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HomeMy WebLinkAbout2013/11/19-Agenda-AllianceAirport Authority (AAA) ALLIANCEAIRPORT AUTHORITY,INC. Agenda Tuesday,November 19,2013 Immediately Following the Pre-Council Meeting of the City Council of the City of Fort Worth Scheduled to Begin at 8:30 A.M. Pre-Council Chamber, Second Floor,City Hall 1000 Throckmorton Street,Fort Worth,Texas 76102 Board of Directors Jungus Jordan,President Kelly Allen Gray,Director Dennis Shingleton,Director Salvador Espino,Vice President Gyna M.Bivens,Director Danny Scarth,Director Joel Burns,Director Betsy Price,Director Zim Zimmerman,Director L Call to Order 11. Approve Minutes of August 13,2013 Meeting III. Executive Session—The Board of Directors of AllianceAirport Authority,Inc.will conduct a closed meeting to: A. Seek the advice of its attorneys concerning In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11- 15463,which is exempt from public disclosure under Article X, Section 9 of the Texas State Bar Rules,as authorized by section 551.071 of the Texas Government Code; B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party;and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. IV. American Airlines,Inc.Maintenance Facility Leasehold at Alliance Airport: A. Adopt Resolution Authorizing Execution of Amendment to Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or any Assignee B. Adopt Resolution Ratifying and Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority,Inc.and American Airlines,Inc. C. Adopt Resolution Authorizing Execution of First Amendment to Declaration of Covenants and Restrictions Related to Leased Premises under Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority,Inc. and American Airlines,Inc. D. Adopt Resolution Authorizing Execution of any Other Documents Necessary to Protect the Interests of AllianceAirport Authority, Inc. or the City of Fort Worth in the Proceeding Styled In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463 E. Adopt Resolution Increasing the Amount to be Paid to Peter C. Lewis and the law Firm of Scheef& Stone,L.L.P. as Outside Legal Counsel to Represent AllianceAirport Authority,Inc. in Matters Related to In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York,Case Number 11-15463 V. Adjourn Fort Worth City Hall and the Pre-Council Chamber is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are requested to contact the City's ADA Coordinator at (817) 392-8552 or e-mail ADA(&,FortWorthTexas.gov at least 48 hours prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least 48 hours prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations. CITY OF FORT WORTH,TEXAS CITY COUNCIL ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 13,2013 Present: President Jungus Jordan Vice President Salvador Espino Director W.B. "Zim"Zimmerman Director Danny Scarth Director Gyna Bivens Director Dennis Shingleton Director Joel Burns Director Betsy Price Director Kelly Allen Gray City Staff: Fernando Costa, Assistant City Manager Sarah Fullenwider, City Attorney Peter Vaky, Deputy City Attorney Mary J. Kayser, City Secretary Tom Higgins, City Manager Sarah Fullenwider, City Attorney Susan Alanis, Assistant City Manager Gerald Pruitt, Deputy City Attorney L Call to Order With a quorum of the directors present, President Jordan called the meeting to order for the Board of Directors of the AllianceAirport Authority, Inc., at 5:10 p.m. on Tuesday, August 13, 2013, in the Pre-Council Chamber of the Fort Worth Municipal Building, 1000 Throckmorton Street, Fort Worth, Texas. II. Approve Minutes of August 6,2013 Meeting President Jordan opened the floor for a motion on the approval of the minutes. Motion was made by Director Price and seconded by Director Zimmerman to approve the minutes of the August 6, 2013, AllianceAirport Authority, Inc., meeting. Motion carried unanimously 8 ayes 0 nays. Director Allen Gray absent. Director Allen Gray arrived at 5:11 pm. III. Executive Session In accordance with Chapter 551 of the Texas Government Code, President Jordan and the Directors of the AllianceAirport Authority, Inc., convened into Executive Session at 5:12 p.m. on Tuesday, August 13, 2013, in the Pre-Council Chamber of the Fort Worth City Hall, 1000 Throckmorton Street, Fort Worth, Texas 76102, in order to: CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 13,2013 Page 2 of 3 A. Seek the advice of its attorneys concerning In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463, which is exempt from public disclosure under Article X, Section 9 of the Texas State Bar Rules, as authorized by section 551.071 of the Texas Government Code; B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. President Jordan adjourned the Executive Session at 5:16 p.m., on Tuesday,August 13, 2013. President Jordan reconvened the regular session of the AllianceAirport Authority, Inc., at 5:16 p.m., on Tuesday,August 13, 2013. IV. American Airlines,Inc. Maintenance Facility Leasehold at Alliance Airport: A. Adopt Resolution Authorizing Execution of Amendment to Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or any Assignee B. Adopt Resolution Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. C. Adopt Resolution Authorizing Execution of First Amendment to Declaration of Covenants and Restrictions Related to Leased Premises under Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. D. Adopt Resolution Authorizing Execution of any Other Documents (i) Necessary to Effectuate Assignment of Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. and (ii) Necessary to Protect the Interests of AllianceAirport Authority, Inc. or the City of Fort Worth in the Proceeding Styled In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463 Deputy City Attorney Peter Vaky stated that negotiations are continuing regarding the American Airlines, Inc. Maintenance Facility Leasehold at Alliance Airport and requested that the Board take no action on Agenda Item IV A, B, C or D at this time. CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 13,2013 Page 3 of 3 V. Adiourn With no further business before the Corporation Board, President Jordan adjourned the meeting of the AllianceAirport Authority, Inc., at 5:17 p.m. on Tuesday,August 13, 2013. These minutes approved by the AllianceAirport Authority, Inc., on the day of , 2013. APPROVED: Jungus Jordan, President Minutes Prepared by and Attest: Mary J. Kayser, TRMC/MMC Secretary to the Corporation Board ALLIANCEAIRPORT No: 2013- AUTHORITY, INC. RESOLUTION Date: 11-19-13 Authorizing Execution of Amendment to Lease Agreement Dated March 1, 1990 by and between Alliance Airport Authority,Inc. and American Airlines,Inc. or an Assignee WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American") maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility") and certain equipment located therein, as outlined more specifically in, among other things, (i) that certain Facilities Agreement between the Corporation and American dated as of March 1, 1990; (ii) that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the "Facili , Lease"); and (iii) that certain Master Equipment Lease between the Corporation and American dated as of April 1, 1991 (the"Equipment Lease"); and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title I I of the United States Code in the United States Bankruptcy Court for the Southern District of New York(In re AMR Corporation, et aL, Case No. 11-15643) (the"AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, American wishes to assign the Facility Lease to AFW Solutions, LLC or an affiliated entity thereof(the "Assignee)"; and WHEREAS, in order to facilitate the expeditious resolution and settlement of various legal issues affecting Facility Lease and American's proposed assignment thereof, the Corporation, American and the Assignee have agreed to an amendment to the Facility Lease to clarify the future rights and obligations of the Corporation, American and the Assignee with respect to the following issues: • The ongoing maintenance of obligations of the Lessee; • Approval rights for material modifications to the Leased Premises and improvements thereon; • Additional insurance requirements of the Lessee and indemnities of American; • Additional security requirements for the Leased Premises; • The Corporation's right to approve assignments of the Lessee's interest in the Facilities Lease and to ensure that any subleases of the Leased Premises by the Lessee are consistent with the public purposes of providing employment and stimulating the economy of the City; • Clarifying the expiration date of the Initial Term; and • Requiring a financial guaranty to ensure adequate future performance of the Lessee's obligations under the Facilities Lease; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby expressly authorizes the President to execute with American and the Assignee an amendment to the Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or an Assignee,provided that: (i) the form of such amendment sufficiently addresses the issues set forth above and is otherwise acceptable to the City Manager and the Corporation's legal counsel; (ii) all issues involving the Equipment Lease are satisfactorily addressed in accordance with the terms and conditions of the Corporation's Resolution (of even date herewith) Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority, Inc.; (iii) all issues involving that certain Declaration of Covenants and Restrictions Related to Leased Premises under Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. are satisfactorily addressed in accordance with the terms and conditions of the Corporation's Resolution (of even date herewith) Authorizing a First Amendment to Such Declaration of Covenants and Restrictions; and (iv) any other documents necessary to effectuate the transactions set forth above and to protect the interests of the Corporation and the City of Fort Worth in the AMR Bankruptcy proceedings have been prepared and are in a form that is acceptable to the City Manager and the Corporation's legal counsel. FURTHER RESOLVED,that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 19th day of November, 2013. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: 2013- AUTHORITY, INC. RESOLUTION Date: 11-19-13 Ratifying and Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority,Inc. and American Airlines,Inc. WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American ') maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility") and certain equipment located therein, as outlined more specifically in, among other things, (i) that certain Facilities Agreement between the Corporation and American dated as of March 1, 1990; (ii) that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the "Facili , Lease"); and (iii) that certain Master Equipment Lease between the Corporation and American dated as of April 1, 1991 (the"Equipment Lease"); and WHEREAS, the Leased Premises under the Facility Lease are subject to those certain covenants and restrictions set forth in that certain Declaration of Covenants and Restrictions dated on or about August 10, 1989 by and between Alliance Airport, Ltd. and Hillwood/1358, Ltd. (the "Declarations"; and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (In re AMR Corporation, et al., Case No. 11-15643) (the"AMR Bankruptcy"); and WHEREAS,under the Equipment Lease, American has the option to purchase any of the Equipment, as therein defined, and upon expiration of the Term of any given item of Equipment, title to any Equipment that is not purchased by American pursuant to such option shall be transferred to the City; and WHEREAS, American has exercised its option to purchase certain Equipment in the amount of $1,980,699.30, and, in order to settle and resolve all issues under the Equipment Lease, the parties have now agreed that all remaining Equipment will be sold to American, any current sublessee or any assignee of the Leased Premises under the Facility Lease for an amount not less than $1,500,000.00; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby ratifies execution of that certain Letter Agreement dated April 13, 2013 for Purchase of Alliance Maintenance Facility Equipment in the amount of $1,980,699.30 and expressly authorizes the President to execute such documents as are necessary to achieve sale of the remaining Equipment in the additional amount of$1,500,000.00,provided that: (i) the form of all such documents are acceptable to the City Manager and the Corporation's legal counsel; (ii) any other documents necessary to effectuate the transactions set forth above and to protect the interests of the Corporation and the City of Fort Worth in the AMR Bankruptcy proceeding have been prepared and are in a form that is acceptable to the City Manager and the Corporation's legal counsel. FURTHER RESOLVED,that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 19th day of November, 2013. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: 2013- AUTHORITY, INC. RESOLUTION Date: 11-19-13 Authorizing Execution of FirstAmendment to Declaration of Covenants and Restrictions Related to Leased Premises under Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority,Inc. and American Airlines,Inc. or an Assignee WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American ') maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility") and certain equipment located therein, as outlined more specifically in, among other things, (i) that certain Facilities Agreement between the Corporation and American dated as of March 1, 1990; (ii) that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the "Facili . Lease"); and (iii) that certain Master Equipment Lease between the Corporation and American dated as of April 1, 1991 (the"Equipment Lease"); and WHEREAS, the Leased Premises under the Facility Lease are subject to those certain covenants and restrictions set forth in that certain Declaration of Covenants and Restrictions dated on or about August 10, 1989 by and between Alliance Airport, Ltd. and Hillwood/1358, Ltd. (the "Declarations)"; and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York(In re AMR Corporation, et al., Case No. 11-15643) (the"AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, American wishes to assign the Facility Lease to AFW Solutions, LLC or an affiliated entity thereof(the "Assignee'); and WHEREAS, the Board of Directors of the Corporation has adopted that certain Resolution (of even date herewith) Authorizing Execution of Amendment to Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or an Assignee as part of the parties' negotiations regarding American's desired assignment of the Facility Lease to the Assignee (the"Facility Lease Amendment"); and WHEREAS, in order for the Assignee to carry out its business objectives under the Facility Lease, as amended by the Facility Lease Amendment, it is necessary that the Declarations be amended; and WHEREAS,the Declarations provide that the Declarations may not be amended without the written approval of Alliance Airport, Ltd.; Hillwood/1358, Ltd.; the Corporation; AMR Corporation; American; and any successor or affiliate of AMR Corporation and American; and WHEREAS, the Corporation is willing to provide written approval to an amendment to the Declarations to the extent such amendment is necessary or desirable to allow Assignee to perform business activities on the Leased Premises in a manner consistent with the terms of the Facility Lease, as amended by the Facility Lease Amendment; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby expressly authorizes the President to execute a first amendment to the Declarations, provided that: (i) the form of such amendment is acceptable to the City Manager and the Corporation's legal counsel; (ii) the form of the Facility Lease Amendment is consistent with the terms and conditions of the Corportion's Resolution (of even date herewith) Authorizing Execution of Amendment to Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or an Assignee, and is otherwise acceptable to the City Manager and the Corporation's legal counsel; (iii) all issues involving the Equipment Lease are satisfactorily addressed in accordance with the terms and conditions of the Corporation's Resolution (of even date herewith) Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority, Inc.; and (iv) any other documents necessary to effectuate the transactions set forth above and to protect the interests of the Corporation and the City of Fort Worth in the AMR Bankruptcy proceedings have been prepared and are in a form that is acceptable to the City Manager and the Corporation's legal counsel. FURTHER RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 19th day of November, 2013. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: 2013- AUTHORITY, INC. RESOLUTION Date: 11-19-13 Authorizing Execution of Any Other Documents Necessary to Protect the Interests of AllianceAirport Authority,Inc. or the City of Fort Worth in the Proceeding Styled In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463 WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American ') maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility") and certain equipment located therein, as outlined more specifically in, among other things, (i) that certain Facilities Agreement between the Corporation and American dated as of March 1, 1990; (ii) that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the "Facili , Lease"); and (iii) that certain Master Equipment Lease between the Corporation and American dated as of April 1, 1991 (the"Equipment Lease"); and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York(In reAMR Corporation, et al., Case No. 11-15643) (the"AMR Bankruptcy'); and WHEREAS, as part of the resolution of the AMR Bankruptcy, American wishes to assign the Facility Lease to AFW Solutions, LLC or an affiliated entity thereof(the "Assignee'); and WHEREAS, the Board of Directors of the Corporation has adopted that certain Resolution (of even date herewith) Authorizing Execution of Amendment to Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or an Assignee as part of the parties' negotiations regarding American's desired assignment of the Facility Lease to the Assignee (the"Facility Lease Amendment"); and WHEREAS, the Leased Premises under the Facility Lease are subject to those certain covenants and restrictions set forth in that certain Declaration of Covenants and Restrictions dated on or about August 10, 1989 by and between Alliance Airport, Ltd. and Hillwood/1358, Ltd. (the "Declarations"); and WHEREAS, in order for the Assignee to carry out its business objectives under the Facility Lease, as amended by the Facility Lease Amendment, it is necessary that the Declarations be amended and, accordingly, the Board of Directors of the Corporation has adopted that certain Resolution (of even date herewith) Authorizing Execution of First Amendment to Declaration of Covenants and Restrictions Related to Leased Premises under Lease Agreement Dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. or an Assignee; and WHEREAS,under the Equipment Lease,American has the option to purchase any of the Equipment, as therein defined, and, in order to settle and resolve all issues under the Equipment Lease, the Corporation and American have agreed to a sale of all Equipment in accordance with the terms and conditions set forth in that certain Resolution Authorizing Execution of Agreements for Sale of Equipment Leased to American Airlines under Master Equipment Lease Agreement Dated April 1, 1991 by and between AllianceAirport Authority, Inc. and American Airlines, Inc., adopted by the Board of Directors of the Corporation of even date herewith; and WHEREAS, in order to effectuate the transactions described above or to protect the interests of the Corporation or the City of Fort Worth in the AMR Bankruptcy proceedings, it may be necessary for the Corporation to execution additional documents beyond those identified in the Resolutions named above; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby expressly authorizes the President to execute any other documents necessary to effectuate the transactions described above or otherwise necessary to protect the interests of the Corporation or the City of Fort Worth in the AMR Bankruptcy proceedings. FURTHER RESOLVED,that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 19th day of November, 2013. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: AUTHORITY, INC. RESOLUTION Date: 11-19-13 Increasing the Amount to be Paid to Peter C. Lewis and the Law Firm of Scheef& Stone, L.L.P. as Outside Legal Counsel to Represent AllianceAirport Authority, Inc. in Matters Related to the AMR Bankruptcy WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") owns the American Airlines maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility") and certain equipment located therein; and WHEREAS, the Corporation accordingly has interests that may be affected by the bankruptcy of American Airlines, Inc. and American Airlines, Inc.'s parent company, AMR Corporation (collectively, the "AMR Bankruptcy"); and WHEREAS, because the interests that are affected by the AMR Bankruptcy are of extraordinary importance and involve complex litigation, it was necessary to retain outside legal counsel to represent the Corporation in such matters through Resolution Number 2012-01 adopted on March 20, 2012; and WHEREAS,Peter C. Lewis is an attorney with extensive bankruptcy law experience and is well qualified to represent the Corporation in such matters; and WHEREAS, because the City of Fort Worth (the "City") may also have interests affected by the AMR Bankruptcy concerning the Maintenance Facility that require the assistance of outside bankruptcy legal counsel, the City Council, by separate Resolution of the City Council, ratified and approved the retention of Mr. Lewis and the law firm of Scheef& Stone, L.L.P., to represent the City in such matters; and WHEREAS, the Corporation is a nonprofit industrial development corporation created pursuant to the Development Corporation Act of 1979, as amended, exclusively for the purpose of benefiting and accomplishing public purposes of, and to act on behalf of the City, including, without limitation, the promotion and development of new and expanded business enterprises and employment; and WHEREAS, it is proper for the Corporation to pay any legal fees that the City may be obligated to pay Mr. Lewis and the law firm of Scheef& Stone, L.L.P., for representation of the City in matters related to the AMR Bankruptcy to the extent that such services concern the Maintenance Facility; and S:\Alliance Airport Authority Meetings\November 19-2013\AllianecAirport Authority AMR Bankruptcy Counsel Resolution.Nov 2013.DOC WHEREAS, to date, the authorization for legal services provided by Peter Lewis is $220,000.00; and WHEREAS, the subject project is still pending and it is estimated that not more than an additional amount of $175,000.00 may be needed for the legal services necessary to bring this litigation to a successful conclusion. NOW, THEREFORE, BE IT RESOLVED, that, as far as practicable, the compensation to be paid to Peter C. Lewis and the law firm of Scheef & Stone, L.L.P., pursuant to the representation of both the Corporation and, to the extent that such representation concerns the Maintenance Facility, the City shall not exceed $395,000.00 in the aggregate. ADOPTED this day of 52013. ATTEST: Mary Kayser Secretary S:\Alliance Airport Authority Meetings\November 19-2013\AllianecAirport Authority AMR Bankruptcy Counsel Resolution.Nov 2013.DOC