Exhibit 10.24
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of
February 25, 2005, is by and among ATA AIRLINES INC., an Indiana corporation
(the "Borrower"), ATA HOLDINGS CORP. (the "Parent"), each of the Subsidiaries of
the Parent identified on the signature pages hereto (the "Subsidiaries"), and
SOUTHWEST AIRLINES CO., a Texas corporation (the "Lender").
R E C I T A L S
A. The Lender and the Borrower, the Parent and the Subsidiaries entered into
that certain Secured Debtor-in-Possession Credit and Security Agreement dated as
of December 22, 2004, as amended by that certain First Amendment to Credit
Agreement dated as of January 30, 2005 (the "Credit Agreement"), pursuant and
subject to the terms and conditions of which, among other things, the Lender
agreed to make loans and other financial accommodations to the Loan Parties (as
defined in the Credit Agreement).
B. The Borrower has requested that the Lender agree to amend certain provisions
of the Credit Agreement on terms and conditions set forth herein. C. Subject to
the terms and conditions of this Second Amendment, the Lender is willing to
agree to the request of the Borrower.
A G R E E M E N T S
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and
subject to the terms and conditions hereof, the parties hereto hereby agree as
follows: 1. Incorporation of Recitals. The Recitals set forth above are
incorporated herein, are acknowledged by the Borrower to be true and correct and
are made a part hereof.
2. Definitions. All capitalized terms used but not elsewhere defined herein
shall have the respective meanings ascribed to such terms in the Credit
Agreement. 3. Amendments to Credit Agreement. The Credit Agreement is amended as
set forth below: (a) Section 7.11(a) - Minimum Consolidated EBITDARR. The Credit
Agreement is amended by deleting the current version of Section 7.11(a) in its
entirety and substituting the following in lieu thereof: "(a) Minimum
Consolidated EBITDARR. (i) Permit Consolidated EBITDARR for each calendar month
beginning on March 1, 2005 and ending with September 30, 2005 to be less than
75% of the projected EBITDARR for each such month as set forth the in the
Borrower's Projections; nor (ii) permit cumulative Consolidated EBITDARR for
each month beginning on March 1, 2005 and ending on September 30, 2005 to be
less than 80% of the cumulative Consolidated EBITDARR for each such calendar
month as set forth in the Borrower's Projections (provided that the first such
cumulative EBITDARR of the Borrower, the Parent and its Subsidiaries shall be
tested for the period beginning on March 1, 2005 and ending on April 30, 2005)."
(b) Section 7.11(b) - Minimum Adjusted EBITDARR. The Credit Agreement is amended
by deleting the current version of Section 7.11(b) in its entirety and
substituting the following in lieu thereof:
"(b) Minimum Adjusted EBITDARR. (i) Permit Adjusted EBITDARR for each
month beginning on March 1, 2005 and ending with September 30, 2005 to be less
than 75% of the projected Adjusted EBITDARR for each such month as set forth the
in the Borrower's Projections; nor (ii) permit cumulative Adjusted EBITDARR for
each month beginning on March 1, 2005 and ending on September 30, 2005 to be
less than 80% of the cumulative Adjusted EBITDARR for each such month as set
forth in the Borrower's Projections (provided that the first such cumulative
Adjusted EBITDARR of the Borrower, the Parent and its Subsidiaries shall be
tested for the period beginning on March 1, 2005 and ending on April 30, 2005)."
4. Conditions to Effectiveness. The effectiveness of this Second Amendment shall
be subject to the satisfaction of all of the following conditions in a manner,
form and substance satisfactory to the Lender:
(a) Delivery of Documents. The
following shall have been delivered to the Lender, each duly authorized and
executed and each in form and substance satisfactory to the Lender:
(1) thisSecond Amendment; and
(2) such other instruments, documents, certificates,
consents, waivers and opinions as the Lender may reasonably request.
(b) No Default. No Event of Default or event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default, shall exist as
of the effective date of this Second Amendment, after giving effect to this
Second Amendment.
(c) Approval of the ATSB and the Creditors Committee. The Lender shall have
received satisfactory evidence that the ATSB and the Creditors Committee shall
have consented to this Second Amendment in accordance with the provisions of
Section 11.01 of the Credit Agreement. Upon the satisfaction of all of the
conditions set forth in this Paragraph 4 this Amendment shall become effective
as of February 25, 2005 (the "Effective Date.")
5. References. From and after the Effective Date, all terms used in the Credit
Documents which are defined in the Credit Agreement shall be deemed to refer to
such terms as amended by this Second Amendment. This Second Amendment shall
constitute a "Loan Document."
6. Representations and Warranties. Each Loan Party hereby confirms to
the Lender that the representations and warranties set forth in the Loan
Documents are true and correct in all respects as of the date hereof, and shall
be deemed to be remade as of the date hereof. Each Loan Party represents and
warrants to the Lender that (i) such Loan Party has full power and authority to
execute and deliver this Second Amendment and to perform its obligations
hereunder, (ii) upon the execution and delivery hereof, this Second Amendment
will be valid, binding and enforceable upon such Loan Party in accordance with
its terms, (iii) the execution and delivery of this Second Amendment does not
and will not contravene, conflict with, violate or constitute a default under
(A) its organizational documents or (B) any applicable law, rule, regulation,
judgment, decree or order or any agreement, indenture or instrument to which
such Loan Party is a party or is bound or which is binding upon or applicable to
all or any portion of such Loan Party's properties or assets and (iv) as of the
date hereof no Event of Default exists.
7. No Further Amendments; Ratification of Liability. Except as amended hereby,
the Credit Agreement and each of the other Loan Documents shall remain in full
force and effect in accordance with its respective terms. Each Loan Party hereby
ratifies and confirms its liabilities, obligations and agreements under the
Credit Agreement and the other Loan Documents, all as amended by this Second
Amendment, and the Liens created thereby, and acknowledges that (i) it has no
defenses, claims or set-offs to the enforcement by the Lender of such
liabilities, obligations and agreements, (ii) the Lender has fully performed all
obligations to the Loan Parties which it may have had, or has, on and as of the
date hereof and (iii) other than as specifically set forth herein, the Lender
does not waive, diminish or limit any term or condition contained in the Credit
Agreement or the other Loan Documents. The agreement of the Lender to the terms
of this Second Amendment or any other amendment of the Credit Agreement shall
not be deemed to establish or create a custom or course of dealing among the
Lender and the Loan Parties.
8.Incorporation by Reference. The following sections of the Credit Agreement are
incorporated by reference in this Second Amendment: 1.02 (Other Interpretive
Provisions); 11.02(b) (Effectiveness of Facsimile Documents and Signatures);
11.11 (Counterparts); 11.12 (Integration); 11.14 (Severability); and 11.15
(Governing Law).
9. Further Assurances. Each Loan Party will at any time and from time to time
do, execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all such further acts, documents and instruments as
reasonably may be required by the Lender in order to effectuate fully the intent
of this Second Amendment. [signatures on following pages]
IN WITNESS WHEREOF, this Second Amendment has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above. LENDER:
SOUTHWEST AIRLINES CO., a Texas corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: SVP Finance & CFO
BORROWER:
ATA AIRLINES, INC., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
GUARANTORS:
ATA HOLDINGS CORP., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
AMBASSADAIR TRAVEL CLUB, INC., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
ATA LEISURE CORP., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
AMBER TRAVEL, INC., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
AMERICAN TRANS AIR EXECUJET, INC., an Indiana corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
ATA CARGO, INC., a California corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President & Chief Restructuring Officer
CHICAGO EXPRESS AIRLINES, INC., a Georgia corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President & General Counsel
[signature page to Second Amendment to Credit Agreement]
