UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 12, 2005
ATA Holdings Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
000-21642 35-1617970
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(Commission File Number) (IRS Employer Identification No.)
7337 West Washington Street
Indianapolis, Indiana 46231
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(Address of Principal Executive Offices) (Zip Code)
(317) 247-4000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2004, ATA Holdings Corp. (the "Company") and Southwest
Airlines Co. ("Southwest") executed a document entitled "Bid Proposal to
Purchase From, Provide a DIP Facility and Exit Facility To, and Codeshare With
ATA Holdings Corp." which was dated as of December 22, 2004 (the "Bid
Proposal"), by which Southwest agreed, among other things, to provide the
Company's subsidiary, ATA Airlines, Inc. ("ATA"), with a debtor-in-possession
loan facility of up to $47 million. As required by the Bid Proposal, on December
23, 2004, ATA and Southwest entered into a Secured Debtor-In-Possession Credit
and Security Agreement dated as of December 22, 2004 (the "DIP Facility") that
provides up to $40 million in cash to ATA plus a guaranty by Southwest of up to
$7 million. During the term of the DIP Facility, ATA is subject to certain
financial covenants.
On February 3, 2005, Southwest and the Company entered into a First
Amendment to Credit Agreement (the "First Amendment"). Under the First
Amendment, the DIP Facility was amended by changing the starting date for the
periods in which the Minimum Consolidated EBITDARR and Minimum Adjusted EBITDARR
financial covenants are effective from January 1, 2005, to February 1, 2005.
On February 28, 2005, Southwest and the Company entered into a Second
Amendment to Credit Agreement (the "Second Amendment"). Under the Second
Amendment, the DIP Facility was amended by changing the starting date for the
periods in which the Minimum Consolidated EBITDARR and Minimum Adjusted EBITDARR
financial covenants are effective from February 1, 2005, to March 1, 2005.
On April 15, 2005, Southwest and the Company entered into a Third Amendment
to Credit Agreement (the "Third Amendment"). Under the Third Amendment, the DIP
Facility was amended by changing the starting date for the periods in which the
Minimum Consolidated EBITDARR and Minimum Adjusted EBITDARR financial covenants
are effective from March 1, 2005, to April 1, 2005.
On May 12, 2005, Southwest and the Company entered into a Fourth Amendment
to Credit Agreement (the "Fourth Amendment"). Under the Fourth Amendment, the
DIP Facility was amended by changing the starting date for the periods in which
the Minimum Consolidated EBITDARR and Minimum Adjusted EBITDARR financial
covenants are effective from April 1, 2005, to May 1, 2005.
The First Amendment, Second Amendment, Third Amendment and Fourth Amendment
(collectively the "Amendments") were subject to the consent of the Air
Transportation Stabilization Board and the Official Creditors Committee for ATA
in its Chapter 11 case, both of which consented to each of these Amendments.
Without the Amendments, the Company would not now be in compliance with the
financial covenants in the DIP Facility.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATA Holdings Corp.
Date: May 17, 2005 By: /s/Brian T. Hunt
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Name: Brian T. Hunt
Title: Senior Vice President & General Counsel