                          UNPUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


RICHLAND-LEXINGTON AIRPORT             
DISTRICT,
                 Plaintiff-Appellee,
                 v.                              No. 02-1455

AMERICAN AIRLINES, INCORPORATED,
              Defendant-Appellant.
                                       
RICHLAND-LEXINGTON AIRPORT             
DISTRICT,
                Plaintiff-Appellant,
                 v.                              No. 02-1481

AMERICAN AIRLINES, INCORPORATED,
               Defendant-Appellee.
                                       
           Appeals from the United States District Court
          for the District of South Carolina, at Columbia.
           Joseph F. Anderson, Jr., Chief District Judge.
                         (CA-99-1230-3-17)

                      Argued: February 26, 2003

                      Decided: March 25, 2003

     Before NIEMEYER and TRAXLER, Circuit Judges, and
          C. Arlen BEAM, Senior Circuit Judge of the
             United States Court of Appeals for the
              Eighth Circuit, sitting by designation.



Affirmed by unpublished per curiam opinion.
2    RICHLAND-LEXINGTON AIRPORT DISTRICT v. AMERICAN AIRLINES
                             COUNSEL

ARGUED: Robert Y. Knowlton, HAYNSWORTH SINKLER
BOYD, P.A., Columbia, South Carolina, for Appellant. Robert Bryan
Barnes, ROGERS, TOWNSEND & THOMAS, P.C., Columbia,
South Carolina, for Appellee. ON BRIEF: Alec Bramlett, Legal
Department, AMERICAN AIRLINES, INC., DFW Airport, Texas,
for Appellant. Katherine B. Barroll, Robert P. Wood, ROGERS,
TOWNSEND & THOMAS, P.C., Columbia, South Carolina, for
Appellee.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                             OPINION

PER CURIAM:

   This case presents a contract dispute between American Airlines,
Inc. and the Richland-Lexington Airport District ("Airport District")
relating to American Airlines’ service at the Columbia [South Caro-
lina] Metropolitan Airport ("Airport"). The "Airport Lease and Use
Agreement" ("Agreement"), which had a term from May 1, 1986,
until December 31, 2009, set forth the terms and conditions under
which American Airlines would operate from the Airport, both at
space assigned to it exclusively and for use of the common Airport
facility. Other passenger carriers at the Airport entered into substan-
tially similar agreements, and each agreement provided that the Air-
port would give earlier signatory carriers the benefit of any better
agreement that the Airport might give to later signatory carriers.

   All of the agreements provided that the Airport District operate,
maintain, and even develop the Airport in exchange for which the air-
lines agreed to pay rent, fees, and other charges, as provided in the
agreements. The rent was to be adjusted each year to accommodate
changes in costs at the Airport, which included any costs for changes
     RICHLAND-LEXINGTON AIRPORT DISTRICT v. AMERICAN AIRLINES         3
to the Airport made pursuant to the Airport’s master plan as approved
by the Federal Aviation Administration ("FAA"). The agreements
also provided that the carriers would collectively address the circum-
stances under which the Airport could issue bonds or borrow money
to undertake capital improvement projects and have the costs of those
bonds or borrowed funds put into the cost category for which the sig-
natory carriers would be responsible.

  For reasons unrelated to the issues in this case, American Airlines
ceased providing jet service to the Airport in 1992, but it continued
some service through its affiliate, American Eagle. In 1996, however,
American Eagle also ceased operations, and at that time American
Airlines ceased paying any rent and fees to the Airport District.

   Beginning in 1995, the Airport District undertook a capital
improvements project at the Airport which was approved, but not
mandated, by the FAA. At no time did the construction, however,
substantially interfere with American Airlines’ operations. The proj-
ect did involve destruction of the old concourse at which American
Airlines’ gates were located and the creation of a new one, which
involved relocation of American Airlines’ space. At the time of relo-
cation to the new concourse, American Airlines was not providing
service at the Airport.

   The Airport District commenced this action for a declaratory judg-
ment that American Airlines did not validly terminate the Agreement
and for a judgment for damages for breach of contract. The action
was filed in South Carolina State court and removed to federal court
based on diversity of citizenship. American Airlines filed an answer
that asserted recoupment for landing fee credits allegedly due Ameri-
can Airlines and a counterclaim for setoff involving the same credits.

   The matter was tried to the district judge without a jury, and fol-
lowing a three-day trial, the district court rendered findings of fact,
conclusions of law, and a judgment. The court declared that the
Agreement had not been terminated and that American Airlines was
not excused from performance under it. The court also awarded the
Airport District past-due rent, late charges on some, but not all of its
claims, and post-judgment interest. Finally, the court credited Ameri-
can Airlines for landing fees of $254,313 that it had claimed. Accord-
4    RICHLAND-LEXINGTON AIRPORT DISTRICT v. AMERICAN AIRLINES
ingly, the court entered a net money judgment in favor of the Airport
District against American Airlines for $174,265.76, plus the post-
judgment interest at the rate of 1% per month, as provided in the
Agreement.

   On appeal, American Airlines contends that the Agreement was not
enforceable against it because (1) rents were subject to annual agree-
ment and there was no rent-setting mechanism in the Agreement; (2)
the Airport renovations required an amendment to the Agreement to
which American Airlines never agreed; and (3) the Airport District,
in implementing the capital improvement project, destroyed the areas
subject to the Agreement, even though it provided American Airlines
other space in the renovated Airport from which to operate. American
Airlines contends that the Airport capital improvements program also
breached the Agreement, releasing American Airlines from any fur-
ther duty of performance of the Agreement. Finally, it contends that
interest provided in the Agreement constituted an unenforceable pen-
alty and that, in any event, post-judgment interest should be governed
by statute, not by the Agreement.

  The Airport District cross-appealed, contending that the district
court incorrectly calculated damages and late charges.

   We have carefully reviewed the record and considered the parties’
arguments, as set forth in their briefs and as made at oral argument.
For the reasons given by the district court in its comprehensive opin-
ion, Richland-Lexington Airport District v. American Airlines, Inc.,
Civil Action No. 3:99-1230-17 (D.S.C. Jan. 11, 2002), we affirm the
judgment of the district court.

                                                         AFFIRMED
