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AAWW > SEC Filings for AAWW > Form 8-K on 10-Jan-2014All Recent SEC Filings

Show all filings for ATLAS AIR WORLDWIDE HOLDINGS INC

Form 8-K for ATLAS AIR WORLDWIDE HOLDINGS INC


10-Jan-2014

Entry into a Material Definitive Agreement, Creation of a Direct


Item 1.01 Entry into a Material Definitive Agreement.

The information described under Item 2.03 below is incorporated into this Item by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 6, 2014 and January 7, 2014, MSN 37138 Ltd., MSN 38969 Ltd. and MSN 39286 Pte. Ltd. (each, a "Borrower" and collectively, the "Borrowers"), wholly owned subsidiaries of Atlas Air Worldwide Holdings, Inc. ("AAWW"), drew financing in the aggregate amount of $432,000,000 (the "777 Financing") to complete previously announced agreements to acquire three Boeing 777F aircraft (each, a "777F Aircraft") and the operating leases to which such aircraft are subject. The 777 Financing was drawn pursuant to loan agreements dated December 20, 2013 (collectively, the "Loan Agreements") between each Borrower and various lenders set forth therein. AAWW has guaranteed the obligations of each Borrower under the Loan Agreements to which it is a party.

Borrowings under the Loan Agreements will accrue interest at a fixed rate, payable quarterly. Each loan will amortize over a term of approximately ten years, with the maturity date of each loan being the scheduled termination date of the related operating lease. Each Borrower will pay the amounts it owes under the Loan Agreements to which it is a party with amounts it receives under the related aircraft lease agreement.

The obligations of each Borrower under the Loan Agreements to which it is a party are secured by a first priority mortgage on the 777F Aircraft owned by such Borrower and rentals and certain other proceeds arising under the related operating lease.

Each Loan Agreement is cross-defaulted to each other Loan Agreement. The Loan Agreements contain covenants and events of default that are customary for this type of financing. Each of the Borrowers paid commitment and other fees that are customary for this type of financing.


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