EXECUTION VERSION
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 1
[ATA EETC 2002-1]
DATED AS OF OCTOBER 15, 2002
AMONG
AMERICAN TRANS AIR, INC.,
ATA HOLDINGS CORP. (F/K/A AMTRAN, INC.)
AS GUARANTOR,
WILMINGTON TRUST COMPANY,
AS PASS THROUGH TRUSTEE UNDER EACH
OF THE PASS THROUGH TRUST AGREEMENTS,
WILMINGTON TRUST COMPANY,
AS SUBORDINATION AGENT,
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
AS ESCROW AGENT
AND
WILMINGTON TRUST COMPANY,
AS PAYING AGENT
NOTE PURCHASE AGREEMENT AMENDMENT NO. 1
(ATA EETC 2002-1)
RECITALS:
A. Each of American Trans Air, Inc., an Indiana corporation (the
"Company"), ATA Holdings Corp., formerly known as Amtran, Inc., an
Indiana corporation (the "Guarantor"), Wilmington Trust Company, a
Delaware banking corporation ("WTC"), not in its individual capacity
except as otherwise expressly provided in the Note Purchase Agreement
(as such term is defined below), but solely as trustee (in such
capacity together with its successors in such capacity, the "Pass
Through Trustee") under each of the two separate Pass Through Trust
Agreements, WTC, not in its individual capacity except as otherwise
expressly provided in the Note Purchase Agreement, but solely as
subordination agent and trustee (in such capacity together with its
successors in such capacity, the "Subordination Agent") under the
Intercreditor Agreement, Wells Fargo Bank Northwest, National
Association, a national banking association, as escrow agent (in such
capacity together with its successors in such capacity, the "Escrow
Agent"), under each of the Escrow and Paying Agent Agreements (as
defined below), and WTC, not in its individual capacity except as
otherwise expressly provided herein, but solely as Paying Agent (in
such capacity together with its successors in such capacity, the
"Paying Agent") under each of the Escrow and Paying Agent Agreements,
entered into a Note Purchase Agreement dated as of March 28, 2002 (the
"Note Purchase Agreement"). All capitalized terms in this Amendment
that are not defined herein will have the same meaning as provided in
the Note Purchase Agreement. All references to "Sections" or "Exhibits"
refer to Sections and Exhibits of the Note Purchase Agreement, unless
otherwise noted herein. The Company, Guarantor, WTC, Pass Through
Trustee, Subordination Agent, Escrow Agent, and Paying Agent are
collectively referred to in this Amendment as the "Parties."
B. The Parties have noted certain errata in the Note Purchase Agreement.
C. The Parties wish to correct such errata, and thus amend and revise the
Note Purchase Agreement as provided below.
Therefore, for good and valuable consideration, the Parties hereby agree,
effective as of the 15th day of October, 2002, to amend and revise the Note
Purchase Agreement as follows:
1. Except as specifically modified in this Amendment, the terms of the Note
Purchase Agreement will remain in full force and effect. In the event that the
terms of this Amendment conflict in any way with the terms of the Note Purchase
Agreement, the terms of this Amendment will control.
Note Purchase Agreement Amendment No. 1 - Page 1
2. Schedule VI to the Note Purchase Agreement (entitled Mandatory Economic
Terms) will be deleted in its entirety, and replaced with the attached Revised
Schedule VI to the Note Purchase Agreement. To clarify, the intended effects of
such replacement are:
a. to revise the first paragraph of that portion of Schedule VI captioned
"Maximum Principal Amount" to delete the language indicated by strike-out text
below, to replace such deleted text with the language indicated by
double-underlined text below, and to retain the language indicated by italicized
text below:
The aggregate original principal amount of all Equipment Notes for an
Aircraft shall not exceed the maximum principal amount of the Equipment
Notes indicated for such Aircraft as set forth in the Private Placement
Memorandum under "Summary -- Secured Promissory Notes and the Aircraft"
under the column "Maximum Principal Amount." The aggregate original
principal amount of all Equipment Notes of any series shall not exceed
the aggregate face amount of all Certificates of the related class.
b. to revise that portion of Schedule VI captioned "Average Life (in years)" to
delete the language indicated by strike-out text below, to replace such deleted
text with the language indicated by double-underlined text below, and to retain
the language indicated by italicized text below:
Average life (in years)
As of the Delivery Period Termination Date (or if earlier, the date of
the occurrence of a Triggering Event), the average life of the Class A
Certificates and the Class B Certificates (x) with respect to the Class
A Certificates shall be between, (i) prior to the funding contemplated
by the Delayed Funding Implementation Agreement 7.49 to and 7.69 years
from the Issuance Date , and (ii) subsequent to the funding
contemplated by the Delayed Funding Implementation Agreement 7.14 and
7.34 years from the Issuance Date, subject to final reoptimization, and
(y) with respect to the Class B Certificates shall not exceed 4 years
from the Issuance Date (computed without regard to the acceleration of
any Equipment Notes and after giving effect to any special distribution
on the Certificates thereafter required in respect of unused Deposits).
Note Purchase Agreement Amendment No. 1 - Page 2
c. to delete that portion of Schedule VI captioned "Amortization Schedule",
including the text below such caption, as indicated by strike-out text below:
d. to revise that portion of Schedule VI captioned "Final Maturity Date" to
delete the language indicated by strike-out text below, to replace such deleted
text with the language indicated by double-underlined text below, and to retain
the language indicated by italicized text below:
Final Maturity Dates
Equipment Notes
Series A: not to extend beyond February 20, 2013.
Series B: not to extend beyond February 20, 2008.
Certificates
Class A: August 20, 2014
Class B: August 20, 2009
e. to revise the first paragraph of that portion of Schedule VI captioned "Lease
Payment Dates" to add the language indicated by double-underlined text below,
while retaining the language indicated by italicized text below
Lease Payment Dates: February 20, May 20, August 20 and November 20, and may
include additional Lease Payment Dates (i) January 20, 2003, March 20, 2003,
April 20, 2003, and June 20, 2003, and (ii) the twentieth anniversary of the
Delivery Date under the applicable Lease.
f. no other change to Schedule VI is intended to be effected by this Amendment.
[Remainder of Page Intentionally Left Blank]
Note Purchase Agreement Amendment No. 1 - Page 3
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
AMERICAN TRANS AIR, INC.
By
----------------------------------------------------
Name:
Title:
Address: 7337 West Washington Street
Indianapolis, Indiana 46231
Attention: Treasurer
Facsimile: (317) 240-7091
ATA HOLDINGS CORP. (f/k/a AMTRAN, INC.), as Guarantor
By
----------------------------------------------------
Name:
Title:
Address: 7337 West Washington Street
Indianapolis, Indiana 46231
Attention: Treasurer
Facsimile: (317) 240-7091
Note Purchase Agreement Amendment No. 1 - Signature Page 1
WILMINGTON TRUST COMPANY, not in its
individual capacity, except as
otherwise provided herein, but solely
as Pass Through Trustee
By
----------------------------------------------------
Name:
Title:
Address: Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Facsimile: (302) 636-6140
WILMINGTON TRUST COMPANY, not in its
individual capacity, except as
otherwise provided herein, but solely
as Subordination Agent
By
----------------------------------------------------
Name:
Title:
Address: Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Facsimile: (302) 636-6140
Note Purchase Agreement Amendment No. 1 - Signature Page 2
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
----------------------------------------------------
Name:
Title:
Address: 79 South Main Street
3rd Floor
Salt Lake City, Utah 84111
Attention: Corporate Trust Department
Facsimile: (801) 246-5053
WILMINGTON TRUST COMPANY, not in its
individual capacity, except as
otherwise provided herein, but solely
as Paying Agent
By
----------------------------------------------------
Name:
Title:
Address: Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Facsimile: (302) 636-6140
Note Purchase Agreement Amendment No. 1 - Signature Page 3
Revised SCHEDULE VI to
Note Purchase Agreement
MANDATORY ECONOMIC TERMS
Equipment Notes
Obligor: American Trans Air, Inc., or an Owner Trust
Maximum Principal Amount:
The aggregate original principal amount of all Equipment Notes for an Aircraft
shall not exceed the maximum principal amount of the Equipment Notes indicated
for such Aircraft as set forth in the Private Placement Memorandum under
"Summary -- Secured Promissory Notes and the Aircraft" under the column "Maximum
Principal Amount." The aggregate original principal amount of all Equipment
Notes of any series shall not exceed the aggregate face amount of all
Certificates of the related class.
Initial loan to aircraft value (with the value of any Aircraft equal to the
value for such Aircraft set forth in the Private Placement Memorandum in
"Summary - The Offering - Secured Promissory Notes and the Aircraft" under the
column "Appraised Base Value"):
Series A: not in excess of 51%
Series B: not in excess of 66%
The loan to aircraft value for each series of Equipment Notes issued in respect
of each Aircraft (computed (i) after aggregating the principal amount of all
series of Equipment Notes that rank senior to the series of Equipment Notes for
which loan to aircraft value is being calculated and (ii) as of the date of the
issuance thereof on the basis of the Assumed Appraised Value of such Aircraft
and the Depreciation Assumption (as defined in the Private Placement Memorandum
in the Glossary)) must not exceed as of any Regular Distribution Date thereafter
(assuming no default in the payment of the Equipment Notes) the following
amounts:
Series A: not in excess of 51%
Series B: not in excess of 66%
Initial average life (in years)
Series A: not extend beyond 8 years from the Issuance Date
Series B: not extend beyond 5 years from the Issuance Date
Average life (in years)
Note Purchase Agreement Amendment No. 1 (Revised Schedule VI to
Note Purch. Agrmt.) - Page 1
As of the Delivery Period Termination Date (or if earlier, the date of
the occurrence of a Triggering Event), the average life of the Class A
Certificates and the Class B Certificates shall be (x) with respect to
the Class A Certificates between (i) prior to the funding contemplated
by the Delayed Funding Implementation Agreement 7.49 and 7.69 years
from the Issuance Date, and (ii) subsequent to the funding contemplated
by the Delayed Funding Agreement Letter 7.14 and 7.34 years from the
Issuance Date, subject to final reoptimization, and (y) with respect to
the Class B Certificates shall not exceed 4 years from the Issuance
Date (computed without regard to the acceleration of any Equipment
Notes and after giving effect to any special distribution on the
Certificates thereafter required in respect of unused Deposits).
Final Maturity Dates
Equipment Notes:
Series A: not to extend beyond February 20, 2013
Series B: not to extend beyond February 20, 2008
Certificates:
Class A: August 20, 2014
Class B: August 20, 2009
Debt Rate (computed on the basis of a 360-day year consisting of twelve 30-day
months, payable semi-annually in arrears)
Series A: 8.328%
Series B: 10.699%
Payment Dates: February 20, May 20, August 20 and November 20
Make-Whole Premiums: as provided in Section 1.01 of the forms of Trust Indenture
marked as Exhibit A-3 and C-2 of the Note Purchase
Agreement (the "Trust Indenture Form")
Redemption
and Purchase: as provided in Article II of the Trust Indenture Form
Lease
Term: The Base Lease Term shall expire by its terms on or after
final maturity date of the related Series A Equipment Notes
Note Purchase Agreement Amendment No. 1 (Revised Schedule VI to
Note Purch. Agrmt.) - Page 2
Lease Payment Dates: February 20, May 20, August 20 and November
20, and may include additional Lease Payment
Dates (i) January 20, 2003, March 20, 2003,
April 20, 2003, and June 20, 2003, and (ii)
the twentieth anniversary of the Delivery
Date under the applicable Lease.
Minimum Rent: Basic Rent due and payable on each Payment
Date shall be at least sufficient to pay in
full, as of such Payment Date (assuming
timely payment of the related Equipment
Notes prior to such Date), the aggregate
principal amount of scheduled installments
due on the related Equipment Notes
outstanding on such Payment Date together
with accrued and unpaid interest thereon.
Supplemental Rent: Sufficient to cover the sums described in
clauses (1) through (6) of such term as
defined in Section 1 of the forms of Leases
(the "Lease Form") marked as Exhibits A-2-1
and A-2-2 of the Note Purchase Agreement.
Stipulated Loss Value: At all times equal to or greater than the
then outstanding principal amount of
the related Equipment Notes plus, for any
date other than a Lease Payment
Date, accrued interest thereon
EBO Price: Equal to or greater than the then-current
Stipulated Loss Value
Termination Value: At all times equal to or greater than the
then outstanding principal amount of
the related Equipment Notes plus, for any
date other than a Lease Payment
Date, accrued interest thereon
All-risk hull insurance: not less than Stipulated Loss Value, subject
to Lessee's right to self-insure on terms no
more favorable to Lessee in any material
respect than those set forth in Section 11
of the Lease Form
Minimum Liability
Insurance Amount: as set forth in Schedule I of the Lease Form
Past Due Rate: as set forth in Schedule I of the Lease Form
Note Purchase Agreement Amendment No. 1 (Revised Schedule VI to
Note Purch. Agrmt.) - Page 3
Participation Agreement Loan Trustee, Subordination Agent, Liquidity Providers,
Pass Through Trustees, Escrow Agents and Note Holders indemnified against
Expenses and Taxes to the extent set forth in Section 9 of the form of the
Participation Agreement (the "Leased Aircraft Participation Form") marked as
Exhibit A-1 to the Note Purchase Agreement and Section 7 of the form of the
Participation Agreement (the "Owned Aircraft Participation Form") marked as
Exhibit C-1 of the Note Purchase Agreement.
Note Purchase Agreement Amendment No. 1 (Revised Schedule VI to
Note Purch. Agrmt.) - Page 4