EXHIBIT 4.1.41
EXECUTION COPY
1999 EETC TRANSACTION
AMENDMENT TO 1999 CLASS A-1 PASS THROUGH TRUST SUPPLEMENT
THIS AMENDMENT TO TRUST SUPPLEMENT NO. 1999-1A-1 is made as of the 27th
day of July, 2004 (this "AMENDMENT"), by and between ATLAS AIR, INC. (the
"COMPANY") and WILMINGTON TRUST COMPANY (the "TRUSTEE"), as Trustee under the
Pass Through Trust Agreement dated as of April 1, 1999, between the Company and
the Trustee with respect to the formation from to time of separate Atlas Air
Pass Through Trusts (as amended from time to time, the "TRUST AGREEMENT").
PRELIMINARY STATEMENT
The Company and the Trustee are parties to the Trust Agreement and to the
supplements thereto, including Trust Supplement No. 1999-1A-1 (the "CLASS A-1
SUPPLEMENT"), pursuant to which 7.20% Atlas Air Pass Through Certificates,
Series 1999-1A-1, were issued. As contemplated by the Restructure Agreements,
dated as of July 27, 2004, among the Company, the Trustee and the other parties
named therein (collectively, "RESTRUCTURE AGREEMENTS"), the Company and the
Trustee desire to enter into this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS.
Capitalized terms used and not otherwise defined herein shall have the
same meanings given to them in the Trust Agreement or Class A-1 Supplement, as
applicable.
2. AMENDMENTS TO CLASS A-1 SUPPLEMENT.
The Class A-1 Supplement is amended as follows:
(a) The following Section 3.03 is added after Section 3.02 of the Class
A-1 Supplement:
"Section 3.03 ADDITIONAL PROVISIONS REGARDING LEASES AND INDENTURES.
(a) The Trustee and the Company acknowledge and agree that (i)
each of the Leases has been amended by a certain amendment dated as
of July 27, 2004 between the Owner Trustee named therein and the
Company (collectively, the "Lease Amendments"), and (ii) each of the
Indentures has been amended by a certain supplement dated as of July
27, 2004 between the Company or the Owner Trustee (as applicable)
named therein and the Mortgagee named therein (collectively, the
"Indenture Supplements"). As of the Restructure Agreement Execution
Date, (x) all references herein and, with respect to the Applicable
Trust
created hereby, in the Basic Agreement to the Leases shall mean and
refer to the Leases as amended by the Lease Amendments and as
further amended from time to time, (y) all references herein and,
with respect to the Applicable Trust created hereby, in the Basic
Agreement to the Indentures shall mean and refer to the Indentures
as amended by the Indenture Supplements and as further amended from
time to time, and (z) all capitalized terms used herein and, with
respect to the Applicable Trust created hereby, in the Basic
Agreement without definition shall have the respective meanings
specified in the Leases, as amended by the Lease Amendments, and in
the Indentures, as amended by the Indenture Supplements.
(b) The Trustee and the Company agree that in addition to the
duties and responsibilities of the Trustee hereunder and, with
respect to the Applicable Trust created hereby, under the Basic
Agreement, the Trustee shall also, on and after the Restructure
Agreement Execution Date, have the following duties and
responsibilities:
(i) As promptly as practical after, and in any event
within 10 days after, the receipt by the Trustee from the Loan
Trustee of any notice regarding any Enhancements pursuant to
the Leases or the Indentures, the Trustee shall transmit by
mail to the Certificateholders holding Certificates in
accordance with Section 313(c) of the Trust Indenture Act, a
copy of such notice.
(ii) As promptly as practical after, and in any event
within 10 days after, the receipt by the Trustee from the Loan
Trustee of a request by the Company to sell an Owned or
Controlled Aircraft as required pursuant to the Leases and the
Indentures upon the occurrence of a Sale Trigger Event for a
cash bid realizing net cash proceeds of less than the Minimum
Sales Price, the Trustee shall transmit by mail to the
Applicable Certificateholders holding Applicable Certificates
in accordance with Section 313(c) of the Trust Indenture Act,
a copy of such request. The Trustee shall follow the Direction
of a majority in interest of the Fractional Undivided
Interests of the Applicable Certificates with respect to such
request. The Trustee shall not take any action with respect to
such request unless and until it receives such a Direction.
(iii) As promptly as practical after, and in any event
within 10 days after, the receipt by the Trustee of any report
from the Loan Trustee regarding Consolidated Adjusted EBITDA
pursuant to the Leases or the Indentures, the Trustee shall
transmit by mail to the Applicable Certificateholders holding
Applicable Certificates in accordance with Section 313(c) of
the Trust Indenture Act, a copy of such report.
(iv) As promptly as practical after, and in any event
within 10 days after, the receipt by the Trustee from the Loan
Trustee of a request by the Company to amend, supplement or
waive any of the provisions of the
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Maintenance Contracts or enter into any additional Maintenance
Contracts in replacement (whether in partial replacement or
complete replacement) of the Maintenance Contracts pursuant to
the Leases or the Indentures, the Trustee shall transmit by
mail to the Applicable Certificateholders in accordance with
Section 313(c) of the Trust Indenture Act, a copy of such
request. The Trustee shall follow the Direction of a majority
in interest of the Fractional Undivided Interests of the
Applicable Certificates with respect to such request.
(v) As promptly as practical, and in any event within 10
days after, the receipt by the Trustee of any information,
report or certificate obtained by the Consultant pursuant to
the Leases or the Indentures, the Trustee shall transmit by
mail to the Applicable Certificateholders in accordance with
Section 313(c) of the Trust Indenture Act, a copy of any such
information, report or certificate.
(vi) The Trustee shall follow the Direction of a
majority in interest of the Fractional Undivided Interests of
the Applicable Certificates with respect to the designation of
any Special Inspector and with respect to any inspection
pursuant to the Leases or the Indentures. As promptly as
practical after, and in any event within 10 days after, the
receipt by the Trustee of copies of any Aircraft Documents,
results of any inspection or any other information obtained by
the Special Inspector pursuant to the Leases or the
Indentures, the Trustee shall transmit by mail to the
Applicable Certificateholders in accordance with Section
313(c) of the Trust Indenture Act, copies of any such Aircraft
Documents, results of inspection or other information.
(vii) As promptly as practical after, and in any event
within 10 days after, the receipt by the Trustee from the Loan
Trustee of a request by the Company to replace a Maintenance
Contractor pursuant to the Leases or the Indentures, the
Trustee shall transmit by mail to the Applicable
Certificateholders in accordance with Section 313(c) of the
Trust Indenture Act, a copy of such request and a copy of any
proposed contract and assignment with respect thereto. The
Trustee shall follow the Direction of a majority in interest
of Fractional Undivided Interests of the Applicable
Certificates with respect to such request, contract and
assignment. The Trustee shall not take any action with respect
to such request, contract or assignment unless and until it
receives such a Direction.
(viii) The Trustee shall follow the Direction of a
majority in interest of Fractional Undivided Interests of the
Applicable Certificates with respect to any choice and
designation of a Consultant or a Special Inspector pursuant to
the Leases or the Indentures. The Trustee shall not take any
action with respect to any such choice or designation unless
and until it receives such a Direction.
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3. MISCELLANEOUS.
(a) The Trustee accepts the trusts created by the Trust Agreement, as
supplemented by the Class A-1 Supplement as amended by this
Amendment, and agrees to perform the same upon the terms and
conditions of the Trust Agreement, as supplemented by the Class A-1
Supplement as amended by this Amendment.
(b) Except to the extent that the Class A-1 Supplement is expressly
amended by this Amendment, the Trust Agreement and Class A-1
Supplement shall remain in full force and effect, without
modification or amendment.
(c) This Amendment shall be binding upon, and shall inure to the benefit
of, the parties hereto and the successors and assigns of each of the
parties hereto.
(d) This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
(e) This Amendment may be executed in two counterparts and by the
parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and
the same instrument. A facsimile of an executed counterpart shall
have the same effect as the original executed counterpart.
4. EFFECTIVENESS.
This Amendment shall take effect on the Effective Date (as defined in the
Restructure Agreements).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Supplement
to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
ATLAS AIR, INC.
By: /s/ William C. Bradley
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Name: William C. Bradley
Title: Vice President & Treasurer
WILMINGTON TRUST COMPANY,
AS TRUSTEE
By:
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Name:
Title:
AMENDMENT TO 1999 CLASS A-1 PASS THROUGH TRUST SUPPLEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Trust Supplement
to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
ATLAS AIR, INC.
By:
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Name:
Title:
WILMINGTON TRUST COMPANY,
AS TRUSTEE
By: /s/ Anita E. Dallago
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Name: Anita E. Dallago
Title: Senior Financial Services Officer
AMENDMENT TO 1999 CLASS A-1 PASS THROUGH TRUST SUPPLEMENT