EXHIBIT 10.5.6
EXECUTION COPY
AMENDMENT NO. 4 TO SECURITY AGREEMENT AND CHATTEL MORTGAGE
(AIR CRAFT NO. N355MC)(1)
THIS FOURTH AMENDMENT TO THE SECURITY AGREEMENT AND CHATTEL MORTGAGE
is dated as of November 30, 2004, (this "AMENDMENT"), and entered into by and
between ATLAS AIR INC., a Delaware corporation ("COMPANY"), and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as agent for and representative of ("ADMINISTRATIVE
AGENT") the financial institutions ("LENDERS") party to the Credit Agreement
referred to below. Unless otherwise defined herein, all capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
therein defined.
W I T N E S S E T H:
WHEREAS, Company is party to that certain Fifth Amended and Restated
Credit Agreement, dated as of July 27, 2004, among Company, Atlas Air Worldwide
Holdings, Inc., the Lenders from time to time party thereto and the
Administrative Agent (as amended, modified and/or supplemented from time to
time, the "CREDIT AGREEMENT").
WHEREAS, Company and the Administrative Agent are parties to that
certain First Security Agreement and Chattel Mortgage with respect to one Boeing
747-341, U.S. Registration No. N355MC, Manufacturer's Serial Number 23395, dated
May 18, 2000, between Atlas Air, Inc. as debtor and Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company) as Agent for and Representative of the
Lenders referred to therein, recorded by the Federal Aviation Administration on
July 5, 2000, as Conveyance No. XX015579, amended by the First Amendment to
First Security Agreement and Chattel Mortgage (Aircraft No. 23395) dated as of
May 1, 2002, recorded May 29, 2002, as Conveyance No. M000709, further amended
by the Second Amendment to First Security Agreement and Chattel Mortgage
(Aircraft No. N355MC) dated as of April 30, 2004, recorded May 27, 2004, as
Conveyance No. MM026454, further amended by Amendment No. 3 to First Security
Agreement and Chattel Mortgage (Aircraft No. N355MC) dated as of July 27, 2004,
recorded August 25, 2004, as Conveyance No. Q073443 (the "AIRCRAFT CHATTEL
MORTGAGE") and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend certain provisions of the Aircraft Chattel Mortgage
as provided herein.
NOW THEREFORE, it is agreed:
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(1) This Amendment to the First Security Agreement and Chattel Mortgage has been
executed in several counterparts. To the extent, if any, that this Amendment to
the First Security Agreement and Chattel Mortgage constitutes chattel paper (as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction) no security interest in this Amendment to the First
Security Agreement and Chattel Mortgage may be created through the transfer or
possession of any counterpart other than the original. The counterpart to be
deemed the original shall be the counterpart that contains the receipt therefor
executed by Deutsche Bank Trust Company Americas, as Administrative Agent, on
the signature page thereof and no security interest in this Amendment to the
First Security Agreement and Chattel Mortgage may be created through the
transfer of any counterpart other than said original counterpart.
1. Section 1(b)(i) of the Aircraft Chattel Mortgage is hereby amended by
deleting such subsection in its entirety and inserting the following text in
lieu thereof:
(i) all the tolls, rents, issues, profits, revenues and other income of
the property subject or required to be subject to the lien of this Mortgage;
2. Section 1(b)(xvi) of the Aircraft Chattel Mortgage is hereby amended by
deleting the period and inserting a semi-colon at the end thereof;
3. Section 1(b) is hereby amended by inserting the following text after
Section 1(b)(xvi):
"PROVIDED, HOWEVER, that in no event shall such Aircraft Related
Collateral include or be deemed or construed to include any accounts (as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction) or other rights to payment arising from the
rendition of any ACMI Contract."
4. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
executed by all the parties hereto shall be lodged with Company and the
Administrative Agent.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Aircraft
Chattel Mortgage.
6. From and after the date hereof, all references in the Aircraft Chattel
Mortgage shall be deemed to be references to the Aircraft Chattel Mortgage as
modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
ATLAS AIR, INC.
By: /s/ Dorinda Pannozzo
---------------------------------
Name: Dorinda Pannozzo
Title: Assistant Treasurer
Security Agreement and Chattel
Mortgage Amendment to the First Security
Agreement and Chattel Mortgage
(Aircraft No. N355MC)
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Administrative Agent
By: /s/ David J Bell
---------------------------------
Name: David J Bell
Title: Managing Director
Security Agreement and Chattel
Mortgage Amendment to the First Security
Agreement and Chattel Mortgage
(Aircraft No. N355MC)
Schedule to Exhibit 10.5.6
The agreements listed below are substantially identical to this exhibit and are
not being filed separately as exhibits pursuant to instruction 2 to Regulation
S-K, Item 601.
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REGISTRATION MANUFACTURER'S SERIAL AGENT BORROWER AGREEMENT
NUMBER NUMBER(S)
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N540MC 22508 Deutsche Bank Atlas Air, Inc. Amendment No. 2 to First
Trust Company Security Agreement (N540MC)
Americas dated as of November 30,
2004 to secure obligations
under the Aircraft Credit
Facility.
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N536MC 21576 Deutsche Bank Atlas Air, Inc. Amendment No. 3 to First
Trust Company Security Agreement (N536MC)
Americas dated as of November 30,
2004 to secure obligations
under the Aircraft Credit
Facility.
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