UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---x
:
In
re
:
Chapter
11
Case
No.
:
AMR CORPORATION, et al.,
:
11-15463
(SHL)
:
Debtors.
: (Jointly
Administered)
:
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ORDER PURSUANT TO 11 U.S.C. § 107(b)
AND RULE 9018 OF THE FEDERAL RULES
OF BANKRUPTCY PROCEDURE AUTHORIZING FILING OF CERTAIN
EXECUTORY CREDIT CARD AND PAYMENT AGREEMENTS UNDER SEAL
Upon the Motion, dated November 29, 2011 (the “Motion”),
1of AMR
Corporation (“AMR Corp.”), American Airlines, Inc. (“American Airlines”), AMR Eagle
Holding Corporation, and certain of their subsidiaries, as debtors and debtors in possession
(collectively, the “Debtors”), pursuant to section 107(b) of title 11, United States Code (the
“Bankruptcy Code”), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”), and Rule 9013-(a) of the Local Rules for the United States Bankruptcy
Court for the Southern District of New York (the “Local Rules”), for entry of an order
authorizing the Debtors to file the Agreements under seal, all as more fully described in the
Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein
in accordance with 28 U.S.C. §§ 157 and 1334 and Standing Order M-61 Referring to
Bankruptcy Judges for the Southern District of New York Any and All Proceedings Under Title
11, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion and the relief
1
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.
2
requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and due and proper
notice of the Motion having been provided to (i) the Office of the United States Trustee for the
Southern District of New York, (ii) the holders of the five largest secured claims against the
Debtors (on a consolidated basis), (iii) the holders of the fifty largest unsecured claims against
the Debtors (on a consolidated basis), (iv) the attorneys for the Allied Pilots Association, (v) the
attorneys for the Air Line Pilots Association, International, (vi) the attorneys for the Association
of Professional Flight Attendants, (vii) the attorneys for the Association of Flight Attendants –
CWA, CIO, and (viii) the attorneys for the Transport Workers Union of America,
AFL-CIO, and it appearing that no other or further notice need be provided; and a hearing having been
held to consider the relief requested in the Motion (the “Hearing”); and upon the Affidavit of
Isabella D. Goren Pursuant to Local Bankruptcy Rule 1007-2, and the record of the Hearing and
all of the proceedings had before the Court; and the Court having found and determined that the
relief sought in the Motion is in the best interests of the Debtors, their estates, creditors, and all
parties in interest, and that the legal and factual bases set forth in the Motion establish just cause
for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it
is
ORDERED that the Motion is granted as provided herein; and it is further
ORDERED that the Debtors are authorized to file the Agreements under seal; and
it is further
ORDERED that the Agreements shall remain confidential and shall be made
available only to (i) the Court, and (ii) those persons, approved by the Debtors and the applicable
Counterparties, who have executed a non-disclosure agreement acceptable to the Debtors and the
Counterparties, and shall not be made available to the general public; and it is further
3
ORDERED that any party in interest seeking access to the Agreements shall file
an appropriate motion seeking the same on appropriate notice; and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all
matters arising from or related to this Order.
Dated: New York, New York
November 30, 2011
/s/ Sean H. Lane
Exhibit “A”
List of Agreements
Amended and Restated Airline Card Service Agreement, by and between American Express Travel Related Services Company, Inc., American Express Payment Services Limited, and American Airlines, Inc., effective as of October 25, 2010
American Airlines AAdvantage Participation Agreement, by and between American Airlines, Inc. and Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A.), effective as of June 10, 2008, as amended.
AADVANTAGE Program Security Agreement means the AADVANTAGE Program Security Agreement, dated as of September 16, 2009 among American Airlines, Inc. and Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A., as amended.
Junior Lien Security Agreement (Slots, Gate Leaseholds and Route Authorities), dated as of March 15, 2011, between American Airlines, Inc. and Wilmington Trust Company, as Collateral Trustee, as amended.*
Collateral Trust Agreement dated as of March 15, 2011 by and among American Airlines, Inc., the other Grantors (as defined therein) party thereto, U.S. Bank National Association, as Trustee, Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A., and Wilmington Trust Company, as collateral trustee, as amended.*
License Agreement, effective as of September 16, 2009, by and between American Airlines, Inc. as Licensor and Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A., as Licensee, as amended.
License Agreement made and entered into as of September 15, 2009 by and between American Airlines, Inc., as Licensor and American Airlines IP Licensing Holding, LLC, as Licensee.*
Trademark Security Agreement (Trademarks, Trademark Registrations, Trademark Applications and Trademark Licenses) between American Airlines, Inc. and Citibank (South Dakota), N.A., as amended.*
AAdvantage Participation Agreement between American Airlines, Inc. and Citibank, N.A., Sucursal de Citibank, N.A. establecida en la República de Argentina, Banco Citibank S.A., Banco Citicard S.A., Banco de Chile, Citibank-Colombia S.A., Banco Citibank (Panama) S.A., Citibank del Peru S.A., Tarjetas Banamex, S.A. de C.V. Sofom ER, Citibank, N.A., Sucursal Uruguay, Citibank, N.A., Sucursal Venezuela and Diners Club Argentina S.A., dated June 23, 1994, as amended.*
AAdvantage Participation Agreement by and among American Airlines, Inc. and Citibank, N.A., as successor to Citibank (South Dakota), N.A. (as successor by merger of Citibank USA, N.A., which was the assignee of Citibank International, Citibank International in turn was the assignee of Citibank (South Dakota), N.A., which was, in turn, the assignee of Citibank Maryland N.A.’s rights and obligations under the Agreement), and CCSCI, Inc. (formerly known as Citicorp Card Services Caribbean, Inc.) dated September 1, 1989, as amended and supplemented.*
Letter Agreement dated July 29, 2011 between American Airlines, Inc. and Citibank, N.A. regarding the AAdvantage Participation Agreement for Puerto Rico.*
The Debtors are still diligencing whether this agreement is properly included as an Assumed Agreement. The
Debtors reserve the right, upon written notice to Citibank, N.A. to remove this agreement from this Exhibit prior to the entry of the Final Order. Citibank, N.A. likewise reserves all of its rights with respect to any such removal, including to seek further relief as may be appropriate.US_ACTIVE:\43870120\04\14013.0138
5
dated January 17, 2002.*
Merchant Services Agreement, by and between American Airlines, Inc. and Citibank, N.A. (as successor in interest to Hurley State Bank), dated as of April 23, 1992, as amended.
Signatory Agreement, by and between American Airlines, Inc. and U.S. Bank National Association, dated as of March 16, 2007, as amended.
Signatory Agreement, by and between American Airlines, Inc., Elavon Financial Services Limited, and U.S. Bank National Association, dated as of January 30, 2009, as amended.
Signatory Agreement, by and between American Airlines, Inc., U.S. Bank National Association, acting through its Canadian Branch, Elavon Canada Company f/k/a CanadaConex Company, and U.S. Bank National Association, dated as of March 27, 2008, as amended
Signatory Agreement, by and between American Airlines, Inc., Elavon Canada Company f/k/a
CanadaConex Company, and U.S. Bank National Association, dated as of March 27, 2008, as amended Agreement, by and between American Airlines, Inc. and Diners Club International Ltd., effective as of January 1, 1988, as amended.
Merchant Services Agreement, by and between American Airlines, Inc. and Discover Financial Services LLC., dated as of September 15, 1985, as amended.
JCBI Merchant Services Agreement, by and between American Airlines, Inc. and JCB International Co., Ltd., dated as of September 1, 1999, as amended
TeleCheck ICA® and CBPSM Service Agreement Verification Program, by and between American Airlines, Inc. and TeleCheck Services, Inc., dated as of August 27, 2007.
Western Union Quick Collect ®/Quickpay® Service Application, by and between American Airlines, Inc. and Western Union Financial Services, Inc., dated as of February 10, 2005, as amended.
PayPal Payment Processing Agreement, by and between American Airlines, Inc. and PayPal, Inc., dated as of September 22, 2008, as amended.
PayPal Payment Processing Agreement, by and between American Airlines, Inc. and PayPal (Europe) Sàrl & Cie, SCA, dated as of October 23, 2008.
PayPal Payment Processing Agreement, by and between American Airlines, Inc. and PayPal CA Limited, dated as of October 24, 2008.
Amended and Restated UATP Participation Agreement, by and between American Airlines, Inc. and Universal Air Travel Plan, Inc., effective as of March 1, 2004.
