EXHIBIT 10.6.7
EXECUTION COPY
AMENDMENT NO 3 TO SECURITY AGREEMENT AND CHATTEL MORTGAGE
(AIRCRAFT NO. N505MC)(1)
THIS THIRD AMENDMENT TO THE SECURITY AGREEMENT AND CHATTEL MORTGAGE
is dated as of July 27, 2004, (this "AMENDMENT"), and entered into by and
between Atlas Freighter Leasing III, Inc., a Delaware corporation ("BORROWER"),
and Deutsche Bank Trust Company Americas, as agent for and representative of
("ADMINISTRATIVE AGENT") the financial institutions ("LENDERS") party to the
Amended and Restated Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Borrower is party to that certain Credit Agreement, dated
as of April 25, 2000, among Borrower, the Lenders from time to time party
thereto and the Administrative Agent (as amended, modified and/or supplemented
to, but not including, the date hereof, the "CREDIT AGREEMENT").
WHEREAS, pursuant to that certain Amended and Restated Credit
Agreement, dated as of July 27, 2004, among Borrower, the Lenders from time to
time party thereto and the Administrative Agent (as amended, modified and/or
supplemented from time to time, the "AMENDED AND RESTATED CREDIT AGREEMENT"),
Borrower has agreed to further amend and restate the Credit Agreement.
WHEREAS, Borrower and the Administrative Agent are parties to that
certain Security Agreement and Chattel Mortgage with respect to one Boeing
747-2D3B, U.S. Registration No. N505MC, Manufacturer's Serial No. 21251,
dated as of April 25, 2000, between the Borrower and the Agent, recorded by the
Federal Aviation Administration on May 24, 2000, as Conveyance No. DD018943,
supplemented by Supplemental Chattel Mortgage No. 1 dated as of November 13,
2000, recorded on December 20, 2000, as Conveyance No. SS016138, amended by
Amendment No. 1 to Security Agreement and Chattel Mortgage dated as of October
30, 2001, recorded January 9, 2002, as Conveyance No. SS018002, amended by
Amendment No. 2 to Aircraft Chattel Mortgage dated as of June 14, 2002, recorded
August 21, 2002, as Conveyance No. YY034496 (the "AIRCRAFT CHATTEL MORTGAGE").
- ----------
(1) This Amendment to the Security Agreement and Chattel Mortgage has been
executed in several counterparts. To the extent, if any, that this Amendment to
the 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 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 Security Agreement and
Chattel Mortgage may be created through the transfer of any counterpart other
than said original counterpart.
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:
1. The Aircraft Chattel Mortgage is hereby amended by deleting all
references to the term "Credit Agreement" and inserting the term "Amended and
Restated Credit Agreement" in lieu thereof.
2. Section 1(a)(iii) of the Aircraft Chattel Mortgage is hereby deleted in
its entirety and the following is inserted in its place:
"(iii) all appliances, parts, instruments, appurtenances, accessories,
furnishings and other equipment of whatever nature (other than complete Engines
or engines), that may from time to time be incorporated or installed in or
attached to the Airframe or any Engine, together with (i) all appliances, parts,
instruments, appurtenances, accessories, furnishings, other equipment purchased
or owned by Borrower and identified for incorporation or installation in or
attachment to the Airframe or any Engine pursuant to the terms of any agreement
whether or not identified in a Supplemental Chattel Mortgage and (ii) all
appliances, parts, instruments, appurtenances, accessories, furnishings and
other equipment of whatever nature subsequently removed from the Airframe or any
Engine, as the case may be, but otherwise still subject to the Lease
(collectively referred to herein as "PARTS"); and"
3. Section 1(b) of the Aircraft Chattel Mortgage is hereby amended (x) by
deleting the text "and" from the end of clause (vii) of section 1(b), (y) by
renumbering clause (viii) of Section 1(b) as clause (ix), and (z) by inserting
the following new clause:
"(viii) the Subsidiaries Guaranty, including without limitation all
payments of any kind thereunder, and including all rights of Borrower, as
guaranteed beneficiary, to execute any election or option or to give any notice,
consent, waiver or approval under or in respect of the Subsidiaries Guaranty, as
well as any rights, powers or remedies on the part of Borrower, whether arising
under the Subsidiaries Guaranty or by statute or at law or in equity, or
otherwise, arising out of any Lease Event of Default (as defined in the Lease)
or out of any breach of the Subsidiaries Guaranty; and"
4. Section 2 of the Aircraft Chattel Mortgage is hereby amended by
inserting the following new defined term in the appropriate alphabetical order:
""AMENDED AND RESTATED CREDIT AGREEMENT" shall mean the Amended and
Restated Credit Agreement, dated as of July 27, 2004, among Borrower, the
lenders from time to time party thereto, and the Administrative Agent, as
amended, modified or supplemented from time to time."
5. Section 2 of the Aircraft Chattel Mortgage is hereby amended by
deleting the definition of the term "Lease" in its entirety and inserting the
following defined term in its place:
""LEASE" means that certain Lease Agreement, dated as of April 25, 2000,
by and between Atlas Freighter Leasing III, Inc. as Lessor and Atlas Air, Inc.
as Lessee, for the lease of
-2-
the Aircraft, together with any amendments, restatements, modifications,
supplements or additions thereto from time to time, including for the avoidance
of doubt, without limitation, the Amended and Restated Lease Agreement dated as
of July 27, 2004."
6. 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 (including by way of facsimile or electronic
transmission) shall be an original, but all of which shall together constitute
one and the same instrument. A complete set of counterparts shall be lodged with
Borrower and the Administrative Agent.
7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Aircraft
Chattel Mortgage.
8. From and after the date hereof, all references in the Aircraft Chattel
Mortgage to the Aircraft Chattel Mortgage shall be deemed to be references to
the Aircraft Chattel Mortgage as modified hereby.
* * *
-3-
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 FREIGHTER LEASING III, INC.
By: /s/ William C. Bradley
--------------------------------
Name: William C. Bradley
Title: Treasurer and Secretary
Security Agreement and Chattel
Mortgage Amendment
(Aircraft No. N505MC)
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Administrative Agent
By: /s/ Keith C. Braun
--------------------------------
Name: Keith C. Braun
Title: Director
Security Agreement and Chattel
Mortgage Amendment
(Aircraft No. N505MC)
Schedule to Exhibit 10.6.7
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.
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
REGISTRATION MANUFACTURER'S SERIAL AGENT BORROWER AGREEMENT
NUMBER NUMBER(S)
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N509MC 21221 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N509MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N512MC 21220 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N512MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N517MC 23300 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N517MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N522MC 21783 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N522MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N523MC 21782 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N523MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N524MC 21784 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N524MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N526MC 22337 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N526MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N527MC 22471 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N527MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N528MC 22472 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N528MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N534MC 21832 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N534MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N808MC 21048 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N808MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N809MC 20887 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Trust Company III Agreement (N809MC) dated as
Americas of July 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
CF6-50E2 Spare 530168; 517530; Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Engines 517790; 517602; Trust Company III Agreement (CF6-50E2 Spare
517547; 517,538; Americas Engines) dated as of July
517,539; 455167; 530255 27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
CF6-80C2 BSF Spare 704,699; 704860; 704918 Deutsche Bank Atlas Freighter Leasing Amendment No. 3 to Security
Engines Trust Company III Agreement (CF6-50E2 Spare
Americas Engines) dated as of July
27, 2004
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------