Exhibit 99.11
1999 EETC RESTRUCTURING AND FORBEARANCE TERM SHEET AGREEMENT
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This 1999 EETC Restructuring and Forbearance Term Sheet Agreement (this
"TERM SHEET") reflects the conditional agreement of the parties hereto regarding
the primary terms for the restructuring of the 1999 EETC transaction (the "1999
EETC TRANSACTION") involving ATLAS AIR, INC., ("ATLAS" or the "COMPANY") and the
holders of the A-1 Certificates referred to below (each an "A-1 HOLDER" and
collectively, the "A-1 HOLDERS") pursuant to a pre-negotiated case under Chapter
11 of Title 11 of the United States Bankruptcy Code (the "Bankruptcy Code").
BACKGROUND
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A. The A-1 Holders hold 1999 7.20% Atlas Air Pass Through Certificates(1)/,
Series A-1 (the "A-1 CERTIFICATES") issued pursuant to that certain Pass Through
Trust Agreement dated as of April 13, 1999, between the Company and Wilmington
Trust Company ("WTC") as Pass Through Trustee for the Atlas Air Pass Through
Trust 1999-1A-1, as supplemented pursuant to that Trust Supplement No. 1999-1A-1
dated as of April 13, 1999, between the Company and WTC as Class A-1 Trustee.
The A-1 Holders that are signatories hereto hold more than 50% of the Fractional
Undivided Interests of the Class A-1 Certificates in the 1999 EETC Transaction.
B. With respect to the 1999 EETC Transaction, reference is also made to (i)
those certain Lease Agreements (the "LEASES") between Owner Trustee, as Lessor,
and Atlas, as Lessee, relating to each of the Leased Aircraft, (ii) those
certain Trust Indentures and Mortgages (the "LEASE INDENTURES"), between Xxxxx
Fargo Bank Northwest, National Association (f/k/a First Security Bank, National
Association), in its capacity as Owner Trustee ("OWNER TRUSTEE") and WTC, as
Mortgagee, pursuant to which Owner Trustee issued the Equipment Notes relating
to the Leased Aircraft (the "LEASED EQUIPMENT NOTES"), (iii) that certain Trust
Indenture and Mortgage (the "OWNED INDENTURE," and together with the Leased
Indenture, the "INDENTURES"), between the Company and WTC, as Mortgagee,
pursuant to which the Company issued the Equipment Notes relating to the Owned
Aircraft (the "OWNED EQUIPMENT NOTES," and together with the Leased Equipment
Notes, the "EQUIPMENT NOTES"), including the Class A-1 Equipment Notes (the "A-1
EQUIPMENT NOTES"), the Class B Equipment Notes and the Class C Equipment Notes,
and (iv) that certain Intercreditor Agreement dated as of April 13, 1999, (the
"INTERCREDITOR AGREEMENT"), among WTC, as Pass Through Trustee, the Liquidity
Providers party thereto and WTC, as Subordination Agent and Trustee. Unless
otherwise defined herein, capitalized terms used in this Term Sheet shall have
the definitions assigned to them in the Intercreditor Agreement, the Leases or
the Indentures, as applicable.
C. Atlas has entered into transactions similar to those described in
Paragraph A above concerning the Atlas 1998 and 2000 EETC Transactions. Atlas
acknowledges that (i) Lease Events of Default and Indenture Events of Default
occurred in July, 2003 as a result of Atlas' failure to pay
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(1)/ Contemporaneously with this Term Sheet, substantially similar term
sheets (the "1998 AND 2000 TERM SHEETS") are being executed concerning the Atlas
1998 and 2000 EETC Transactions (and together with the 1999 EETC Transaction,
the "EETC TRANSACTIONS").
in full the scheduled Lease payments with respect to each of such EETC
Transactions, (ii) a Performing Note Deficiency exists, and (iii) Atlas
anticipates that it will not be able to make all of the payments that it is
obligated to make on the next Regular Distribution Date, January 2, 2004, and
subsequent Regular Distribution Dates under each of the EETC Transactions. As a
result, in conjunction with the Program (as defined below), Atlas has requested
a comprehensive restructuring of all its obligations with respect to the EETC
transactions.
D. Pursuant to the Intercreditor Agreement, the Class A-1 Trustee is the
Controlling Party and, after the occurrence and during the continuance of an
Indenture Event of Default which has not been cured by the applicable Owner
Trustee or Owner Participant, the Mortgagee will be directed in taking any
action under the Indentures or with respect to the Equipment Notes by the
Controlling Party. Pursuant to the Class A-1 Trust Agreement, and subject to the
limitations therein, the Class A-1 Trustee will consent to any amendment or
other action as the Controlling Party as it is directed to take by the holders
of Fractional Undivided Interests aggregating not less than a majority in
interest in the Class A-1 Trust.
E. In connection with a comprehensive restructuring being proposed by the
Company and certain of its affiliates (the "PROGRAM") with respect to their debt
and lease obligations, Atlas and the A-1 Holders have entered into a Forbearance
Agreement Relating to 1999 EETC dated July 2, 2003, as amended on August 29,
2003, by Amendment to Forbearance Agreement Relating to 1999 EETC (as amended,
the "FORBEARANCE AGREEMENT"). Atlas has requested the A-1 Holders enter into (i)
a further amendment and extension of the Forbearance Agreement and (ii) this
Term Sheet regarding amendments to the Equipment Notes, the Indentures, the
Leases and related documents (collectively, the "EETC DOCUMENTS"). Atlas has
also requested the A-1 Holders to agree to take all reasonable actions necessary
or advisable to amend or cause or direct the amendment of the EETC Documents as
provided herein. As used in this Term Sheet, the phrase "TAKE ALL A-1 HOLDER
ACTION" shall mean that A-1 Holders shall vote and take all other reasonable
actions necessary to direct Depository Trust Company and WTC, Pass Through
Trustee, as Controlling Party, to instruct the Subordination Agent, as holder of
the Equipment Notes, to vote all such notes for, and direct the Mortgagee to
take, the specified action to effectuate the restructuring contemplated herein,
provided that (i) it is understood that, for such purpose the A-1 Holders shall
not be required to provide to any trustee or agent any joint and several
indemnities or any other indemnities that are not deemed by the holders of
Fractional Undivided Interests aggregating a majority in interest in the Class
A-1 Trust to be reasonable, (ii) Atlas shall pay all costs and expenses,
including reasonable fees of counsel, financial advisors, and aviation
consultants, incurred by the A-1 Holders in connection with the taking of any
such action, and (iii) Atlas shall indemnify the Pass Through Trustee, the
Subordination Agent and the Mortgagee with respect to any matters as to which
any of such parties require indemnification in connection with any action taken
as contemplated hereby by the A-1 Holders, and such indemnity shall provide that
each such party shall seek such indemnity from Atlas before seeking indemnity
from the A-1 Holders.
F. The Program will be effectuated through the means of a plan of
reorganization under Chapter 11 of the Bankruptcy Code that has been
pre-negotiated by Atlas with all of its primary debt and lease constituents as
contemplated herein, and this Term Sheet is intended to reflect the conditional
agreement of the parties hereto regarding the primary terms and conditions of
such restructuring, subject to the terms and conditions set forth herein, and
other customary and reasonable terms, conditions, and provisions for the
restructuring transactions and bankruptcy cases of the type and nature
contemplated herein.
G. Atlas acknowledges that, as an inducement to the A-1 Holders to enter
into this Term Sheet and thereby allowing Atlas continued use of the Aircraft,
Atlas is, among other things, agreeing to make the payments described herein and
establish the collateral account referred to in paragraph 1(f) below.
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1. AMENDMENTS OF FINANCIAL TERMS.
The Leases, Equipment Notes and other operative documents shall be amended
to provide for:
(a) Monthly payments of (i) $725,000 for the period that commenced January
1, 2003 through and including December 1, 2007, and (ii) for the
period commencing January 1, 2008 and thereafter, $830,000 per
Aircraft until the Equipment Notes are paid in full (or, if greater
with respect to any Lease, until the total amount has been paid that
would have been paid into the Collection Account under the
Intercreditor Agreement had all payments been made by Atlas pursuant
to the terms of such Lease without giving effect to the Amendments (as
defined in paragraph 5(a) below)). Atlas will be given credit for the
Lease and Equipment Note payments that it made on July 2, 2003.
Consistent with the Company's "most favored nation" restructuring
proposals, no other creditor or lessor with respect to a 747-400 shall
receive contractual payments at a rate in excess of the amount that is
paid with respect to the Leased and Owned Aircraft as specified
herein. No other creditor or lessor shall in any event receive more
with respect to such creditor's or lessor's fleet of 747-400 aircraft
than such creditor's or lessor's contractual payment in effect prior
to the commencement of the Program.
(b) Lease and Equipment Note payments shall be made monthly rather than
semi-annually. Monthly payments for the period that commenced January
1, 2003 through June 30, 2003 in the aggregate amount of $21,750,000
minus the sum of (i) $10,416,666.67, which is the portion of 1999
Transaction-related Lease and Equipment Note payments paid by Atlas on
July 2, 2003, and (ii) the Deferred Rent Amount (as defined below),
shall be paid by Atlas as set forth in paragraph 1(f) hereof. Monthly
payments for the period that commenced in July, 2003 through and
including December, 2003 shall also be made by Atlas as set forth in
paragraph 1(f). The amount of $9,041,666.67 (the "DEFERRED RENT
AMOUNT") shall be deferred and shall be payable in twelve monthly
installments, eleven of which shall be in the amount of $416,666.67
each commencing January 2, 2005 and ending November 2, 2005, and the
final installment of which shall be in the amount of $4,458,333.33 and
shall be payable on December 2, 2005. Interest on the unpaid Deferred
Rent Amount shall accrue at the incremental rate of ten per cent per
annum. Interest of $1,357,488.58 on the Deferred Rent Amount for the
period that commenced July 2, 2003 through December 31, 2004 shall be
prepaid by Atlas as provided in paragraph 1(f). Interest on the
Deferred Rent Amount for the period commencing January 1, 2005 through
December 2, 2005 shall be due and payable in monthly installments,
payable in arrears commencing on February 2, 2005. Payments of
interest on the Deferred Rent Amount pursuant to this paragraph 1(b)
shall be in addition to the monthly payments that are required under
paragraph 1(a) above.
(c) In addition to the payments provided for in paragraphs 1(a) and 1(b)
above, Atlas shall also make to the airframe maintenance contractors
under the
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airframe maintenance contracts referred to in paragraph 4 a one-time
payment aggregating the lesser of (i) $8.8 million and (ii) 50% of the
amounts payable by Atlas under the airframe maintenance contracts
referred to in paragraph 4 below (the "D-CHECK PAYMENTS") not later
than October 31, 2003 and commence payments (the "ENGINE PAYMENTS") to
the engine maintenance contractors under the engine maintenance
contracts referred to in paragraph 4 below in accordance with that
paragraph and the terms of such contracts (or, if the contracts
referred to in paragraphs 4 below are not executed by October 31,
2003, Atlas shall provide irrevocable, confirmed letters of credit, in
form and substance acceptable to the A-1 Holders and issued by a bank
acceptable to the A-1 Holders, subject to arrangement on commercially
reasonable terms, or cash deposits for the benefit of the A-1 Holders
on or before October 31, 2003, with the proceeds of such letters of
credit or cash deposits to fund the D-Check Payments at the time that
such airframe maintenance contracts are executed or to fund the Engine
Payments at the time such engine maintenance contracts are executed,
as applicable). Any letter of credit provided to fund the D-Check
Payments or Engine Payments will be terminated if the Company uses the
cash collateral securing such letter of credit to pay for the D-Check
Payments or Engine Payments, as applicable. The amount of the D-Check
Payments was based in part on Atlas' having advised the A-1 Holders
that a D-Check has been completed on Aircraft N491MC by an entity
previously disclosed to the advisors to the A-1 Holders and that
Aircraft N492MC is in the process of receiving a D-Check by another
entity previously disclosed to the advisors to the A-1 Holders which
is expected to be completed on or about September 14, 2003. If such
D-Check with respect to Aircraft N492MC is not completed by October
31, 2003, then Atlas shall make an additional D-Check Payment on
October 31, 2003 in an amount equal to the result of (i) $2,200,000,
minus (ii) the amount, if any, paid by Atlas to such entity previously
disclosed to the advisors to the A-1 Holders prior to October 31, 2003
with respect to the D-Check of Aircraft N492MC, evidence of which
payments, if any, to such entity shall be provided to the A-1 Holders
on or before October 31, 2003 if the D-Check of Aircraft N492MC is not
completed by October 31, 2003. Atlas shall provide to the advisors to
the A-1 Holders within 10 days after the execution of this Term Sheet
reasonable evidence of the completion of the D-Check with respect to
Aircraft N491MC. Atlas shall provide to the advisors to the A-1
Holders within 10 days after the completion of the D-Check with
respect to Aircraft N492MC reasonable evidence of the completion of
the D-Check with respect to Aircraft N492MC.
(d) The reduced monthly payments contemplated in paragraph 1(a) above
shall be subject to "snap back" provisions acceptable to the A-1
Holders to the effect that such payment reductions shall not become
permanent unless and until all of such reduced monthly payments shall
have been timely (within any applicable grace period) paid in full.
(e) The financing arrangements regarding the Deferred Rent Amount shall be
implemented through a debtor-in-possession credit facility under
Section 364 of the Bankruptcy Code in form and substance acceptable to
the A-1 Holders
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(the "DEFERRED RENT DIP"). Such financing shall be guaranteed by Polar
Air Cargo Inc. ("POLAR") and Atlas Air Worldwide Holdings, Inc.
("PARENT"), and secured by a first priority security interest (the
"PLEDGE") in all of the then existing and thereafter created or
acquired accounts of Atlas, Polar and Parent. The Pledge and the
administrative claim status of the Deferred Rent DIP shall be
subordinated to the security interests in such collateral securing any
debtor-in-possession financing or exit financing provided to Atlas,
Polar or Parent in connection with their respective Chapter 11 cases
contemplated hereby and shall be primed by the liens and security
interests and administrative and priority claims granted to such
debtor-in-possession lenders. The terms of the subordination for
debtor-in-possession or exit financing shall be acceptable in all
respects to any such lender, provided that, (i) with respect to the
debtor-in-possession financing, if the senior lender accelerates its
indebtedness or exercises remedies with respect thereto, the A-1
Holders shall also have the right to accelerate and take other action
(other than foreclosure) to preserve their rights with respect
thereto, and (ii) with respect to any exit financing, if the senior
lender accelerates its indebtedness or exercises remedies with respect
thereto, the A-1 Holders shall also have the right to accelerate and
take other action to preserve their rights under the Bankruptcy Code
with respect thereto, and the A-1 Holders shall not be required to
waive or modify their rights with respect to any subsequent bankruptcy
proceeding, including without limitation rights such as the right to
file proofs of claim, seek adequate protection, attend meetings of
creditors, vote on a plan of reorganization and obtain relief from
automatic stay under the Bankruptcy Code. The A-1 Holders agree to
take all A-1 Holder Action reasonably necessary to effect such
subordination or as such lenders shall reasonably require.
(f) The payments required by paragraphs 1(a) and 1(b) above shall be made
at such time, to such account, and in such manner as may be directed
by the holders of Fractional Undivided Interests aggregating a
majority in interest in the Class A-1 Trust by written notice to the
Company, but in no event after the later of the entry date of the
Section 1110 Stipulations described in paragraph 10(a) hereof and
January 2, 2004. Unless Atlas is otherwise directed by the A-1
Holders, all of such payments shall be made by Atlas to a collateral
agent designated by the A-1 Holders, to be held by the collateral
agent as security for Atlas' obligations under the EETC Documents
pending final arrangements for the payment of sums pursuant to the
Program contemplated hereby. The fees and expenses of any such
collateral agent shall be paid by Atlas. With respect to any pledge of
such payments to a collateral agent as security for Atlas' obligations
under the EETC Documents, Atlas shall cooperate with the A-1 Holders
and the advisors to the A-1 Holders in making any arrangements and
executing any pledge agreements, control agreements, or other
documents reasonably requested by the A-1 Holders (the "Collateral
Account Documents") or their advisors in connection therewith and, if
not otherwise directed by the A-1 Holders, Atlas shall use its
reasonable best efforts to cause such arrangements and agreements to
be completed and in
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effect as soon as reasonably practicable (and in any event within 30
days) after the execution of this Term Sheet. The A-1 Holders,
directly or through their legal advisors, shall cooperate reasonably
with the Company and such collateral agent in giving the Company and
such collateral agent reasonable input and direction as to the A-1
Holders' requirements with respect to the establishment of the
collateral account and the Collateral Account Documents.
2. ADDITIONAL CONSIDERATION TO CERTIFICATEHOLDERS.
A-1 Holders shall receive their respective pro rata shares of any amendment
fee consideration (which shall not include any reasonable and customary work or
agent fee paid to an administrative agent or similar agent but not paid to or
for the benefit of the creditors for which such agent acts) being paid or
delivered, in the aggregate, to any of the Other Creditors (as defined below) in
connection with the restructurings on their credit and lease facilities
simultaneously herewith, as referred to in paragraph 8 hereof. Such equivalent
amendment fee consideration shall be of the same type and proportion to the debt
owed to the A-1 Holders as the percentage that the fee payable to any such Other
Creditor constitutes with respect to the outstanding debt or lease payments owed
to (or commitment of) such Other Creditor, and the amount and nature of such
equivalent amendment fee consideration shall be resolved to the reasonable
satisfaction of the A-1 Holders. It is agreed that equity consideration being
provided to the Company's senior bank lenders (the "BANK LENDERS") and General
Electric Capital Aviation Services ("GECAS") at or before the effective date of
the Amendments in amounts not exceeding 2.5% and 5%, on a fully diluted basis,
of the common stock of Parent, is not an amendment fee and will not entitle the
A-1 Holders to receive equity consideration.
3. COVENANTS.
The Indentures, Leases and operative documents shall be modified to provide
affirmative and negative covenants and cross defaults to the other debt and
lease facilities of Atlas and its affiliates, including without limitation:
(a) All subordinated debt issued by Parent, Atlas or any other affiliate
of Parent, including without limitation the Senior Subordinated
Unsecured Notes that Atlas contemplates issuing to its unsecured
bondholders, shall be expressly subordinated to the Leases and the
Equipment Notes and payments on account of subordinated debt shall be
subject to the satisfaction of financial covenants acceptable to the
A-1 Holders and shall not be made at any time that there is a default
on any of the Equipment Notes. The A-1 Holders will seek to coordinate
the financial covenants that are included in the Amendments for the
purposes referred to in this paragraph (a) with those being used by
the Bank Lenders for such purposes and will use such Bank Lender
financial covenants as part of the Definitive Documents for the
purposes of this paragraph (a) if they are determined in a manner
acceptable to the A-1 Holders on or before December 1, 2003.
(b) All preferred and common stock issued by Parent, Atlas or any other
affiliate of Atlas or Parent shall be subject to restrictions on
redemptions and the payment of dividends and distributions, with such
restrictions to be based upon the satisfaction of financial covenants
acceptable to the A-1 Holders. The A-1 Holders will seek to coordinate
the financial covenants that are included in the Amendments for the
purposes referred to in this paragraph (b)
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with those being used for such purposes by the Bank Lenders and will
use such Bank Lender financial covenants as part of the Definitive
Documents for the purposes of this paragraph (b) if they are
determined in a manner acceptable to the A-1 Holders on or before
December 1, 2003.
(c) Debt and lease incurrence tests based on leverage and coverage ratios,
with reasonable baskets to be agreed upon, which tests and baskets
shall be acceptable to the A-1 Holders. As it is intended that the A-1
Holders receive the same debt and Lease incurrence covenants as are
given to the Bank Lenders, it is a condition of the A-1 Holders'
obligations hereunder that all such Bank Lender debt and lease
incurrence covenants be determined on or before December 1, 2003 in a
manner acceptable to the A-1 Holders. Except for the purposes set
forth in paragraphs 3(a) and (b) hereof, the Amendments will not
include any financial covenants except for the covenants referred to
in this paragraph (c).
(d) Prohibition of mergers, business combinations, changes in existing
lines of business and engaging in new lines of business other than
airfreight and airfreight services consistent with the Company's
Business Strategy dated March 28, 2003 previously delivered by Atlas
to the advisors to the A-1 Holders. As it is intended that the A-1
Holders receive the same covenants as are given to the Bank Lenders
with respect to the matters referred to above in this paragraph (d),
it is a condition of the A-1 Holders' obligations hereunder that all
such Bank Lender covenants be determined on or before December 1, 2003
in a manner acceptable to the A-1 Holders.
(e) Cross-defaults ("CROSS DEFAULTS") to events of default (following
applicable cure periods) under the Company's debt and lease facilities
with GECAS, Boeing Capital Corporation and its affiliates ("BOEING"),
and the Bank Lenders, and to the other EETC Transactions. It will also
constitute a Cross Default if there is an acceleration of obligations
owed to Other Creditors, if such other accelerated obligations exceed
$50,000,000. The obligations that are the subject of the Cross Default
are referred to herein as the "CROSS DEFAULT OBLIGATIONS".
(f) A Cross Default shall be a Lease Event of Default. Upon the occurrence
of a Cross Default following the Plan Effective Date (as hereinafter
defined), the A-1 Holders shall have the right in their sole and
absolute discretion upon the earlier of (i) 30 days following the
occurrence of the Cross-Default if such default is a payment default
or 60 days following the occurrence of the Cross-Default if such
default is a non-payment default, and (ii) acceleration of the
applicable Cross-Default Obligation, to direct the Class A-1 Trustee
to direct the collateral trustee to exercise all available rights and
remedies. If, before the occurrence of an Action Event (as defined
below), (x) GECAS, Boeing or the Bank Lenders waives or amends, a
Cross Default that occurs under its facility, or (y) the Bank Lenders
waive or amend a covenant referred to in paragraph 3(c) or 3(d) above,
then such Cross Default or such covenant will be deemed to have been
similarly waived or amended by the A-1 Holders,
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but such waiver or amendment shall only take effect if Atlas has
complied with the provisions of paragraph 3(g) below. As used herein,
an "ACTION EVENT" means (x) any acceleration or other exercise of
rights or remedies by the Class A-1 Trustee, Subordination Agent or
Mortgagee as a result of the Cross Default or (y) the giving of
instructions or directions by holders of Fractional Undivided
Interests aggregating a majority-in-interest in the Class A-1 Trust to
the Class A-1 Trustee to exercise any such rights or remedies. For the
purposes hereof, if Atlas refinances from time to time, with
institutional lenders not affiliated with Atlas, the entire debt that
Atlas owes to the Bank Lenders with another senior loan facility, the
lenders under such new facility after the date of such refinancing,
shall be deemed to be the "Bank Lenders" hereunder and the covenants
referred to in paragraphs 3(c) and 3(d) shall thereby automatically be
deemed to have been amended to be the covenants set forth in the
documents evidencing the indebtedness to the new Bank Lenders. If more
than one such new senior loan facility takes effect at any one time,
the larger facility will be deemed to be the new Bank Lender facility
for the purposes hereof.
(g) If, after the Plan Confirmation Date, in connection with any
amendment, waiver, or modification of any debt or lease facility of
any Other Creditor regarding any action, inaction, state of affairs or
item which constitutes an event of default or may have become an event
of default without such amendment, waiver, or modification, any Other
Creditor receives any (i) new or increased rent, debt payments,
maintenance reserves or other form of additional payment, (ii) new
fees or other compensation, (iii) increase in interest rate, (iv)
additional collateral or credit support, (v) materially improved
maintenance provisions or return condition provisions, or (vi) other
form of material enhancement (collectively, the "ENHANCEMENTS"), the
Company shall (A) give prompt notice to the Class A-1 Trustee
describing in reasonable detail the amendment or waiver and the
Enhancement given in connection therewith, and (B) cause the
Subordination Agent with respect to the 1999 EETC Transaction to
simultaneously receive equal and identical Enhancements (calculated as
the net economic benefit to such Other Creditor, but not less than
zero), provided that any settlement by Atlas in the ordinary course of
business of contractual aircraft return condition obligations of Atlas
regarding an Aircraft which does not exceed the amount of the
applicable contractual aircraft return condition obligation of Atlas
shall not constitute an Enhancement for the purposes hereof.
Enhancements which are calculated on a per unit basis will be provided
to the A-1 Holders on a per unit basis, and Enhancements which are
provided as a percentage of outstanding obligations shall be provided
to the A-1 Holders pro rata in the proportion that the debt
outstanding on the A-1 Equipment Notes bears to the debt outstanding
to such other creditor.
(h) The A-1 Holders will not require other new covenants that are
inconsistent with the terms of this Term Sheet. The definitive
documents will provide that the new covenants added pursuant to this
Term Sheet will cease to be in effect upon the earlier of (i) the
payment in full of the A-1 Certificates and
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(ii) the Covenant Termination Date (as defined below). After the Bank
Lenders have been paid in full, the covenants shall continue in effect
in the form of such covenants at the time that the debt to such Bank
Lenders is paid in full (but without giving effect to any amendments
or waivers thereof that were made or given in anticipation of or in
connection with such payment in full of the debt to the Bank Lenders).
As used herein, the "COVENANT TERMINATION DATE" means the first date
after the debt to the Bank Lenders has been paid in full that the
unsecured senior debt of Atlas is rated as investment grade.
4. AMENDMENTS TO PROVIDE PROTECTION FOR THE USE AND DEPRECIATION OF THE
AIRCRAFT.
(a) The Company shall at all times maintain the Aircraft and the 48
engines associated with the Aircraft (the "ENGINES") in airworthy
condition, including the performance of all airframe D-Checks as
required for further operation of the Aircraft (with no extensions of
D-Check intervals by more than one year beyond the manufacturer's
recommended D-Check interval, in each case as approved by the FAA) and
the performance of all Engine overhauls as required by the Engine's
condition.
(b) Atlas will implement contractual maintenance arrangements (the
"CONTRACTS") that have the objective of achieving, by not later than
March 31, 2004 and thereafter, the protection levels described below,
with the Contracts providing for monthly payments to Maintenance
Contractors (as defined below) in accordance with Annex A attached
hereto (it being understood that Atlas and the A-1 Holders will be
discussing revisions to Annex A after the date hereof and that Annex A
will be finalized in a form, scope and substance reasonably acceptable
to the A-1 Holders (or to the aircraft advisor designated by the A-1
Holders), and consistent with the provisions of this paragraph 4, not
later than October 31, 2003) (as finalized "ANNEX A"), and to
otherwise provide for the following:
(i) Entering into and properly funding Contracts with an engine
overhaul contractor of international stature that is reasonably
acceptable to the A-1 Holders (or to the aircraft advisor designated
by the A-1 Holders) (each an "ENGINE MAINTENANCE CONTRACTOR") with
respect to each Engine, which contract arrangements and related
payments will be designed to achieve the following result:
(A) each Engine either (x) being at or above 25% of hours
remaining to its next required overhaul ("25% REMAINING LIFE"),
or (y) being the subject of a pre-funding payment to an Engine
Maintenance Contractor equal to 25% Remaining Life for each such
Engine; or (z) having, in combination, remaining life and/or
pre-funded payments to the Engine Maintenance Contractor that
aggregate 25% Remaining Life; and
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(B) all Engines and airframes of all Aircraft on average and
across each EETC Series either (x) having a combined Engine and
airframe maintenance value that is at or above 50% of hours
remaining to their next required overhauls ("50% COMBINED
REMAINING LIFE"), or (y) being the subject of a pre-funding to
one or more Engine Maintenance Contractors and/or one or more
airframe maintenance contractors of international stature that is
reasonably acceptable to the A-1 Holders (or to the aircraft
advisor designated by the A-1 Holders) ("AIRFRAME MAINTENANCE
CONTRACTOR" together with the Engine Maintenance Contractor, a
"MAINTENANCE CONTRACTOR") equal to 50% Combined Remaining Life
for all such Engines and airframes, or (z) having, in
combination, remaining life and/or pre-funded payments to Engine
Maintenance Contractor and/or Airframe Maintenance Contractors
that aggregate 50% Combined Remaining Life.
Atlas' obligations with respect to maintenance of the Engines and
Aircraft will be limited to meeting the obligations contained in
the Contracts, paragraph 1(c) hereof, this paragraph 4 and Annex
A.
(ii) By not later than October 31, 2003, Atlas will have entered
into and have in effect Contracts or other binding agreements with
Engine Maintenance Contractors and with Airframe Maintenance
Contractors. Under those arrangements, by not later than October 31,
2003, (A) the engine maintenance contract arrangements contemplated by
paragraph 4(b)(i) above will be fully complied with and, additionally,
five Engine overhauls (with serial numbers to be specified) shall have
commenced, and (B) 50% of the amount required to perform "D-Checks"
for eight Aircraft which have not had or are not undergoing an initial
D-Check (the "D-CHECK AIRCRAFT") will be pre-funded by paying to an
Airframe Maintenance Contractor with respect to those Aircraft (or by
providing the financial assurance contemplated by paragraph 1(c)
above) an amount equal to the lesser of (x) $1.1 million per Aircraft
that has not completed a D-Check (that is, an aggregate of $1.1
million, $5.5 million, and $2.2 million for the 1998, 1999 and 2000
EETC Transactions, respectively) and (y) 50% of the actual contract
cost for each such Aircraft.
(iii) By not later than October 31, 2003, Atlas shall have
entered into Contracts or other legally binding legal arrangements
that the A-1 Holders determine are appropriate, that are designed to
achieve the objectives of this paragraph 4, that provide for monthly
payments commencing by November 15, 2003 (with respect to October 2003
flight hours), and that otherwise are reasonably acceptable to the A-1
Holders with Engine Maintenance Contractors covering all Engines and
with Airframe Maintenance Contractors covering all Aircraft.
(iv) If by October 31, 2003 Atlas fails to enter Contracts or
other legally binding arrangements that are sufficiently definitive to
make funding
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of payments appropriate with Maintenance Contractors for each of the
Engines and all of the D-Check Aircraft or each of the five Engine
overhauls has not begun, Atlas will fund the amounts, including all
monthly payments and all other payments to be made under this
paragraph 4 or Annex A, that otherwise would have been payable to the
Maintenance Contractors to an escrow agent designated by the A-1
Holders, which shall hold such funds to be paid over in the
appropriate amount to the Maintenance Contractor when Atlas agrees
with that Maintenance Contractor to arrangements consistent with this
paragraph 4. If definitive agreements relating to all Engines and all
D-Check Aircraft are not agreed to and in effect by December 15, 2003
or if by December 31, 2003 the five Engine overhauls have not been
completed, then the escrow agent shall transfer the funds to an
aircraft advisor designated by the A-1 Holders (the "CONSULTANT"),
which shall hold and as appropriate apply the funds to satisfy the
purposes of this paragraph 4 and Annex A. Atlas will pay the escrow
agent and the Consultant for their fees and expenses incurred with
respect to the various functions under this paragraph 4 and Annex A
promptly upon being billed therefor.
(v) In order to monitor the maintenance activities contemplated
by this paragraph 4 and Annex A, (A) not later than the fifteenth day
of each calendar month, Atlas shall provide information to the
Consultant with respect to the use and operation of the Engines and
the Aircraft in the immediately preceding month, (B) not later than
the twenty-fifth day of each month each Maintenance Contractor shall
provide the Consultant with a report that indicates the current credit
balance for each Engine or Aircraft under the applicable maintenance
contract, and (C) on December 31, 2005 and every two years thereafter,
Atlas shall provide to the Consultant a certificate from an executive
officer certifying, as of the relevant date, that all of the
assumptions upon which the arrangements in this paragraph 4 and Annex
A are based continue to be correct and accurate in all respects (or,
if they are no longer correct and accurate, certifying as to the ways
in which those assumptions have changed) and that the maintenance
programs provided under the Contracts have met the objectives
contemplated by this paragraph 4 and Annex A (or, if they have not met
those objectives, certifying as to the ways in which those objectives
have not been met).
(vi) If the information provided to or obtained by the Consultant
indicates that the objectives of this paragraph 4 or Annex A are not
being met, including, without limitation, due to a failure to meet its
contractual obligations contemplated by this paragraph 4 or Annex A or
that there has been either a change in any material respect in the
assumptions upon which the arrangements in this paragraph 4 or Annex A
are based or any material variance in meeting the objectives
contemplated by this paragraph 4 and Annex A, the Consultant, after
consultation with A-1 Holders that it can reasonably identify and
reasonable discussions and consultation with Atlas, shall by written
notice to Atlas (A) advise Atlas of such non-compliance, failure to
meet its obligations, changed circumstances or a material variance,
and (B) specify reasonable actions or adjustments respecting
maintenance in
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order to comply with its obligations contemplated by this paragraph 4
and Annex A. Atlas shall have 30 days from the delivery of such notice
to comply with obligations specified in the Consultant's notice, which
shall be implemented as provided in Annex A.
(c) The Company's obligation to maintain the engine maintenance contracts
referred to above will end on the earlier to occur of (i) the A-1
Equipment Note indebtedness against such Aircraft is $30 million or
less in the aggregate or (ii) Atlas becoming an investment grade
credit, in either case, however, only if all Aircraft are then in
compliance with all maintenance covenants set forth herein and in the
EETC Loan Documents.
(d) The maintenance contracts described in this paragraph 4 shall be (i)
freely assignable, (ii) subject to a first priority lien in favor of
the collateral trustee with respect to the Equipment Notes, (iii)
expressly divisible for bankruptcy purposes by Engine and airframe and
(iv) otherwise in form, scope and substance reasonably acceptable to
the A-1 Holders consistent with the provisions of this paragraph 4 and
Annex A. In addition and without limitation, each Maintenance
Contractor shall (w) agree to provide to the Consultant, not later
than the twenty-fifth day of each month, a report that indicates the
current credit balance under the applicable maintenance contracts, (x)
consent to the assignment of such contract as additional collateral to
such collateral trustee, agree not to amend or terminate the contract
or waive any provisions of the contract without the consent of the
holders at the applicable time of a majority in interest of the
Fractional Undivided Interests in the Class A-1 Trust, and agree that
such collateral trustee shall have all rights of Atlas under such
contract after a default by Atlas in such contract or in any Lease or
other EETC document, (y) waive any and all rights of reduction, setoff
or security for or with respect to obligations due to such Maintenance
Contractor from Atlas or any Affiliate (other than entitlement to
payment for maintenance of the engines that are the subject of such
contract) regardless of whether the applicable Atlas maintenance
contract is then in breach or has been rejected or assumed in
bankruptcy (a "SETOFF WAIVER"), and (z) agree that, if the Engine
Maintenance Contractor is released from its obligations with respect
to a particular engine, then any excess maintenance funds from one
engine shall be available for other engines, and the maintenance
contract with the Airframe Maintenance Contractor shall provide that
prepaid credits shall, if the collateral trustee so requires after it
has exercised its rights under such contract, be allocated among the
Aircraft that are the subject of the Equipment Notes in such manner as
may be directed by the collateral trustee.
(e) It will be an event of default under the Leases and Indentures if any
of the following occurs and continues for 30 days after the earlier of
(i) notice thereof from the Lessor or Mortgagee, and (ii) knowledge
thereof by any executive officer (or any other officer with
responsibilities in relation to any of the Leases or any other person
determining senior management policies or
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exercising executive responsibilities) of Atlas: (A) Atlas fails or
refuses to comply with the obligations specified in the Consultant's
notice referred to in paragraph 4(b)(vi) above, (B) Atlas defaults on
any of its material obligations under any maintenance contract
referred to in paragraph 4(d) above, and (C) any Maintenance
Contractor breaches any of its material obligations under any
maintenance contract referred to in paragraph 4(d) above, such breach
is not remedied within any cure period set forth in such maintenance
contract, and Atlas fails to replace such Maintenance Contractor with
another Maintenance Contractor acceptable (and pursuant to a contract
that is acceptable) to the holders of a majority in interest of the
Fractional Undivided Interests of the Class A-1 Trust within 90 days
after the date of such breach by the Maintenance Contractor (or, if
there is a cure period, after the end of such cure period), which
replacement maintenance contract shall be funded at the same level as
the maintenance contract that it replaced.
(f) Prohibitions against suspension of maintenance and against parking of
Aircraft in a condition that does not satisfy the return condition
requirements set forth in the EETC Documents.
(g) Periodic inspections (but, prior to default, not to exceed one
inspection per 12 month period) of Aircraft and maintenance records,
including inspection of Aircraft and maintenance records prior to
closing the restructuring, by an aviation professional designated by
A-1 Holders collateral trustee from a pre-approved list of aviation
professionals. Such inspections shall be subject to usual and
customary terms including, among other things, reasonableness and
timing, including without limitation more frequent inspection rights
after default.
5. PROTECTION OF A-1 EQUIPMENT NOTES AND A-1 CERTIFICATES.
(a) The Company will take all action and the A-1 Holders, as Controlling
Party, will take all A-1 Holder Action reasonably necessary to
implement amendments of the EETC Documents (the "AMENDMENTS")
consistent with the note and rental payments contemplated hereby and
necessary to accomplish the Program contemplated hereby, such
Amendments to be in a manner reasonably satisfactory to the A-1
Holders. If the Company obtains the consents of the Owner Participants
and Liquidity Providers as contemplated by paragraph 6(a) hereof, and
if the Class B and Class C Liquidity Providers have given "Termination
Notices", as such term is defined in the Liquidity Facilities, or the
continuing role of the Liquidity Providers has been otherwise resolved
satisfactorily to the A-1 Holders as contemplated by paragraph 5(c)
hereof the Amendments will include, among other things, a waiver of
all existing and known defaults.
(b) Prior to the date of the Filing (as defined in paragraph 10(a) below),
the Company will cause the Class A-1 Liquidity Providers to be
retained solely at the cost and expense of the Company and at no cost
or expense to the A-1 Holders. Within 60 days after the date of the
Filing, Atlas shall have
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obtained the consent of the Class A-1 Liquidity Providers to the
Amendments on terms reasonably acceptable to the A-1 Holders.
(c) Within 60 days after the date of the Filing, (i) each of the Class B
Liquidity Providers and the Class C Liquidity Providers shall have
given a Termination Notice or the continuing role of the Liquidity
Providers shall have been otherwise resolved in a manner satisfactory
to the A-1 Holders, and (ii) Atlas shall have obtained the consent of
the Class A-1 Liquidity Providers, the Class B Liquidity Providers and
the Class C Liquidity Providers to the Amendments on terms reasonably
acceptable to the A-1 Holders.
(d) In each of the Leases for the four Leased Aircraft and in the Owned
Indenture (2/) Atlas will agree and covenant, upon the occurrence of a
Trigger Event (defined below), to either:
(i) commence and continue to pursue diligent commercial efforts to
sell one of the Leased or Owned Aircraft, of Atlas' choice within
six months of the Trigger Event through a recognized broker at
the highest cash bid available as determined by such broker (but
subject to such cash bid realizing minimum net cash proceeds to
be acceptable to the A-1 Holders), and (if the selected Aircraft
is a Leased Aircraft) to terminate the Lease of such Aircraft
upon its sale; or
(ii) at Atlas' option in lieu of such sale, make an open market tender
for A-1 Certificates at par in an aggregate amount not less than
the Trigger Prepayment Amount within six months of the Trigger
Event. As used herein, "TRIGGER PREPAYMENT AMOUNT" means the then
current amount outstanding on all of the A-1 Equipment Notes of
such EETC Transaction divided by the number Aircraft in such EETC
Transaction.
Atlas will agree and covenant to report consolidated EBITDA (excluding
restructuring and bankruptcy-related expenses) for the 12-month
periods ending March 31, 2005, September 30, 2005 and March 31, 2006
(each, a "SALE TEST DATE") within 45 days after each Sale Test Date
(the date of each such report being a "REPORTING DATE"). A "TRIGGER
EVENT" shall be deemed to have occurred as of any Reporting Date if
consolidated EBITDA (excluding customary restructuring and
bankruptcy-related expenses) for the trailing twelve months ending on
the immediately preceding Sale Test Date is less than (A) with respect
to the 12-month period ending on March 31, 2005,
--------------------
2/ A similar provision is included in the 1998 and 2000 Term Sheets so that
Atlas may be required to sell up to three Aircraft in the aggregate.
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66.5% of the Projected EBITDA, as defined below (excluding
restructuring and bankruptcy-related expenses) for such period, (B)
with respect to the 12-month period ending on September 30, 2005,
73.7% of the Projected EBITDA (excluding restructuring and
bankruptcy-related expenses) for such period, and (C) with respect to
the 12-month period ending on March 31, 2006, 75% of the Projected
EBITDA (excluding restructuring and bankruptcy-related expenses) for
such period; provided that, if the Company sells any Aircraft after
the occurrence of any Trigger Event, the Projected EBITDA for periods
ending on Sale Test Dates occurring after such sale will be adjusted
to reflect the elimination of revenues and expenses relating to the
operation of such Aircraft. As used herein, "PROJECTED EBITDA" means
the EBITDA of the Company as projected in connection with the
confirmation of the Plan, provided that, if such projected EBITDA is
materially less than the projected EBITDA as set forth in the
projections delivered by the Company to the advisors for the A-1
Holders on September 11, 2003 (the "SEPTEMBER 11 PROJECTED EBITDA"),
then the restructuring contemplated by this Term Sheet shall be
conditioned on such revised Projected EBITDA being acceptable to the
A-1 Holders. If the final accounting treatment of the restructuring of
the Leases has a material impact on the Company's EBITDA for any of
the periods ending on a Sale Test Date, the Projected EBITDA or
applicable percentage will be appropriately adjusted so as to have an
effect, and provide protection to the A-1 Holders, that is equivalent
to that set forth herein based on the September 11 Projected EBITDA.
(e) Notice and cure provisions relating to defaults and events of default
in the EETC Documents shall be modified so as to be satisfactory to
the A-1 Holders.
(f) To the extent permitted by the documents, the Leases and Trust
Indenture and Mortgage and other applicable documents relating to the
owned Aircraft will be further modified to (i) permit defaults under
or amendments to covenants in such documents to be waived or amended,
as applicable, by a Fractional Undivided Interest aggregating not less
than a majority in interest in the Class A-1 Trust and (ii) permit the
Company or its affiliates to purchase some or all of the A-1 Equipment
Notes without being required to purchase all Equipment Notes.
(g) As soon as practicable after the execution of this Term Sheet, the A-1
Holders agree to request that the Subordination Agent obtain LTV
Appraisals of the Aircraft pursuant to Section 4.1(a)(iii) of the
Intercreditor Agreement. At least 30 days prior to the Filing Date,
the Subordination Agent shall have received such LTV Appraisals. In
connection therewith, as and when requested from time to time by the
A-1 Holders or the Subordination Agent at any time after the date
hereof, Atlas will (i) fully cooperate with the Subordination Agent
and assist the Subordination Agent in promptly obtaining such LTV
Appraisals with respect to the Aircraft, provided that Atlas shall not
be required unreasonably to disrupt its business in providing
such cooperation, but Atlas shall nevertheless be required to make the
-15-
Aircraft available to the appraiser within a reasonable time after
request therefor at places reasonably acceptable to the appraiser in
order to permit the appraiser to inspect the Aircraft, (ii) without
limiting the generality of the foregoing, use its reasonable best
efforts to assist the Subordination Agent in obtaining the LTV
Appraisals prior to the Filing Date if requested to do so by the A-1
Holders, (iii) promptly provide to the Appraiser designated by the A-1
Holders or the Subordination Agent access to each of the Aircraft at a
location reasonably convenient for such Appraiser and access to all
data and records requested by such Appraiser with respect to the
Aircraft, (iv) pay, promptly upon being billed therefor (which payment
shall be made in advance if billed in advance), for the costs of such
LTV Appraisals and provide such indemnity as may be reasonably
requested by the Subordination Agent in connection with the obtaining
of the LTV Appraisals, and (v) cooperate with the A-1 Holders and the
Subordination Agent in permitting the LTV Appraisals to be obtained by
the Subordination Agent and provided to the A-1 Holders on a
privileged basis, to the maximum extent that it is possible to do so.
6. CONSENTS OF OWNER PARTICIPANTS AND LIQUIDITY PROVIDERS.
(a) Prior to the date of the Filing Atlas shall obtain the consent of the
Owner Participants, and within 60 days after the date of the Filing
Atlas shall obtain the consent of the Liquidity Providers, to the
Amendments and to amendments of the following Lease terms and to the
waiver of tax indemnity claims on terms acceptable to the A-1 Holders:
(i) the ability of A-1 Holders, after future defaults, to amend Lease
income streams to reflect future market conditions, without the
consent of Owner Participants or Owner Trustee; and
(ii) the right of the Company to use a pre-approved short form lease
in form and substance acceptable to the A-1 Holders to dry lease
the Aircraft to Polar. No such dry lease of Aircraft to Polar
would affect the continuing liens of the Mortgagee on the
Aircraft or relieve Atlas from any of its obligations under the
applicable Leases or from its obligations to assign all
sub-leases to the Mortgagee.
(b) In the event Atlas is unable to obtain the required consents of the
Owner Participants or Liquidity Providers to the Amendments, the A-1
Holders, in their sole and absolute discretion, would consider other
means to implement the restructuring contemplated hereby without the
consent of the Owner Participants and the Liquidity Providers.
7. CREDIT ENHANCEMENT.
Parent and Polar shall guarantee Atlas' obligations under the Leases, the
A-1 Equipment Notes, and related documents, effective on the Plan Effective
Date.
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8. OTHER RESTRUCTURINGS.
The Company shall provide to the advisors to the A-1 Holders periodic
updates of its restructuring negotiations with GECAS, the Bank Lenders and
holders of its other lease and debt obligations (the "OTHER CREDITORS") through
and including the Plan Effective Date (defined below). The terms and conditions
of the definitive amendments to the EETC Documents, including without limitation
payment terms, fees, consideration, covenants, collateral, credit support,
maintenance requirements, and return conditions, shall be no less favorable to
the A-1 Holders than the definitive amendments entered into with, or proposed
and implemented under the Plan (as defined below) with respect to the Other
Creditors subject to the Program, taking all relevant facts and circumstances
into account (the "CONFORMITY OF THE OTHER CREDITOR TRANSACTIONS"). If Atlas is
unable to obtain the consent of any Other Creditor to the delivery of its
definitive documents to the A-1 Holders for the purpose of permitting the A-1
Holders to confirm the Conformity of the Other Creditor Transactions, then Atlas
shall cause the A-1 Holders to receive from the financial advisors to the A-1
Holders or from an independent third party acceptable to the A-1 Holders a
written report in form and substance satisfactory to the A-1 Holders confirming
the Conformity of the Other Creditor Transactions. Nothing herein shall be
deemed to waive the rights of the A-1 Holders as a party in interest in the
Bankruptcy Case to seek to compel production and disclosure of the underlying
contractual documents and proposed amendment documents of Other Creditors
pursuant to the Bankruptcy Code and the Bankruptcy Rules subject to any
confidentiality protections which may be imposed by the Bankruptcy Court.
9. MANAGEMENT AND CONSULTING ARRANGEMENTS.
(a) The form of the Company's corporate governance and the process for
designating its board of directors after the unsecured bondholders and
other unsecured creditors obtain a controlling interest in the equity
of the Company must be reasonably satisfactory to the A-1 Holders;
provided, however that it shall be deemed satisfactory to the A-1
Holders if a majority of the board of directors immediately following
the Plan Effective Date is designated by the unsecured bondholders and
other creditors of the Company pursuant to the Plan for terms of not
longer than one year, and thereafter the board of directors is elected
by the shareholders of the company generally in accordance with
applicable law.
(b) Atlas shall disclose to the advisors to the A-1 Holders all material
information with respect to its management and consulting arrangements
with its employees and consultants (excluding legal counsel),
including information with respect to all cash, equity and other
compensation (whether direct or indirect, absolute or contingent) to
be paid or given. Nothing herein is intended to constitute a waiver by
the A-1 Holders of their right to object in any Chapter 11 case to the
ratification, approval, or implementation of any employee retention
plan or other management or consulting arrangements with employees and
consultants.
10. IMPLEMENTATION IN BANKRUPTCY.
(a) The restructuring of the EETC Documents and of all obligations to
Other Creditors shall be implemented through a pre-negotiated Chapter
11 case (the
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"BANKRUPTCY CASE") and related plan of reorganization filed by Atlas
and its affiliates ("PLAN") under the Bankruptcy Code. The term "PLAN
CONFIRMATION DATE" shall mean the date of entry of the order of the
Bankruptcy Court confirming the Plan, which order is not subject to
stay, and the term "PLAN EFFECTIVE DATE" shall mean the effective date
of such Plan as provided therein. The Chapter 11 case shall be
commenced in a Bankruptcy Court (the "BANKRUPTCY COURT") on or before
December 15, 2003 (the "FILING"). The Plan Confirmation Date must
occur on or before 180 days after the Filing, and the Plan Effective
Date must occur not later than 30 days after the Plan Confirmation
Date. The form, scope and substance of all primary Chapter 11
documents and orders relating to the overall restructuring of the EETC
Transactions and of all other primary debt and lease constituencies
shall have been agreed upon and finalized to the reasonable
satisfaction of the A-1 Holders prior to the Filing, including without
limitation all maintenance contracts and arrangements contemplated
hereby, the Plan, Disclosure Statement, Adequate Protection and
Section 1110 Stipulations and Orders, DIP Financing Documents and
Orders, Lease Modification and Assumption Stipulations and Orders, and
all First Day Motions and Orders relating to the comprehensive
restructuring transactions of all primary debt and lease
constituencies as contemplated hereby. The Deferred Rent DIP shall be
implemented on an interim and final basis simultaneously (to the
extent reasonably possible) with the general debtor-in-possession
financing being arranged by Atlas and its affiliates for the Chapter
11 case, but in no event shall the final order be entered later than
45 days after the Filing. The Section 1110 Stipulation described below
shall have become final, and all payments due thereunder shall have
been made, no later than 45 days after the Filing.
(b) The Deferred Rent DIP and Section 1110 Stipulation shall contain
reasonable and customary terms and provisions for a transaction of
this type, including without limitation findings and an order or
orders by the Bankruptcy Court binding upon the debtors in the
Bankruptcy Case (the "DEBTORS"), the Debtors' estates, and any Chapter
7 Trustee, providing that (i) the Leases are the valid and binding
prepetition lease obligations of Atlas without defense, setoff,
avoidance, or counterclaim (other than the right to assume or reject a
Lease under Sections 365 and 1110 of the Bankruptcy Code, or assume
all of the Leases under the Plan with the modification contemplated
herein), and (ii) the Company, on behalf of the bankruptcy estate,
waives any avoidance claims regarding any prepetition or postpetition
payments made (including without limitation cure payments), or
collateral granted, prior thereto regarding any Lease or Equipment
Note.
(c) Pursuant to the Intercreditor Agreement, the Class A-1 Trustee is the
Controlling Party and, after the occurrence and during the continuance
of an Indenture Event of Default which has not been cured by the
applicable Owner Trustee or Owner Participant, the Mortgagee will be
directed in taking any action under the Indentures or with respect to
the Equipment Notes by
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the Controlling Party. Although the A-1 Holders are not holders of
claims or interests in the bankruptcy estate of Atlas and its
affiliates, they are beneficial holders of Fractional Undivided
Interests aggregating a majority in interest in the Class A-1 Trust.
Pursuant to the Class A-1 Trust Agreement, and subject to the
limitations therein, the Class A-1 Trustee will consent to any
amendment or other action as the Controlling Party as it is directed
to take by the holders of Fractional Undivided Interests aggregating
not less than a majority in interest in the Class A-1 Trust. The
undersigned A-1 Holders have informally consulted with each other with
the advice of counsel, financial advisor, and aviation consultant (the
"COMMITTEE ADVISORS") as an ad hoc committee of A-1 Holders (the "AD
HOC A-1 HOLDER COMMITTEE") for purposes of considering the
restructuring contemplated herein at the Company's request. As
reasonably requested by Atlas from time to time before and after the
Filing, the Ad Hoc A-1 Holder Committee, through its counsel, will
provide to Atlas the names of the institutions which are the
beneficial A-1 Holders on the Committee, and the aggregate amount of
the Fractional Undivided Interests held by the Ad Hoc A-1 Holder
Committee from time to time in each EETC Series Transaction, it being
understood, however, that no Ad Hoc A-1 Holder Committee member shall
be required to (i) disclose its individual holdings to Atlas (but
rather shall disclose such holdings to counsel for the Ad Hoc A-1
Holder Committee on a confidential basis for reporting by counsel of
the aggregate holdings of the Ad Hoc A-1 Holder Committee), or (ii)
receive material non-public information at any time for purposes of
taking A-1 Holder Action, but may request and receive the same upon
reasonable confidentiality and "cleansing disclosure" mechanics
substantially similar to the existing Non Disclosure Agreements in
place at the time of the execution of this Term Sheet. During the
bankruptcy case to implement the restructuring, the Debtors shall
acknowledge the Ad Hoc A-1 Holder Committee as parties in interest in
the Chapter 11 case, and shall pay on a monthly basis (pursuant to the
Deferred Rent DIP and/or Section 1110 Stipulation without the
requirement of a court approved fee application) the reasonable fees
and expenses of Committee Advisors. The Company reserves the right to
terminate discussions with the Ad Hoc A-1 Holder Committee for any
series of EETC Transaction, and to cease paying the fees and expenses
of such Committee Advisors for such series, if at any time after the
date hereof (before or after the Filing) (i) the Ad Hoc A-1 Holder
Committee for such series shall hold less than 25% of the Fractional
Undivided Interests of the Class A-1 Certificates of such series (or
shall refuse to reasonably report and update its aggregate holdings
from time to time), or (ii) another holder or group of holders holding
more than 50% of the Fractional Undivided Interests of the Class A-1
Certificates of such series becomes active in the restructuring
discussions of such series.
(d) The A-1 Holders (and/or the Subordination Agent, Class A-1 Trustee, or
other appropriate party as directed by A-1 Holder Action) and the
Company will execute and deliver to the Bankruptcy Court a stipulation
and agreement pursuant to Section 1110(b) and Section 361 of the
Bankruptcy Code (reasonably satisfactory in form and substance to
Company and A-1 Holders)
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(the "SECTION 1110 STIPULATION") which shall, without limitation, (i)
contain a recital by Atlas that, because of its financial condition,
Atlas refuses to assume or agree to perform its full obligations under
all of the Leases (as in effect prior to giving effect to the
Amendment), (ii) provide for payments under the Leases and Owned
Equipment Notes as amended and provided herein, and (iii) provide
that, for so long as the Debtors timely fulfill all of their
obligations thereunder and all of their obligations under this Term
Sheet and the definitive documents executed pursuant hereto, A-1
Holders will forbear from exercising rights under Section 1110 of the
Bankruptcy Code, or seeking relief from the automatic stay under
Section 362 of the Bankruptcy Code, from the date of filing of the
Chapter 11 case (the "FILING DATE") until the earliest of (A) the date
which is 180 days after the Filing Date and (B) confirmation of a
Plan. In addition to other reasonable and customary provisions, the
Stipulation will also provide that all Basic Rent, all Supplemental
Rent, principal and interest owed by Atlas, and all maintenance
obligations and expenses due and payable under the Leases and other
EETC documents at or after the Filing Date (less any payments thereof
made by Lessee after the Filing Date) shall be allowed as an
administrative expense pursuant to Sections 503(b)(1)(A) and 507(a)(1)
of the Bankruptcy Code; provided, however, that there shall not be
allowed as an administrative expense (x) any other damages payable by
reason or in respect of the rejection or other termination of the
Leases or the exercise of remedies with respect to the rejection or
other termination of the Leases or the occurrence of any Lease Event
of Default under and as defined in the Leases, or (y) any amounts
payable by the Company pursuant to the Leases in respect of the
failure of the Aircraft to meet the minimum hour and cycle
requirements specified therein.
(e) For so long as (i) all of the terms and conditions of this Term Sheet
and the definitive documents executed pursuant hereto have been
satisfied (or waived or modified to the satisfaction of the A-1
Holders in their sole and absolute discretion), (ii) Atlas and its
affiliates are timely fulfilling or performing all of their
obligations hereunder and under the definitive documents executed
pursuant hereto, including their obligations with respect to the
Deferred Rent DIP and the Section 1110 Stipulation, and (iii) Atlas
shall not have rejected any Lease or related maintenance contract
without the consent of a majority-in-interest of the A-1 Holders, the
A-1 Holders agree to take all A-1 Holder Action reasonably necessary:
(A) to effect the subordination of any Pledge and the administrative
claim status of the Deferred Rent DIP pursuant to paragraph 1(e)
hereof;
(B) (x) not to file any objection to the Plan based on the proposed
Amendments to the Equipment Notes, the Trust Indentures or the
Leases and (y) to vote any claims it may have in favor of the
Plan and oppose all competing Chapter 11 plans;
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(C) not to grant or cause to be granted to any other person or entity
any proxy to vote with respect to the Plan (except to permitted
transferees as contemplated by paragraph 12 hereof);
(D) not to directly or indirectly take any action (including as a
member of any creditors committee), solicit, initiate, fund, or
encourage any competing Chapter 11 plan that may interfere with
or be inconsistent with the Plan;
(E) not to object to the extension of any exclusive period under 11
U.S.C. Section 1121 necessary to obtain confirmation of the Plan
during such extended exclusive period, and
(F) perform their A-1 Holder obligations hereunder and generally
support the implementation of the restructuring contemplated
herein on the terms and conditions, and in the manner and time
frame, set forth herein.
11. FORBEARANCE.
A Second Amendment to Forbearance Agreement Relating to 1999 EETC dated
July 2, 2003, is being executed by the parties simultaneously with the execution
of this Term Sheet.
12. EFFECT ON ASSIGNEES; NO THIRD PARTY BENEFICIARIES.
This Term Sheet is being executed by A-1 Holders holding a majority in
interest of the Fractional Undivided Interests in the Class A-1 Certificates in
the 1999 EETC Transaction. Each of the A-1 Holders agrees to inform the initial
successor of such A-1 Holder or initial assignee of a Class A-1 Certificate of
such A-1 Holders (or, if the A-1 Holder is dealing only with a broker or other
intermediary (a "BROKER CONTACT"), such broker contact) (any such initial
successor, initial assignee of a Class A-1 Certificate, or broker contact being
referred to herein as a "TRANSFEREE"), and each A-1 Holder that becomes bound by
this Term Sheet after the date hereof shall notify its transferee, if any, of
the existence of this Term Sheet and any amendment hereto and obtain through the
electronic DTC trading system a trade confirmation that such transferee's A-1
Certificates are subject to the provisions of this Term Sheet and any amendment
hereto, provided that, (a) no A-1 Holder makes any representation or warranty
herein as to whether a transferee will in fact be subject to the provisions of
this Term Sheet, (b) no A-1 Holder will have any liability to Atlas or any other
person if it is determined that any such transferee is not in fact bound by this
Term Sheet, (c) Atlas agrees to indemnify each A-1 Holder against any liability,
loss or expense (including reasonable counsel fees) incurred by such A-1 Holder
as a result of any claim by any transferee that it should not be bound by this
Term Sheet or that the predecessor or assignor A-1 Holder (other than the
transferee with which such A-1 Holder dealt) should have disclosed to such
transferee the existence of this agreement or that this agreement would be
binding upon such transferee, and (d) Atlas agrees to sufficiently describe in a
public announcement and on the DTC electronic trading system the terms and
conditions of
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this Term Sheet, and the fact that it provides that transferees of the A-1
Holders are subject to the provisions of this Term Sheet, such that any such
transferee will have the opportunity to have become aware of such information.
No person other than the parties hereto, the holders of A-1 Certificates from
time to time, and the Class A-1 Trustee, the Subordination Agent and the
Mortgagee shall have any rights hereunder or be entitled to rely on this Term
Sheet, and all third-party beneficiary rights are hereby expressly disclaimed.
13. EFFECTIVENESS; COUNTERPARTS; PAYMENT OF ADVISORS.
(a) This Term Sheet, any amendment hereof, and any of the Amendments
contemplated herein shall become effective and binding on the parties
hereto when counsel to the A-1 Holders (i) shall have received from
the A-1 Holders signatory hereto notices acknowledging that they hold
A-1 Certificates evidencing their respective Fractional Undivided
Interests in the Class A-1 Trust in an aggregate amount of not less
than $134,104,001 of the original face amount of such A-1
Certificates, and shall have notified Atlas or its counsel in writing
of such receipt, and (ii) shall have received from Atlas and each of
the A-1 Holders included in such written notice, a counterpart hereof
signed by such party or a facsimile or other written confirmation (in
form satisfactory to such counsel) that such party has signed a
counterpart hereof. The parties agree to take A-1 Holder Action to
enter into definitive documents to effect the provisions of this Term
Sheet. However it is hereby understood and agreed that (i) each A-1
Holder's agreement to the terms of this Term Sheet is subject to such
A-1 Holder's satisfaction in its sole and absolute discretion with
such definitive documents, (ii) each party's agreement to this Term
Sheet is subject to and conditioned on any open issues (including
matters that are to be resolved or determined to the reasonable
satisfaction of the A-1 Holders or which are required to be acceptable
to the A-1 Holders) being resolved to such party's sole and absolute
satisfaction, (iii) nothing herein shall prevent any party from
proposing or requiring, as a condition of its agreement to the
Amendments, additional provisions not inconsistent with the provisions
of this Term Sheet even though such additional provisions are not
referred to in this Term Sheet, each party's agreement to this Term
Sheet being subject to and conditioned on its being satisfied with the
terms of any such additional provisions, and (iv) the A-1 Holders
shall have the right to terminate this Term Sheet upon the occurrence
of any "Termination Event", as defined in the Forbearance Agreement.
This Term Sheet shall be governed by the laws of the State of New York
and may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all
such counterparts when taken together shall constitute one and the
same instrument. Except as expressly provided for herein, no
modification, amendment or waiver of any provision of this Term Sheet
shall be effective unless such modification, amendment or waiver is in
writing and signed by Atlas and the holders from time to time of a
majority in interest of the Fractional Undivided Interests of the A-1
Certificates in the 1999 EETC Transaction.
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(b) Atlas shall continue to pay, as and when billed therefor (or for
retainers with respect thereto), the reasonable fees and disbursements
of the Committee Advisors in connection with the Program. Atlas shall
also pay, as and when billed therefor (or for retainers with respect
thereto), the reasonable fees and disbursements of the Class A-1
Trustee, Subordination Agent and Mortgagee and their counsel with
respect to the Program, the Amendments, the Forbearance Agreements,
the events of default that have occurred under the EETC Documents and
their review of the EETC Documents in connection therewith, and any
other action taken or requested to be taken by any of such Persons in
connection with any of the foregoing.
(c) Any requirement herein that any matter be acceptable or satisfactory
to the A Holders will be complied with if such matter is acceptable or
satisfactory to (i) the holders of Fractional Undivided Interests
aggregating a majority in interest in the Class A-1 Trust or (ii) any
advisor or designee of such majority in interest who is authorized by
such majority in interest to make such determination.
14. TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE AS TO ALL PROVISIONS OF THIS TERM SHEET.
Dated this 12 day of September, 2003.
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ANNEX A
Covenants and Amendments to Provide Protection for the Use and Depreciation
of the Aircraft.
1. (a) Maintenance Contracts. The Company will establish engine maintenance
contracts designed, together with the partial pre-payment of eight near-term
airframe D-checks, to meet the following objectives for the EETC Aircraft and
Engines as of the end of each calendar month:
(i) half-time (50%) "Aggregate Maintenance Condition" for all of the
Aircraft and Engines, taken as a whole and not individually, in each
EETC Series; and
(ii) 25% "Individual Engine Maintenance Condition" for each of the Engines.
(b) Engine Maintenance Accounts. Each of the Company's Engine Maintenance
Contractors will establish and maintain record-keeping book-entry accounts (the
"Accounts", which will be for record-keeping purposes only, and will not hold
actual funds) for each of the Engines assigned to such Contractor. The Accounts
will record the monthly payments for each Engine received by such Contractor
from the Company pursuant to the Company's Engine Maintenance Contract with such
Contractor, together with the cumulative balance for each Engine, net of any
amounts previously applied to payment for such Engine's over-hauls completed or
then in-progress.
(c) Monthly Payments: Commencing on November 15, 2003 and on the 15th day of
each month thereafter, for each of the Engines the Company will make monthly
payments to the applicable Engine Maintenance Contractor for the Account of each
Engine. The monthly payment for each Engine will be determined by:
The number of engine flight hours such Engine was operated during the
previous calendar month in excess of the Remaining Engine Life Limits
for such month as defined in Exhibit 1 - Monthly Payment Schedule
(i.e. if such Engine had exceeded its Remaining Engine Life Limits
prior to the beginning of such previous calendar month, the entire
number of engine flight hours such Engine was operated during such
previous calendar month; if such Engine did not exceed its Remaining
Engine Life Limits prior to the beginning of such previous calendar
month but did exceed its Remaining Engine Life Limits at the end of
such previous calendar month, the number of engine flight hours by
which such Engine exceeded its Remaining Engine Life Limits at the end
of such previous calendar month)
times
the rate per engine flight hour (the "Rate") applicable to such Engine
for such calendar month.
The Rate applicable to an Engine for any calendar month will be calculated as
the engine overhaul cost (the "Cost") as specified under the Engine Maintenance
Contract for the next over-haul of such Engine divided by the number of flights
hours expected (the "Interval") until such next overhaul is required, which
depends on the number of overhauls such Engine has already received.
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(d) Monthly Payment Schedule: Exhibit 1 - Monthly Payment Schedule provides the
basis for calculating monthly payments for any Engine for any calendar month.
Exhibit 1 is based on the assumption that the Company will receive FAA approval
of an airframe D-check interval for the Aircraft of 6 years or 25,000 flight
hours, and provides for different Rates for two alternative engine overhaul
Costs of $1.75 million and $1.10 million. Part A of Monthly Payment Schedule 1
shows the Rate per engine flight hour under the alternative engine overhaul Cost
assumptions for Engines that have previously received no overhauls, one
overhaul, or two or more overhauls. Part B of Monthly Payment Schedule 1 shows
the engine remaining life percentage limits (the "Limits") applicable to an
Engine for any calendar month that trigger commencement of monthly payments for
such Engine. Once an Engine reaches the Limit applicable for such Engine and
EETC Series, the Company will, for such month and subsequent calendar months
until such Engine exceeds the applicable Limit as of the beginning of any
calendar month, pay an amount monthly for each such calendar month for such
Engine equal to the number of engine hours that such Engine was operated during
such calendar month times the Rate per engine flight hour then-applicable for
such Engine.
Exhibit 1 will be revised by October 31, 2003 when the Company enters into
legally binding agreements with one or more qualified Engine Maintenance
Contractors, to reflect engine overhaul costs specified in these agreements.
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--------------------------------------------------------------------------------
EXHIBIT 1: MONTHLY PAYMENT SCHEDULE
--------------------------------------------------------------------------------
Part A - Rate per Engine Flight Hour
Engine Overhaul Cost Engine Overhauls Already Performed
($million) None One Two or More
$1.75 $102.94 $125.00 $159.09
$1.10 $64.71 $78.57 $100.00
Part B - Remaining Engine Life Limits that Trigger Monthly Payments
For Calendar Months Remaining Life with Remaining Life with
commencing with: EETC Series $1.75 Overhaul Cost $1.10 Overhaul Cost
Oct-03 1998 25% 25%
1999 25% 25%
2000 60% 25%
Jul-04 1998 25% 25%
1999 25% 25%
2000 25% 25%
Jul-05 1998 50% 25%
1999 25% 25%
2000 25% 25%
Jan-06 1998 50% 100%
1999 25% 25%
2000 25% 25%
Jul-06 1998 30% 100%
1999 25% 25%
2000 25% 25%
Jan-07 1998 25% 25%
1999 25% 25%
2000 25% 25%
Jul-07 1998 25% 100%
1999 75% 75%
2000 75% 75%
Jan-08 1998 100% 100%
1999 80% 80%
2000 75% 100%
Jul-08 2000 25% 25%
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(e) Reporting: The Company will provide to the designated consultant for the A-1
Holders, for each calendar month commencing with October 2003, a report
("Report") for each of the Engines indicating:
o the engine flight hours that the Engine was operated during the
calendar month;
o the airframe or airframes on which the Engine operated during the
calendar month;
o the total flight hours since the Engine was new or since its latest
shop visit;
o any unexpected changes in the Engine's condition due to foreign object
damage or other cause;
o any changes to the Engine's scheduled shop visits;
o the Rate per flight hour applicable to such Engine for the calendar
month;
o amount of the monthly payment made for the Engine's Account for the
calendar month's flight hours; and
o the balance of the Engine's Account as of the end of the calendar
month.
The Company will provide the Report of the previous month's activity no later
than the fifteenth day of the next subsequent calendar month.
(f) Beginning December 31, 2005 and every two years thereafter the designated
consultant for the A-1 Holders will review the assumptions underlying the
Maintenance Contracts to determine whether changes in those assumptions that
have occurred, or are reasonably expected to occur, require changes to the
remaining life limits and/or rate per flight hour amounts so that the objectives
described in this Annex A can be met. Within 20 days of December 31, 2005 and
subsequent two year review dates, the Company shall provide to the Consultant
the maintenance conditions of the Engines and airframes and the variance of such
conditions from the Objectives (the "Variance"), together with the engine
over-haul costs pursuant to the then-applicable Contracts for the Engines and
the contractor quotes or cost estimates for the next D-checks (including landing
gear, if necessary) for the Airframes and the then-applicable values for the
assumptions used in developing Annex A. If the Variance is more than 0.5% of the
Time Remaining under either of the two Objectives or there are material
differences for the future periods in such assumptions, then the Company will
propose to the Consultant an increase or decrease in the monthly payments per
engine flight hour under the then-applicable Contracts so as to eliminate such
Variance over the next twelve (12) months, giving effect to the assumptions then
applicable for future periods; provided that the Variance will be eliminated
over a period longer than twelve (12) months, but not to exceed twenty-four (24)
months, if such increase in payments per flight hour would have been more than
110% of the payments per flight hour applicable for the month ended December 31,
2005, or the months preceding subsequent two year reviews, as applicable.
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2. Maintenance Definitions for Annex A: The following definitions will be used
to measure the degree to which the Maintenance Contracts meet the objectives
stated in Paragraph 1(a)(i) and (ii) of this Annex.
(a) "Aggregate Maintenance Condition": For each EETC Series, the "Aggregate
Maintenance Condition" at any point in time will be calculated as the percentage
result of the division of (w) the sum, for all of the Aircraft in such EETC
Series, of (A) the Aggregate Engine Maintenance Value (as defined below) plus
(B) the Aggregate Airframe Maintenance Value (as defined below), divided by (x)
the Maximum Aircraft Maintenance Value (as defined below) for all of the
Aircraft in such EETC Series.
(b) "Individual Engine Maintenance Condition": For each Engine in a EETC Series,
the "Individual Engine Maintenance Condition" at any point in time will be
calculated as the percentage result of the division of (y) the Individual Engine
Maintenance Value for such Engine, divided by (z) the Maximum Engine Maintenance
Value (as defined below) for such Engine.
(c) Aggregate Engine Maintenance Value: At any point in time for an EETC Series,
"Aggregate Engine Maintenance Value" is calculated as the sum of the Individual
Engine Maintenance Values for each of the Engines in the Series.
(d) Individual Engine Maintenance Value: This is calculated as the value of the
time remaining until the next over-haul for such Engine, with such value to be
calculated for each Engine as:
(i) the product of (1) the percentage that the total hours remaining until
the next over-haul for such Engine then represents of the relevant interval
between overhauls for such Engine, assuming an overhaul interval of 17,000
flight hours (or 20,000 flight hours if such engine is currently in excess
of 17,000 hours since its last overhaul) for an Engine's first overhaul and
14,000 hours for its second overhaul (with an Engine undergoing overhaul
deemed to be in half-time (50%) maintenance condition), multiplied by (2)
the assumed Engine over-haul cost of $1.75 million per over-haul;
LESS
(ii) 10% of the excess, if any, of (x) the value calculated in paragraph
(i) above, over (y) 50% of the Engine over-haul cost as determined in
clause (2) of paragraph (i) above; and
PLUS
(iii) the aggregate value of all monthly flight-hour payments previously
paid by the Company to the Engine Maintenance Contractor with respect each
Engine since its last overhaul pursuant to the Engine Maintenance Contract
with respect to such Engine; and
(e) Maximum Engine Maintenance Value: This is assumed to be $1.75 million per
Engine at any time.
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(f) Aggregate Airframe Maintenance Value: This is calculated as the sum of the
Individual Airframe Maintenance Values for each of the Aircraft in an EETC
Series.
(g) Individual Airframe Maintenance Value: For an individual Aircraft, this is
calculated as the value of the time and/or cycles (whichever is limiting)
remaining until the next airframe D-check for such Aircraft, with such value to
be calculated for each Aircraft as:
(i) the product of (1) the percentage that the total hours or cycles
(whichever is limiting) remaining until the next D-check for such Airframe
then represents of the then-applicable interval between D-checks for such
Aircraft, assuming a D-check interval of 25,000 flight hours or 6 years
(whichever is limiting) (with an Aircraft undergoing a D-check deemed to be
in a half-time (50%) maintenance condition), multiplied by (2) the lower of
the airframe D-check contract price applicable to such Aircraft or the
assumed airframe D-check cost of $2.2 million for the Aircraft's first
D-check or $5.0 million for the Aircraft's second D-check;
LESS
(ii) 25% of the excess, if any, of (x) the value calculated in paragraph
(i) above, over (y) 50% of the airframe D-check cost as determined in
clause (2) of paragraph (i) above;
PLUS
(iii) the aggregate value of all pre-payments paid by the Company to the
Airframe Maintenance Contractor pursuant to the Airframe Maintenance
Contract with respect to such Aircraft since its last D-check.
(h) the Maximum Aircraft Maintenance Value at any time for an Aircraft is the
sum of (A) the sum of the maximum overhaul cost for its four
originally-installed Engines, assumed to be $[1.75] million per Engine per
over-haul, plus (B) the applicable D-check cost for such Airframe per paragraph
(g)(i)(2) above.
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