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AAWW > SEC Filings for AAWW > Form 8-K on 31-Jan-2014All Recent SEC Filings




Creation of a Direct Financial Obligation or an Obligation under

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

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2012, on January 30, 2012, Atlas Air, Inc. ("Atlas Air"), a wholly owned subsidiary of Atlas Air Worldwide Holdings, Inc. ("AAWW"), entered into a term loan facility for up to $864.8 million with Apple Bank for Savings, guaranteed by the Export-Import Bank of the United States ("Ex-Im Bank") to finance up to six 747-8F aircraft deliveries (the "Ex-Im Bank Facility"). The Ex-Im Bank Facility, when drawn, will consist of up to six separate term loans, each secured by a mortgage on a 747-8F aircraft. The Ex-Im Bank Facility contains customary covenants and events of default and is not cross-defaulted to any of Atlas Air's other debt facilities.

Six loans aggregating approximately $854.3 million have been made under the Ex-Im Bank Facility to date. Five of the loans were term loans that were refinanced through the issuance of bonds in capital markets transactions, which were fully described in previously filed Current Reports on Form 8-K. The sixth and final loan was completed by issuance of bonds in the capital markets as further described below.

On January 30, 2014, Atlas Air borrowed $140.6 million under the Ex-Im Bank Facility by issuing approximately eleven-year fixed-rate notes secured by a mortgage against one 747-8F (aircraft tail number N854GT) (the "2014 Ex-Im Bank Guaranteed Notes"). The 2014 Ex-Im Bank Guaranteed Notes accrue interest at a fixed rate of 2.668% with principal and interest payable quarterly. The 2014 Ex-Im Bank Guaranteed Notes were issued under a loan facility entered into on January 27, 2014 on terms and conditions substantially similar to those of the facility entered into on January 30, 2012.

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