Exhibit 10
ATSB LENDERS SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement"), dated as of March 15, 2005, is
entered into by and among the ATSB Lender Parties (as defined below in paragraph
A.), the Official Committee of Unsecured Creditors (the "Committee") and the
Debtors1 (each, a "Party," and collectively, the "Parties").
RECITALS
A. ATA Airlines, Inc. f/k/a American Trans Air, Inc. ("ATA") obtained a
$168,000,000 term loan (the "ATSB Loan") under that certain Loan Agreement,
dated as of November 20, 2002 (the "Loan Agreement"). The ATSB Loan consists of
a $148,500,000 Tranche A Loan (the "Tranche A Loan") and a $19,500,000 Tranche B
Loan (the "Tranche B Loan"). The lenders who made the Tranche A Loan are Govco
Incorporated ("Govco"), as the Primary Tranche A Lender, and Citibank, N.A.
("Citibank"), as the Alternate Tranche A Lender (together with Govco and their
respective successors and permitted assigns, the "Tranche A Lenders"). Citibank
is the sole lender on the Tranche B Loan (the "Tranche B Lender"). The Tranche B
Lender participated a portion of the Tranche B Loan to certain participants,
including, but not limited to, AFS Investments XII, Inc. and International Lease
Finance Corporation. The participants in the Tranche B Loan shall hereinafter be
referred to as the "Tranche B Loan Participants" (collectively with the Tranche
A Lenders and the Tranche B Lender, the "Lenders"). Citibank serves as the agent
for the Lenders (the "Agent") and as the collateral agent under the ATSB Loan
(the "Collateral Agent"). Citicorp North America, Inc. serves as administrative
agent to Govco (collectively with the Agent and the Collateral Agent, the
"Agents"). The Lenders and the Air Transportation Stabilization Board (the
"ATSB") are referred to together as the "ATSB Lenders," and collectively with
the Agents, the "ATSB Lender Parties". BearingPoint, Inc. serves as the loan
administrator to the ATSB Loan ("Loan Administrator").
1 The Debtors are the following entities: ATA Holding Corp. (04-19866), ATA
Airlines, Inc. (04-19868), Ambassadair Travel Club, Inc. (04-19869), ATA Leisure
Corp. (04-19870), Amber Travel, Inc. (04-19871), American Trans Air Execujet,
Inc. (04-19872), ATA Cargo, Inc. (04-19873) and Chicago Express Airlines, Inc.
(04-19874).
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B. As authorized by theAir Transportation Safety and System Stabilization
Act, the ATSB guaranteed repayment of the Tranche A Loan ($148,500,000) to the
Tranche A Lenders pursuant to a Guarantee Agreement, dated as of November 20,
2002 (the "ATSB Guarantee Agreement"). In addition, the repayment of the ATSB
Loan to the ATSB Lender Parties is guaranteed by ATA Holdings Corp. ("ATAH"), as
the parent of ATA, under the Parent Guarantee Agreement, dated as of November
20, 2002 ("ATAH Guarantee") as well as by substantially all ATAH subsidiaries
(other than ATA) (the "ATAH Subsidiaries" and collectively, with ATAH, the
"Other Guarantors")2 under the Subsidiary Guarantee Agreement, dated as of
November 20, 2002 (the "Subsidiary Guarantee").
C. Pursuant to that certain Mortgage and Security Agreement dated as of
November 20, 2002 (the "Security Agreement"), the ATSB Loan is collateralized in
certain pre-petition collateral of ATA, including (i) the Appraised Collateral
(as defined in the Security Agreement), (ii) the "Pledged Accounts" (as defined
in the Security Agreement), (iii) the Pledged Equipment (as defined in the
Security Agreement) and (iv) the proceeds of the foregoing, including
substantially all of ATA's cash in ATA's bank accounts (collectively, the
"Pre-Petition Collateral"). The Pre-Petition Collateral is more fully described
in the "Loan Documents" (as defined in the Loan Agreement).
2 The Loan Agreement was entered into by and among ATA, the Other
Guarantors, the Lenders, the ATSB, the
Agents and the Loan Administrator.
2
D. On October 26, 2004 (the "Petition Date"), each of the Debtors commenced
a Chapter 11 case (each, a "Chapter 11 Case," and collectively, the "Chapter 11
Cases") by filing a voluntary petition for relief under Chapter 11 of Title 11
of the United States Code, as amended (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Southern District of Indiana (the "Court"). The
Chapter 11 Cases have been procedurally consolidated under In re ATA Holdings
Corp., et al. Case No. 04-19866 (Bankr. S.D. Ind.).
E. On the Petition Date, the
outstanding balance on the ATSB Loan was $140,564,059.753 including accrued but
unpaid interest (together with all fees, charges, expenses accrued or to accrue,
and which are payable to the ATSB Lender Parties in accordance with the Loan
Agreement, the "ATSB Loan Obligations").
F. The ATSB Lenders and the Debtors negotiated the Interim Order
Authorizing Debtors' Use of Cash Collateral and Use, Sale and Lease of Other
Pre-Petition Collateral, So Ordered on October 29, 2004, and the ATSB Lenders,
the Debtors and the Committee negotiated the Second Interim and Final Order
Authorizing Debtors' Use of Cash Collateral and Use, Sale and Lease of Other
Pre-Petition Collateral, So Ordered by the Court on December 10, 2004, as
amended and supplemented (the "Cash Collateral Order"), which provides for the
Debtors' continued use of the ATSB Lender Parties' cash collateral and use, sale
and lease of the other Pre-Petition Collateral on an interim basis in the
Chapter 11 Cases, adequate protection of the ATSB Lender Parties, and
memorializing certain agreements and stipulations regarding the outstanding
amount of the ATSB Loan, the amount and type of the Pre-Petition Collateral and
the validity, priority and enforceability of the Pre-Petition Liens (as defined
below in paragraph 1.) in the Pre-Petition Collateral held by the Collateral
Agent for the ratable benefit of the ATSB Lenders.
3. As of the Petition Date, this figure consists of:
Tranche A outstanding principal amount------$123,661,607.14
Tranche A accrued but unpaid interest-------$450,028.71
Tranche B outstanding principal amount------$16,238,392.86
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G. On December 6, 2004, the Tranche A Lenders made a demand on the ATSB for
payment under the ATSB Guarantee Agreement. On February 4, 2005, the ATSB paid
the Tranche A Lenders pursuant to the ATSB Guarantee Agreement, and was
subrogated to the position of the Tranche A Lenders.
H. The Committee disputed the valuation of the Pre-Petition Collateral as
of the Petition Date.
I. The Committee has fulfilled its duties to its creditor constituencies by
investigating the validity, enforceability and perfection of the Pre-Petition
Liens (as defined below in paragraph 1.) in the Pre-Petition Collateral and the
value of the Pre-Petition Collateral as of the Petition Date.
J. The Debtors, the Committee and the ATSB Lenders hereby stipulate and
agree that, as of the Petition Date, the Pre-Petition Collateral had a value of
$110,000,000.
K. The Parties have engaged in good faith settlement negotiations in an effort
to resolve the issues between them with regard to the validity, enforceability
and perfection of the Pre-Petition Liens and the value of the Pre-Petition
Collateral as of the Petition Date without prolonged, protracted and expensive
litigation.
L. In furtherance of the Debtors' efforts to reorganize and confirm one or
more plans of reorganization (each, a "Plan") in the Chapter 11 Cases, the
Parties seek to confirm the portion of the ATSB Loan Obligations that shall be
deemed "secured" under the Bankruptcy Code and resolve any dispute by and among
the Parties as to the secured and unsecured nature of the ATSB Lenders' claims.
Tranche B accrued but unpaid interest-------$214,031.04
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NOW, THEREFORE, intending to be legally bound hereby and in consideration
of the premises and agreements set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties
agree as follows:
1. Validity and Priority of Pre-Petition Liens. The ATSB Lender Parties,
the Committee and the Debtors hereby stipulate and agree that, as of the
Petition Date, the Collateral Agent held perfected, valid, binding, enforceable
(other than in respect of the stay of enforcement arising from Section 362 of
the Bankruptcy Code) and unavoidable first-priority liens and security interests
in the Pre-Petition Collateral for the ratable benefit of the ATSB Lenders (the
"Pre-Petition Liens"), which are not subject to challenge on any legal or
equitable ground.4
2. Secured Claim.
a. Amount of Secured Claim. The ATSB Lenders shall have an allowed,secured
claim against ATA in respect of the ATSB Loan Obligations in the
amount of $110,000,000, subject to reduction only as provided in paragraphs
4 and 8 hereof (the "Secured Claim"). The Secured Claim is not subject to
counterclaim, offset, avoidance, subordination or disallowance by any Party
for any reason whatsoever.
b. Treatment of Secured Claim. The Plan for ATA shall provide for the
then-outstanding amount of the Secured Claim to be satisfied by a secured
note (a "Note") issued by ATA, payment in full, such other treatment as the
ATSB Lenders agree in their sole discretion or such other treatment as
satisfies the requirements of Section 1129(b)(2)(A) of the Bankruptcy Code.
It is agreed that the ATSB Lenders, the Committee and the Debtors shall
each use its best efforts to negotiate the amortization schedule and other
terms, conditions, covenants, representations and warranties of such Note
beginning not less than thirty (30) days prior to the filing of any Plan in
ATA's Chapter 11 Case.
4 For the avoidance of doubt, the ATSB Lender Parties, the Debtors and the
Committee stipulate and agree that on the Petition Date, the following assets,
without limitation, were subject to the Pre-Petition Liens: (i) the Pledged
Accounts, (ii) the Fuel Funds (as defined in the Cash Collateral Order)
and(iii) no less than $28,300,000 of Petition Date Cash Collateral (as defined
in the Cash Collateral Order).
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3. Unsecured Claims.
a. Super-Priority Claim. Subject and subordinate only to the Carve-Out
(as defined in the Cash Collateral Order), and any debtor-in-possession
financing, acceptable in form and substance to the ATSB Lenders, the ATSB
Lenders shall have an allowed, super-priority administrative expense claim,
pursuant to Section 507(b) of the Bankruptcy Code, with priority over all
other administrative expense claims in the Chapter 11 Cases, against ATA
(the "Super-Priority Claim") in an amount equal to the aggregate diminution
from and after the Petition Date of the Secured Claim in the amount of the
diminution of the ATSB Lender Parties' interests in the Pre-Petition
Collateral from the use, sale or lease of such collateral and the
imposition of the automatic stay pursuant to Section 362 of the Bankruptcy
Code.
b. Amount of ATA Unsecured Claim. The ATSB Lenders shall have an
allowed, general unsecured claim against ATA in its Chapter 11 Case in
respect of the remaining outstanding portion of the ATSB Loan Obligations
in the amount of $30,564,059.75 (the "Deficiency Claim"), plus the
aggregate amount due to the ATSB Lender Parties (individually and
collectively) under the applicable Loan Documents in respect of their pre-
and post- Petition Date legal fees and expenses as shall be subsequently
agreed among the Parties5 (the "Legal Expense Reimbursement," and together
with the Deficiency Claim, the "ATA Unsecured Claim"). The ATA Unsecured
Claim is not subject to counterclaim, offset, avoidance, subordination or
disallowance by any Party for any reason whatsoever, except as expressly
set forth herein.
5 In the event the Parties have not agreed upon the aggregate amount of the
Legal Expense Reimbursement, any Party may file a motion with the Court seeking
a resolution of this issue.
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c. Amount of ATAH Unsecured Claim. The ATSB Lenders shall have an
allowed, general unsecured claim against ATAH in its Chapter 11 Case in
respect of the ATAH Guarantee of the ATSB Loan Obligations in an amount
equal to the sum of the Secured Claim and the ATA Unsecured Claim (the
"ATAH Unsecured Claim"). The ATAH Unsecured Claim is not subject to
counterclaim, offset, avoidance, subordination or disallowance by any Party
for any reason whatsoever, except as expressly set forth herein.
d. Amount of Guarantor Unsecured Claims. The ATSB Lenders shall have
an allowed, general unsecured claim against each of the ATAH Subsidiaries
in its respective Chapter 11 Case in respect of the Subsidiary Guarantee of
the ATSB Loan Obligations in an amount equal to the sum of the Secured
Claim and the ATA Unsecured Claim (collectively, the "Guarantor Unsecured
Claims," collectively with the ATA Unsecured Claim, the Super-Priority
Claim and the ATAH Unsecured Claim, the "Unsecured Claims," and
collectively with the Secured Claim, the "Claims"). The Guarantor Unsecured
Claims are subject to challenge by the Committee pursuant to Sections 544
and 548 of the Bankruptcy Code, but not subject to any other form of
counterclaim, offset, avoidance, subordination or disallowance by any
Party. Further, any such challenge pursuant to Sections 544 or 548 of the
Bankruptcy Code of the Guarantor Unsecured Claims must be brought within
ninety (90) days of the date on which the Approval Order (as defined below
in paragraph 9.a.) is entered
e.Treatment of Unsecured Claims. Unless otherwise agreed by the ATSB
Lender Parties, the Unsecured Claims (other than any Guarantor Unsecured
Claims, if any, avoided pursuant to Sections 544 or 548) shall be afforded
the same treatment under the Plan(s) as is afforded to all other allowed,
general unsecured claims, other than "convenience class claims" under such
Plan(s).
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4.Adequate Protection Payments.
a. Quarterly Payments. On the first business day of each quarter,
beginning with the second quarter of 2005 (upon the entry of the Approval
Order (as defined below in paragraph 9.a.)), ATA shall pay $2,300,000 to
the Agent for the benefit of the ATSB Lenders (each, an "Quarterly
Payment") as partial adequate protection of the ATSB Lenders' interests in
the Pre-Petition Collateral. Upon the payment of each Quarterly Payment,
the Secured Claim shall be reduced by the amount of such Quarterly Payment.
b. Section 9(m) Payment. Pursuant to Section 9(m) of the Cash
Collateral Order, ATA shall pay $4,500,000 to the Agent for the benefit of
the ATSB Lenders (the "Section 9(m) Payment") on, or before, the earlier of
(i) December 31, 2005, and (ii) the effective date of a Plan in ATA's
Chapter 11 Case. Upon the payment of the Section 9(m) Payment, the Secured
Claim shall be reduced by the amount of such Section 9(m) Payment.
5. Use of Cash Collateral. Upon the entry of an Approval Order (as defined
below in paragraph 9.a.), the ATSB Lender Parties consent to extend the period
during which the Debtors may use, sell and lease the Cash Collateral, under the
terms of the Cash Collateral Order, as modified by this Agreement and the cash
collateral stipulation attached hereto as Exhibit 1; provided, that the ATSB
Lenders and the Debtors agree to acceptable financial covenant levels for a
"minimum cash balance" of Available Cash and certain other mutually-agreeable
metrics.
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6. Use of Other Pre-Petition Collateral.
a. Section 1110(b) Agreement. This Agreement shall constitute an
agreement under Section 1110(b) of the Bankruptcy Code allowing the Debtors
to use, sell and lease the Appraised Collateral (as defined in the Cash
Collateral Order, but subject to paragraph 8. hereof) so long as the
Debtors timely make each and every payment to the Agent required under
paragraphs 4.a., 4.b. and 8. hereof.
b. Use of Pledged Equipment. The Debtors may use, sell and lease the
Pledged Equipment (as defined in the Cash Collateral Order, but subject to
paragraph 8. hereof) for so long as the Debtors timely make each and every
payment to the Agent required under paragraphs 4.a., 4.b. and 8. hereof.
7. Challenge Rights.
a. Challenge Deadline for Pre-Petition Liens. The ATSB Lenders and the
Committee hereby stipulate and agree that that Challenge Deadline, pursuant
to Section 12(b) of the Cash Collateral Order, shall be deemed to have
expired as of the date upon which the Approval Order (as defined below in
paragraph 9.a.) is entered by the Court, and the Committee, the Debtors6
and any creditors or parties-in-interest in the Chapter 11 Cases shall be
forever barred from challenging, in any way, the validity, enforceability
and perfection of the Pre-Petition Liens, the value of the Pre-Petition
Collateral or the Claims (other than the Committee's right to challenge the
Guarantor Unsecured Claims in accordance with Sections 544 and 548 of the
Bankruptcy Code as set forth in paragraph 3.d. hereof).
b. Challenge of Diminution Claim. Section 7(a) notwithstanding, the
Committee reserves the right to challenge the amount, and only the amount,
of any diminution claim asserted by the ATSB Lenders within thirty (30)
days of the Committee receiving notice in writing that the ATSB Lenders are
asserting a diminution claim.
6 For the avoidance of doubt, the entry of the Approval Order notwithstanding,
the Debtors have waived their right to challenge the Pre-Petition Liens pursuant
to the entry of the Cash Collateral Order.
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8.Asset Sales. In connection with any sale, transfer or other disposition
of property inside or outside the ordinary course of the Debtors' various
businesses (each, an "Asset Sale"), the Debtors shall remit to the Agent, for
the benefit of the ATSB Lenders within three (3) business days of the Debtors'
receipt thereof: (i) 100% of the Net Cash Proceeds of the Pre-Petition
Collateral transferred in connection with such Asset Sale, and (ii) 100% of the
Net Cash Proceeds of the "Replacement Collateral" (as defined in the Cash
Collateral Order) transferred in connection with such Asset Sale, if the ATSB
Lenders have a demonstrable diminution claim, up to the value of the ATSB
Lenders' Replacement Lien (as defined in the Cash Collateral Order) in such
Replacement Collateral. Upon the Debtors remitting funds to the Agent pursuant
to this paragraph 8., the ATSB Lenders' Secured Claim shall be reduced by the
amount of the funds so remitted. As used in this Agreement, the term "Net Cash
Proceeds" shall mean, with respect to any Asset Sale, the cash proceeds of such
Asset Sale, net of payments to satisfy any indebtedness or any other obligation
outstanding at the time of such Asset Sale which indebtedness or other
obligation is secured by a valid and duly perfected Senior Lien on or Senior
Security Interest in the property or assets transferred, the term "Senior Lien"
shall mean any perfected and enforceable lien which lien is senior in priority
to the Pre-Petition Liens and the Replacement Liens, and the term "Senior
Security Interest" shall mean any perfected and enforceable security interest
which security interest is senior in priority to the Pre-Petition Liens and the
Replacement Liens.
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9. Approval and Implementation of Agreement.
a. Approval Order. The effectiveness of this Agreement is conditioned
upon the entry of a final, non-appealable order of the Court incorporating
(by reference or otherwise) the terms and conditions of this Agreement and
which order contains nothing inconsistent with this Agreement (the
"Approval Order"). The Approval Order shall be subject in both form and
substance to the prior written approval of the ATSB Lenders, which approval
may be withheld or delayed at the discretion of the ATSB Lenders.
b. Entry of Approval Order. Upon execution of this Agreement, the
Parties shall cooperate and use their reasonable efforts to obtain Court
approval of this Agreement and shall take no actions inconsistent
therewith. In the event the Approval Order has not been entered by the
earlier of (i) May 1, 2005, or (ii) such time as an event of default under
the Cash Collateral Order occurs, this Agreement may be deemed to be null
and void, at the option of the ATSB Lenders, and upon the exercise of such
option no Party hereto shall have any obligation to any other Party arising
out of this Agreement (except as otherwise provided herein).
10. No Support for InconsistentPlan. The Parties shall not support or
propose any Plan in any of the Chapter 11 Cases in any of the Chapter 11 Cases
that contains provisions inconsistent with the terms and conditions of this
Agreement.
11. Acknowledgments of the Parties.
a. Acknowledgment of the ATSB Lenders. Each of the ATSB Lenders
acknowledges that it: (x) has relied on its own independent investigation,
and has not relied on any information or representations furnished by any
other Party or representative or agent thereof in determining whether or
not to enter into this Agreement; (y) has conducted its own due diligence
under applicable law in connection therewith, as well as undertaken the
opportunity to review information, ask questions and receive satisfactory
answers concerning this Agreement; and (z) possesses the knowledge,
experience and sophistication to allow it to fully evaluate and accept the
merits and risks of entering into the transactions contemplated by this
Agreement.
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b. Acknowledgment of the Debtors. Each of the Debtors acknowledges
that it: (x) has relied on its own independent investigation, and has not
relied on any information or representations furnished by any other Party
or representative or agent thereof in determining whether or not to enter
into this Agreement; (y) has conducted its own due diligence under
applicable law in connection therewith, as well as undertaken the
opportunity to review information, ask questions and receive satisfactory
answers concerning this Agreement; and (z) possesses the knowledge,
experience and sophistication to allow it to fully evaluate and accept the
merits and risks of entering into the transactions contemplated by this
Agreement. c. Acknowledgment of the Committee. The Committee acknowledges
that it: (x) has relied on its own independent investigation, and has not
relied on any information or representations furnished by any other Party
or representative or agent thereof in determining whether or not to enter
into this Agreement; (y) has conducted its own due diligence under
applicable law in connection therewith, as well as undertaken the
opportunity to review information, ask questions and receive satisfactory
answers concerning this Agreement; and (z) possesses the knowledge,
experience and sophistication to allow it to fully evaluate and accept the
merits and risks of entering into the transactions contemplated by this
Agreement.
12. Releases. As of the effective date of any Plan incorporating the terms
and conditions of this Agreement, the following releases shall become effective
and fully enforceable:
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a. Debtors' Release of the ATSB Lender Parties. The Debtors, for
themselves, their successors and assigns, hereby waive, release and
forever discharge the ATSB Lender Parties (solely in their respective
capacities as ATSB Lender Parties, and not in any other capacity) and
each of their past, present and future officers, directors, partners,
members, employees, agents (including, without limitation, the Loan
Administrator and its advisors in the Chapter 11 Cases, including,
without limitation, Lazard Freres & Co. LLC, as financial advisor to
the ATSB Lender Parties), advisors, counsel and servants
(collectively, the "Released Parties") from any and all claims,
obligations, demands, actions, causes of action and liabilities, of
whatsoever kind and nature, character and description, whether in law
or equity, whether sounding in tort, contract or under other
applicable law, whether known or unknown, and whether anticipated or
unanticipated, of or to any of the Debtors, which the Debtors and
their successors and assigns ever had, now have or may ever have,
arising from any pre-Petition Date event, transaction, matter,
circumstance or fact in any way arising out of, arising as a result
of, related to, with respect to or in connection with or based in
whole or in part on any transaction claim or cause of action related
to the Loan Documents; provided, however, that the Debtors do not
hereby waive, release or discharge the Released Parties from any of
their obligations under this Agreement. To clarify, the above shall
not effect a release or discharge of any person or release, waive or
prejudice any claim if and to the extent an applicable claim arises
from one or more acts, omissions, or occurrences of one or more
Released Parties acting in a capacity other than as a lender, agent
for a lender or lenders, participant, loan administrator, financial
advisor or guarantor with respect to the Tranche A Loan or the Tranche
B Loan.
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b. Committee's Release of ATSB Lender Parties. The Committee, for
itself, its successors and assigns, hereby waives, releases and
forever discharges the Released Parties from any and all claims,
obligations, demands, actions, causes of action and liabilities, of
whatsoever kind and nature, character and description, whether in law
or equity, whether sounding in tort, contract or under other
applicable law, whether known or unknown, and whether anticipated or
unanticipated, of or to the Committee, which the Committee and its
successors and assigns ever had, now have or may ever have, arising
from any pre-Petition Date event, transaction, matter, circumstance or
fact in any way arising out of, arising as a result of, related to,
with respect to or in connection with or based in whole or in part on
any transaction claim or cause of action related to the Loan
Documents; provided, however, that the Committee does not hereby
waive, release or discharge the Released Parties from (x) any of their
obligations under this Agreement, (y) the Committee's ability to
challenge the Guarantor Unsecured Claims under Sections 544 and 548 of
the Bankruptcy Code pursuant to paragraph 3.d. hereof or (z) the
Committee's challenge rights pursuant to paragraph 7.b. hereof. To
clarify, the above shall not effect a release or discharge of any
person or release, waive or prejudice any claim if and to the extent
an applicable claim arises from one or more acts, omissions, or
occurrences of one or more Released Parties acting in a capacity other
than as a lender, agent for a lender or lenders, participant, loan
administrator, financial advisor or guarantor with respect to the
Tranche A Loan or the Tranche B Loan.
13. Lazard Engagement Letter. As additional adequate protection, the
Debtors are authorized and directed to execute the engagement letter of Lazard
Freres & Co. LLC ("Lazard"), as financial advisor to the ATSB Lenders, as
amended and supplemented, in the form attached hereto as Exhibit 2, confirming,
inter alia, the Debtors' payment, contribution and indemnity obligations
thereunder. Such contribution and indemnity obligations, moreover, shall survive
the expiration of the engagement letter. For the avoidance of doubt, no payments
(whether before or after the Petition Date) by the Debtors to Lazard, for the
benefit of the ATSB Lenders, shall be deducted from, or otherwise reduce, the
amount of the Claims.
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14. Notice. All notices, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given: (i) when personally
delivered; (ii) upon actual receipt (as established by confirmation of receipt
or otherwise) during normal business hours, otherwise on the first business day
thereafter, if transmitted by facsimile or telecopier with confirmation of
receipt; (iii) when mailed by certified mail, return receipt requested, postage
prepaid; or (iv) when sent by overnight courier; in each case, to the addresses
set forth on Exhibit 3 attached hereto, or to such other addresses as a Party
may from time to time specify by notice to the other Party given pursuant
hereto.
15. Good Faith. The Parties and their respective agents, advisors and
employees have acted in good faith in negotiating, consenting and agreeing to
this Agreement. The negotiation of the terms and provisions of this Agreement
have been conducted at arm's length, and the Debtors believe such terms and
conditions are fair and reasonable under the circumstances and reflect the
Debtors' exercise of reasonable business judgment consistent with the Debtors'
fiduciary duties.
16. Reservation of Rights. Except to the extent explicitly set forth in
this Agreement, each of the Parties reserves any and all rights such Party may
have as to all other matters or issues arising in the Chapter 11 Cases,
including, without limitation, proposing, supporting or opposing a Plan in any,
or all, of the Chapter 11 Cases.
17. Cooperation; Further Assurances. The Parties agree to execute and
deliver such instruments, and take such further actions as the other Parties
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms and conditions of this Agreement.
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18. No Third Party Rights. Except as otherwise provided in this Agreement,
nothing in this Agreement shall be construed to confer upon or give any person,
firm, corporation, partnership, association or other entity any rights or
remedies under or by reason of this Agreement, other than the Parties and their
successors and permitted assigns, and any successor to, or representative of,
the Debtors' estates appointed pursuant to a Plan (or any other plan
incorporating the terms and conditions of this Settlement Agreement proposed
under any other Chapter of the Bankruptcy Code) confirmed by the Court;
provided, that the provisions of paragraphs 12.a. and 12.b. above shall inure to
the benefit of the Released Parties as third party beneficiaries of and to this
Agreement.7
19. Binding Effect. Subject to the approval of the Court, this Agreement
constitutes a legal, valid and binding obligation enforceable against each of
the Parties, in accordance with the terms hereof. This Agreement shall inure to
the benefit of the Parties and their respective successors and permitted
assigns.
20. Merger of Agreement. This Agreement contains the sole and entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements, negotiations and discussions with respect to
the settlement memorialized herein and the terms hereof.
21. Severability. If any paragraph, section, sentence, clause or phrase
contained in this Agreement shall become illegal, null or void or against public
policy, for any reason, or shall be held by any court of competent jurisdiction
to be illegal, null or void or against public policy, the remaining paragraphs,
sections, sentences, clauses or phrases, as the case may be, contained in this
Agreement, shall not be affected thereby to the extent that the intent of the
Parties can be carried out in the absence thereof.
7 For the avoidance of doubt, the Tranche Loan B Participants are
Parties to this Agreement.
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22. Modification. This Agreement may not be changed, modified or altered in
any manner, except in a written instrument between the Parties that refers
specifically to this Agreement.
23. Governing Law; Jurisdiction. This Agreement and the Parties' rights and
duties hereunder will be governed by and construed, enforced and performed in
accordance with the law of the state of New York, without giving effect to
principles of conflicts of laws that would require the application of laws of
another jurisdiction. The Parties acknowledge and agree that the Court shall
have exclusive jurisdiction over this Agreement and that any claims arising out
of or related in any manner to this Agreement shall be properly brought only
before the Court. If and to the extent that the Chapter 11 Cases are closed or
dismissed, the courts of the state of New York and the United States District
Court located in the borough of Manhattan in New York City shall have exclusive
jurisdiction over this Agreement and any such claims.
24. Rule of Construction. This Agreement has been jointly drafted by the
Parties at arm's length and each Party has had ample opportunity to consult with
independent legal counsel. No provision or ambiguity in this Agreement shall be
resolved against any Party solely by virtue of its participation in the drafting
of this Agreement.
25. Captions and Headings. The captions, headings and titles in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define or limit the scope of this Agreement, and shall not be used in
construing this Agreement.
17
26. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but together shall
constitute one and the same instrument. Facsimile signatures shall be treated in
all manner and respects as an original signature.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
18
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
Air Transportation Stabilization Board ATA Holdings Corp.
by: /s/ Xxxxxxx Xxxxxxx by: /s/ Xxxx Xxxxx
---------------------------------- --------------
Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxx
Title: Counsel USDOJ Title: Vice President,
Strategic Planning
Citibank, N.A., as Tranche B Lender ATA Airlines, Inc.
by: /s/ by: /s/ Xxxx Xxxxx
---------------------------------- ---------------
Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxx
Title: Counsel to Citibank, N.A. Title: Vice President,
Strategic Planning
Official Committee of Unsecured Creditors Ambassadair Travel Club, Inc.
by: /s/ Xxxx X. Xxxxxxxxx by: /s/ Xxxx Xxxxx
---------------------------------- --------------
Name: Name: Xxxx Xxxxx
Title: Counsel to the Committee Title: Vice President,
Strategic Planning
ATA Leisure Corp.
by: /s/ Xxxx Xxxxx
--------------
Name: Xxxx Xxxxx
Title: Vice President,
Strategic Planning
Amber Travel, Inc.
by: /s/ Xxxx Xxxxx
--------------
Name: Xxxx Xxxxx
Title: Vice President,
Strategic Planning
American Trans Air Execujet, Inc.
by: /s/ Xxxx Xxxxx
--------------
Name: Xxxx Xxxxx
Title: Vice President,
Strategic Planning
ATA Cargo, Inc.
by: /s/ Xxxx Xxxxx
--------------
Name: Xxxx Xxxxx
Title: Vice President,
Strategic Planning
Chicago Express Airlines, Inc.
by: /s/Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: Director
19
Exhibit 1
Form of Cash Collateral Stipulation
IN THE UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
In re: ) Chapter 11
)
ATA Holdings Corp.,1 ) Case No. 04-19866
) (Jointly Administered)
Debtors. )
)
NINTH STIPULATION AND REQUEST FOR EXTENSION OF
FINAL ORDER AUTHORIZING CASH COLLATERAL USE AND
PROVIDING OPPORTUNITY FOR OBJECTION
The above-captioned debtors and debtors-in-possession (collectively, the
"Debtors"), the Air Transportation Stabilization Board (the "ATSB") and the
Lenders2 (together with the ATSB, the "ATSB Lenders") hereby submit this Ninth
Stipulation and Request for Extension of Final Order Authorizing Cash Collateral
Use and Providing Opportunity for Objection (this "Stipulation"), and jointly
request that the Court enter an order extending the period during which the
Debtors may use the ATSB Lenders' cash collateral and other collateral subject
to the terms and conditions of the Second Interim and Final Order Authorizing
Debtors' Use of Cash Collateral and Use, Sale and Lease of Other Pre-Petition
Collateral, So Ordered on December 10, 2004 (the "Cash Collateral Order"), as
modified by this Stipulation, until the earliest of (i) the close of business on
June 15, 2005, (ii) the occurrence of any event of default set forth in Section
10 of the Cash Collateral Order or (iii) such time as that certain ATSB Lenders
Settlement Agreement, dated as of March 15, 2005 (the "Settlement Agreement"),
shall be materially breached3 or rendered null and avoid (such period, the
"Ninth Extended Period").
2 All capitalized terms not defined herein shall have the meaning ascribed
to such terms in the Cash Collateral Order (as hereinafter defined).
3 For the avoidance of doubt, a material breach of the Settlement Agreement
shall be deemed to include, without limitation, any failure by the Debtors to
make any payment required pursuant to paragraphs 4.a., 4.b. and 8. of the
Settlement Agreement by the scheduled date of such payment.
1
In respect of the debtor-in-possession financing facility entered into
between certain of the Debtors and Southwest Airlines Co. (the "Southwest DIP"),
the Debtors and the ATSB Lenders stipulate and agree that this Stipulation
expressly modifies the Cash Collateral Order such that the occurrence of an
event of default under the terms of the Southwest DIP, or the order approving
the Southwest DIP, shall be an event of default under the Cash Collateral Order,
unless Southwest Airlines Co. waives such an event of default within five (5)
days of the occurrence of such event of default; provided, that the Debtors must
(i) notify the ATSB Lenders of the occurrence of any event of default under the
Southwest DIP, or the order approving the Southwest DIP, within two (2) business
days of the occurrence of such event of default, and (ii) provide the ATSB
Lenders with a copy of any notice of default received by any Debtor with respect
to the Southwest DIP, or the order approving the Southwest DIP, within two (2)
business days of receiving such notice of default.
The ATSB Lenders stipulate that any amendment to the Southwest DIP, which
amendment is approved according to the terms of the Southwest DIP, is acceptable
to the ATSB Lenders.
The Debtors and the ATSB Lenders stipulate and agree that the Revised
Exhibit "D" attached hereto sets forth the required "minimum cash balance" of
Available Cash at the relevant dates during the Ninth Extended Period; provided,
that the Debtors and the ATSB Lenders, acting together, may amend the required
"minimum cash balance" of Available Cash during the Ninth Extended Period by
filing a stipulation to such effect with the Court; provided, further, that such
amended "minimum cash balance" of Available Cash is acceptable to the Official
Committee of Unsecured Creditors.
2
The Debtors and the ATSB Lenders further stipulate and agree that this
Stipulation shall clarify the Cash Collateral Order to make clear that the ATSB
Lenders shall not be liable for any liability for the failure, if any, by the
Debtors or their management to comply with applicable authority governing the
collection, maintenance, segregation or remittance of Trust Funds.
The Debtors and the ATSB Lenders further stipulate and agree
that the Cash Collateral Order is clarified such that the Debtors may not enter
into any Asset Sale or Restructuring Transaction (without the written consent of
the ATSB Lenders) where the consideration to be received by the Debtors is in a
form other than cash. The foregoing sentence supplements, but does not
supersede, any requirement or obligation in the Cash Collateral Order regarding
an Asset Sale or Restructuring Transaction.
3
The Debtors and the ATSB Lenders further stipulate and agree
that Section 9(a) of the Cash Collateral Order is amended such that, as of the
date hereof, the Debtors shall pay a monthly fee of $200,000 (plus reasonable
expenses) to Lazard Freres & Co. LLC, as financial advisor to the ATSB Lenders,
for the benefit of the ATSB Lenders and that the payment of such monthly fee
shall continue until the effective date of a plan of reorganization in the
Debtors' Chapter 11 Cases. All such payments and all previous payments by the
Debtors to Lazard Freres & Co. LLC (whether before or after the Petition Date),
shall constitute adequate protection payments and shall not be applied to reduce
the principal amount of the ATSB Loan Obligations or the claims of the ATSB
Lenders.
The Debtors and the ATSB Lenders further stipulate and agree that the last
sentence of Section 9(m) of the Final Order is replaced in its entirety by the
following:
As used in this Final Order, the term "Net Proceeds" shall
mean, with respect to any Asset Sale or Restructuring
Transaction, the cash proceeds of such Asset Sale or
Restructuring Transaction, net of payments to satisfy any
indebtedness or any other obligation outstanding at the time
of such Asset Sale or Restructuring Transaction which
indebtedness or other obligation is secured by a valid and
duly perfected Senior Lien on or Senior Security Interest in
the property or assets sold, the term "Asset Sale" shall mean
any sale, transfer or other disposition of property outside
the ordinary course of the Debtors' various businesses, the
term "Senior Lien" shall mean any perfected and enforceable
lien which lien is senior in priority to the Pre-Petition
Liens and the Replacement Liens, and the term "Senior Security
Interest" shall mean any perfected and enforceable security
interest which security interest is senior in priority to the
Pre-Petition Liens and the Replacement Liens.
The ATSB Lenders consent to the use by the Debtors of their cash collateral
and other collateral through the Ninth Extended Period, subject to the terms and
conditions of the Cash Collateral Order and this Stipulation. Notwithstanding
the consensual use of cash collateral and other collateral as provided in this
Stipulation, nothing herein shall be deemed to waive any rights or objections of
the Official Committee of Unsecured Creditors to the findings, terms and
conditions of the Cash Collateral Order.
This Stipulation, if approved, shall be effective immediately upon entry.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
4
Except as expressly provided herein, the terms and conditions of the Cash
Collateral Order shall remain in full force and effect during the Ninth Extended
Period.
Stipulated and Agreed:
XXXXX & XXXXXXX
By:
-------------------------------
Xxxxx X. Xxxx (#3128-49)
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attorneys for the Debtors and Debtors-in-Possession
U.S. DEPARTMENT OF JUSTICE
By:
---------------------------------------
Xxxxxx Xxxxxxxx Handel
Xxxxxxx Xxxxxxx
Commercial Litigation Branch
Civil Division
U.S. Department of Justice
P. X. Xxx 000 Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx, X. X. 00000 Tel: (000) 000-0000
-and-
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx
XXXXXX, XXXXXX-XXXXXXX, COLT & MOSLE LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Tel: (000) 000-0000
Attorneys for the Air Transportation Stabilization Board
5
By:
-------------------------------
Xxxxx X. Xxxxxx
XXXXXX, XXXXXX & XXXXX
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
-and-
Xxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxx
XXXXXXX, TWEED, XXXXXX & XxXXXX LLP
-
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000-00000
Tel: (000) 000-0000
Attorneys for the Tranche B Lender
No Objection:
By:
----------------------
Xxxx X. Xxxx
X.X. Xxxxxx, Xx.
XXXXXXXXXX XXXX & XXXXXXXX, PLLC
3500 National City Tower
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
-and-
Xxxx Xxxxxxxxx
AKIN, GUMP, STRAUSS, XXXXX & XXXX LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Tel: (000) 000-0000
Attorneys for the Official Committee of Unsecured Creditors
6
Revised Exhibit "D"
During the Ninth Extended Period, the Debtors are required to maintain:
(i) Available Cash on any day in an amount not less than
$29,815,904 (the amount of Available Cash on the Petition Date);
and
(ii) at least 85% of the Available Cash amount forecasted at
each week end in the Debtors' thirteen-week cash forecast dated
April 5, 2005, as follows:
Week Ending Available Cash 85% of Available Cash
-------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
4/15/05 $63,477,565 $53,955,931
-------------- --------------------------- ------------------------------
--------------- --------------------------- ------------------------------
4/22/05 $71,693,315 $60,939,318
-------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
4/29/05 $64,935,421 $55,195,108
-------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
5/6/05 $62,531,283 $53,151,591
--------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
5/13/05 $54,098,378 $45,983,621
-------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
5/20/05 $57,719,324 $49,061,426
-------------- --------------------------- ------------------------------
-------------- --------------------------- ------------------------------
5/27/05 $51,564,153 $43,829,530
-------------- --------------------------- ------------------------------
--------------- --------------------------- ------------------------------
6/3/05 $49,796,694 $42,327,190
-------------- --------------------------- ------------------------------
--------------- --------------------------- ------------------------------
6/10/05 $43,324,106 $36,825,490
--------------- --------------------------- ------------------------------
--------------- --------------------------- ------------------------------
6/17/05 $47,329,496 $40,230,072
--------------- --------------------------- ------------------------------
For the avoidance of doubt, if at any time during the Ninth Extended Period, the
Debtors' Available Cash falls below $29,815,904 at the end of any day, it shall
constitute an event of default under the Cash Collateral Order.
0
Xxxxxxx 0
XX XXX XXXXXX XXXXXX BANKRUPTCY COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
Exhibit 1
In re: ) Chapter 11
)
ATA Holdings Corp.,1 ) Case No. 04-19866
) (Jointly Administered)
Debtors. )
)
ORDER APPROVING NINTH STIPULATION AND
REQUEST FOR EXTENSION OF FINAL ORDER AUTHORIZING
CASH COLLATERAL USE AND PROVIDING OPPORTUNITY FOR OBJECTION
This matter is before the Court on the Ninth Stipulation and Request for
Extension of the Final Order Regarding Cash Collateral Use (the "Stipulation")
filed by the above-captioned debtors and debtors-in-possession (collectively,
the "Debtors") and the ATSB Lenders on _____ __, 2005. Debtors and the ATSB
Lenders filed the Stipulation evidencing their agreement to jointly request that
the Court enter an order to extend (i) the period during which Debtors may use
the ATSB Lenders' cash collateral and other collateral subject to the Cash
Collateral Order,2 as expressly modified and clarified by the Stipulation, until
the end of the Ninth Extended Period.
1 The Debtors are the following entities: ATA Holding Corp. (04-19866), ATA
Airlines, Inc. (04-19868), Ambassadair Travel Club, Inc. (04-19869), ATA Leisure
Corp. (04-19870), Amber Travel, Inc. (04-19871), American Trans Air Execujet,
Inc. (04-19872), ATA Cargo, Inc. (04-19873) and Chicago Express Airlines, Inc.
(04-19874).
2 All capitalized terms not defined herein shall have the meaning ascribed
to such terms in the Stipulation.
The Court, having reviewed the Stipulation, and being otherwise duly
advised, now APPROVES the Stipulation, it appearing to the Court that the
request has been made for good cause. Accordingly, IT IS HEREBY ORDERED that: a.
The Stipulation is approved subject to its terms.
###
Requested by:
Xxxxx X. Xxxx (#3128-49)
Xxxxx X. Xxxx (#22041-49)
Xxxxxxx X. Xxxxxxx (#3233-98)
Xxxxxxx X. Xxxxx (#24230-49)
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
xxx.xxxx@xxxxxx.xxx
xxxxx.xxxx@xxxxxx.xxx
xxxxx.xxxxxxx@xxxxxx.xxx
xxxxxxx.xxxxx@xxxxxx.xxx
Xxxxx X. Xxxxxxx (#14633-49)
Xxxxxxx & Associates, LLP
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
xxxxxxxx@xxxxxxxxxx.xxx
Distribution:
Core Group
2
Exhibit 2
Lazard Engagement Letter
Exhibit 3
Notice Addresses
If to the Debtors:
ATA Airlines, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
Telephone No.:
------------------
Telecopier No.:
------------------
With a copy to:
Xxxxx & Xxxxxxx
000 X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxx, Esq.
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
If to the ATSB:
--------------
Air Transportation Stabilization Board
0000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Executive Director
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
With a copy to:
United States Department of the Treasury
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Deputy Assistant Secretary for Government
Financial Policy
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
With a copy to:
United States Department of Justice
Commercial Litigation Branch
Civil Division
X.X. Xxx 000 Xxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attn:
Xxxxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxxxx Handel, Esq.
Telephone No.: 000-000-0000 (Xxxxxxx)
Telephone No.: 000-000-0000 (Handel)
Telecopier No.: 000-000-0000 (Xxxxxxx)
Telecopier No.: 000-000-0000 (Handel)
With a copy to:
Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Xxxxxx X. Xxxxxxx, Esq.
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
If to the Tranche B Lender or to the Agent:
Citibank, N.A.
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, XX 00000
Attn: Onat Acet - Global Loan Operations
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
With a copy to:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
With a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Xx., Esq.
Drew Fine, Esq.
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
2
If to the Collateral Agent:
Citibank, N.A.
000 Xxxx Xxxxxx 00xx Xxxxx/Xxxx 0
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
With a copy to:
Citibank, N.A.
000 Xxxx Xxxxxx 14th Floor/Zone 3
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
If to the Committee:
Akin, Gump, Strauss, Xxxxx & Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxx X. Xxxxxxxxx, Esq.
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
3
