Exhibit
10.1


 


EIGHTH
AMENDMENT TO CREDIT AGREEMENT


 


This EIGHTH
AMENDMENT TO CREDIT AGREEMENT (this “Eighth Amendment”), dated as of December 12,
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, that certain Second Amendment to Credit Agreement
dated as of February 25, 2005, that certain Third Amendment to Credit
Agreement dated as of March 31, 2005, that certain Fourth Amendment to
Credit Agreement dated as of April 30, 2005, that certain Fifth Amendment
to Credit Agreement dated as of May 30, 2005, that certain Sixth Amendment
to Credit Agreement dated as of June 30, 2005, and that certain Seventh
Amendment to Credit Agreement dated as of July 31, 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.


 


A G R E E M E
N T 


 


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 1.01-Definitions.


 


(i)            The
following definitions shall be added to Section 1.01 of the Credit
Agreement in the correct alphabetical location:


 


“Disclosure Statement Financial Projections”
means the Pro Forma Financial Projections which are attached as Exhibit 2
to the Disclosure Statement With Respect To First Amended Joint Chapter 11 Plan
for


 


1





















 


Reorganizing Debtors, as
filed on or about December 12, 2005, with the Bankruptcy Court in the
Cases.


 


“New DIP Credit Agreement” means the Secured Superpriority
Debtor-In-Possession Credit Agreement, to be entered into among ATA, as
borrower, each of the other Reorganizing Debtors, as guarantors, and the New
DIP Lender, which is to be executed by the Reorganizing Debtors in connection
with the New DIP Facility, as such agreement may be amended from time to time
in accordance with terms thereof.


 


“New DIP
Facility” means the debtor-in-possession superpriority secured financing
facility provided to the Reorganizing Debtors by the New DIP Lender pursuant to
the New DIP Credit Agreement as authorized by the Bankruptcy Court pursuant to
the New DIP Facility Order.


 


“New DIP
Facility Order” means the final order that was issued by the Bankruptcy
Court from the bench on December 12, 2005 and subsequently entered by the
Bankruptcy Court authorizing and approving the New DIP Facility and the
agreements related thereto.


 


“New DIP
Lender(s)” means MatlinPatterson Global Opportunities Partners II, L.P.
and/or MatlinPatterson Global Opportunities Partners (Cayman) II, L.P. (and/or
one or more funding vehicles they may form and capitalize with one or more
related or unrelated co-investors) as the lender(s) under the New DIP Credit
Agreement.


 


“New Financing” means
the following financing and equity capitalization to be provided to the
Borrower and the Parent (or another holding company which owns all of the
issued and outstanding capital stock of the Borrower), for which commitments
have been made by the New Investor as set forth in the New Financing Commitment
and a certain investment agreement by and among the New Investor and the
Debtors: (i) a $30,000,000 loan to the Borrower as debtor in possession
financing (which loan at the Effective Date of the Borrowers’ Plan of
Reorganization may be satisfied by conversion to common stock equity in the
Parent or another holding company which owns all of the issued and outstanding
capital stock of the Borrower); (ii) purchase of up to $70,000,000 of
common stock of the Parent (or another holding company which owns all of the
issued and outstanding capital stock of the Borrower); and (iii) a
$20,000,000 exit facility to be provided to the Debtors.


 


“New Financing Commitment”
means the accepted letter of commitment and attached term sheet for the New
Financing (and other post-reorganization financing), executed by and
among the New Investor and the Debtors as of November 28, 2005, as
approved


 


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pursuant to the Court’s order dated November 29,
2005 (Docket No. 3288),
a copy of which has been provided by the Borrower to the Lender.


 


“New
Investor” means MatlinPatterson Global Opportunities Partners II, L.P.
and/or MatlinPatterson Global Opportunities Partners (Cayman) II, L.P. (and/or
one or more funding vehicles they may form and capitalize with one or more
related or unrelated co-investors).


 


 “New Investor Exit Facility” means the
exit facility committed to by the New Investor the proceeds of which shall be
used to satisfy the Obligations under this Credit Agreement as of the Effective
Date.


 


(ii)   The definition of the term “Maturity Date,”
as set forth in Section 1.01 of the Credit Agreement, is amended, and is
amended and restated to read in its entirety as follows:


 


“ “Maturity Date” means the
earliest of (a) February 28, 2006, (b) the date of termination
in whole of the Commitments, pursuant to Section 2.06 and 8.02(b), and (c) the
effective date of a Reorganization Plan for the Borrower or the Parent.”


 


(b)           Section 2.02
– Prepayments.   Section 2.02(b) of
the Credit Agreement is hereby amended and supplemented by adding the following
as subsections (iv) and (v) thereto:


 


“(iv)  Upon the entry of an order by the
Bankruptcy Court approving the Debtors’ Motion for Approval of (1) Midway
Gate Restructuring Agreement to Transfer Certain Lease Rights to Southwest and
to Resolve Certain Issues with the City of Chicago, (2) Amendment to
Codeshare Agreement and (3) Amendments to Southwest Bid and Southwest DIP
Loan Agreement (Docket No. 3253) (the “Transfer and Settlement Motion”),
including the Midway Gate Restructuring Transaction (as defined therein), the
outstanding balance of the Loan will be reduced by the total amount of $20
million.


 


“(v) On the Effective Date of an Acceptable Plan of Reorganization, Borrower
shall (i) prepay in cash, by wire transfer, or as otherwise instructed by
the Lender, the aggregate amount of principal of the Loan, together with all
accrued and unpaid interest and fees, and (ii) provide to Lender cash
collateral or any other security in form and substance solely acceptable to the
Lender to reimburse the Lender all amounts of the Obligations resulting from
any draw under the Chicago Guaranty.”


 


(c)           Section 2.05(c) –
Payment of Fees.   Section 2.05(c) of
the Credit Agreement is hereby amended by deleting the current version of Section 2.05(c) in
its entirety and substituting the following in lieu thereof:


 


3





















 


“(c)  Payment of Fees.  Except as may otherwise by provided in any
amendment to this Credit Agreement, all fees to be paid by any Loan Party
pursuant to this Credit Agreement and any other Loan Document shall be paid on
the Effective Date of an Acceptable Plan of Reorganization.”


 


(d)           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 November 1,
2005 and ending with February 28, 2006 to be less than 75% of the
projected EBITDARR for each such month as derived from the Disclosure Statement
Financial Projections; nor (ii) permit cumulative Consolidated EBITDARR
for each month beginning on November 1, 2005 and ending on February 28,
2006 to be less than 80% of the cumulative Consolidated EBITDARR for each such
calendar month as set forth in the Disclosure Statement Financial Projections.”


 


(e)           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 November 1, 2005 and ending with February 28, 2006
to be less than 75% of the projected Adjusted EBITDARR for each such month as
derived from the Disclosure Statement Financial Projections; nor (ii) permit
cumulative Adjusted EBITDARR for each month beginning on November 1, 2005
and ending on February 28, 2006 to be less than 80% of the cumulative
Adjusted EBITDARR for each such month as derived from the Disclosure Statement
Financial Projections.”


 


(f)            Section 7.11(c) -
Liquidity.   The Credit Agreement is
amended by deleting the current version of Section 7.11(c) in its
entirety and substituting the following in lieu thereof.


 


“(c)   Liquidity. 
(i)   Permit Liquidity on any
day during the calendar months beginning on November 1, 2005 through February 28,
2006 to be less than 75% of the projected Liquidity for the last day of each
such calendar month as set forth in the Disclosure Statement Financial
Projections with respect to Parent and its Subsidiaries, including Borrower, on
a consolidated basis.”


 


(g)           Section 6.01(d)-Financial
Statements and Other Reporting.   Section 6.01(d) of
the Credit Agreement is amended by deleting both references


 


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therein to the
Borrower’s Projections and substituting in place thereof reference to the
Disclosure Statement Financial Projections.


 


(h)           Section 6.07(b) and
(c)-Insurance Requirements.           (i) War Risk
and Terrorist Insurance.  The term “Loan
Party” as used in Section 6.07(b) shall only be applicable to the
Borrower and any other Loan Party which is a United States air carrier.  (ii)  
Business Interruption Insurance. 
The term “Loan Party” as used in Section 6.07(c) shall not
include Ambassadair Travel Club, Inc., Amber Travel, Inc., or C8
Airlines, Inc., formerly named Chicago Express Airlines, Inc., as
each of those Loan Parties have ceased business operations.


 


(i)            Section 6.16-Compliance
with Terms of Leaseholds.   Section 6.16
of the Credit Agreement is amended by adding thereto at the end thereof the
following text:


 


“The Borrower shall not be
in violation of this Section 6.16 by reason of: (i) its sale or
assignment of any of the Gate Leaseholds to Lender, or with Lender’s consent,
any assignment or relinquishment of any Gate Leaseholds to the City of Chicago;
or (ii) its termination, cancellation, rejection, failure to renew or
assignment of any Gate Leaseholds or any other leases of real property with
approval of the Bankruptcy Court pursuant to any order issued in the Cases
prior to November 30, 2005, or as contemplated by the Disclosure Statement
Financial Projections.”


 


(j)            Section 6.21-
Gate Utilization.   Section 6.21
of the Credit Agreement is amended by adding thereto at the end thereof the
following text:


 


“The Borrower shall not be
in violation of this Section 6.21 by reason of: (i) its sale or
assignment of any of the Gate Leaseholds to Lender, or with Lender’s consent,
any assignment or relinquishment of any Gate Leaseholds to the City of Chicago;
or (ii) its termination, cancellation, rejection, failure to renew or
assignment of any Gate Leaseholds or any other leases of real property with
approval of the Bankruptcy Court pursuant to any order issued in the Cases
prior to November 30, 2005, or as contemplated by the Disclosure Statement
Financial Projections.”


 


(k)           Section 6.22-Filing
of Disclosure Statement and Reorganization Plan. Section 6.22 of the
Credit Agreement is amended by deleting the current version of Section 6.22
in its entirety and substituting the following in lieu thereof:


 


“6.22   Reorganization Plan.   The Borrower shall obtain confirmation of a
Reorganization Plan which is effective not later than February 28, 2006,
(or such later date as Lender may approve in writing) and which is either: (i) substantially
the same as the First Amended Plan of Reorganization filed by the Borrower with
the Bankruptcy Court for notice purposes on December 12, 2005, with
revisions or amendments


 


5





















 


thereto as are approved and
consented to by (i) MatlinPatterson (as that term is defined in such First
Amended Plan of Reorganization) and (ii) Lender.  (A Reorganization Plan which complies with
this Section 6.22 is referred to as an “Acceptable Plan of Reorganization”)”


 


(l)            Section 6.26
- Investment Agreement and Exit Facility. Notwithstanding the terms of Section 6.26
of the Credit Agreement, or any other provision of the Credit Agreement and the
DIP Financing Orders, upon funding of the New Investor Exit Facility, any
obligations or commitments of Lender to provide (i) an equity investment
pursuant to the Bid Proposal, Investment Agreement, Investment Agreement Term
Sheet, Asset Acquisition Agreement, any Orders approving the foregoing or the
DIP Financing Orders and/or (ii) exit financing pursuant to the Bid
Proposal, any Exit Facility documents, the Exit Facility Term Sheet, the Asset
Acquisition Agreement, any Orders approving the foregoing or the DIP Financing
Orders, shall terminate, Lender shall be released from any and all such
obligations or commitments, and the Loan Parties shall deliver to Lender a
release in form and substance acceptable to Lender.


 


(m)          Section 7.01(h)-Permitted
Liens.   Section 7.01(h) of
the Credit Agreement, which has been a “Reserved” section of the Credit
Agreement, is amended to read in its entirety as follows:


 


“(h)   Liens which are both: (i) junior and
subordinate in priority and rank to the Liens held by Lender pursuant to the
terms of this Credit Agreement and the Final Order; and (ii) granted to
secure the New Financing in accordance with the requirements of the New
Financing Commitment, as approved by order of the Bankruptcy Court.  For avoidance of doubt, any such liens,
including without limitation, any liens granted pursuant to the New DIP Credit
Agreement or the New DIP Facility Order, shall not constitute “Permitted Senior
Liens,” as such term is defined in this Credit Agreement.


 


(n)           Section 7.03-Permitted
Indebtedness.   Section 7.03(c)(vi) of
the Credit Agreement, which has been a “Reserved” section of the Credit
Agreement, is amended to read in its entirety as follows:


 


“(vi)   Indebtedness which comprises all or any part
of the New Financing or New Financing Commitment or arises in connection
therewith, including without limitation, any Indebtedness pursuant to the New
DIP Credit Agreement or the New DIP Facility Order, not to exceed the principal
amount of $30,000,000; provided, however, that any such indebtedness shall only
constitute Permitted Indebtedness under this Section 7.03 to the extent
such indebtedness is junior to the Obligations under this Credit Agreement.”


 


(o)           Section 7.06-Collateral
Dispositions.    Section 7.06 of
the Credit Agreement shall be amended as follows:


 


6





















 


(i)   Section 7.06(f)(iv) of the Credit
Agreement is amended by deleting the current version of Section 7.06(f)(iv) in
its entirety and substituting the following in lieu thereof:


 


“(iv) such Disposition
shall not be a Disposition of any Gate Leasehold, other than a Disposition by
way of an assignment or transfer of a Gate Leasehold to Lender or with Lender’s
consent.”


 


(ii)   Section 7.06(k) of the Credit Agreement
is amended by deleting the current version of Section 7.06(k) in its
entirety and substituting the following in lieu thereof:


 


“(k)   termination or rejection of any lease or the
return, surrender or abandonment of any property subject thereto, other than
any such termination or rejection which is with respect to a lease of Section 1110
Assets or to which Lender has consented or which has been approved by the
Bankruptcy Court prior to November 30, 2005, or which is pursuant to or
provided for in an Acceptable Reorganization Plan.”


 


(p)           Section 7.07-Restricted
Payments.   Section 7.07 of the
Credit Agreement is amended by adding thereto at the end thereof the following
additional text:


 


“The foregoing
shall not prohibit or restrict Parent and the other Loan Parties from making
commitments solely with respect to (i) the New Financing in accordance
with the terms and conditions set forth in the New Financing Commitment or (ii) the
issuance of equity pursuant to any Acceptable Reorganization Plan.”


 


(q)           Section 7.20-Change
in Capital Structure.   Section 7.20
of the Credit Agreement is amended by deleting the current version of Section 7.20
in its entirety and substituting the following in lieu thereof:


 


“7.20   Change in Capital Structure.   Make any material change in its equity
capital structure as in existence on the Petition Date except pursuant to an
Acceptable Reorganization Plan.”


 


(r)            Section 11.04-Expense
Reimbursements.   Notwithstanding the
terms of Section 11.04 of the Credit Agreement, it is agreed by the Borrower
and the Lender that the expense reimbursements required by Section 11.04(a) shall
be in the fixed sum of $1,000,000 and shall be due and payable to Lender upon
entry of an order by the Bankruptcy Court approving the Transfer and Settlement
Motion and shall be paid to Lender upon the funding of the New DIP Facility.
The Lender agrees that this payment shall be in lieu of any other or additional
expense reimbursement otherwise due to it and not previously paid by the
Borrower or any other Loan Party under the Investment Agreement Term Sheet, the
Bid Proposal, the Bid Procedures Order or the Asset Acquisition Agreement.


 


7





















 


For the
avoidance of doubt, neither this Eighth Amendment nor this Section 11.04
shall in any way affect the obligation to pay and the payment of any fees and
interest due and payable under the Credit Agreement, including without
limitation, any fees due and payable under Section 2.05 of the Credit
Agreement and any interest due and payable under Section 2.04 of the
Credit Agreement.  Notwithstanding the
terms of this Eighth Amendment, nothing herein shall in any way affect or
relieve Borrower of its obligations under Section 11.04(b) nor shall
it constitute a waiver of any of Lender’s rights thereunder.


 


(s)                                  Section 8.01
– Events of Default.


 


(i)            Section 8.01
of the Credit Agreement is hereby amended and supplemented by adding the
following as subsection (u) thereto:


 


“(u)  Midway Gate Restructuring Transaction and New
Financing Commitment.  The Borrower or
any Loan Party fails to perform or observe any term, covenant or agreement
contained in, related to or executed in connection with (i) the Amended
Gate Restructuring Term Sheet, the Midway Gate Restructuring Transaction (as
such terms are defined in the Transfer and Settlement Motion or order approving
same), and/or the order of the Bankruptcy Court approving the Transfer and
Settlement Motion, and the transactions, documents, and agreements contemplated
thereby or (ii) the New Financing or New Financing Commitment, and the
transactions, documents and agreements contemplated thereby, including without
limitation, the New DIP Facility, the New DIP Credit Agreement, and the New DIP
Facility Order.”


 


(ii)           Section 8.01(b) of
the Credit Agreement is amended by deleting the current version of Section 8.01(b) in
its entirety and substituting the following in lieu thereof:


 


“(b)     Special
Covenants. The Borrower or any Loan Party fails to perform or observe any term,
covenant or agreement contained in any of (i) Section 6.03 (Notices),
6.05 (Preservation of Existence), 6.10 (Inspection Rights), 6.11 (Use of
Proceeds), 6.12 (Covenant to Give Security), 6.17 (Cash Management) or 6.20
(FAA Matters), 6.19 (Slot Utilization) and 6.20 (Gate Utilization) and such
failure continues for one (1) Business Day after the earlier of the date
on which (A) a Responsible Officer becomes aware of such failure or (B) written
notice thereof shall have been given to the Borrower by the Lender, (ii) Article VII
or (iii) the Borrower fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01 or 6.02 (provided, however,
that the Loan Parties’ failure to obtain a consent of the City of Chicago to
transfer to the Lender the


 


8





















 


Midway Hangar
Property pursuant to the Asset Acquisition Agreement shall not constitute a
Default or an Event of Default under this Credit Agreement, notwithstanding any
other provision of this Credit Agreement to the contrary) and such failure
continues for ten (10) Business Days after the earlier of the date on
which (A) a Responsible Officer becomes aware of such failure or (B) written
notice thereof shall have been given to the Borrower by the Lender.”


 


4.             Conditions
to Effectiveness.   The effectiveness
of this Eighth 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)           this
Eighth 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 Eighth Amendment,
after giving effect to this Eighth 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 Eighth 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 for all purposes shall be effective as of and prior to the close of October 31,
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 Eighth Amendment.  This Eighth 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 Eighth Amendment and to perform its obligations
hereunder, (ii) upon the execution and delivery hereof, this Eighth
Amendment will be valid, binding and enforceable upon such Loan Party in
accordance with its terms, (iii) the execution


 


9





















 


and delivery of this Eighth 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 Eighth
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 Eighth 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 Eighth
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 Eighth Amendment.


 


 


[Signatures of
the Lender and the Loan Parties are on following pages and the remainder
of this page is intentionally blank]


 


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IN WITNESS
WHEREOF, this Eighth 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/
  Laura Wright

  
	
   

  	
  Name:

  	
  Laura
  Wright

  
	
   

  	
  Title:

  	
  SVP
  Finance & CFO

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  ATA
  AIRLINES, INC., an Indiana corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  ATA
  HOLDINGS CORP., an Indiana corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  AMBASSADAIR
  TRAVEL CLUB, INC., an

  Indiana corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  ATA
  LEISURE CORP., an Indiana corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  AMBER
  TRAVEL, INC., an Indiana corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  



 


11





















 


(This page is a continuance of the signature pages to the
Eighth Amendment to Credit Agreement.)


 


	
   

  	
  AMERICAN
  TRANS AIR EXECUJET, INC.,

  an Indiana corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  ATA
  CARGO, INC., a California corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean Frick

  
	
   

  	
  Name:

  	
  Sean
  Frick

  
	
   

  	
  Title:

  	
  VP
  & CRO

  
	
   

  	
   

  
	
   

  	
  C8
  AIRLINES, INC. formerly named

  CHICAGO EXPRESS AIRLINES, INC., a

  Georgia corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian T. Hunt

  
	
   

  	
  Name:

  	
  Brian
  T. Hunt

  
	
   

  	
  Title:

  	
  Secretary

  



 


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