LATHAM & WATKINS
Robert D. Crockett (State Bar No. 105628)
Vincent H. Heron (State Bar No. 172290)
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone: 213-485-1234

Attorneys for Plaintiff
Burbank-Glendale-Pasadena Airport Authority

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

NORTH CENTRAL DISTRICT – BURBANK

WHEREAS on August 8, 1996, plaintiff Burbank-Glendale-Pasadena Airport Authority (the “Authority”) filed a complaint in this condemnation action to condemn an approximately 130-acre parcel of property more particularly described in Exhibit “A-1” attached hereto and incorporated herein by this reference (the “B-6 Property”); and

WHEREAS on ______________, Lockheed Corporation has merged with and into Lockheed Martin Corporation (“Lockheed”) and Lockheed Martin Corporation has acquired ownership of the B-6 Property by operation of law; and . [Verify with OM&M]

WHEREAS the condemnation action came on for trial on April 12, 1999; and

WHEREAS a jury determined the value of the B-6 Property as of February 13, 1997, to be $86,012,056 (the “Verdict Amount”); and

WHEREAS on June 25, 1999, the trial court, the Honorable Carl J. West presiding, entered a judgment (the “Judgment”) for the net amount of $59,286,068.00 (calculated as the Verdict Amount of $86,012,056.00, less an offset for $740,000.00 withdrawn by Aircraft Service Terminal Inc., less $36,952,000.00 withdrawn from the deposit by Lockheed Martin Corporation (“Lockheed”), plus interest on this resulting subtotal in the amount of $5,805,289.00, plus precondemnation delay damages in the amount of $5,160,723.00); and

WHEREAS the Judgment provided that the Authority would be entitled to an Order of Condemnation upon payment of the sums set forth immediately above; and

WHEREAS on June 25, 1999, the Court ordered the Authority to increase its deposit for the B-6 Property by a total amount of $59,286,068.00 payable as follows: $30,000,000.00 due on July 26, 1999 (the “First Deposit”) and $29,286,068.00 due on August 24, 1999 (the “Second Deposit”); and

WHEREAS on July 26, 1999, the Authority paid Lockheed $5,160,723.00 and, on August 6, 1999, paid Lockheed an additional $24,839,277.00, which sums Lockheed and the Authority have agreed satisfy the Authority’s obligations to make the First Deposit; and

WHEREAS on August __, 1999, the Authority made the Second Deposit required by the Court’s June 25, 1999 order; and

WHEREAS the Authority and the City of Burbank (the “City”) have executed an agreement denominated the Escrow Agreement (“Escrow Agreement”); and

WHEREAS the Authority, the City and Security Trust Company, for itself and its successors and assigns (collectively the “Trustee”), have executed a Land Title Trust Agreement (the “Trust Agreement”); and

WHEREAS the Authority, and the City and the Trustee have executed a Grant of Easements, Declaration of Use Restrictions and Agreement for Adjacent Property for the part of the B-6 Property described in Exhibit “A-2” as the “Adjacent Property” (the “Adjacent Property Easement”) and the City, the Authority and the Trustee have executed a Grant of Easements, Declaration of Use Restrictions and Agreement for Trust Property for the part of the B-6 Property described in Exhibit “A-3” as the “Trust Property” (the “Trust Property Easement”) (collectively, the “Easement Agreements”), which will be recorded in the Official Records of Los Angeles County immediately after the recordation of a certified copy of this Final Order of Condemnation (“Final Order”); and

WHEREAS the Authority, the City and Trustee have executed a Memorandum of Option that will be recorded in the Official Records of Los Angeles County immediately after the recordation of the Easement Agreements; and

WHEREAS the decision of the Court of Appeal for the Second Appellate District in City of Burbank et al. v. Burbank-Glendale-Pasadena Airport Authority, 72 Cal. App. 4th 366 (1999), review denied August 11, 1999, upheld the City’s right and power to approve or disapprove the an acquisition of property in the City of Burbank the B-6 Property by the Authority for purposes of expanding or enlarging the Burbank-Glendale-Pasadena Airport (the “Airport”) under California Public Utilities Code Section 21661.6 (“PUC Section 21661.6”), and rejected the Authority’s contentions that the City’s rights under PUC Section 21661.6 are, on their face, preempted by federal law, have been delegated to the Authority or are otherwise, on their face, invalid; and

WHEREAS the execution of the Escrow Agreement and the Trust Agreement, along with the execution and recordation of the Easement Agreements and Memorandum of Option, will render moot all remaining issues in City of Burbank, et al. v. Burbank-Glendale-Pasadena Airport Authority, Case No. EC 022341, and Burbank-Glendale-Pasadena Airport Authority v. City of Burbank, Case No. ES 004248, that could bar entry of this Final Order; and

WHEREAS the Authority and the City have executed, conditioned upon entry of this Final Order, (1) a Request to Dismiss wWithout Prejudice the Authority’s remaining claims in City of Burbank, et al. v. Burbank-Glendale-Pasadena Airport Authority, Case No. EC 022341, (2) a [Proposed] Final Judgment in Case No. EC 022341, and (23) a [Proposed] Final Judgment Denying Petition For Writ in Burbank-Glendale-Pasadena Airport Authority v. City of Burbank, Case No. ES 004248, thereby resolving all issues that could bar entry of this Final Order; and

WHEREAS the Authority has fully complied with the Court’s June 25, 1999 order and satisfied all other conditions to entry of this Final Order; and

WHEREAS the City has given its written consent to entry of this Final Order and thereby agreed: (i) to waive and relinquish all of its rights, if any, to appeal from this Final Order or any other judgment or order in this case, (ii) to waive and relinquish all of its rights, if any, to challenge collaterally this Final Order or any other judgment or order in this case and (iii) to bear its own costs and attorneys fees in this action; and

GOOD CAUSE APPEARING THEREFOR,

IT IS HEREBY ORDERED AND ADJUDGED:

A.THE “ADJACENT PROPERTY.”

1. Unless and until the City approves the Authority’s development plan for the B-6 Property pursuant to PUC Section 21661.6 and its land use laws, as evidenced by an “Acknowledgement Of Development Approval” or a “Notice Of Election To Proceed Under Development Agreement As Modified,” which has been signed, acknowledged and recorded in the official land title records of Los Angeles County, nothing in this Final Order shall authorize the use of the Adjacent Property for the purpose of expanding or enlarging the Airport, and the Authority may not use the Adjacent Property for the purpose of enlarging or expanding the Airport.

2. Subject to the limitation in paragraph 1, all right, title and interest in the Adjacent Property of Lockheed Martin Corporation and its predecessors, successors, subsidiaries and affiliates; Lockheed Corporation, Lockheed Aircraft Corporation, Lockheed Air Terminal, Inc., Rainer Equipment Leasing, Inc., Aircraft Service Terminal Inc. and their predecessors, successors, subsidiaries and affiliates; the Los Angeles County Tax Collector,; and all persons unknown claiming an interest in the Adjacent Property, are hereby condemned to and taken for public use by the Authority, which, upon recording thereof, shall be subject to and in accordance with the terms of the Adjacent Property Easement, as follows: (a) for the uses described in this Court’s July 9, 1997 Stipulated Order in City of Burbank v. Burbank-Glendale-Pasadena Airport Authority, Case. No. EC 022341, to the extent such uses do not constitute the expansion or enlargement of the Airport under PUC Section 21661.6; (b) for the purpose of ensuring that the use and development of the Adjacent Property shall be consistent with the California Airport Noise Standards, California laws and regulations regarding the construction of obstructions to air navigation (including PUC Section 21659), and Federal Aviation Administration (“FAA”) guidelines with respect to clear zones, setbacks, height limits, and electromagnetic and light interference; (c) for the purpose of imposing development restrictions, as described in the Escrow Agreement and established under the Adjacent Property Easement, to ensure that the Adjacent Property is not used for purposes of expanding or enlarging the Airport except as permitted by the City; as described in the Escrow Agreement and established under the Adjacent Property Easement,; and (d) upon the granting of permission therefor by the City pursuant to PUC Section 21661.6 and the City’s other land use and zoning powers, including but not limited to the City’s Zoning Ordinance and General Plan and the Burbank Redevelopment Agency’s Golden State Redevelopment Plan, and only upon the granting of such permission, for purposes of expanding and enlarging the Airport consistent with the terms of the Escrow Agreement and the Adjacent Property Easement.

3. Upon recordation of a certified copy of this Final Order with the County Recorder of the County of Los Angeles, State of California, all right, title and interest in the Adjacent Property described herein, and, upon recording thereof, subject to and in accordance with the terms of the Adjacent Property Easement, shall vest in the Authority, its successors and assigns.

4. Pursuant to Sections 4986, 5082 and 5086 of the Revenue and Taxation Code, all ad valorem real property taxes and any penalties and costs related thereto pertaining to the property described herein are canceled, as of June 8, 1997, the date of possession, upon recordation of a certified copy of this Final Order.

B.“THE TRUST PROPERTY.”

1.The portion of the B-6 Property referred to herein as the Trust Property consists of that portion of the B-6 Property not included in the Adjacent Property. Unless and until the City approves the Authority’s development plan for the B-6 Property pursuant to PUC Section 21661.6 and its land use laws, as evidenced by an “Acknowledgment Of Development Approval” or a “Notice Of Election To Proceed Under Development Agreement As Modified,” which has been signed and acknowledged by the City and recorded in the official land title records of Los Angeles County, nothing in this Final Order shall be understood to confer or vest any right, title or interest in the Trust Property in the Authority (excepting the limited right to occupy and possess the Trust Property as provided in paragraph B.6 below) or to authorize the use of the Trust Property for the purpose of expanding or enlarging the Airport, and the Authority may not use the B-6 Property for the purpose of expanding or enlarging the Airport and may not acquire any right, title or interest in the Trust Property.

2. All right, title and interest in the Trust Property of Lockheed Martin Corporation and its prediecessors, successors, subsidiaries and affiliates; Lockheed Corporation, Lockheed Aircraft Corporation, Lockheed Air Terminal, Inc., Rainer Equipment Leasing, Inc., Aircraft Service Terminal Inc. and their predecessors, successors, subsidiaries and affiliates; the Los Angeles County Tax Collector,; and all persons unknown claiming an interest in the Trust Property, are hereby condemned to and taken for public use, and, upon recording thereof, subject to and in accordance with the terms of the Trust Property Easement, as follows: (a) for the uses described in this Court’s July 9, 1997 Stipulated Order in City of Burbank v. Burbank-Glendale-Pasadena Airport Authority, Case. No. EC 022341, to the extent such uses do not constitute the expansion or enlargement of the Airport under PUC Section 21661.6; (b) for the purpose of imposing development restrictions, as described in the Escrow Agreement and established under the Trust Property Easement, to ensure that the Trust Property is not used for purposes of expanding or enlarging the Airport except as permitted by the City; as described in the Escrow Agreement and established under the Trust Property Easement, (c) for the purpose of insuring, in the event that the Trust Property is sold or transferred to a party other than the Authority in accordance with the terms of the Escrow Agreement and Trust Agreement, that the use and development of the Trust Property shall be consistent with the California Airport Noise Standards, California laws and regulations regarding construction of obstructions to air navigation (including PUC Section 21659), and FAA guidelines with respect to clear zones, setbacks, height limits, and electromagnetic and light interference, and (d) upon the granting of permission therefor by the City pursuant to PUC Section 21661.6 and the City’s other land use and zoning powers, including but not limited to the City’s Zoning Ordinance and General Plan and the Burbank Redevelopment Agency’s Golden State Redevelopment Plan, and only upon granting such permission, for purposes of expanding and enlarging the Airport consistent with the terms of the Escrow Agreement and the Trust Property Easement.

3.Pursuant to PUC Section 21661.6, the Authority may not acquire any portion of the B-6 Property for the purpose of expanding or enlarging the Airport unless and until the Burbank City Council has approved the Authority’s plan to expand or enlarge the Airport. In order to achieve the public purposes set forth in paragraph B.2, above, in a manner consistent with PUC Section 21661.6, pending a decision by the City on the Authority’s applications for permission to acquire the B-6 Property to expand or enlarge the Airport, upon recordation of a certified copy of this Final Order with the County Recorder of the County of Los Angeles, State of California, all right, title, and interest in the Trust Property of Lockheed Martin Corporation and its predecessors, successors, subsidiaries and affiliates; Lockheed Corporation, Lockheed Aircraft Corporation, Lockheed Air Terminal, Inc., Rainer Equipment Leasing, Inc., Aircraft Service Terminal Inc. and their predecessors, successors, subsidiaries and affiliates; the Los Angeles County Tax Collector,; and all persons unknown claiming an interest in the Trust Property, subject to and in accordance with the terms of the Trust Property Easement, shall vest in Security Trust Company, Trustee, and its successors and assigns (collectively the “Trustee”), to hold the Trust Property, and to transfer all right, title and interest therein, subject to the terms of the Trust Property Easement, pursuant to the Escrow Agreement and the Trust Agreement.

4.Pursuant to the Escrow Agreement and the Trust Agreement, if a valid “Final Development Agreement” is not concludedthe City does not approve the Authority’s request to construct a passenger terminal on the B-6 Property , as evidenced by a “Notice of Failure to Execute a Development Agreement,” or a “Notice of Invalidation of Development Agreement”, which has been signed and acknowledged by the City and recorded in the land title records of Los Angeles County, no right, title and interest in the Trust Property shall be transferred to, or vest in, the Authority, and all right, title or interest in the Trust Property shall be sold and transferred by the Trustee, subject to and in accordance with the terms of the Trust Property Easement, to the City or to third parties as provided in the Escrow Agreement and Trust Agreement, with all proceeds from such sale being paid to the Authority. The recordation of a deed describing the Trust Property executed and acknowledged by the Trustee shall be conclusive evidence of the Trustee’s authority to sell and transfer all right, title and interest in the Trust Property to the City or to any other party and, upon the recordation of the Trustee’s deed in favor of the City or other party, the Authority’s limited right of possession and occupancy as described in paragraph B.67 below shall terminate. The Authority shall obtain all right, title and interest to the Trust Property if and only if the City approves the Authority’s request to construct a passenger terminal on the B-6 Property and has recorded an “Acknowledgement Of Development Approval” or a “Notice Of Determination To Proceed Under A Development Agreement As Modified”, as provided in the Escrow Agreement and the Trust Agreement. The recordation of the "Acknowledgement Of Development Approval" or the "Notice Of Determination To Proceed Under A Development Agreement As Modified" with the County Recorder of the County of Los Angeles, State of California, and the recordation of a deed describing the Trust Property executed and acknowledged by the Trustee, shall be conclusive evidence of the Trustee’s authority to transfer and vest in the Authority all right, title, and interest in the Trust Property, subject to the provisions of the Trust Property Easement.

5.Pursuant to Sections 4986, 5082 and 5086 of the Revenue and Taxation Code, all ad valorem real bproperty taxes and any penalties and costs related thereto pertaining to the Trust Property described herein are cancelled as of June 8, 1997, the date of possession, upon recordation of a certified copy of this Final Order.

6.Until such time as the Authority acquires all right, title and interest to the Trust Property or the Trust Property is sold and transferred to the City or to a third party, the Trustee, except as provided in this paragraph, shall have the sole right to possess and occupy the Trust Property, to the exclusion of all others, except as required by law. The Authority, as provided in the Trust Agreement, shall have the right to possess and occupy the Trust Property only for the purposes permitted in the Court’s July 9, 1997 Stipulated Order in City of Burbank v. Burbank-Glendale-Pasadena Airport Authority, Case. No. EC 022341, to the extent such uses do not constitute the expansion or enlargement of the Airport under PUC Section 21661.6, and only in accordance with the Easement Agreements executed by the City and the Authority with respect to the B-6 Property.

C.OTHER PROVISIONS.

1.This Final Order does not affect any indemnity or other obligation of Lockheed with respect to the B-6 Property arising by court order, agreement, law, or otherwise in favor of any other person or entity. Subject to such indemnity or other obligations of Lockheed, and any other available rights of indemnity and contribution, the Authority shall be fully responsible for the B-6 Property upon entry of this Final Order.

2. Nothing in this Final Order shall be interpreted or construed as establishing that the transfer of any right, title or interest in the B-6 Property and/or the imposition of easements and restrictions on the use of the B-6 Property will preempt, or create rights that will result in the preemption of, PUC Section 21661.6 or the City’s local land use laws, including, but not limited to the City’s Zoning Ordinance and General Plan, and the Burbank Redevelopment Agency’s Golden State Redevelopment Plan, or otherwise affect adversely the applicability, validity or enforceability of any of those laws.

3.Promptly upon the entry of this Final Order, the Authority shall cause the Trustee to record a certified copy of this Final Order, the Adjacent Property Easement, the Trust Property Easement, and the Memorandum of Option, in that order and without the intervention of any other document, in the Official Records of Los Angeles County.

4.The clerk of the Superior Court is hereby ordered to pay the balance of the account identified by this case number (which balance is $160,000 plus all accrued interest) forthwith to the “Burbank-Glendale-Pasadena Airport Authority” at 2627 Hollywood Way, Burbank, CA 91505.

IT IS SO ORDERED

Presented By:

LATHAM & WATKINS
Robert D. Crockett
Vincent H. Herron
Damon P. Marmalakis

By: ________________________
Attorneys for Plaintiff
BURBANK-GLENDALE-PASADENA
AIRPORT AUTHORITY

CONSENT OF THE CITY OF BURBANK

This Consent to entry of a Final Order of Confirmation as set forth above is executed by non-party City of Burbank to confirm its agreement: (i) to waive and relinquish all of its rights, if any, to appeal from this Final Order or any other judgment or order in this case, (ii) to waive and relinquish all of its rights, if any, to challenge collaterally this Final Order or any other judgment or order in this case and (iii) to bear its own costs and attorneys fees in this action:

EXHIBIT “A-1”

EXHIBIT “A-2”

EXHIBIT “A-3”