EXECUTION VERSION
DELAYED FUNDING IMPLEMENTATION 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,
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
AS ESCROW AGENT,
WILMINGTON TRUST COMPANY,
AS PAYING AGENT,
AIG MATCHED FUNDING CORP.,
AS CLASS A LIQUIDITY PROVIDER AND CLASS B LIQUIDITY PROVIDER,
NYALA FUNDING LLC,
AS INITIAL PURCHASER OF CLASS A CERTIFICATES,
AND
PK AIRFINANCE US, INC.
AS INITIAL PURCHASER OF CLASS B CERTIFICATES
DELAYED FUNDING IMPLEMENTATION AGREEMENT
AMENDMENT NO. 1
(ATA EETC 2002-1)
RECITALS:
A. Each of (i)American Trans Air, Inc., an Indiana corporation (the
"Company"), (ii) ATA Holdings Corp., formerly known as Amtran, Inc., an
Indiana corporation (the "Guarantor"), (iii) Wilmington Trust Company,
a Delaware banking corporation ("WTC"), not in its individual capacity,
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, (iv) WTC, not in its individual
capacity, but solely as subordination agent and trustee (in such
capacity together with its successors in such capacity, the
"Subordination Agent") under the Intercreditor Agreement, (v)Xxxxx
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, (vi) WTC, not in its individual
capacity, 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, (vii) AIG Matched Funding Corp.,
not in its individual capacity except as otherwise expressly provided
herein, but solely as Class A Liquidity Provider and Class B Liquidity
Provider (in such capacity together with its successors in such
capacity, the "Liquidity Provider") under each of the Revolving Credit
Agreements, (viii) Nyala Funding LLC, as initial purchaser (the "Class
A Purchaser"), under the Class A Certificate Purchase Agreement, and
(ix) PK Airfinance US, Inc., as initial purchaser (the "Class B
Purchaser") under the Class B Certificate Purchase Agreement entered
into a Delayed Funding Implementation Agreement dated as of March 28,
2002 (the "Delayed Funding Implementation Agreement"). All capitalized
terms in this Amendment that are not defined herein will have the same
meaning as provided in the Delayed Funding Implementation Agreement.
All references to "Sections" or "Exhibits" refer to Sections and
Exhibits of the Delayed Funding Implementation Agreement, unless
otherwise noted herein. The Company, Guarantor, WTC, Pass Through
Trustee, Subordination Agent, Escrow Agent, and Paying Agent, Liquidity
Provider, Class A Purchaser, and Class B Purchaser are collectively
referred to in this Amendment as the "Parties."
B. The Parties wish to amend and revise the Delayed Funding Implementation
Agreement as provided below.
Therefore, for good and valuable consideration, the Parties hereby agree to
amend and revise the Delayed Funding Implementation Agreement as follows:
Delayed Funding Implementation Agreement - Amendment No. 1 - Page 1
1. Except as specifically modified in this Amendment, the terms of the Delayed
Funding Implementation 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
Delayed Funding Implementation Agreement, the terms of this Amendment will
control.
2. The ninth recital paragraph beginning "WHEREAS" of the Delayed Funding
Implementation Agreement will be revised to delete the text 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:
WHEREAS, the Company and Amtran have contemporaneously herewith entered
into two separate letter agreements (i) one with the Class A Purchaser
and AIG Financial Products Corp. providing for the purchase of an
additional $91,896,000 principal amount of the Class A Certificates
(the "Additional Class A Certificates") and (ii) one with the Class B
Purchaser providing for the purchase of an additional $25,149,000
principal amount of the Class B Certificates (the "Additional Class B
Certificates", and together with the Additional Class A Certificates,
the "Additional Certificates"), in each case on October 15, 2002 or
such other date mutually agreed to by the Company, Amtran, the Class A
Purchaser and the Class B Purchaser (such date, the "Delayed Funding
Date");
3. Sections 1.02(a)(i) and (b)(i) will be revised 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:
(a)(i) The definition of the term "Maximum Commitment" contained in
Section 1.1 of the Class A Revolving Credit Agreement shall be amended
by (x) replacing "$14,793,433" appearing therein with
$26,914,884.47.
(b)(i) The definition of the term "Maximum Commitment contained in
Section 1.1 of the Class B Revolving Credit Agreement shall be amended
by (x) replacing "$5,229,541" appearing therein with $9,366,127.99.
4. Section 1.03(c) will be revised 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:
(i) Section 1.03 of the Class B Escrow Agreement shall be amended by
adding a second paragraph to such Section to read as follows:
The Escrow Agent hereby directs the Purchaser to, and the Purchaser
hereby acknowledges that on the Delayed Funding Date (as defined in the
Delayed Funding Implementation Agreement) it shall, irrevocably deliver
by wire transfer to the Depositary on behalf of the Escrow Agent an
amount in Dollars and immediately available funds equal to $18,814,650
for deposit on behalf of the Escrow Agent with the Depositary in
accordance with Section 2.1 of the Deposit Agreement. The Purchaser
hereby instructs the Escrow Agent, upon receipt of such sum from the
Purchaser, to confirm such receipt by executing and delivering to the
Pass Through Trustee an Escrow Receipt (a) to be affixed by the Pass
Through Trustee to each Additional Class B Certificate (as defined in
the Delayed Funding Implementation Agreement) being issued on the
Delayed Funding Date and (b) to evidence the same percentage interest
(the "Escrow Interest") in the Account Amounts (as defined in Section
1.04) as the Fractional Undivided Interest in the Pass Through Trust
evidenced by the Additional Class B Certificate to which it is to be
affixed.
5. Section 1.05(b)(iv) will be revised 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:
(iv) The percentage ownership interest represented by $1,000 of
Reference Principal Amount (as defined in the Class B Pass Through
Trust Agreement) set forth in Exhibit A to the Class B Pass Through
Trust Agreement and the Class B Certificates shall be changed from
0.00321223% to 0.00177683%.
6. Section 2.01 will be revised 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:
Section 2.01 Ratification Agreement. Each party hereto agrees and
acknowledges that effective as of the Delayed Funding Date,
simultaneously with the issuance of the Additional Certificates:
Delayed Funding Implementation Agreement - Amendment No. 1 - Page 2
(a) (i) the Pool Balance of the Class A Certificates shall be
increased by $91,896,000 and (ii) the Pool Balance of the
Class B Certificates shall be increased by $25,149,000;
(b) (i) the Required Amount under the Class A Liquidity
Facility shall be increased by $12,168,868.32 and (ii) the
Required Amount under the Class B Liquidity Facility shall be
increased by $4,224,654.77; and
(c) (i) the Deposits held by the Depositary in respect of the
Class A Certificates under the Delayed Deposit Agreement for
such Class shall be $68,969,100 and (ii) the Deposits held by
the Depositary in respect of the Class B Certificates under
the Delayed Deposit Agreement for such Class shall be
$18,814,650.
7. No other change to the Delayed Funding Implementation Agreement is intended
to be effected by this Amendment.
[Remainder of Page Intentionally Left Blank]
Delayed Funding Implementation 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: 0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention:
Facsimile:
ATA HOLDINGS CORP. (f\k\a AMTRAN, INC.), as Guarantor
By
-------------------------------------------
Name:
Title:
Address: 0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention:
Facsimile:
Delayed Funding Implementation Agreement - Amendment No. 1 - Signature Page 1
WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as
Pass Through Trustee
By
-------------------------------------------
Name:
Title:
Address: Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as
Subordination Agent
By
-------------------------------------------
Name:
Title:
Address: Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
Delayed Funding Implementation Agreement - Amendment No. 1 - Signature Page 2
XXXXX FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
-------------------------------------------
Name:
Title:
Address: 000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
XXX: X0000-000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Paying Agent
By
-------------------------------------------
Name:
Title:
Address: Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
Delayed Funding Implementation Agreement - Amendment No. 1 - Signature Page 1
AIG MATCHED FUNDING CORP.,
as Class A Liquidity Provider and
Class B Liquidity Provider
By
-------------------------------------------
Name:
Title:
Address: 00 Xxxxxxx Xxxx
Xxxxxx, XX 00000-0000
Attention: Chief Financial Officer
Facsimile: (000) 000 0000
NYALA FUNDING LLC
By
-------------------------------------------
Name:
Title:
Address: c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Delayed Funding Implementation Agreement - Amendment No. 1 - Signature Page 2
PK AIRFINANCE US, INC.
By
-------------------------------------------
Name:
Title:
Address:
Attention:
Facsimile:
Delayed Funding Implementation Agreement - Amendment No. 1 - Signature Page 3
