Okaloosa County BOCC — September 2, 2014 — Stiupulation Agreement Schedule 2040598 - Okaloosa Regional Airport LV — reading text

STIPULATION AND SETTLEMENT OF CLAIMS This Stipulation (the “Stipulation”) is entered into as of August 21, 2014 (the “Effective Date”) by and among AMR Corporation and its related debtors, as debtors and reorganized debtors (collectively, the “Debtors”) and Okaloosa Regional Airport (the “Claimant”). Each of the Debtors and the Claimant are referred to herein as a “Party” and collectively, as the “Parties.” RECITALS: WHEREAS, on November 29, 2011 (the “Commencement Date”), each of the Debtors commenced voluntary cases under chapter 11 of title 11 of the United States Code before the United States Bankruptcy Court for the Southern District of New York, Case No. 11-15463 (SHL); WHEREAS, the Claimant has filed the proofs of claim or the Debtors have scheduled a claim for the Claimant, or both, (collectively the “Claims”) as set forth on Exhibit “A”; WHEREAS, on March 28, 2012, the Court entered the Amended Order Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9019(b) of the Federal Rules of Bankruptcy Procedure Establishing Procedures for Settling Certain Claims (ECF No. 2055) (the “Claims Settlement Order”). WHEREAS, on October 21, 2013, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Pursuant to Sections 1129(a) and (b) of the Bankruptcy Code and Rule 3020 of the Federal Rules of Bankruptcy Procedure Confirming Debtors’ Fourth Amended Joint Chapter 11 Plan (ECF Nos. 10361, 10367) (the “Confirmation Order”), and the effective date of the Debtors’ Fourth Amended Joint Chapter 11 Plan (the “Plan”) was December 9, 2013. WHEREAS, the Debtors are authorized to resolve certain claims against the Debtors pursuant to certain requirements set forth in the Claims Settlement Order, the Plan, and the Confirmation Order. WHEREAS, the Parties seek to enter into this Stipulation to resolve the Claims set forth on Exhibit “A”; NOW, THEREFORE, after good-faith, arms-length negotiations, in consideration of the foregoing, it is hereby stipulated and agreed that: 1. The Claims listed on Exhibit “A” will be allowed in the amounts set forth therein. 2. With the exception of the right to receive distributions for allowance of the Claims set forth on Exhibit “A” pursuant to this Stipulation and the Plan, the Claimant fully, finally, and forever releases, relinquishes and discharges the Debtors, their principals, officers, directors, agents, assigns, administrators and representatives, from all rights, claims, demands, damages of any kind, and causes of action of every nature, whether known or unknown, asserted or unasserted in connection with the Claims set forth on Exhibit “A”. 3. The claims agent in the Debtors’ chapter 11 cases is authorized to adjust the claims register in accordance with this Stipulation. 4. This Stipulation contains the entire agreement between the Parties as to its subject matter and supersedes all prior agreements and undertakings between the Parties relating thereto. US_ACTIVE:\44435375\1\14013.0139  5. This Stipulation may not be modified other than by signed writing executed by the Parties. 6. Each person who executes this Stipulation represents that he or she is duly authorized to do so on behalf of the respective Parties and that each party has full knowledge and has consented to this Stipulation. 7. This Stipulation may be executed in counterparts, each of which will be deemed an original but all of which together constitute one and the same instrument, and it constitutes sufficient proof of this Stipulation to present any copy, copies, or faxes signed by the Parties to be charged. 8. This Stipulation will be exclusively governed by and construed and enforced in accordance with the laws of the state of New York, without regard to its conflicts of law principles, and all claims relating to or arising out of this Stipulation, or the breach thereof, whether sounding in contract, tort, or otherwise, will likewise be governed by the laws of the state of New York, excluding New York’s conflicts of law principles. The Court will retain exclusive jurisdiction over all disputes relating to this Stipulation. Dated: August 21, 2014 Eglin, AFB FL By: ______________________________ By: _______________________________ Charles K. Windes Jr. Stephen Karotkin Okaloosa County Board of County Alfredo R. Pérez Commissioners Stephen A. Youngman Chairman of the Board on behalf of WEIL, GOTSHAL & MANGES LLP Okaloosa Regional Airport 767 Fifth Avenue Also Known as Northwest Florida New York, NY 10153 Regional Airport Telephone: (212) 310-8000 1701 State Road 85 North Facsimile: (212) 310-8007 Eglin, AFB FL 62542 Telephone: 850-651-7160 Attorneys for Debtors and Reorganized Debtors By: _______________________________ Attestation: Gary J. Stanford Deputy Clerk of Circuit Oklaloosa County Florida 2 US_ACTIVE:\44435375\1\14013.0139  Exhibit "A" In re AMR Corporation, et al. Case No. 11-15463 (SHL), Jointly Administered CLAIM(S) TO BE SETTLED MODIFIED CLAIMED AMOUNT CLAIMED MODIFIED CLAIM NO./ ALLOWED AMOUNT CREDITOR NAME/ADDRESS & CLASSIFICATION DEBTOR DEBTOR SCHEDULE ID & CLASSIFICATION Okaloosa Regional Airport 2040598 $32,730.88 $0.00 American Eagle American Eagle 1701 State Road 85 North Unsecured Unsecured Airlines, Inc. Airlines, Inc. Eglin AFB, FL 32542 Date Filed: 2/27/2012 3 US_ACTIVE:\44435375\1\14013.0139