APA/US MOU question

[Bringupthebird]

Where is DOJ approval referenced as a requirement for MOU implementation? Please quote from the actual document. Thx.

 

[Snapperhead]

It's in here:

https://public.alliedpilots.org/APA/LinkClick.aspx?fileticket=3Gifdra6YEI=&tabid=1022

 

[Bringupthebird]

Password access only to link. Can you paste the line from the actual MOU?

 

[ALGFLYR]

Where is DOJ approval referenced as a requirement for MOU implementation? Please quote from the actual document. Thx.

The DOJ is not directly referenced in the MOU. However, on page 1 paragraph 3, it says the MOU will begin implementation on the "Effective date" of the POR. The "effective date" cannot happen until the DOJ approves the merger.

While the BK judge has approved the POR, it cannot become "effective" until the DOJ actions are settled. And of course, if the DOJ requires any significant changes, such as divesting DCA slots, the BK judge will have to approve the changes in the POR resulting from said divestitures...

Another way to look at it with reference to the MOU is this:

On page 10 of the MOU, Paragraph 18 (c), it says the MOU will be null and void in its entirety to all parties if the merger is not consummated... That consummation requires the DOJ approval...

 

[Turtle21]

Where is DOJ approval referenced as a requirement for MOU implementation? Please quote from the actual document. Thx.

Prerequisites for effective date. Gotta have all met. Just like SLI.

 

[Bringupthebird]

The DOJ is not directly referenced in the MOU. However, on page 1 paragraph 3, it says the MOU will begin implementation on the "Effective date" of the POR. The "effective date" cannot happen until the DOJ approves the merger.

How did the MOU specifically define the POR date? Why should the pilots read into the MOU something that isn't there? If the black letter reading of the MOU states that the POR is the date the BK judge approves the merger (conditionally or otherwise) then that trigger has been met.

This could drag on forever with folks agreeing to redefine the intent of the MOU.

 

[Turtle21]

How did the MOU specifically define the POR date? Why should the pilots read into the MOU something that isn't there? If the black letter reading of the MOU states that the POR is the date the BK judge approves the merger (conditionally or otherwise) then that trigger has been met.

This could drag on forever with folks agreeing to redefine the intent of the MOU.

The MOU does not define the POR date ...

Quite the contrary.. The effective date of the POR defines the effective date of the MOU... The POR effective date is adopted contractually (and conditionally) into the MOU as the "effective date"... it is an agreement that becomes effective on the effective date of the POR... I don't the think the POR is in effect...Do you?

3. Beginning on the effective date of the POR (the ?Effective Date?),


If you think the POR effective date has come and gone then you should have already turned in your grievance for getting the pay rates and all the other bennies.

 

[ackattacker]

It's not a matter of interpreting the MOU. The MOU becomes effective when the POR becomes effective. You need to look in the actual POR, which you can find here:

http://www.amrcaseinfo.com/pdflib/8590_15463.pdf

1.111 Effective Date means a Business Day on or after the Confirmation Date specified by the Debtors on which the conditions to the effectiveness of the Plan specified in Section 9.2 hereof have been satisfied or otherwise effectively waived, which date shall occur contemporaneously with the Closing Date. The Debtors shall file a notice of the Effective Date with the Bankruptcy Court and with the Securities and Exchange Commission.

9.2 Conditions Precedent to Effective Date. The following are conditions precedent to the Effective Date of the Plan:
(a) The Confirmation Order shall be in full force and effect, and no stay thereof shall be in effect;
(b) All actions, documents, and agreements necessary to implement the Plan shall have been effected or executed;
(c) The Debtors shall have received any authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to implement the Plan and are required by law, regulation, or order;
(d) Each of the New AAG Certificate of Incorporation, the New AAG Bylaws, the Certificate of Designations, the Amended Certificates of Incorporation, the Amended Bylaws, and the New AAG 2013 Incentive Award Plan shall be in full force and effect;
(e) All conditions precedent to consummation of the Merger, pursuant to the Merger Agreement, shall have been satisfied or waived in accordance with the Merger Agreement, and the Merger Closing shall occur contemporaneously with the Effective Date;
(f) All of the matters set forth in Section 4.10 of the Merger Agreement and Section 4.1(o) of the American Disclosure Letter, including, without limitation, the Chairman Letter Agreement, shall have been approved by the Bankruptcy Court and shall be in effect;
(g) All of the Debtors’ defined benefit plans shall have been frozen, and the lump sum and installment forms of optional benefit payments for the Debtors’ pilots shall have been eliminated;
(h) The Bankruptcy Court shall have entered an order finding that the aggregate amount of estimated Allowed Single-Dip General Unsecured Claims plus the amount of Disputed Single-Dip General Unsecured Claims utilized for determining the Disputed Claims Reserve to be established pursuant to Section 7.3 hereof shall not exceed $3.2 billion;
(i) The Effective Date shall be no earlier than the sixth (6th) Business Day after entry of the Confirmation Order;
(j) The Debtors shall have filed with the Bankruptcy Court a notice setting forth the proposed Effective Date at least six (6) Business Days in advance of such proposed Effective Date; and
(k) The global certificate(s) representing the New Mandatorily Convertible Preferred Stock shall have been delivered to The Depository Trust Company pursuant to Section 5.3 hereof.

 

[Bringupthebird]

http://aviationblog.dallasnews.com/...an-to-a-Merger-MOU-explainer-January-2013.pdf

USAPA defined the Effective date on Page 6 as, "Upon Bankruptcy Court approval of a Plan of Reorganization to merge US Airways and American Airlines, the merger will begin to be finalized. The date of approval of the Plan of Reorganization will be known as the Effective Date of the merger. On the Effective Date: New compensation, working conditions, and other guidelines outlined by the MTA will go into effect for USAirways pilots."

So I guess I need to file a grievance against what stands in place of a union for distributing false and misleading information prior to the vote on approval of the MOU.

 

[Turtle21]

http://aviationblog.dallasnews.com/...an-to-a-Merger-MOU-explainer-January-2013.pdf

USAPA defined the Effective date on Page 6 as, "Upon Bankruptcy Court approval of a Plan of Reorganization to merge US Airways and American Airlines, the merger will begin to be finalized. The date of approval of the Plan of Reorganization will be known as the Effective Date of the merger. On the Effective Date: New compensation, working conditions, and other guidelines outlined by the MTA will go into effect for USAirways pilots."

So I guess I need to file a grievance against what stands in place of a union for distributing false and misleading information prior to the vote on approval of the MOU.

The POR is not really approved. It was a political stunt. What is so hard for you to understand? Gee. Go give more money to Marty, already.