EXHIBIT 10.5.7
EXECUTION COPY
AMENDMENT NO. 4 TO SECURITY AGREEMENT AND CHATTEL MORTGAGE
(AIRCRAFT NO. N355MC)(1)
THIS FOURTH AMENDMENT TO THE SECOND SECURITY AGREEMENT AND CHATTEL
MORTGAGE is dated as of November 30, 2004, (this "AMENDMENT"), and entered into
by and between ATLAS AIR, INC., a Delaware corporation ("COMPANY"), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as agent for and representative of ("ADMINISTRATIVE
AGENT") the financial institutions ("LENDERS") party to the Credit Agreement
referred to below. Unless otherwise defined herein, all capitalized terms used
herein and defined in the Credit Agreement referred to below are used herein as
therein defined.
W I T N E S 5 E T H;
WHEREAS, Company is party to that certain Fifth Amended and Restated
Credit Agreement, dated as of July 27, 2004, among Company, Atlas Air Worldwide
Holdings, Inc., the Lenders from time to time party thereto and the
Administrative Agent (as amended, modified and/or supplemented from time to
time, the "CREDIT AGREEMENT").
WHEREAS, Company and the Administrative Agent are parties to that
certain Second Security Agreement and Chattel Mortgage with respect to one
▇▇▇▇▇▇ ▇▇▇-▇▇▇, ▇.▇. Registration No. N355MC, Manufacturer's Serial Number
23395, dated May 18, 2000, between Atlas Air, Inc. as debtor and Deutsche Bank
Trust Company Americas (formerly Bankers Trust Company) as Agent for and
Representative of the Lenders referred to therein, recorded by the Federal
Aviation Administration on July 5, 2000, as Conveyance No. XX015580, amended by
the First Amendment to Second Security Agreement and Chattel Mortgage (Aircraft
No. 23395) dated as of May 1, 2002, recorded June 14, 2002, as Conveyance No.
M000794, further amended by the Second Amendment to Second Security Agreement
and Chattel Mortgage (Aircraft No. N355MC) dated as of April 30, 2004, recorded
May 27, 2004, as Conveyance No. MM026455, further amended by Amendment No. 3 to
Second Security Agreement and Chattel Mortgage (Aircraft No. N355MC) dated as of
July 27, 2004, recorded August 25, 2004, as Conveyance No. Q073444 (the
"AIRCRAFT CHATTEL MORTGAGE") and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto wish to amend certain provisions of the Aircraft Chattel Mortgage
as provided herein.
NOW THEREFORE, it is agreed:
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(1) This Amendment to the Second Security Agreement and Chattel Mortgage has
been executed in several counterparts. To the extent, if any, that this
Amendment to the Second Security Agreement and Chattel Mortgage constitutes
chattel paper (as such term is defined in the Uniform Commercial Code as in
effect in any applicable jurisdiction), no security interest in this Amendment
to the Second Security Agreement and Chattel Mortgage may be created through the
transfer or possession of any counterpart other than the original. The
counterpart to be deemed the original shall be the counterpart that contains the
receipt therefor executed by Deutsche Bank Trust Company Americas, as
Administrative Agent, on the signature page thereof and no security interest in
this Amendment to the Second Security Agreement and Chattel Mortgage may be
created through the transfer of any counterpart other than said original
counterpart.
1. Section 1(b)(i) of the Aircraft Chattel Mortgage is hereby amended by
deleting such subsection in its entirety and inserting the following text in
lieu thereof:
(i) all the tolls, rents, issues, profits, revenues and other income of
the property subject or required to be subject to the lien of this Mortgage;
2. Section 1(b)(xvi) of the Aircraft Chattel Mortgage is hereby amended by
deleting the period and inserting a semi-colon at the end thereof;
3. Section 1(b) is hereby amended by inserting the following text after
Section 1(b)(xvi):
"PROVIDED, HOWEVER, that in no event shall such Aircraft Related
Collateral include or be deemed or construed to include any accounts (as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction) or other rights to payment arising from the
rendition of any ACMI Contract."
4. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
executed by all the parties hereto shall be lodged with Company and the
Administrative Agent.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Aircraft
Chattel Mortgage.
6. From and after the date hereof, all references in the Aircraft Chattel
Mortgage shall be deemed to be references to the Aircraft Chattel Mortgage as
modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
ATLAS AIR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Security Agreement and Chattel
Mortgage Amendment to the First Security
Agreement and Chattel Mortgage
(Aircraft No. N355MC)
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇ ▇▇▇▇
Title: Managing Director
Security Agreement and Chattel
Mortgage Amendment to the First Security
Agreement and Chattel Mortgage
(Aircraft No. N355MC)
Schedule to Exhibit 10.5.7
The agreements listed below are substantially identical to this exhibit and are
not being filed separately as exhibits pursuant to instruction 2 to Regulation
S-K, Item 601.
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REGISTRATION MANUFACTURER'S SERIAL AGENT BORROWER AGREEMENT
NUMBER NUMBER(S)
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N540MC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bank Atlas Air, Inc. Amendment No. 2 to Second
Trust Company Security Agreement (N540MC)
Americas dated as of November 30,
2004 to secure obligations
under the Aircraft Credit
Facility.
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N536MC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bank Atlas Air, Inc. Amendment No. 3 to Second
Trust Company Security Agreement (N536MC)
Americas dated as of November 30,
2004 to secure obligations
under the Aircraft Credit
Facility.
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