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ATA HOLDINGS CORP.
10 1/2% SENIOR NOTES DUE 2004
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 30, 2004
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XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Trustee
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SECOND SUPPLEMENTAL INDENTURE, dated as of January 30, 2004, among ATA
HOLDINGS CORP. (formerly known as Amtran, Inc.) (the "Company"), ATA Airlines,
Inc. (formerly known as American Trans Air, Inc.), Ambassadair Travel Club,
Inc., ATA Leisure Corp. (formerly known as ATA Vacations, Inc.), Amber Travel,
Inc., American Trans Air Training Corporation, American Trans Air ExecuJet, Inc.
(each, an Indiana corporation), ATA Cargo, Inc. (formerly known as Amber Air
Freight Corporation) (a California corporation) (the "Original Guarantors") and
Chicago Express Airlines, Inc., a Georgia corporation ("Chicago Express" and,
together with the Original Guarantors, the "Guarantors"), as guarantors and
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly known as First
Security Bank, N.A.), a national banking association (the "Trustee").
WHEREAS, the Company, the Original Guarantors and the Trustee are parties
to an Indenture, dated as of July 24, 1997 (the "Indenture"), pursuant to which
the Company issued its 10 1/2% Senior Notes Due 2004 (the "2004 Notes"); and
WHEREAS, the Company, the Guarantors and the Trustee are parties to a First
Supplemental Indenture, dated as of December 21, 1999, pursuant to which the
Company issued Additional Notes;
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company to authorize and approve certain amendments
(the "Proposed Amendments") to the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may amend the Indenture and the 2004 Notes with the
written consent of the Holders of at least a majority in principal amount of the
2004 Notes then outstanding.
WHEREAS, the Company has distributed an offering memorandum (the "offering
memorandum") and accompanying consent and letter of transmittal, each dated
January 9, 2004, to the Holders of the 2004 Notes in connection with the
Proposed Amendments as described in the offering memorandum;
WHEREAS, the Holders of a majority in principal amount of the 2004 Notes
outstanding have approved the Proposed Amendments to the provisions of the
Indenture;
WHEREAS, the execution and delivery of this instrument have been duly
authorized and all conditions and requirements necessary to make this instrument
a valid and binding agreement have been duly performed and complied with;
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal proportionate
benefit of all Holders of the 2004 Notes, as follows:
ARTICLE 1
DELETION OF CERTAIN COVENANTS
Each of Section 4.03 (Limitation on Indebtedness), Section 4.04 (Limitation
on Restricted Payments), Section 4.05 (Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries), Section 4.06 (Limitation on the
Issuance and Sale of Capital Stock of Restricted Subsidiaries), Section 4.07
(Limitation on Issuances of Guarantees by Restricted Subsidiaries), Section 4.08
(Limitation on Transactions with Shareholders and Affiliates), Section 4.09
(Limitation on Liens), Section 4.10 (Limitation on Sale-Leaseback Transactions),
Section 4.11 (Limitation on Asset Sales), Section 4.12 (Repurchase of Notes upon
a Change of Control), Section 4.13 (Existence), Section 4.14 (Payment of Taxes
and Other Claims) and Section 4.15 (Maintenance of Properties and Insurance) of
the Indenture (collectively, together with Section 5.01 and Sections 6.01(c)
through Section 6.01(h) of the Indenture, the "Designated Provisions") is hereby
deleted in its entirety and replaced with "Intentionally Omitted".
ARTICLE 2
AMENDMENT OF SECTION 5.01
Each of paragraphs (iii), (iv) and (v) of Section 5.01 (When Company May
Merge, Etc.) of the Indenture is hereby deleted in its entirety.
ARTICLE 3
ELIMINATION OF CERTAIN EVENTS OF DEFAULT
Notwithstanding any provision in the Indenture to the contrary, each of
paragraphs (c), (d), (e), (f), (g) and (h) of Section 6.01 (Events of Default)
of the Indenture is hereby deleted in its entirety.
ARTICLE 4
DELETION OF CERTAIN DEFINITIONS
Notwithstanding any provision in the Indenture to the contrary, the
definition in the Indenture of each capitalized term which occurs only within
the Designated Provisions as in effect prior to the execution of this Second
Supplemental Indenture shall be deleted from the Indenture and shall be of no
force or effect.
ARTICLE 5
ADDITION OF NEW SECTION 10.06
The following Section is hereby added to the Indenture immediately
following Section 10.05:
SECTION 10.06. Release and Discharge. (i) Any Note Guarantee shall be
automatically and unconditionally released and discharged upon any sale,
exchange or transfer (including by way of merger or consolidation), to any
Person not an Affiliate of the Company, of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all the assets
of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by the Indenture) and (ii) if the Notes of any series are entitled,
by way of supplemental indenture, to the benefits of a covenant requiring
Restricted Subsidiaries to guarantee such series of Notes under certain
circumstances (a "Restricted Subsidiary Guarantee"), including without
limitation upon the guarantee by such Restricted Subsidiaries of other
indebtedness of the Company which ranks pari passu with or is subordinate to
such series of Notes, then such Restricted Subsidiary Guarantee shall provide by
its terms that it shall be automatically and unconditionally released and
discharged upon the release or discharge of the guarantee which triggered the
requirement to provide such Restricted Subsidiary Guarantee.
ARTICLE 6
MISCELLANEOUS
SECTION 6.01. The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Indenture, as supplemented by this
Second Supplemental Indenture.
SECTION 6.02. All capitalized terms used and not defined herein shall have
the respective meanings assigned to them in the Indenture.
SECTION 6.03. Each of the Company, the Guarantors and the Trustee hereby
confirms and reaffirms the Indenture in every particular except as amended by
this Second Supplemental Indenture.
SECTION 6.04. All covenants and agreements in this Second Supplemental
Indenture by the Company or the Trustee shall bind their respective successors
and assigns, whether so expressed or not.
SECTION 6.05. In case any provisions in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6.06. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the 2004 Notes, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
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SECTION 6.07. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Second Supplemental Indenture.
SECTION 6.08. This Second Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
SECTION 6.09. All provisions of this Second Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented by this Second Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
SECTION 6.10. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Second Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
are made solely by the Company.
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IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
ATA HOLDINGS CORP.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
ATA AIRLINES, INC.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
AMBASSADAIR TRAVEL CLUB, INC.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
ATA LEISURE CORP.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
AMBER TRAVEL, INC.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
AMERICAN TRANS AIR TRAINING CORP.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
AMERICAN TRANS AIR EXECUJET, INC.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
ATA CARGO, INC.
By /s/ Xxxxx Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President & CFO
CHICAGO EXPRESS AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxxx
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Name: J. Xxxxxx Xxxxxxxxx
Title: Chairman, President & CEO
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XXXXX FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as Trustee
By /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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