EXHIBIT 10.6.4
EXECUTION COPY
TO THE EXTENT, IF ANY, THAT THIS LEASE SUPPLEMENT CONSTITUTES CHATTEL PAPER (AS
SUCH TERM IS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN
THIS LEASE SUPPLEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY
COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT
THEREFOR EXECUTED BY THE AGENT ON THE SIGNATURE PAGE HEREOF.
LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT No. 1, dated July 27, 2004, between ATLAS FREIGHTER
LEASING III, INC., (the "Lessor"), and ATLAS AIR, INC. (the "Lessee").
The Lessor and the Lessee have heretofore entered into a Amended and
Restated Lease Agreement (N505MC), dated as of July 27, 2004 relating to one
Boeing B747-2D3B aircraft (herein called the "Lease" and the defined terms
therein being hereinafter used with the same meanings). The Lease provides for
the execution and delivery from time to time of Lease Supplements for the
purpose of leasing the Airframe and Engines under the Lease as and when
delivered by the Lessor to the Lessee in accordance with the terms thereof.
The Lease relates to the Airframe and Engines described below, and a
counterpart of the Lease is attached hereto, and made a part hereof, and this
Lease Supplement together with such attachment, is being filed for recordation
on the date hereof with the Federal Aviation Administration as one document.
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, the Lessor and the Lessee hereby agree as follows:
1. The Lessor hereby delivers and leases to the Lessee under the
Lease and the Lessee hereby accepts and leases from the Lessor under the Lease
the following described Boeing B747-2D3B aircraft (the "Aircraft"), which
Aircraft as of the date hereof consists of the following components:
(i) Airframe: U.S. Registration No. N505MC; manufacturer's serial
no. 21251; and
(ii) Engines: four (4) aircraft engines bearing, respectively,
manufacturer's serial nos. 517597, 530388, 530389, and 517599 (each of
which engines has 750 or more rated takeoff horsepower or the equivalent
of such horsepower).
2. The closing date of the Aircraft is the date of this Lease
Supplement set forth in the opening paragraph hereof. Except as otherwise
provided in the Lease, the Term for the Aircraft shall commence on the closing
date and end on the Final Maturity Date.
3. The Lessee hereby confirms to the Lessor that the Lessee has
accepted the Aircraft for all purposes hereof and of the Lease as being
airworthy, in good working order and
repair and without defect or inherent vice in title, condition, design,
operation or fitness for use; PROVIDED, HOWEVER, that nothing contained herein
or in the Lease shall in any way diminish or otherwise affect any right the
Lessee or the Lessor may have with respect to the Aircraft against the
manufacturer, any affiliate thereof, or any subcontractor or supplier of the
manufacturer or any affiliate thereof, under any purchase agreement or
otherwise.
4. All of the terms and provisions of the Lease are hereby
incorporated by reference in this Lease Supplement to the same extent as if
fully set forth herein.
5. This Lease Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
-2-
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this
Lease Supplement to be duly executed as of the day and year first above written.
ATLAS FREIGHTER LEASING III, INC.,
Lessor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer and Secretary
Amended and Restated
Lease Agreement
(Lease Supplement)
(N505MC)
ATLAS AIR, INC.,
Lessee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
Amended and Restated
Lease Agreement
(Lease Supplement)
(N505MC)
Accepted and Agreed:
ATLAS AIR WORLDWIDE HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
Amended and Restated
Lease Agreement
(Lease Supplement)
(N505MC)
Schedule to Exhibit 10.6.4
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.
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
REGISTRATION MANUFACTURER'S SERIAL LESSEE LESSOR AGREEMENT
NUMBER NUMBER(S)
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N509MC 21221 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N509MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N512MC 21220 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N512MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N517MC 23300 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N517MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N522MC 21783 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N522MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N523MC 21782 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N523MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N524MC 21784 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N524MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N526MC 22337 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N526MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N527MC 22471 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N527MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N528MC 22472 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N528MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N534MC 21832 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N534MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N808MC 21048 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N5808MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
N809MC 20887 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
III (N580MC) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
CF6-50E2 Spare 530168; 517530; Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
Engines 517790; 517602; III (CF6-50E2 Spare Engines)
517547; 517,538; dated as of July 27, 2004
517,539; 455167; 530255
-------------------- ------------------------ ---------------- ------------------------- -----------------------------
CF6-80C2 BSF Spare 704,699; 704860; 704918 Atlas Air, Inc. Atlas Freighter Leasing Lease Supplement No. 1
Engines III (CF6-80C2 BSF Spare
Engines) dated as of July
27, 2004
-------------------- ------------------------ ---------------- ------------------------- -----------------------------