20-11133-mg Doc 2303 Filed 11/03/21 Entered 11/03/21 11:45 ...

Dennis F. Dunne Evan R. Fleck Benjamin M. Schak MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel for Debtors and Debtors-In-Possession

Gregory A. Bray MILBANK LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Telephone: (424) 386-4000 Facsimile: (213) 629-5063

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

-----------------------------------------------------------------x : In re: : : AVIANCA HOLDINGS S.A., et al.,1 : : Debtors. : : -----------------------------------------------------------------x

Chapter 11 Case No. 20-11133 (MG) (Jointly Administered)

NOTICE OF FILING OF REVISED ORDER AUTHORIZING THE DEBTORS’ (I) ENTRY INTO

UMBRELLA AGREEMENTS AND RELATED DOCUMENTS, AND (II) ASSUMPTION OF AMENDED AIRCRAFT LEASE AGREEMENTS

PLEASE TAKE NOTICE that on October 25, 2021, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for an Order

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), and each Debtor’s federal tax identification number (to the

extent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A); Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings One Ltd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International Holdco S.A. (N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International Ventures S.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV Loyalty Bermuda Ltd. (N/A); AV Taca International Holdco S.A. (N/A); Aviacorp Enterprises S.A. (N/A); Avianca Costa Rica S.A. (N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios, S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A. (N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926); Nicaragüense de Aviación, Sociedad Anónima (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A); Servicio Terrestre, Aéreo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca de Honduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A); Tampa Cargo S.A.S. (N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices are located at Avenida Calle 26 # 59 – 15 Bogotá, Colombia.

20-11133-mg Doc 2303 Filed 11/03/21 Entered 11/03/21 11:45:28 Main Document Pg 1 of 14

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2011133211103000000000002

Docket #2303 Date Filed: 11/03/2021

2

Authorizing Them to (I) Enter into Umbrella Agreements and Related Documents, and (II) Assume

Amended Aircraft Lease Agreements [Docket No. 2267] (the “Motion”).2

PLEASE TAKE FURTHER NOTICE that based upon discussions with the

counterparties to the Umbrella Agreements, certain revisions have been made to the proposed

order for the Motion (the “Revised Proposed Order”), a copy of which is attached as Exhibit A-1

hereto. A blackline showing the changes between the version filed with the Motion and the

Revised Proposed Order is attached as Exhibit A-2. The Debtors have been advised that the

Committee has no objection to the entry of the Revised Proposed Order.

New York, New York /s/ Evan R. Fleck . Dated: November 3, 2021 Dennis F. Dunne

Evan R. Fleck Benjamin M. Schak MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 - and – Gregory A. Bray MILBANK LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Telephone: (424) 386-4000 Facsimile: (213) 629-5063 Counsel for Debtors and Debtors in Possession

2 Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.


Exhibit A-1 to Notice of Filing

Revised Proposed Order


UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

-----------------------------------------------------------------x : In re: : : AVIANCA HOLDINGS S.A., et al.,1 : : Debtors. : : -----------------------------------------------------------------x

Chapter 11 Case No. 20-11133 (MG) (Jointly Administered)

ORDER AUTHORIZING THE DEBTORS’ (I) ENTRY INTO UMBRELLA AGREEMENTS AND RELATED DOCUMENTS, AND

(II) ASSUMPTION OF AMENDED AIRCRAFT LEASE AGREEMENTS

Upon the motion (the “Motion”)2 of the Debtors, pursuant to sections 105(a), 363, and 365

of the Bankruptcy Code, for entry of an Order (this “Order”), authorizing the Debtors to: (i) enter

into the Umbrella Agreements and the related transaction and operative documents and

agreements, and (ii) assume the Lease Agreements, as to be amended pursuant to the Umbrella

Agreements and the related transaction and operative documents and agreements (the “Amended

Lease Agreements”), as more fully described in the Motion; and the Court having jurisdiction to

decide the Motion and to grant the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334,

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), and each Debtor’s federal tax identification number (to the

extent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A); Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings One Ltd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International Holdco S.A. (N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International Ventures S.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV Loyalty Bermuda Ltd. (N/A); AV Taca International Holdco S.A. (N/A); Aviacorp Enterprises S.A. (N/A); Avianca Costa Rica S.A. (N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios, S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A. (N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926); Nicaragüense de Aviación, Sociedad Anónima (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A); Servicio Terrestre, Aereo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca de Honduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A); Tampa Cargo S.A.S. (N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices are located at Avenida Calle 26 # 59 – 15 Bogotá, Colombia.

2 Capitalized terms not otherwise defined herein shall be given the meanings ascribed to them in the Motion.


and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and

consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C.

§ 157(b); and venue being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and

due and proper notice of the relief sought in the Motion having been provided in accordance with

the Case Management Order, such notice having been adequate and appropriate under the

circumstances, and it appearing that no other or further notice need be provided; and the Court

having held a hearing to consider the relief requested in the Motion (the “Hearing”); and upon the

record of the Hearing; and the Court having determined that the legal and factual bases set forth in

the Motion establish just cause for the relief granted herein; and it appearing that the relief

requested in the Motion and granted herein is in the best interests of the Debtors, their estates,

creditors, and all parties in interest; and upon all of the proceedings had before the Court and after

due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT:

1. The Motion is granted to the extent set forth herein.

2. The Debtors are authorized (i) to enter into the Umbrella Agreements and the

related transaction and operative documents and agreements, (ii) to perform their obligations

pursuant to the relevant Umbrella Agreement and the related transaction and operative documents

and agreements, and (iii) to consummate the Transactions on the terms consistent with those set

forth in the Umbrella Agreements and the related transaction and operative documents and

agreements.

3. The Debtors are authorized to amend, supplement, or modify the Umbrella

Agreements without further order of the Court.

4. With respect to the sale of each Beneficial Interest pursuant to the Castlelake

Umbrella Agreement, the Castlelake Buyer is a good faith purchaser within the meaning of section


363(m) of the Bankruptcy Code and, as such, is entitled to and shall be afforded all the protections

of section 363(m) of the Bankruptcy Code in consummating the transactions contemplated by the

Castlelake Umbrella Agreement and all related transaction and operative documents and

agreements, and reversal or modification on appeal of the authorizations provided herein to

consummate the sale of the Beneficial Interests shall not affect the validity of such sales to the

Castlelake Buyer.

5. With respect to the sale of each Beneficial Interest pursuant to the FTAI Umbrella

Agreement, the FTAI Buyer is a good faith purchaser within the meaning of section 363(m) of the

Bankruptcy Code and, as such, is entitled to and shall be afforded all the protections of section

363(m) of the Bankruptcy Code in consummating the transactions contemplated by the FTAI

Umbrella Agreement and all related transaction and operative documents and agreements, and

reversal or modification on appeal of the authorizations provided herein to consummate the sale

of the Beneficial Interests shall not affect the validity of such sales to the FTAI Buyer.

6. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, the Debtors are

authorized to assume the Amended Lease Agreements, in connection with the Transactions. Upon

execution, the Amended Lease Agreements are deemed assumed, and all elements of section 365

of the Bankruptcy Code applicable to assumption of the Amended Lease Agreements shall be

deemed satisfied upon execution of the Amended Lease Agreements.

7. The cure (as defined in section 365(b) of the Bankruptcy Code) due upon

assumption of the Amended Lease Agreements is $0.00.

8. The obligations of the Debtors, but not the Reorganized Debtors, in connection with

the Transactions including, without limitation, pursuant to the Umbrella Agreements and any other


transaction or operative documents or agreements, shall constitute administrative expense claims

against the applicable Debtors’ estates pursuant to section 503(b) of the Bankruptcy Code.

9. The automatic stay under section 362(a) of the Bankruptcy Code is modified to the

extent necessary to implement the terms and conditions set forth in the Umbrella Agreements.

Subject to the terms and conditions in the Umbrella Agreements upon the occurrence of an event

of default thereunder, the automatic stay shall be deemed lifted and the applicable Buyer or lessor

may undertake any enforcement actions provided for under the applicable Umbrella Agreement

without the need for any authorization from this Court or further notice (other than as expressly

provided for under the relevant Umbrella Agreement).

10. Notwithstanding any subsequent appointment of any trustee(s) under any chapter

of the Bankruptcy Code, this Order shall be binding in all respects upon, and shall inure to the

benefit of, the Debtors, their estates and their creditors, their interest holders, their respective

affiliates, successors, and assigns.

11. This Order is incorporated by reference into and shall be deemed to be a part of the

order confirming the Plan [Dkt. No. 2300] and enforceable in accordance therewith. The

obligations of the Debtors in connection with the Transactions including, without limitation, under

the Umbrella Agreements and all related transaction and operative documents and agreements, are

assumed by and are binding on the Reorganized Debtors upon the Effective Date.

12. To the extent that there may be any inconsistency between the terms of the Motion

and the terms of this Order, the terms of this Order shall govern.

13. Notice of the Motion is adequate under Bankruptcy Rule 6004(a).


14. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or any other provision

of the Bankruptcy Code or Bankruptcy Rules, this Order shall be immediately effective and

enforceable upon its entry.

15. The Court shall retain jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of this Order.

Dated: _______________, 2021 New York, New York

_______________________________________ THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE


Exhibit A-2 to Notice of Filing

Revised Proposed Order (Blackline)


-----------------------------------------------------------------x:

In re: ::

AVIANCA HOLDINGS S.A., et al.,1 ::

Debtors. ::

-----------------------------------------------------------------x

Chapter 11

Case No. 20-11133 (MG)

(Jointly Administered)

ORDER AUTHORIZING THE DEBTORS’ (I) ENTRY INTOUMBRELLA AGREEMENTS AND RELATED DOCUMENTS, AND

(II) ASSUMPTION OF AMENDED AIRCRAFT LEASE AGREEMENTS

Upon the motion (the “Motion”)2 of the Debtors, pursuant to sections 105(a), 363, and

365 of the Bankruptcy Code, for entry of an Order (this “Order”), authorizing the Debtors to:

(i) enter into the Umbrella Agreements and the related transaction and operative documents and

agreements, and (ii) assume the Lease Agreements, as to be amended pursuant to the Umbrella

Agreements and the related transaction and operative documents and agreements (the “Amended

Lease Agreements”), as more fully described in the Motion; and the Court having jurisdiction to

decide the Motion and to grant the relief requested therein pursuant to 28 U.S.C. §§ 157 and

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), and each Debtor’s federal tax identification number (to theextent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A);Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings OneLtd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International HoldcoS.A. (N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International VenturesS.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV LoyaltyBermuda Ltd. (N/A); AV Taca International Holdco S.A. (N/A); Aviacorp Enterprises S.A. (N/A); Avianca Costa Rica S.A.(N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios,S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A.(N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926);Nicaragüense de Aviación, Sociedad Anónima (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A);Servicio Terrestre, Aereo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca deHonduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A);Tampa Cargo S.A.S. (N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices arelocated at Avenida Calle 26 # 59 – 15 Bogotá, Colombia.

2 Capitalized terms not otherwise defined herein shall be given the meanings ascribed to them in the Motion.


1334, and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska,

C.J.); and consideration of the Motion and the requested relief being a core proceeding pursuant

to 28 U.S.C. § 157(b); and venue being proper before the Court pursuant to 28 U.S.C. §§ 1408

and 1409; and due and proper notice of the relief sought in the Motion having been provided in

accordance with the Case Management Order, such notice having been adequate and appropriate

under the circumstances, and it appearing that no other or further notice need be provided; and

the Court having held a hearing to consider the relief requested in the Motion (the “Hearing”);

and upon the record of the Hearing; and the Court having determined that the legal and factual

bases set forth in the Motion establish just cause for the relief granted herein; and it appearing

that the relief requested in the Motion and granted herein is in the best interests of the Debtors,

their estates, creditors, and all parties in interest; and upon all of the proceedings had before the

Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY

ORDERED THAT:

1. The Motion is granted to the extent set forth herein.

2. The Debtors are authorized (i) to enter into the Umbrella Agreements and the

related transaction and operative documents and agreements, (ii) to perform their obligations

pursuant to the relevant Umbrella Agreement and the related transaction and operative

documents and agreements, and (iii) to consummate the Transactions on the terms consistent

with those set forth in the Umbrella Agreements and the related transaction and operative

documents and agreements.

3. The Debtors are authorized to amend, supplement, or modify the Umbrella

Agreements without further order of the Court.


4. With respect to the sale of each Beneficial Interest pursuant to the Castlelake

Umbrella Agreement, the Castlelake Buyer is a good faith purchaser within the meaning of

section 363(m) of the Bankruptcy Code and, as such, is entitled to and shall be afforded all the

protections of section 363(m) of the Bankruptcy Code in consummating the transactions

contemplated by the Castlelake Umbrella Agreement and all related transaction and operative

documents and agreements, and reversal or modification on appeal of the authorizations

provided herein to consummate the sale of the Beneficial Interests shall not affect the validity of

such sales to the Castlelake Buyer.

5. With respect to the sale of each Beneficial Interest pursuant to the FTAI Umbrella

Agreement, the FTAI Buyer is a good faith purchaser within the meaning of section 363(m) of

the Bankruptcy Code and, as such, is entitled to and shall be afforded all the protections of

section 363(m) of the Bankruptcy Code in consummating the transactions contemplated by the

FTAI Umbrella Agreement and all related transaction and operative documents and agreements,

and reversal or modification on appeal of the authorizations provided herein to consummate the

sale of the Beneficial Interests shall not affect the validity of such sales to the FTAI Buyer.

6. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, the Debtors are

authorized to assume the Amended Lease Agreements, in connection with the Transactions.

Upon execution, the Amended Lease Agreements are deemed assumed, and all elements of

section 365 of the Bankruptcy Code applicable to assumption of the Amended Lease Agreements

shall be deemed satisfied upon execution of the Amended Lease Agreements.

7. The cure (as defined in section 365(b) of the Bankruptcy Code) due upon

assumption of the Amended Lease Agreements is $0.00.


8. The obligations of the Debtors, but not the Reorganized Debtors, in connection

with the Transactions including, without limitation, pursuant to the Umbrella Agreements and

any other transaction or operative documents or agreements, shall constitute administrative

expense claims against the applicable Debtors’ estates pursuant to section 503(b) of the

Bankruptcy Code.

9. The automatic stay under section 362(a) of the Bankruptcy Code is modified to

the extent necessary to implement the terms and conditions set forth in the Umbrella

Agreements. Subject to the terms and conditions in the Umbrella Agreements upon the

occurrence of an event of default thereunder, the automatic stay shall be deemed lifted and the

applicable Buyer or lessor may undertake any enforcement actions provided for under the

applicable Umbrella Agreement without the need for any authorization from this Court or further

notice (other than as expressly provided for under the relevant Umbrella Agreement).

10. Notwithstanding any subsequent appointment of any trustee(s) under any chapter

of the Bankruptcy Code, this Order shall be binding in all respects upon, and shall inure to the

benefit of, the Debtors, their estates and their creditors, their interest holders, their respective

affiliates, successors, and assigns.

11. This Order shall beis incorporated by reference into and shall be deemed to be a

part of the order confirming the Plan [Dkt. No. 2300] and enforceable in accordance

therewith. The obligations of the Debtors in connection with the Transactions including,

without limitation, under the Umbrella Agreements and all related transaction and operative

documents and agreements, shall beare assumed by and beare binding on the Reorganized

Debtors upon the Effective Date.


12. To the extent that there may be any inconsistency between the terms of the

Motion and the terms of this Order, the terms of this Order shall govern.

13. Notice of the Motion is adequate under Bankruptcy Rule 6004(a).

14. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or any other

provision of the Bankruptcy Code or Bankruptcy Rules, this Order shall be immediately effective

and enforceable upon its entry.

15. The Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation, and/or enforcement of this Order.

Dated: _______________, 2021New York, New York

_______________________________________THE HONORABLE MARTIN GLENNUNITED STATES BANKRUPTCY JUDGE
