EXHIBIT 10.6.8
AMENDMENT NO. 4 TO SECURITY AGREEMENT AND CHATTEL MORTGAGE
(AIRCRAFT NO. N5O5MC)(1)
THIS FOURTH AMENDMENT TO THE SECURITY AGREEMENT AND CHATTEL MORTGAGE
is dated as of May 31, 2005, (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. N5O5MC, Manufacturer's Serial Number 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
30r20(0)l, 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, amended by Amendment No. 3 to
Security Agreement and Chattel Mortgage dated as of July 27, 2004, recorded
August 24, 2004 as Conveyance No. NN027686 (the "AIRCRAFT CHATTEL MORTGAGE").
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(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:
A. AMENDMENT TO AIRCRAFT CHATTEL MORTGAGE
1. The proviso to Section 4(g)(ii) of the Aircraft Chattel Mortgage is
hereby amended by (x) deleting the text "$50,000,000" appearing therein, and (y)
inserting the text "$15,000,000" in lieu thereof.
B. MISCELLANEOUS PROVISIONS
1. 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.
2. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Aircraft
Chattel Mortgage.
4. 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.
* * *
-2-
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.
ATLAS FREIGHTER LEASING III, INC.
By: /s/ William C. Bradley
------------------------------
Name: William C. Bradley
Title: Treasurer & Secretary
Mortgage Amendment
(N505MC)
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Agent
By: /s/ Mark B. Cohen
------------------------------
Name: Mark B. Cohen
Title: Managing Director
By: /s/ Steven A. Cohen
------------------------------
Name: Steven A. Cohen
Title: Director
Mortgage Amendment
(N505MC)
Schedule to Exhibit 10.6.8
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)
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N509MC 21221 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N509MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N512MC 21220 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N512MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N517MC 23300 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N517MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N522MC 21783 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N522MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N523MC 21782 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N523MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N524MC 21784 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N524MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N526MC 22337 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N526MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N527MC 22471 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N527MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N528MC 22472 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N528MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N534MC 21832 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N534MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N808MC 21048 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N808MC) dated as
Americas of May 31, 2005
- -------------------- ------------------------ ---------------- ------------------------- -----------------------------
N809MC 20887 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Trust Company III Agreement (N809MC) dated as
Americas of May 31, 2005
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CF6-50E2 Spare 530168; 517530; Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Engines 517790; 517602; Trust Company III Agreement (CF6-50E2 Spare
517547; 517,538; Americas Engines) dated as of May
517,539; 455167; 530255 31, 2005
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CF6-80C2 BSF Spare 704,699; 704860; 704918 Deutsche Bank Atlas Freighter Leasing Amendment No. 4 to Security
Engines Trust Company III Agreement (CF6-50E2 Spare
Americas Engines) dated as of May
31, 2005
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