-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/HS9L9w+ZPfJlUpFn/38caxZXhhtZOZKQTJfhU4UXQFjrokPEtTobPqxWTlQ8xf +R+Ex0J1/HdPwJEI2ptoSA== 0000950157-02-000765.txt : 20021118 0000950157-02-000765.hdr.sgml : 20021118 20021118164045 ACCESSION NUMBER: 0000950157-02-000765 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20021115 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATA HOLDINGS CORP CENTRAL INDEX KEY: 0000898904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 351617970 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21642 FILM NUMBER: 02831620 BUSINESS ADDRESS: STREET 1: 7337 W WASHINGTON ST CITY: INDIANAPOLIS STATE: IN ZIP: 46231 BUSINESS PHONE: 3172474000 FORMER COMPANY: FORMER CONFORMED NAME: AMTRAN INC DATE OF NAME CHANGE: 19930318 8-K 1 ata8k.txt CURRENT REPORT =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------------ Date of Report (Date of earliest event reported): November 18, 2002 ATA HOLDINGS CORP. (Exact name of registrant as specified in its charter) ------------------------ Indiana 000-21642 35-1617970 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) ------------------------ 7337 West Washington Street Indianapolis, Indiana 46231 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (317) 247-4000 N/A (Former name or former address, if changed since last report) =============================================================================== ITEM 5. The Company hereby attaches the following agreements. The Company is filing these as part of the Company's efforts to follow the spirit of the Sarbanes-Oxley Act and the spirit of the proposed rules set forth in SEC Release 33-8144. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Agreement dated as of July 1, 2002, replacing the Agreement dated as of May 1, 2002, by and among ATA Holdings Corp., Betaco, Ltd. and Betaco, Inc. 99.2 Amendment One to the Agreement dated as of July 1, 2002, replacing the Agreement dated as of May 1, 2002, by and among ATA Holdings Corp., Betaco, Ltd. and Betaco, Inc. 99.3 Lear Jet Aircraft Lease Agreement dated as of December 24, 2001, by and among Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.4 Lear Jet Sublease Agreement dated as of December 24, 2001, by and among American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.5 Cessna Citation Aircraft Lease Agreement dated as of July 25, 2001, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.6 Cessna Citation Aircraft Sublease Agreement dated as of July 25, 2001, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.7 Helicopter Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. for the lease of a Aerospatiale Helicopter, Registration No. N42AT. 99.8 Helicopter Sublease Agreement dated as of November 1, 2002, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.9 Helicopter Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. for the lease of a Bell LongRanger, Registration No. N116TV. 99.10 Helicopter Lease Agreement dated as of December 11, 2001, by and among Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.11 Helicopter Lease Agreement dated as of September 14, 1989, by and between Betaco, Inc. and American Trans Air, Inc. for the lease of a Bell 206B JetRanger III Registration No. N39085. 99.12 Fourth Amendment to Bell 206B JetRanger III Lease Agreement dated as of June 15, 1998, by and between Betaco, Inc. and American Trans Air, Inc. 99.13 Fifth Amendment to Bell 206B JetRanger III Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air, Inc. 99.14 Aircraft Sublease Agreement dated as of December 11, 1998, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.15 Second Amendment to the Aircraft Sublease Agreement dated as of December 11, 2000, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATA HOLDINGS CORP. Date: November 18, 2002 By: /s/ Kenneth K. Wolff --------------------------------- Name: Kenneth K. Wolff Title: Executive Vice President & CFO EXHIBIT INDEX Exhibit No. Description of the Exhibit 99.1 Agreement dated as of July 1, 2002, replacing the Agreement dated as of May 1, 2002, by and among ATA Holdings Corp., Betaco, Ltd. and Betaco, Inc. 99.2 Amendment One to the Agreement dated as of July 1, 2002, replacing the Agreement dated as of May 1, 2002, by and among ATA Holdings Corp., Betaco, Ltd. and Betaco, Inc. 99.3 Lear Jet Aircraft Lease Agreement dated as of December 24, 2001, by and among Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.4 Lear Jet Sublease Agreement dated as of December 24, 2001, by and among American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.5 Cessna Citation Aircraft Lease Agreement dated as of July 25, 2001, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.6 Cessna Citation Aircraft Sublease Agreement dated as of July 25, 2001, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.7 Helicopter Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. for the lease of a Aerospatiale Helicopter, Registration No. N42AT. 99.8 Helicopter Sublease Agreement dated as of November 1, 2002, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.9 Helicopter Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air ExecuJet, Inc. for the lease of a Bell LongRanger, Registration No. N116TV. 99.10 Helicopter Lease Agreement dated as of December 11, 2001, by and among Betaco, Inc. and American Trans Air ExecuJet, Inc. 99.11 Helicopter Lease Agreement dated as of September 14, 1989, by and between Betaco, Inc. and American Trans Air, Inc. for the lease of a Bell 206B JetRanger III Registration No. N39085. 99.12 Fourth Amendment to Bell 206B JetRanger III Lease Agreement dated as of June 15, 1998, by and between Betaco, Inc. and American Trans Air, Inc. 99.13 Fifth Amendment to Bell 206B JetRanger III Lease Agreement dated as of November 1, 2002, by and between Betaco, Inc. and American Trans Air, Inc. 99.14 Aircraft Sublease Agreement dated as of December 11, 1998, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. 99.15 Second Amendment to the Aircraft Sublease Agreement dated as of December 11, 2000, by and between American Trans Air ExecuJet, Inc. and American Trans Air, Inc. EX-99.1 3 ex99-1.txt AGREEMENT Exhibit 99.1 AGREEMENT This Agreement, dated and effective as of July 1, 2002, and replacing the previous agreement of May 1, 2002, is entered into by and among ATA Holdings Corp., an Indiana Corporation ("ATA"), Betaco Ltd., a Grand Cayman exempted company (Owner #1), and Betaco, Inc., a Delaware Corporation (Owner #2), (Owner #1 and Owner #2 collectively known as "Owners"). RECITALS: A. J. George Mikelsons ("Mikelsons") is founder and principal shareholder of ATA, an airline holding company, and is also the sole equity holder of Owners. B. Owner #1 owns a Feadship motor yacht, with an overall length of 125 feet, beam of 28 feet, mean draft of 8 feet, with accommodations for 8 guests plus crew and Owner #2 owns an Express Buddy Davis with an overall length of 52 feet, beam of 16 feet, mean draft of 5 feet, with accommodations for 4 guests plus crew (the "Vessels"). C. ATA has used the Vessels for business purposes, which use, has historically accounted for most of their use. D. Prior to January 1, 2002, Owners have never charged ATA for the business use of the Vessels, any of the costs or expenses of operating the Vessels, or any other maintenance of the Vessels. E. ATA desires to continue using the Vessels for its business purposes. F. Owners are willing to allow ATA to continue using the Vessels, provided, that ATA employs the full-time crew necessary to maintain and operate the Vessels (the "Crew"). NOW, THEREFORE, the parties agree as follows: 1. Employment of Crew. ATA shall maintain the Crew for the Vessels consisting of a captain and seven crewmembers at the sole expense of ATA. The names of the persons ATA will hire as the initial Crew are listed on the attached Exhibit A. The Crew shall be hired at the initial salary set forth opposite their name on the attached Exhibit A. The parties agree to treat the Crew as employees of ATA for all purposes. Each member of the Crew shall be assigned to work on the Vessels in the capacity set forth on Exhibit A. The Crew shall be available on a full time basis, including during periods that ATA is not using the Vessels. ATA shall provide benefits to the Crew equivalent to ATA's other salaried or hourly employees who are similarly compensated. Each member of the Crew will be an employee-at-will, and ATA, in its sole discretion, may fire any or all members of the Crew. ATA will confer with Owners in all employment matters relating to the Crew. If the employment of a member of the Crew is terminated for any reason, ATA shall replace such person with a person of equivalent experience and ability after consulting with Owners. 2 2. Use of Vessels. ATA may use the Vessels at any time with the following limitations: (a) Notice of Intended Use by ATA. ATA, through any authorized officer, shall give Owners reasonable notice of its intended use of the Vessels. Each use of the Vessels shall be considered a separate charter, and each notice relating to a charter shall provide the following: the date(s) of such charter, the time ATA anticipates boarding the Vessels, the time ATA anticipates returning the Vessels, and any other specific requirements ATA has with respect to the charter. (See Exhibit B) (b) Limitation on Use. ATA will use the Vessels solely for their intended uses and will follow all applicable laws, rules and regulations pertaining to its possession and operation of the Vessels. ATA will not carry passengers or cargo for hire. (c) Return of Vessels. Following each charter of the Vessels by ATA, ATA shall return the Vessels in good repair, ordinary wear and tear resulting from proper use excepted. (d) Owners' Use. Owners may use the Vessels any time that ATA is not using the Vessels. 3. Audit Committee Review and Reimbursement. No less often than annually, ATA's Audit Committee, with the assistance of ATA's independent outside auditors, will review this Agreement, including the expense of employment of the Crew compared to the rate which would be charged by an outside third party under a fair market rental contract for the use of the Vessels that is the equivalent to ATA's usage. In the event that in any fiscal year, the expense of employment of the Crew is more than the rate which would have been charged by an outside third party under a fair market rental contract for the actual usage of the Vessels, the Audit Committee will advise the Chief Financial Officer of ATA and he shall invoice the Owners for the difference. Owners hereby agree to pay such difference, if any. 4. Term. This Agreement shall continue until terminated by either party providing thirty (30) days written notice to the other party. 5. Maintenance of Vessels. The Vessels are equipped with all safety equipment required by the United States Coast Guard for such Vessels. The Vessels were overhauled and inspected by Owners prior to May 1, 2002 and at that time were found to be seaworthy and otherwise in good condition. Owners shall provide all maintenance aboard the Vessels including: routine inspections and repair. ATA shall not make any alterations in or to the Vessels. Owners shall provide fuel, potable water, food and refreshments along with all normal supplies for use aboard the Vessels in a manner that is comparable to what would be available under charter contracts with other yachts of this class. Owners have not and do not make any representation, warranty, or covenant, express or implied, with respect to the condition, quality, durability, or suitability for ATA's intended use of the Vessels. Owners will not be liable to ATA for any liability, loss, or damage caused by or alleged to be caused directly or indirectly by the Vessels, by any inadequacy of, or defect in, or any incident in connection with the Vessels, while they are in ATA's possession. 3 6. Insurance. Owners shall purchase from an insurance company, and thereafter maintain in full force and effect, insurance policies payable to Owners in the following amounts: (a) Standard yacht hull insurance providing full marine coverage in the amount of $7,000,000 for the Feadship and $1,000,000 for the Express Buddy Davis; (b) Protection and indemnity insurance in the amount of $10,000,000. 7. Maritime Liens. Subject to applicable maritime law, Owners maintain all normal ownership responsibilities. ATA shall not incur any maritime liens or other encumbrances on the Vessels, and shall not remove or deface any notice that may be posted on the Vessels by Owners as evidence of Owners' interest. 8. Breach and Remedy. In the event either party fails to perform its obligations under this Agreement, the aggrieved party shall have all rights and remedies available to them at law (including reasonable attorneys' fees), in equity, or otherwise. 9. Assignment. ATA shall not assign or sublet its interest in the Vessels without the prior written consent of Owners. 10. Notices. Any notices required to be given hereunder shall be in writing and shall be deemed effective as follows: (a) if delivered personally, by mail or by reputable commercial courier by receipted delivery, upon the date of actual delivery of such notice to the notice party at the address listed below for such party; or (b) if sent by facsimile, on the date of the sender's receipt of transmission confirmation of such notice to the notice party at the facsimile number listed below, provided that if the receipt of such transmission is after 5:00 p.m. (local time of the notice party) such notice shall be deemed effective as of the next succeeding business day and further provided that the party giving such notice mails a copy of such notice to the notice party at the address listed below within three days after the transmission of such notice by facsimile. The addresses and facsimile numbers of the parties to this Agreement, as of the date hereof, are as follows: (a) IF TO ATA, TO: 7337 W. Washington Street Indianapolis, IN 46231 ATTN: Brian T. Hunt Vice President & General Counsel PHONE: 317-240-7433 FACSIMILE: 317-240-7091 (b) if to Owners: 6969 W. 79th Street Indianapolis, IN 46278 ATTN: J. George Mikelsons, Chairman Betaco, Inc. PHONE: 317-876-0990 FACSIMILE: 317-876-9999 4 Either party may change its address or facsimile number by providing written notice of such change as provided in this Paragraph 11 to the other party. 11. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana and the laws of the United States, notwithstanding any state's choice of law rules to the contrary. 12. Modification. No change or modification of this Agreement shall be valid unless the same is in writing and duly executed by all of the parties hereto. 13. No Waiver. Any waiver of any provision of this Agreement must be in writing and signed by each party against whom the claim is being asserted. No waiver of any provision of this Agreement will constitute a waiver of any other provision of this Agreement (whether or not similar) or a continuing waiver. The performance by any of the parties hereto of any act not required of it under the terms and conditions of this Agreement will not constitute a waiver of the parameters for and limitations on its obligations under this Agreement, and no such performance shall stop such party from asserting such parameters or limitations as to any further or future performance of his, her or its obligations. 14. Complete Agreement. This Agreement represents a complete and total integration of the agreement of the parties hereto and supersedes all prior or contemporaneous written or oral agreements relating to this subject matter. The parties hereto agree that any and all prior agreements covering the subject matter of this Agreement are hereby terminated and of no further force or effect. 15. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 16. No Third Party Beneficiary. This Agreement is intended and agreed to be solely for the benefit of the parties hereto, and no third party, including the Crew, shall accrue any benefit, claim or right of any kind whatsoever pursuant to, under, by or through this Agreement. 17. Execution in Counterpart; Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The parties agree that delivery of executed counterparts of this Agreement may be effected by facsimile transmission and that any such transmitted counterpart shall be deemed an originally executed counterpart. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATA HOLDINGS CORP. By: _____________________________ Printed: __________________________ Title: ____________________________ BETACO, LTD. By: ______________________________ Printed: ___________________________ Title: _____________________________ BETACO, INC. By: _____________________________ Printed: __________________________ Title: ____________________________ 6 Exhibit A --------- - -------------------------------------------------------------------------------- ANNUAL CREW MEMBER POSITION COMPENSATION - -------------------------------------------------------------------------------- Rhett G. Infinger Captain/Orion $100,000 Richard L. Myers, II Captain/Orion's Little Dipper $47,500 Michael J. Fetton Engineer $49,060 Shirley A. Stirling Stewardess $33,800 David Hole Mate $38,800 Sean J. Pallent Mate $30,000 Allyson S. Overton Stewardess $26,000 7 EXHIBIT B --------- NOTICE OF INTENDED USE BY ATA ATA SPONSOR: ---------------------------------------------------------- GUEST NAMES: ---------------------------------------------------------- DATE OF CHARTER: ---------------------------------------------------------- BOARDING TIME: ---------------------------------------------------------- PROPOSED ROUTING: ---------------------------------------------------------- ---------------------------------------------------------- ---------------------------------------------------------- RETURN DATE: ---------------------------------------------------------- RETURN TIME: ---------------------------------------------------------- BUSINESS PURPOSE: ---------------------------------------------------------- EX-99.2 4 ex99-2.txt AMENDMENT NO. 1 TO THE AGREEMENT Exhibit 99.2 AMENDMENT ONE TO AGREEMENT This Amendment One to Agreement, dated and effective as of September 1, 2002, is entered into by and among ATA Holdings Corp., an Indiana corporation ("ATA"), Betaco Ltd., a Grand-Cayman-exempted company ("Owner #1"), and Betaco, Inc., a Delaware corporation ("Owner #2), (Owner #1 and Owner #2 collectively known as "Owners"). Recitals A. The parties entered into an Agreement dated and effective as of May 1, 2002 (the "Agreement"). B. The parties desire to amend the Agreement as set forth below. Agreement NOW, THEREFORE, the parties agree as follows: 1. The following shall be added to the Agreement as the fourth paragraph to Section 1 of the Agreement: If, in any fiscal year ending on April 30, the salaries of the Crew paid by ATA, on an aggregate basis, exceed 75% of the fair market value of ATA's use of the Vessels, Owners shall reimburse ATA for that portion of the Crew salaries paid by ATA which exceeds the 75% threshold. The fair market value of the usage of the Vessels by ATA shall be determined by the Internal Audit Department of ATA Holdings Corp. and reviewed by Ernst & Young. 2. The remainder of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment One as of the date first written above. ATA HOLDINGS CORP. By ------------------------------------- Kenneth K. Wolff Executive Vice President and Chief Financial Officer BETACO LTD. By ------------------------------------- J. George Mikelsons President BETACO, INC. By ------------------------------------- J. George Mikelsons President EX-99.3 5 ex99-3.txt LEAR JET AIRCRAFT LEASE AGREEMENT Exhibit 99.3 LEAR JET AIRCRAFT LEASE AGREEMENT THIS LEAR JET AIRCRAFT LEASE AGREEMENT (the "Lease") is made and entered into as of the 24th day of December 2001, by and between Betaco, Inc., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). WITNESSETH: WHEREAS, Lessor desires to lease to Lessee a Lear Jet Model 35, Serial No. 436, with current Registration No. N100AT (the "Aircraft"), and all logs and records pertaining thereto; and WHEREAS, Lessee desires to lease the Aircraft from Lessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Lessor hereby leases the Aircraft to the Lessee and said Lease shall commence on the 24th day of December 2001, and shall continue through the 23rd day of December 2003, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Lessee agrees to pay for the full term of this Lease a rental in the sum of Thirty-Three Thousand Six Hundred Dollars ($33,600.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Lessor at the above-stated address, or as otherwise directed by Lessor. B. In addition to the monthly payments set forth above, Lessee shall tender to Lessor Eighty-Four Thousand Dollars ($84,000.00), as a security deposit on the Aircraft. 3. TERMINATION. Upon termination of this Lease, Lessee shall return the Aircraft to Lessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition (i.e., for the right engine (Serial No. 89207), 1,046 hours remaining until hot section and 3,568 hours remaining until overhaul; for the left engine (Serial No. 89209), 1,263 hours remaining until hot section and 802 hours remaining until overhaul) as when delivered to Lessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein; provided, however, that reasonable wear and tear should not include the lowering of the number of engine and component hours available. If, however, the number of engine and component hours available until the next major overhaul at the time of redelivery of the Aircraft by Lessee to Lessor is less than 4,370 hours in the aggregate, and/or the number of engine hours available until the next hot section at the time of redelivery is less than 2,309, Lessee shall reimburse the Lessor for the difference at the industry standard hourly rate. Lessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Lease, make the Aircraft available to Lessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Lessor, for the purpose of permitting Lessor to make an inspection of the Aircraft. At such inspection, Lessor shall be entitled to any acceptance flight check of not more than one hour's duration, at Lessee's expense, and Lessee will, at its own expense and at Lessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Lease shall be deemed extended for the period required to enable Lessee to make such repairs and correction (herein referred to as "Correction"). In the event the Lessee does not proceed promptly to make such Correction, the Lessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Lessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Lessee to the Lessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Lessor shall have received payment in full for all loss or damage sustained by Lessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss, and Lessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Lease, this Lease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Lessee shall be responsible for all maintenance on the Aircraft. Lessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Lessee shall maintain all log books and records pertaining to said Aircraft during the term of this Lease and will return and deliver said log books and records to Lessor upon return of said Aircraft to Lessor, and will during the term of this Lease, make them available for inspection by Lessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Lease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Lessee and shall be performed at Lessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Lease, Lessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Lessor, provided that such alterations, modifications, additions or improvements are at Lessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Lessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Lessor and paid by it, Lessee shall reimburse it therefor within ten (10) days after demand by Lessor. Lessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will 2 indemnify the Lessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Lessor. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; and (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees and a pro-rata share of MSP premiums. 9. NO LIENS OR ENCUMBRANCES. Lessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Lessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Lessee's default in the discharge of any such taxes, assessment or encumbrances, Lessor may do so at Lessee's expense and charge same to Lessee, and such cost and expense thereof shall become due and payable on demand of Lessor. Lessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Lessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Lessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Lessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Lessee's operation only and shall exclude such costs which relate to Lessor's interest, ownership or income from the Aircraft or from this Lease. 10. INDEMNIFICATION. Lessee agrees and covenants to indemnify, hold harmless and defend Lessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Lessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Lessor. 11. INSPECTION. Lessee agrees to permit Lessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Lessor or its duly authorized agent any information in respect to the Aircraft and its use that Lessor may reasonably request. 12. ASSIGNMENT. Lessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Lessor. Any sublease, if agreed to in writing by Lessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Lessee of its liability to Lessor hereunder. 13. INSURANCE. Lessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Lessor; and the Lessor, Lessee and Union Planters Bank, or any other lending institution designated by Lessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than Five Hundred Million Dollars ($500,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $3,500,000. 3 B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Lessor, Lessee and Union Planters Bank to be jointly listed as loss payees, as their interests may appear. C. Lessee shall provide Lessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Lessee and Lessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Lessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF LESSOR. Lessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Lease. 16. NOTICES. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Lessor or Lessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Lessee defaults in any terms, covenants and conditions of this Lease, Lessor at its option, upon ten (10) days' prior written notice to Lessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Lessee shall correct the default within said period. In the event of such termination, 4 Lessee shall return said Aircraft to Lessor at the place designated hereinbefore for return at the end of said Lease term, and the Lessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Lessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Lessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF LESSEE. In the event of any act of insolvency by the Lessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Lessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or pa petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Lessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Lessor, this Lease may be terminated without prior notice. 22. NOTICE TO LESSOR OF PROCEEDING. Lessee shall furnish promptly to Lessor notice of any material litigation that may be brought, or to the knowledge of Lessee, threatened against Lessee and will keep Lessor continuously advised of any developments with respect thereto. Lessee shall also give notice promptly to Lessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Lessee's licenses and/or operations. In the event the Lessor should be required to engage the services of an attorney to collect any sums due to it by the Lessee hereunder, or to enforce compliance by the Lessee with any of the terms of this Lease, or to recover possession of the Aircraft, either from the Lessee or from some third party, the Lessee shall pay to the Lessor all reasonable attorneys' fees so incurred by the Lessor, together with any and all other reasonable costs incurred by the Lessor in connection with such action. 23. USE BY LESSOR. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Lessor, Lessor shall provide Lessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Lessee pursuant to the Return Conditions section of this Agreement. 5 IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. LESSOR: BETACO, INC. By --------------------------------- J. George Mikelsons, President LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By --------------------------------- Gordon D. Moebius, Secretary EX-99.4 6 ex99-4.txt LEAR JET SUBLEASE AGREEMENT Exhibit 99.4 LEAR JET AIRCRAFT SUBLEASE AGREEMENT THIS LEAR JET AIRCRAFT SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of the 24th day of December 2001, by and between American Trans Air ExecuJet, Inc., an Indiana corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Sublessor"), and American Trans Air, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Sublessee"). WITNESSETH: WHEREAS, Sublessor desires to sublease to Sublessee a Lear Jet Model 35, Serial No. 436, with current Registration No. N100AT (the "Aircraft"), and all logs and records pertaining thereto; and WHEREAS, Sublessee desires to sublease the Aircraft from Sublessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Sublessor hereby subleases the Aircraft to the Sublessee and said Sublease shall commence on the 24th day of December 2001, and shall continue through the 23rd day of December 2003, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Sublessee agrees to pay for the full term of this Sublease a rental in the sum of Seventy-One Thousand Dollars ($71,000.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Sublessor at the above-stated address, or as otherwise directed by Sublessor. B. In addition to the monthly payments set forth above, Sublessee shall pay Sublessor $400 per hour for each block hour flown on the Aircraft. Such payments shall be made by Sublessee by the tenth (10th) day of each month during the Term hereof. 3. TERMINATION. Upon termination of this Sublease, Sublessee shall return the Aircraft to Sublessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition (i.e., for the right engine (Serial No. 89207), 1,046 hours remaining until hot section and 3,568 hours remaining until overhaul; for the left engine (Serial No. 89209), 1,263 hours remaining until hot section and 802 hours remaining until overhaul) as when delivered to Sublessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein; provided, however, that reasonable wear and tear should not include the lowering of the number of engine and component hours available. If, however, the number of engine and component hours available until the next major overhaul at the time of redelivery of the Aircraft by Sublessee to Sublessor is less than 4,370 hours in the aggregate, and/or the number of engine hours available until the next hot section at the time of redelivery is less than 2,309, Sublessee shall reimburse the Sublessor for the difference at the industry standard hourly rate. 2 Sublessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Sublease, make the Aircraft available to Sublessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Sublessor, for the purpose of permitting Sublessor to make an inspection of the Aircraft. At such inspection, Sublessor shall be entitled to any acceptance flight check of not more than one hour's duration, at Sublessee's expense, and Sublessee will, at its own expense and at Sublessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Sublease shall be deemed extended for the period required to enable Sublessee to make such repairs and correction (herein referred to as "Correction"). In the event the Sublessee does not proceed promptly to make such Correction, the Sublessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Sublessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Sublessee to the Sublessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Sublease should be lost or totally destroyed and Sublessor shall have received payment in full for all loss or damage sustained by Sublessor by reason of said total destruction, then this Sublease shall automatically be cancelled and terminated as of the date of such loss, and Sublessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Sublease, this Sublease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Sublessee shall be responsible for all maintenance on the Aircraft. Sublessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Sublessee shall maintain all log books and records pertaining to said Aircraft during the term of this Sublease and will return and deliver said log books and records to Sublessor upon return of said Aircraft to Sublessor, and will during the term of this Sublease, make them available for inspection by Sublessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Sublease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Sublessee and shall be performed at Sublessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Sublease, Sublessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Sublessor, provided that such alterations, modifications, additions or improvements are at Sublessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Sublessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Sublessor and paid by it, Sublessee shall reimburse it therefor within ten (10) days after demand by Sublessor. Sublessee agrees that in the event of 3 seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Sublessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Sublessor. Sublessor, with Sublessee's prior consent, may utilize the Aircraft under the following conditions: (i) Sublessee does not require use of the Aircraft at the time use thereof is requested by Sublessor; and (ii) Sublessor shall reimburse Sublessee for all actual costs of such usage, including but not limited to fuel and landing fees and a pro-rata share of MSP premiums. 9. NO LIENS OR ENCUMBRANCES. Sublessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Sublessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Sublessee's default in the discharge of any such taxes, assessment or encumbrances, Sublessor may do so at Sublessee's expense and charge same to Sublessee, and such cost and expense thereof shall become due and payable on demand of Sublessor. Sublessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Sublessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Sublessor for Federal use taxes incurred by the Aircraft during the term of this Sublease. The taxes, levies and charges which Sublessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Sublessee's operation only and shall exclude such costs which relate to Sublessor's interest, ownership or income from the Aircraft or from this Sublease. 10. INDEMNIFICATION. Sublessee agrees and covenants to indemnify, hold harmless and defend Sublessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Sublessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Sublessor. 11. INSPECTION. Sublessee agrees to permit Sublessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Sublessor or its duly authorized agent any information in respect to the Aircraft and its use that Sublessor may reasonably request. 12. ASSIGNMENT. Sublessee shall not assign its rights under this Sublease or delegate its duties under this Sublease without the prior written consent of the Sublessor. Any sublease, if agreed to in writing by Sublessor, shall contain the same terms and conditions as this Sublease, and nothing therein shall relieve Sublessee of its liability to Sublessor hereunder. 13. INSURANCE. Sublessee shall at all times during the term of this Sublease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Sublessor; and the Sublessor, Sublessee and Union Planters Bank, or any other lending institution designated by Sublessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than Five Hundred Million Dollars ($500,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $3,500,000. 3 B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Sublessor, Sublessee and Union Planters Bank to be jointly listed as loss payees, as their interests may appear. C. Sublessee shall provide Sublessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Sublessee and Sublessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Sublessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. SUBLESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. SUBLESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND SUBLESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF SUBLESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF SUBLESSOR. Sublessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Sublease. 16. NOTICES. Service of all notices under this Sublease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Sublessor or Sublessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Sublessor or Sublessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Sublease and each and every of its provisions herein. This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Sublease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Sublessee defaults in any terms, covenants and conditions of this Sublease, Sublessor at its option, upon ten (10) days' prior written notice to Sublessee, may elect to terminate this Sublease, and said Sublease shall be terminated at the end of said ten (10) day 4 period unless Sublessee shall correct the default within said period. In the event of such termination, Sublessee shall return said Aircraft to Sublessor at the place designated hereinbefore for return at the end of said Sublease term, and the Sublessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Sublessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Sublessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF SUBLESSEE. In the event of any act of insolvency by the Sublessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Sublessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or pa petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Sublessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Sublessor, this Sublease may be terminated without prior notice. 22. NOTICE TO SUBLESSOR OF PROCEEDING. Sublessee shall furnish promptly to Sublessor notice of any material litigation that may be brought, or to the knowledge of Sublessee, threatened against Sublessee and will keep Sublessor continuously advised of any developments with respect thereto. Sublessee shall also give notice promptly to Sublessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Sublessee's licenses and/or operations. In the event the Sublessor should be required to engage the services of an attorney to collect any sums due to it by the Sublessee hereunder, or to enforce compliance by the Sublessee with any of the terms of this Sublease, or to recover possession of the Aircraft, either from the Sublessee or from some third party, the Sublessee shall pay to the Sublessor all reasonable attorneys' fees so incurred by the Sublessor, together with any and all other reasonable costs incurred by the Sublessor in connection with such action. 23. USE BY SUBLESSOR. Sublessor, with Sublessee's prior consent, may utilize the Aircraft under the following conditions: (i) Sublessee does not require use of the Aircraft at the time use thereof is requested by Sublessor; (ii) Sublessor shall reimburse Sublessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Sublessor, Sublessor shall provide Sublessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Sublessee pursuant to the Return Conditions section of this Agreement. 5 IN WITNESS WHEREOF, the parties have authorized this Sublease to be executed by their respective officers as of the day and year first written above. SUBLESSOR: AMERICAN TRANS AIR EXECUJET, INC. By --------------------------------- Gordon D. Moebius, Secretary SUBLESSEE: AMERICAN TRANS AIR, INC. By --------------------------------- Brian T. Hunt, Vice President and Secretary EX-99.5 7 ex99-5.txt CESSNA CITATION AIRCRAFT LEASE AGREEMENT Exhibit 99.5 CESSNA CITATION AIRCRAFT LEASE AGREEMENT THIS CESSNA CITATION AIRCRAFT LEASE AGREEMENT (the "Lease") is made and entered into as of the 25th day of July 2001, by and between Betaco, Inc., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). WITNESSETH: WHEREAS, Lessor desires to lease to Lessee a certain 1988 Cessna Citation II, Serial No. 551-0591, Registration No. N1AT, including two (2) engines and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Lessee desires to lease the Aircraft from Lessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Lessor hereby leases the Aircraft to the Lessee commencing on July 25, 2001, and said Lease shall continue through the 24th day of July 2004, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Lessee agrees to pay for the full term of this Lease a rental in the sum of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Lessor at the above-stated address, or as otherwise directed by Lessor. B. In addition to the monthly payments set forth above, Lessee shall tender to Lessor the sum of Seventy-Five Thousand Dollars ($75,000.00), representing a security payment to be forfeited upon any breach of this Agreement by Lessee. 3. TERMINATION. Upon termination of this Lease, Lessee shall return the Aircraft to Lessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition (i.e., for the right engine (Serial No. 71514), 1,180 hours remaining until hot section and 2,728 hours remaining until overhaul; for the left engine (Serial No. 71510), 1,180 hours remaining until hot section and 2,788 hours remaining until overhaul) as when delivered to Lessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein; provided, however, that reasonable wear and tear should not include the lowering of the number of engine and component hours available. If, however, the number of engine and component hours available until the next major overhaul at the time of redelivery of the Aircraft by Lessee to Lessor is less than 5,456 hours in the aggregate, and/or the number of engine hours available until the next hot section at the time of redelivery is less than 2,360, Lessee shall reimburse the Lessor for the difference at the industry standard hourly rate. 2 Lessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Lease, make the Aircraft available to Lessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Lessor, for the purpose of permitting Lessor to make an inspection of the Aircraft. At such inspection, Lessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Lessee's expense, and Lessee will, at its own expense and at Lessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Lease shall be deemed extended for the period required to enable Lessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Lessee does not proceed promptly to make such Correction, the Lessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Lessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Lessee to the Lessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Lessor shall have received payment in full for all loss or damage sustained by Lessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss, and Lessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Lease, this Lease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Lessee shall be responsible for all maintenance on the Aircraft. Lessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Lessee shall maintain all log books and records pertaining to said Aircraft during the term of this Lease and will return and deliver said log books and records to Lessor upon return of said Aircraft to Lessor, and will during the term of this Lease, make them available for inspection by Lessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Lease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Lessee and shall be performed at Lessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Lease, Lessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Lessor, provided that such alterations, modifications, additions or improvements are at Lessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Lessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Lessor and paid by it, Lessee shall reimburse it therefor within ten (10) days after demand by Lessor. Lessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will 2 indemnify the Lessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Lessor. 9. NO LIENS OR ENCUMBRANCES. Lessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Lessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Lessee's default in the discharge of any such taxes, assessment or encumbrances, Lessor may do so at Lessee's expense and charge same to Lessee, and such cost and expense thereof shall become due and payable on demand of Lessor. Lessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Lessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Lessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Lessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Lessee's operation only and shall exclude such costs which relate to Lessor's interest, ownership or income from the Aircraft or from this Lease. 10. INDEMNIFICATION. Lessee agrees and covenants to indemnify, hold harmless and defend Lessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Lessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Lessor. 11. INSPECTION. Lessee agrees to permit Lessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Lessor or its duly authorized agent any information in respect to the Aircraft and its use that Lessor may reasonably request. 12. ASSIGNMENT. Lessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Lessor. Any sublease, if agreed to in writing by Lessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Lessee of its liability to Lessor hereunder. 13. INSURANCE. Lessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Lessor; and the Lessor, Lessee and National City Bank, or any other lending institution designated by Lessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $3,000,000. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Lessor, Lessee and National City Bank to be jointly listed as loss payees, as their interests may appear. C. Lessee shall provide Lessor with proof of the above insurance on demand. 3 D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Lessee and Lessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Lessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF LESSOR. Lessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Lease. 16. NOTICES. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Lessor or Lessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Lessee defaults in any terms, covenants and conditions of this Lease, Lessor at its option, upon ten (10) days' prior written notice to Lessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Lessee shall correct the default within said period. In the event of such termination, Lessee shall return said Aircraft to Lessor at the place designated hereinbefore for return at the end of said Lease term, and the Lessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Lessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. 4 C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Lessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF LESSEE. In the event of any act of insolvency by the Lessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Lessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Lessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Lessor, this Lease may be terminated without prior notice. 22. NOTICE TO LESSOR OF PROCEEDING. Lessee shall furnish promptly to Lessor notice of any material litigation that may be brought, or to the knowledge of Lessee, threatened against Lessee and will keep Lessor continuously advised of any developments with respect thereto. Lessee shall also give notice promptly to Lessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Lessee's licenses and/or operations. In the event the Lessor should be required to engage the services of an attorney to collect any sums due to it by the Lessee hereunder, or to enforce compliance by the Lessee with any of the terms of this Lease, or to recover possession of the Aircraft, either from the Lessee or from some third party, the Lessee shall pay to the Lessor all reasonable attorneys' fees so incurred by the Lessor, together with any and all other reasonable costs incurred by the Lessor in connection with such action. 23. USE BY LESSOR. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Lessor, Lessor shall provide Lessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Lessee pursuant to the Return Conditions section of this Agreement. IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. LESSOR: BETACO, INC. By --------------------------------- J. George Mikelsons, President LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By --------------------------------- Gordon D. Moebius, Secretary EX-99.6 8 ex99-6.txt CESSNA CITATION AIRCRAFT SUBLEASE AGREEMENT Exhibit 99.6 CESSNA CITATION AIRCRAFT SUBLEASE AGREEMENT THIS CESSNA CITATION AIRCRAFT SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of the 25th day of July 2001, by and between American Trans Air, ExecuJet, Inc., an Indiana corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Sublessor"), and American Trans Air, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Sublessee"). WITNESSETH: WHEREAS, Sublessor desires to sublease to Sublessee a certain 1988 Cessna Citation II, Serial No. 551-0591, Registration No. N1AT, including two (2) engines and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Sublessee desires to sublease the Aircraft from Sublessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Sublessor hereby subleases the Aircraft to the Sublessee commencing on July 25, 2001, and said Sublease shall continue through the 24th day of July 2004, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Sublessee agrees to pay for the full term of this Sublease a rental in the sum of Fifty Thousand Dollars ($50,000.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Sublessor at the above-stated address, or as otherwise directed by Sublessor. B. In addition to the monthly payments set forth above, Sublessee shall pay Sublessor $325 per hour for each block hour flown on the Aircraft. Such payments shall be made by Sublessee by the tenth (10th) day of each month during the Term hereof. 3. TERMINATION. Upon termination of this Sublease, Sublessee shall return the Aircraft to Sublessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition (i.e., for the right engine (Serial No. 71514), 1,180 hours remaining until hot section and 2,728 hours remaining until overhaul; for the left engine (Serial No. 71510), 1,180 hours remaining until hot section and 2,788 hours remaining until overhaul) as when delivered to Sublessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein; provided, however, that reasonable wear and tear should not include the lowering of the number of engine and component hours available. If, however, the number of engine and component hours available until the next major overhaul at the time of redelivery of the Aircraft by Sublessee to Sublessor is less than 5,456 hours in the aggregate, and/or the number of engine hours available until the next hot section at the time of redelivery is less than 2,360, Sublessee shall reimburse the Sublessor for the difference at the industry standard hourly rate. Sublessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Sublease, make the Aircraft available to Sublessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Sublessor, for the purpose of permitting Sublessor to make an inspection of the Aircraft. At such inspection, Sublessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Sublessee's expense, and Sublessee will, at its own expense and at Sublessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Sublease shall be deemed extended for the period required to enable Sublessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Sublessee does not proceed promptly to make such Correction, the Sublessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Sublessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Sublessee to the Sublessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Sublease should be lost or totally destroyed and Sublessor shall have received payment in full for all loss or damage sustained by Sublessor by reason of said total destruction, then this Sublease shall automatically be cancelled and terminated as of the date of such loss, and Sublessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Sublease, this Sublease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Sublessee shall be responsible for all maintenance on the Aircraft. Sublessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Sublessee shall maintain all log books and records pertaining to said Aircraft during the term of this Sublease and will return and deliver said log books and records to Sublessor upon return of said Aircraft to Sublessor, and will during the term of this Sublease, make them available for inspection by Sublessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Sublease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Sublessee and shall be performed at Sublessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Sublease, Sublessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Sublessor, provided that such alterations, modifications, additions or improvements are at Sublessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Sublessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Sublessor and paid by it, Sublessee shall reimburse it therefor within ten (10) days after demand by Sublessor. Sublessee agrees that in the event of 2 seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Sublessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate resublease of the Aircraft to Sublessor. 9. NO LIENS OR ENCUMBRANCES. Sublessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Sublessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Sublessee's default in the discharge of any such taxes, assessment or encumbrances, Sublessor may do so at Sublessee's expense and charge same to Sublessee, and such cost and expense thereof shall become due and payable on demand of Sublessor. Sublessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Sublessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Sublessor for Federal use taxes incurred by the Aircraft during the term of this Sublease. The taxes, levies and charges which Sublessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Sublessee's operation only and shall exclude such costs which relate to Sublessor's interest, ownership or income from the Aircraft or from this Sublease. 10. INDEMNIFICATION. Sublessee agrees and covenants to indemnify, hold harmless and defend Sublessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Sublessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Sublessor. 11. INSPECTION. Sublessee agrees to permit Sublessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Sublessor or its duly authorized agent any information in respect to the Aircraft and its use that Sublessor may reasonably request. 12. ASSIGNMENT. Sublessee shall not assign its rights under this Sublease or delegate its duties under this Sublease without the prior written consent of the Sublessor. Any sublease, if agreed to in writing by Sublessor, shall contain the same terms and conditions as this Sublease, and nothing therein shall relieve Sublessee of its liability to Sublessor hereunder. 13. INSURANCE. Sublessee shall at all times during the term of this Sublease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Sublessor; and the Sublessor, Sublessee and National City Bank, or any other lending institution designated by Sublessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $3,000,000. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Sublessor, Sublessee and National City Bank to be jointly listed as loss payees, as their interests may appear. 3 C. Sublessee shall provide Sublessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Sublessee and Sublessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Sublessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. SUBLESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. SUBLESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND SUBLESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF SUBLESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF SUBLESSOR. Sublessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Sublease. 16. NOTICES. Service of all notices under this Sublease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Sublessor or Sublessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Sublessor or Sublessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Sublease and each and every of its provisions herein. This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Sublease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Sublessee defaults in any terms, covenants and conditions of this Sublease, Sublessor at its option, upon ten (10) days' prior written notice to Sublessee, may elect to terminate this Sublease, and said Sublease shall be terminated at the end of said ten (10) day period unless Sublessee shall correct the default within said period. In the event of such termination, Sublessee shall return said Aircraft to Sublessor at the place designated hereinbefore for return at the end of said Sublease term, and the Sublessor shall further have the right: 4 A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Sublessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Sublessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF SUBLESSEE. In the event of any act of insolvency by the Sublessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Sublessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Sublessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Sublessor, this Sublease may be terminated without prior notice. 22. NOTICE TO SUBLESSOR OF PROCEEDING. Sublessee shall furnish promptly to Sublessor notice of any material litigation that may be brought, or to the knowledge of Sublessee, threatened against Sublessee and will keep Sublessor continuously advised of any developments with respect thereto. Sublessee shall also give notice promptly to Sublessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Sublessee's licenses and/or operations. In the event the Sublessor should be required to engage the services of an attorney to collect any sums due to it by the Sublessee hereunder, or to enforce compliance by the Sublessee with any of the terms of this Sublease, or to recover possession of the Aircraft, either from the Sublessee or from some third party, the Sublessee shall pay to the Sublessor all reasonable attorneys' fees so incurred by the Sublessor, together with any and all other reasonable costs incurred by the Sublessor in connection with such action. 23. USE BY SUBLESSOR. Sublessor, with Sublessee's prior consent, may utilize the Aircraft under the following conditions: (i) Sublessee does not require use of the Aircraft at the time use thereof is requested by Sublessor; (ii) Sublessor shall reimburse Sublessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Sublessor, Sublessor shall provide Sublessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Sublessee pursuant to the Return Conditions section of this Agreement. 5 IN WITNESS WHEREOF, the parties have authorized this Sublease to be executed by their respective officers as of the day and year first written above. SUBLESSOR: AMERICAN TRANS AIR EXECUJET, INC. By ---------------------------------- Gordon D. Moebius, Secretary SUBLESSEE: AMERICAN TRANS AIR, INC. By ---------------------------------- Brian T. Hunt, Vice President and Secretary EX-99.7 9 ex99-7.txt HELICOPTER LEASE AGREEMENT - REG. NO. N42AT Exhibit 99.7 HELICOPTER LEASE AGREEMENT THIS HELICOPTER LEASE AGREEMENT (the "Lease") is made and entered into as of the 1st day of November 2002, by and between Betaco, Inc., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). WITNESSETH: WHEREAS, Lessor desires to lease to Lessee a certain Aerospatiale AS 355-F2 Twin Star, Serial No. 5462, Registration No. N42AT, including engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Lessee desires to lease the Aircraft from Lessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Lessor hereby leases the Aircraft to the Lessee commencing on November 1, 2002, and said Lease shall continue through October 31, 2005, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Lessee agrees to pay for the full term of this Lease a rental in the sum of Nine Thousand Dollars ($9,000.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Lessor at the above-stated address, or as otherwise directed by Lessor. B. In addition to the monthly payments set forth above, Lessee shall tender to Lessor the sum of Twenty-Four Thousand Dollars ($24,000.00), representing a security payment to be forfeited upon any breach of this Agreement by Lessee. 3. TERMINATION. Upon termination of this Lease, Lessee shall return the Aircraft to Lessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition as when delivered to Lessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein. The Aircraft is presently equipped with engine turbines which are owned by Allison Engine Company and leased, rent-free, to Betaco. In the event such turbines are recalled by Allison, Betaco and Lessee will negotiate return conditions for the turbines installed in the engines. In addition, upon return of the Aircraft, the following shall apply: (a) there shall be at least 3,410.9 hours remaining until engine compressor overhaul on engine serial number CAE 840943; (b) there shall be at least 1,707.5 hours remaining until engine compressor overhaul on engine serial number CAE 840937; and (c) there shall be at least 1,255.8 hours remaining on both the combiner MGB gearbox and tail rotor gearbox. If, however, the number of available hours on the above components are less than as set forth above upon re-delivery to Lessor, Lessee shall reimburse the Lessor for the difference at the industry standard hourly rate. 2 Lessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Lease, make the Aircraft available to Lessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Lessor, for the purpose of permitting Lessor to make an inspection of the Aircraft. At such inspection, Lessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Lessee's expense, and Lessee will, at its own expense and at Lessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Lease shall be deemed extended for the period required to enable Lessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Lessee does not proceed promptly to make such Correction, the Lessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Lessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Lessee to the Lessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Lessor shall have received payment in full for all loss or damage sustained by Lessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss, and Lessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Lease, this Lease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Lessee shall be responsible for all maintenance on the Aircraft. Lessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Lessee shall maintain all log books and records pertaining to said Aircraft during the term of this Lease and will return and deliver said log books and records to Lessor upon return of said Aircraft to Lessor, and will during the term of this Lease, make them available for inspection by Lessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Lease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Lessee and shall be performed at Lessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Lease, Lessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Lessor, provided that such alterations, modifications, additions or improvements are at Lessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Lessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Lessor and paid by it, Lessee shall reimburse it therefor within ten (10) days after demand by Lessor. Lessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will 3 indemnify the Lessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Lessor. 9. NO LIENS OR ENCUMBRANCES. Lessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Lessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Lessee's default in the discharge of any such taxes, assessment or encumbrances, Lessor may do so at Lessee's expense and charge same to Lessee, and such cost and expense thereof shall become due and payable on demand of Lessor. Lessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Lessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Lessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Lessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Lessee's operation only and shall exclude such costs which relate to Lessor's interest, ownership or income from the Aircraft or from this Lease. 10. INDEMNIFICATION. Lessee agrees and covenants to indemnify, hold harmless and defend Lessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Lessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Lessor. 11. INSPECTION. Lessee agrees to permit Lessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Lessor or its duly authorized agent any information in respect to the Aircraft and its use that Lessor may reasonably request. 12. ASSIGNMENT. Lessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Lessor. Any sublease, if agreed to in writing by Lessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Lessee of its liability to Lessor hereunder. 13. INSURANCE. Lessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Lessor; and the Lessor, Lessee and National City Bank, or any other lending institution designated by Lessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $1,500,000.00. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Lessor, Lessee and National City Bank to be jointly listed as loss payees, as their interests may appear. C. Lessee shall provide Lessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Lessee and Lessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Lessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF LESSOR. Lessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Lease. 16. NOTICES. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Lessor or Lessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Lessee defaults in any terms, covenants and conditions of this Lease, Lessor at its option, upon ten (10) days' prior written notice to Lessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Lessee shall correct the default within said period. In the event of such termination, Lessee shall return said Aircraft to Lessor at the place designated hereinbefore for return at the end of said Lease term, and the Lessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Lessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. 4 C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Lessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF LESSEE. In the event of any act of insolvency by the Lessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Lessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Lessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Lessor, this Lease may be terminated without prior notice. 22. NOTICE TO LESSOR OF PROCEEDING. Lessee shall furnish promptly to Lessor notice of any material litigation that may be brought, or to the knowledge of Lessee, threatened against Lessee and will keep Lessor continuously advised of any developments with respect thereto. Lessee shall also give notice promptly to Lessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Lessee's licenses and/or operations. In the event the Lessor should be required to engage the services of an attorney to collect any sums due to it by the Lessee hereunder, or to enforce compliance by the Lessee with any of the terms of this Lease, or to recover possession of the Aircraft, either from the Lessee or from some third party, the Lessee shall pay to the Lessor all reasonable attorneys' fees so incurred by the Lessor, together with any and all other reasonable costs incurred by the Lessor in connection with such action. 23. USE BY LESSOR. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Lessor, Lessor shall provide Lessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Lessee pursuant to the Return Conditions section of this Agreement. IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. LESSOR: BETACO, INC. By --------------------------------- J. George Mikelsons, President LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By --------------------------------- Gordon D. Moebius, Secretary EX-99.8 10 ex99-8.txt HELICOPTER SUBLEASE AGREEMENT Exhibit 99.8 HELICOPTER SUBLEASE AGREEMENT THIS HELICOPTER SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of the 1st day of November 2002, by and between American Trans Air ExecuJet, Inc., an Indiana corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Sublessor"), and American Trans Air, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Sublessee"). WITNESSETH: WHEREAS, Sublessor desires to sublease to Sublessee a certain Aerospatiale AS 355-F2 Twin Star, Serial No. 5462, Registration No. N42AT, including engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Sublessee desires to sublease the Aircraft from Sublessor. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM. Sublessor hereby subleases the Aircraft to the Sublessee commencing on November 1, 2002, and said Sublease shall continue through October 31, 2005, unless sooner terminated or extended as herein provided. 2. RENTAL AND OTHER CHARGES. A. The Sublessee agrees to pay for the full term of this Sublease a rental in the sum of Nine Thousand Dollars ($9,000.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Sublessor at the above-stated address, or as otherwise directed by Sublessor. B. In addition to the monthly payments set forth above, Sublessee shall pay Sublessor $225 per hour for each block hour flown on the Aircraft. Such payments shall be made by Sublessee by the tenth (10th) day of each month during the Term hereof. 3. TERMINATION. Upon termination of this Sublease, Sublessee shall return the Aircraft to Sublessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition as when delivered to Sublessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein. The Aircraft is presently equipped with engine turbines which are owned by Allison Engine Company and leased, rent-free, to Betaco. In the event such turbines are recalled by Allison, Betaco and Sublessee will negotiate return conditions for the turbines installed in the engines. In addition, upon return of the Aircraft, the following shall apply: (a) there shall be at least 3,410.9 hours remaining until engine compressor overhaul on engine serial number CAE 840943; (b) there shall be at least 1,707.5 hours remaining until engine compressor overhaul on engine serial number CAE 840937; and (c there shall be at least 1,255.8 hours remaining on both the combiner MGB gearbox and tail rotor gearbox. If, however, the number of available hours on the above components are less than as set forth above upon re-delivery to Sublessor, Sublessee shall reimburse the Sublessor for the difference at the industry standard hourly rate. Sublessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Sublease, make the Aircraft available to Sublessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Sublessor, for the purpose of permitting Sublessor to make an inspection of the Aircraft. At such inspection, Sublessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Sublessee's expense, and Sublessee will, at its own expense and at Sublessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Sublease shall be deemed extended for the period required to enable Sublessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Sublessee does not proceed promptly to make such Correction, the Sublessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Sublessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Sublessee to the Sublessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Sublease should be lost or totally destroyed and Sublessor shall have received payment in full for all loss or damage sustained by Sublessor by reason of said total destruction, then this Sublease shall automatically be cancelled and terminated as of the date of such loss, and Sublessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Sublease, this Sublease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. MAINTENANCE AND OTHER EXPENSES. Sublessee shall be responsible for all maintenance on the Aircraft. Sublessor will not be responsible for any maintenance, overhaul or work resulting from anything other than ordinary wear and tear, and in any case shall have a right to reimbursement for all amounts expended. 5. LOG BOOKS AND RECORDS. Sublessee shall maintain all log books and records pertaining to said Aircraft during the term of this Sublease and will return and deliver said log books and records to Sublessor upon return of said Aircraft to Sublessor, and will during the term of this Sublease, make them available for inspection by Sublessor or its duly authorized agents or representatives. 6. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this Sublease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Sublessee and shall be performed at Sublessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. ALTERATIONS AND MODIFICATIONS. Subject to the terms of this Sublease, Sublessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Sublessor, provided that such alterations, modifications, additions or improvements are at Sublessee's cost and do not reduce the value of the Aircraft. 8. USE OF AIRCRAFT. Sublessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible 2 for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Sublessor and paid by it, Sublessee shall reimburse it therefor within ten (10) days after demand by Sublessor. Sublessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Sublessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Sublessor. 9. NO LIENS OR ENCUMBRANCES. Sublessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Sublessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Sublessee's default in the discharge of any such taxes, assessment or encumbrances, Sublessor may do so at Sublessee's expense and charge same to Sublessee, and such cost and expense thereof shall become due and payable on demand of Sublessor. Sublessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Sublessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Sublessor for Federal use taxes incurred by the Aircraft during the term of this Sublease. The taxes, levies and charges which Sublessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Sublessee's operation only and shall exclude such costs which relate to Sublessor's interest, ownership or income from the Aircraft or from this Sublease. 10. INDEMNIFICATION. Sublessee agrees and covenants to indemnify, hold harmless and defend Sublessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Sublessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Sublessor. 11. INSPECTION. Sublessee agrees to permit Sublessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Sublessor or its duly authorized agent any information in respect to the Aircraft and its use that Sublessor may reasonably request. 12. ASSIGNMENT. Sublessee shall not assign its rights under this Sublease or delegate its duties under this Sublease without the prior written consent of the Sublessor. Any sublease, if agreed to in writing by Sublessor, shall contain the same terms and conditions as this Sublease, and nothing therein shall relieve Sublessee of its liability to Sublessor hereunder. 13. INSURANCE. Sublessee shall at all times during the term of this Sublease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Sublessor; and the Sublessor, Sublessee and National City Bank, or any other lending institution designated by Sublessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $1,500,000.00. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with 3 Sublessor, Sublessee and National City Bank to be jointly listed as loss payees, as their interests may appear. C. Sublessee shall provide Sublessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Sublessee and Sublessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Sublessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. NO WARRANTIES OR REPRESENTATIONS. SUBLESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. SUBLESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND SUBLESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF SUBLESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. TITLE OF SUBLESSOR. Sublessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Sublease. 16. NOTICES. Service of all notices under this Sublease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. NO WAIVER OF BREACH. The failure of Sublessor or Sublessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Sublessor or Sublessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. TIME IS OF THE ESSENCE. Time is of the essence of this Sublease and each and every of its provisions herein. This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. GOVERNING LAWS. This Sublease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. DEFAULT. If Sublessee defaults in any terms, covenants and conditions of this Sublease, Sublessor at its option, upon ten (10) days' prior written notice to Sublessee, may elect to terminate this Sublease, and said Sublease shall be terminated at the end of said ten (10) day period unless Sublessee shall correct the default within said period. In the event of such 4 termination, Sublessee shall return said Aircraft to Sublessor at the place designated hereinbefore for return at the end of said Sublease term, and the Sublessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Sublessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Sublessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. INSOLVENCY OF SUBLESSEE. In the event of any act of insolvency by the Sublessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Sublessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Sublessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Sublessor, this Sublease may be terminated without prior notice. 22. NOTICE TO SUBLESSOR OF PROCEEDING. Sublessee shall furnish promptly to Sublessor notice of any material litigation that may be brought, or to the knowledge of Sublessee, threatened against Sublessee and will keep Sublessor continuously advised of any developments with respect thereto. Sublessee shall also give notice promptly to Sublessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Sublessee's licenses and/or operations. In the event the Sublessor should be required to engage the services of an attorney to collect any sums due to it by the Sublessee hereunder, or to enforce compliance by the Sublessee with any of the terms of this Sublease, or to recover possession of the Aircraft, either from the Sublessee or from some third party, the Sublessee shall pay to the Sublessor all reasonable attorneys' fees so incurred by the Sublessor, together with any and all other reasonable costs incurred by the Sublessor in connection with such action. 23. USE BY SUBLESSOR. Sublessor, with Sublessee's prior consent, may utilize the Aircraft under the following conditions: (i) Sublessee does not require use of the Aircraft at the time use thereof is requested by Sublessor; (ii) Sublessor shall reimburse Sublessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Sublessor, Sublessor shall provide Sublessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Sublessee pursuant to the Return Conditions section of this Agreement. 5 IN WITNESS WHEREOF, the parties have authorized this Sublease to be executed by their respective officers as of the day and year first written above. SUBLESSOR: AMERICAN TRANS AIR EXECUJET, INC. By ---------------------------------- Gordon D. Moebius, Secretary SUBLESSEE: AMERICAN TRANS AIR, INC. By ---------------------------------- Brian T. Hunt, Vice President and Secretary EX-99.9 11 ex99-9.txt HELICOPTER LEASE AGREEMENT - REG. NO. N116TV Exhibit 99.9 HELICOPTER LEASE AGREEMENT THIS HELICOPTER LEASE AGREEMENT (the "Lease") is made and entered into as of the 1st day of November 2002, by and between Betaco, Inc., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). Witnesseth: WHEREAS, Lessor desires to lease to Lessee a certain 1987 Bell 206L-3 LongRanger, Serial No. 51199, Registration No. N116TV, including engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Lessee desires to lease the Aircraft from Lessor. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. Term. Lessor hereby leases the Aircraft to the Lessee commencing on November 1, 2001, and said Lease shall continue through the 31st day of October 2005, unless sooner terminated or extended as herein provided. 2. Rental and Other Charges. A. The Lessee agrees to pay for the full term of this Lease a rental in the sum of Seven Thousand Three Hundred Fifty Dollars ($7,350.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Lessor at the above-stated address, or as otherwise directed by Lessor. B. In addition to the monthly payments set forth above, Lessee shall tender to Lessor the sum of Twenty-Two Thousand Four Hundred Dollars ($22,400.00), representing a security payment to be forfeited upon any breach of this Agreement by Lessee. 3. Termination. Upon termination of this Lease, Lessee shall return the Aircraft to Lessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition as when delivered to Lessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein. Lessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Lease, make the Aircraft available to Lessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Lessor, for the purpose of permitting Lessor to make an inspection of the Aircraft. At such inspection, Lessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Lessee's expense, and Lessee will, at its own expense and at Lessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Lease shall be deemed extended for the period required to enable Lessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Lessee does not proceed promptly to make such Correction, the Lessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Lessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Lessee to the Lessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Lessor shall have received payment in full for all loss or damage sustained by Lessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss, and Lessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Lease, this Lease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. Maintenance Reserves. Lessee shall pay to Lessor within ten (10) calendar days following the last day of each month (the "Prior Month") during the Term as a monthly reserve for maintenance of the engines, gear box and other parts an amount equal to the product of : (1) the number of flight hours of operation of the Aircraft for the Prior Month; and (ii) the hourly rate of $90.00 ("Maintenance Reserves"). In the event Lessee is obligated to perform an overhaul on the engines or other heavy maintenance on the Aircraft, then the Maintenance Reserves shall be used to cover Lessee's actual costs incurred in completing such work. Any amounts remaining in the Maintenance Reserves shall be retained by and become the property of Lessor upon expiration of this Lease. 5. Log Books and Records. Lessee shall maintain all log books and records pertaining to said Aircraft during the term of this Lease and will return and deliver said log books and records to Lessor upon return of said Aircraft to Lessor, and will during the term of this Lease, make them available for inspection by Lessor or its duly authorized agents or representatives. 6. Costs of Inspection, Directives, etc. Except as provided elsewhere in this Lease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Lessee and shall be performed at Lessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. Alterations and Modifications. Subject to the terms of this Lease, Lessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Lessor, provided that such alterations, modifications, additions or improvements are at Lessee's cost and do not reduce the value of the Aircraft. 8. Use of Aircraft. Lessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Lessor and paid by it, Lessee shall reimburse it therefor within ten (10) days after demand by Lessor. Lessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Lessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Lessor. 2 9. No Liens or Encumbrances. Lessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Lessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Lessee's default in the discharge of any such taxes, assessment or encumbrances, Lessor may do so at Lessee's expense and charge same to Lessee, and such cost and expense thereof shall become due and payable on demand of Lessor. Lessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Lessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Lessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Lessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Lessee's operation only and shall exclude such costs which relate to Lessor's interest, ownership or income from the Aircraft or from this Lease. 10. Indemnification. Lessee agrees and covenants to indemnify, hold harmless and defend Lessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Lessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Lessor. 11. Inspection. Lessee agrees to permit Lessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Lessor or its duly authorized agent any information in respect to the Aircraft and its use that Lessor may reasonably request. 12. Assignment. Lessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Lessor. Any sublease, if agreed to in writing by Lessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Lessee of its liability to Lessor hereunder. 13. Insurance. Lessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Lessor; and the Lessor, Lessee and National City Bank, or any other lending institution designated by Lessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $900,000. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Lessor, Lessee and National City Bank to be jointly listed as loss payees, as their interests may appear. C. Lessee shall provide Lessor with proof of the above insurance on demand. D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Lessee and Lessor, their agents or 3 employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Lessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. No Warranties or Representations. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. Title of Lessor. Lessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Lease. 16. Notices. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. No Waiver of Breach. The failure of Lessor or Lessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. Time is of the Essence. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. Governing Laws. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. Default. If Lessee defaults in any terms, covenants and conditions of this Lease, Lessor at its option, upon ten (10) days' prior written notice to Lessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Lessee shall correct the default within said period. In the event of such termination, Lessee shall return said Aircraft to Lessor at the place designated hereinbefore for return at the end of said Lease term, and the Lessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Lessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. 4 C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Lessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. Insolvency of Lessee. In the event of any act of insolvency by the Lessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Lessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Lessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Lessor, this Lease may be terminated without prior notice. 22. Notice to Lessor of Proceeding. Lessee shall furnish promptly to Lessor notice of any material litigation that may be brought, or to the knowledge of Lessee, threatened against Lessee and will keep Lessor continuously advised of any developments with respect thereto. Lessee shall also give notice promptly to Lessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Lessee's licenses and/or operations. In the event the Lessor should be required to engage the services of an attorney to collect any sums due to it by the Lessee hereunder, or to enforce compliance by the Lessee with any of the terms of this Lease, or to recover possession of the Aircraft, either from the Lessee or from some third party, the Lessee shall pay to the Lessor all reasonable attorneys' fees so incurred by the Lessor, together with any and all other reasonable costs incurred by the Lessor in connection with such action. 23. Use by Lessor. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Lessor, Lessor shall provide Lessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Lessee pursuant to the Return Conditions section of this Agreement. IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. LESSOR: BETACO, INC. By ------------------------------------- J. George Mikelsons, President 5 LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By ------------------------------------- Gordon D. Moebius, Secretary 6 EX-99.10 12 ex99-10.txt HELICOPTER LEASE AGREEMENT Exhibit 99.10 HELICOPTER LEASE AGREEMENT THIS HELICOPTER LEASE AGREEMENT (the "Lease") is made and entered into as of the 11th day of December 2001, by and between Betaco, Inc., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). Witnesseth: WHEREAS, Lessor desires to lease to Lessee a certain 1987 Bell 206L-3 LongRanger, Serial No. 51199, Registration No. N116TV, including engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Lessee desires to lease the Aircraft from Lessor. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. Term. Lessor hereby leases the Aircraft to the Lessee commencing on December 11, 2001, and said Lease shall continue through the 10th day of December 2003, unless sooner terminated or extended as herein provided. 2. Rental and Other Charges. A. The Lessee agrees to pay for the full term of this Lease a rental in the sum of Eleven Thousand Two Hundred Dollars ($11,200.00) per month in advance. Said rental shall be paid on or before the first business day of each calendar month to Lessor at the above-stated address, or as otherwise directed by Lessor. B. In addition to the monthly payments set forth above, Lessee shall tender to Lessor the sum of Twenty-Two Thousand Four Hundred Dollars ($22,400.00), representing a security payment to be forfeited upon any breach of this Agreement by Lessee. 3. Termination. Upon termination of this Lease, Lessee shall return the Aircraft to Lessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition as when delivered to Lessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein. Lessee shall, not less than one (1) day or more than four (4) days prior to the termination of the Lease, make the Aircraft available to Lessor at Indianapolis, Indiana, or at such other airport as shall be agreeable to Lessor, for the purpose of permitting Lessor to make an inspection of the Aircraft. At such inspection, Lessor shall be entitled to an acceptance flight check of not more than one hour's duration, at Lessee's expense, and Lessee will, at its own expense and at Lessor's request, correct any condition of said Aircraft discovered on such acceptance check, which condition makes the Aircraft unairworthy. In the event rehabilitation and repairs are necessary to return the Aircraft in the prescribed condition, the terms of this Lease shall be deemed extended for the period required to enable Lessee to make such rehabilitation, repairs and correction (herein referred to as "Correction"). In the event the Lessee does not proceed promptly to make such Correction, the Lessor may retake possession of the Aircraft and rental shall thereafter continue to be payable to the Lessor for the period reasonably required for the making of such Correction. Rent shall be paid by the Lessee to the Lessor on a pro-rata basis per day for such additional periods. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Lessor shall have received payment in full for all loss or damage sustained by Lessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss, and Lessee shall be obligated to pay only the pro-rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the Aircraft goes beyond the termination date of the Lease, this Lease shall be extended to provide sufficient time to repair the Aircraft, and full rental shall be paid during this extended period. 4. Maintenance Reserves. Lessee shall pay to Lessor within ten (10) calendar days following the last day of each month (the "Prior Month") during the Term as a monthly reserve for maintenance of the engines, gear box and other parts an amount equal to the product of : (1) the number of flight hours of operation of the Aircraft for the Prior Month; and (ii) the hourly rate of $90.00 ("Maintenance Reserves"). In the event Lessee is obligated to perform an overhaul on the engines or other heavy maintenance on the Aircraft, then the Maintenance Reserves shall be used to cover Lessee's actual costs incurred in completing such work. Any amounts remaining in the Maintenance Reserves shall be retained by and become the property of Lessor upon expiration of this Lease. 5. Log Books and Records. Lessee shall maintain all log books and records pertaining to said Aircraft during the term of this Lease and will return and deliver said log books and records to Lessor upon return of said Aircraft to Lessor, and will during the term of this Lease, make them available for inspection by Lessor or its duly authorized agents or representatives. 6. Costs of Inspection, Directives, etc. Except as provided elsewhere in this Lease, all inspections, repairs, modifications, directives and overhaul work shall be accomplished by the Lessee and shall be performed at Lessee's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 7. Alterations and Modifications. Subject to the terms of this Lease, Lessee shall have the right to alter, modify or make additions and improvements to the Aircraft after having obtained the prior consent of Lessor, provided that such alterations, modifications, additions or improvements are at Lessee's cost and do not reduce the value of the Aircraft. 8. Use of Aircraft. Lessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications, with the exceptions as stated in the following paragraph; provided, however, that it shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Lessor and paid by it, Lessee shall reimburse it therefor within ten (10) days after demand by Lessor. Lessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Lessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Lessor. 2 9. No Liens or Encumbrances. Lessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Lessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Lessee's default in the discharge of any such taxes, assessment or encumbrances, Lessor may do so at Lessee's expense and charge same to Lessee, and such cost and expense thereof shall become due and payable on demand of Lessor. Lessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Lessee shall have responsibility for and shall promptly, on a pro-rata basis, reimburse Lessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Lessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Lessee's operation only and shall exclude such costs which relate to Lessor's interest, ownership or income from the Aircraft or from this Lease. 10. Indemnification. Lessee agrees and covenants to indemnify, hold harmless and defend Lessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Lessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Lessor. 11. Inspection. Lessee agrees to permit Lessor or its duly authorized agent to inspect the Aircraft at any reasonable time, and to furnish to Lessor or its duly authorized agent any information in respect to the Aircraft and its use that Lessor may reasonably request. 12. Assignment. Lessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Lessor. Any sublease, if agreed to in writing by Lessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Lessee of its liability to Lessor hereunder. 13. Insurance. Lessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to Lessor; and the Lessor, Lessee and National City Bank, or any other lending institution designated by Lessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than One Hundred Million Dollars ($100,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $900,000. B. Casualty insurance (including coverage for fire, theft and weather damage) for not less than Five Hundred Thousand Dollars ($500,000.00), with Lessor, Lessee and First of America - Indiana to be jointly listed as loss payees, as their interests may appear. C. Lessee shall provide Lessor with proof of the above insurance on demand. 3 D. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Lessee and Lessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. E. Lessee agrees to pay the cost of carrying and maintaining insurance on the Aircraft. 14. No Warranties or Representations. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. 15. Title of Lessor. Lessor warrants that it has sufficient title to said Aircraft and has the right and power to enter into this Lease. 16. Notices. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 17. No Waiver of Breach. The failure of Lessor or Lessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Lessor or Lessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 18. Time is of the Essence. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 19. Governing Laws. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 20. Default. If Lessee defaults in any terms, covenants and conditions of this Lease, Lessor at its option, upon ten (10) days' prior written notice to Lessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Lessee shall correct the default within said period. In the event of such termination, Lessee shall return said Aircraft to Lessor at the place designated hereinbefore for return at the end of said Lease term, and the Lessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Lessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. 4 C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Lessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 21. Insolvency of Lessee. In the event of any act of insolvency by the Lessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Lessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event, Lessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Lessor, this Lease may be terminated without prior notice. 22. Notice to Lessor of Proceeding. Lessee shall furnish promptly to Lessor notice of any material litigation that may be brought, or to the knowledge of Lessee, threatened against Lessee and will keep Lessor continuously advised of any developments with respect thereto. Lessee shall also give notice promptly to Lessor of all proceedings before any governmental agency which, if adversely determined, would materially and adversely affect Lessee's licenses and/or operations. In the event the Lessor should be required to engage the services of an attorney to collect any sums due to it by the Lessee hereunder, or to enforce compliance by the Lessee with any of the terms of this Lease, or to recover possession of the Aircraft, either from the Lessee or from some third party, the Lessee shall pay to the Lessor all reasonable attorneys' fees so incurred by the Lessor, together with any and all other reasonable costs incurred by the Lessor in connection with such action. 23. Use by Lessor. Lessor, with Lessee's prior consent, may utilize the Aircraft under the following conditions: (i) Lessee does not require use of the Aircraft at the time use thereof is requested by Lessor; (ii) Lessor shall reimburse Lessee for all actual costs of such usage, including but not limited to fuel and landing fees; and (iii) for each Aircraft flight hour flown by Lessor, Lessor shall provide Lessee with a "flight hours credit" or an equivalent "dollar credit" (at the industry standard hourly rate) to be utilized by Lessee pursuant to the Return Conditions section of this Agreement. IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. LESSOR: BETACO, INC. By ------------------------------------- J. George Mikelsons, President 5 LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By ------------------------------------- Gordon D. Moebius, Secretary 6 EX-99.11 13 ex99-11.txt HELICOPTER LEASE AGREEMENT BELL 2065 JET RANGER III HELICOPTER LEASE AGREEMENT THIS HELICOPTER LEASE AGREEMENT (the "LEASE"), made and entered into as of the 14th day of September, 1989, by and between BETACO, INC., a Delaware corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "LESSOR"), and AMERICAN TRANS AIR, INC., an Indiana corporation, with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "LESSEE"). W I T N E S S E T Hi WHEREAS, LESSOR desires to LEASE to LESSEE a certain Hell 206B Jet Ranger III Helicopter, Serial No. 3267, Registration No. N39085, including the Allison 250C- 208 engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "AIRCRAFT"); and WHEREAS, LESSEE desires to lease the AIRCRAFT from LESSOR; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. TERM LESSOR does hereby lease AIRCRAFT to the LESSEE and said LEASE of said AIRCRAFT shall commence on the 14th day of September, 1989, and shall continue indefinitely thereafter subject to cancellation by either party on not less than six months' prior written notice. 2. RENTAL AND OTHER CHARGES The LESSEE agrees to pay for the full term of this LEASE for the above-described AIRCRAFT as follows: A. The sum of Seven Thousand Dollars ($7,000.00) per month in advance for each month during the term hereof. B. Said rental sums shall be paid on or before the first business day of each calendar month to LESSOR at the above-stated address, or as otherwise directed by LESSOR. The first monthly payment shall be due on or before October 1, 1989, which payment shall include the pro rata amount due for September, 1989. C. In addition to the above, Lessee shall make a security deposit with Lessor equal to one month's rent. Such payment shall be made on or before October 1, 1989. D. The AIRCRAFT will have a current U.S. registration and U.S. Certificate of Airworthiness and will have all applicable current mandatory airworthiness directives performed on it. 4. TERMINATION Upon termination of this LEASE, LESSEE shall return the AIRCRAFT to LESSOR at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the AIRCRAFT shall be in the same condition as when delivered to LESSEE, and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use subject to the provisions herein. LESSEE shall, not less than one (1) day or more than four (4) days prior to the termination of the LEASE, make the AIRCRAFT available to LESSOR at Indianapolis, Indiana, or at such other airport as shall be agreeable to LESSOR, for the purpose of permitting LESSOR to make an inspection of the AIRCRAFT. At such inspection, LESSOR shall be entitled to an acceptance flight check of not more than one hour's duration, at LESSEE'S expense, and LESSEE will at its own expense and at LESSOR'S request, correct any condition of said AIRCRAFT discovered on such acceptance check, which condition makes the AIRCRAFT unairworthy. In the event rehabilitation and repairs are necessary to return the AIRCRAFT to the prescribed condition, the terms of this LEASE shall be deemed extended for the period required to enable LESSEE to make such rehabilitation, repairs, and correction (herein referred to as "Correction"). In the event the LESSEE does not proceed promptly to make such Correction, the LESSOR may retake possession. of the AIRCRAFT and rental shall thereafter continue to be payable to the LESSEE for the period reasonably required for the making of such Correction. Rent shall be paid by the LESSEE to the LESSOR on a pro-rata basis per day for such additional periods. In the event the AIRCRAFT during the term of this LEASE should be lost or totally destroyed and LESSOR shall have received payment in full for all loss or damage sustained by LESSOR by reason of said total destruction, then this LEASE shall automatically be cancelled and terminated as of the date of such loss and LESSEE shall be obligated to pay only the pro rata rental due to the date of such loss. In the event of a partial loss, the rental shall be unabated, and if the time necessary to repair the AIRCRAFT goes beyond the termination date of the LEASE, this LEASE shall be extended to provide sufficient time to repair the AIRCRAFT and full rental shall be paid during this extended period. 5. MAINTENANCE AND OTHER EXPENSES LESSEE shall, at LESSEE's sole cost and expense, perform all required maintenance on the AIRCRAFT during the term hereof. -2- 6. LOG BOOKS AND RECORDS LESSEE shall maintain all log books and records pertaining to said AIRCRAFT during the term of this LEASE and will return and deliver said log books and records to LESSOR upon return of said AIRCRAFT to LESSOR, and will during the term of this LEASE make them available for inspection by LESSOR or its duly authorized agents or representatives. 7. COSTS OF INSPECTION, DIRECTIVES, ETC. Except as provided elsewhere in this LEASE, all inspection, repairs, modifications, directives and overhaul work shall be accomplished by the LESSEE and shall be performed at LESSEE's expense by personnel duly licensed to perform such work and shall be in accordance with the standards of the manufacturer and with all applicable governmental regulations. 8. ALTERATIONS AND MODIFICATIONS Subject to the terms of this LEASE, LESSEE shall have the right to alter, modify or make additions and improvements to the AIRCRAFT after having obtained the prior consent of LESSOR, provided that such alterations, modifications, additions, or improvements do not reduce the value of the AIRCRAFT. 9. USE OF AIRCRAFT LESSEE may operate the AIRCRAFT only by pilots holding valid Federal Aviation licenses, certificates and qualifications, and shall not use the AIRCRAFT in violation of any foreign, federal, state, territorial, or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon LESSOR and paid by it, LESSEE shall reimburse it therefore within ten (10) days after demand by LESSOR. LESSEE agrees that in the event of seizure of the AIRCRAFT under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the LESSOR for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure post bond in such amount and with such terms as shall be required to cause the immediate release of the AIRCRAFT of LESSOR. 10. NO LIENS OR ENCUMBRANCES LESSEE shall have no right to consent to, allow, or permit any liens or encumbrances on the AIRCRAFT. LESSEE shall promptly pay and discharge all taxes, assessments, and governmental charges or levies imposed upon the AIRCRAFT. Upon LESSEE's default in the discharge of any such taxes, assessments or encumbrances, LESSOR may -3- do so at LESSEE'S expense and charge same to LESSEE, and such cost and expense thereof shall become due and payable on demand of LESSOR. LESSEE shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the AIRCRAFT, subject to LESSOR'S responsibilities as noted in paragraph 5 above, including excise taxes, gasoline taxes, licensing fees, landing fees, or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. LESSEE shall have responsibility for and shall promptly, on a pro rata basis, reimburse LESSOR for Federal use taxes incurred by the AIRCRAFT during the term of this LEASE. The taxes, levies and charges which LESSEE undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of LESSEE'S operation only and shall exclude such costs which relate to LESSOR'S interest, ownership or income from the AIRCRAFT or from this LEASE. 11. INDEMNIFICATION LESSEE agrees and covenants to indemnify, hold harmless and defend LESSOR, its directors, officers, agents and employees and any mortgagees of the AIRCRAFT against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the AIRCRAFT by LESSEE and/or its sublessees, bailees, agents, or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of LESSOR. 12. INSPECTION LESSEE agrees to permit LESSOR or its duly authorized agent to inspect the AIRCRAFT at any reasonable time, and to furnish to LESSOR or its duly authorized agent any information in respect to the AIRCRAFT and its use that LESSOR may reasonably request. 13. ASSIGNMENT LESSEES shall not assign its rights under this LEASE or delegate its duties under this LEASE without the prior written consent of the LESSOR. Any sublease, if agreed to in writing by LESSOR, shall contain the same terms and conditions as this LEASE, and nothing therein shall relieve LESSEE of its liability to LESSOR hereunder. 14. INSURANCE LESSOR shall at all times during the term of this LEASE and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be satisfactory to LESSEE; and the LESSOR, LESSEE and First of America - Indianapolis, or any other -4- lending institution designated by LESSOR, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than Fifty Million Dollars ($50,000,000.00) per occurrence. B. LESSOR shall provide LESSEE with proof of the above insurance on demand. C. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, LESSEE and LESSOR, their agents, or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. D. LESSEE agrees to pay the cost of carrying and maintaining insurance on the AIRCRAFT subject to the reimbursement provisions of paragraph 5 above. 15. 90 WARRANTIES OR REPRESENTATIONS LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE ?OR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. NOTHING HEREUNDER SHALL EXCLUDE LESSOR'S OBLIGATIONS UNDER ITS EXPRESS REPRESENTATIONS AND UNDERTAKINGS OF THIS LEASE AGREEMENT. 16. TITLE OF LESSOR LESSOR warrants that it has sufficient title to said AIRCRAFT and has the right and power to enter into this LEASE. 17. NOTICES Service of all notices under this LEASE shall be sufficient if given in writing and delivered personally to the parties subscribing below, or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. -5- 18. NO WAIVER OF BREACH The failure of LESSOR or LESSEE instances to insist upon strict performance more of the covenants or conditions hereof, or to remedy, privilege or option herein conferred upon LESSOR or LESSEE, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option, or remedy, but the same shall continue in full force and effect. 19. TIME IS OF THE ESSENCE Time is of the essence of this LEASE and each and every, of its provisions herein. This LEASE shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 20. GOVERNING LAWS This LEASE, regardless of where construed and performance shall be determined laws of the State of Indiana. 21. DEFAULT If LESSEE defaults in any terms, covenants and conditions of this LEASE, LESSOR at its option, upon ten (10) days' prior written notice to LESSEE, may elect to terminate this LEASE, and said LEASE shall be terminated at the end of said ten (10) day period unless LESSEE shall correct the default within said period. In the event of such termination, LESSEE shall return said AIRCRAFT to LESSOR at the place designated hereinbefore for return at the end of said LEASE term, and the LESSOR shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to LESSEE. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the AIRCRAFT. C. To take possession of the AIRCRAFT without further demand or notice wherever same may be located, without any court Order or other process of law and LESSEE hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. -6- 22. INSOLVENCY OF LESSEE In the event of any act of insolvency by the LESSEE, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the LESSEE shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event LESSOR shall have and may exercise any one or more of the remedies set forth herein, and at the option of LESSOR, this LEASE may be terminated without prior notice. IN WITNESS WHEREOF, the parties have authorized this LEASE to be executed by their respective officers as of the day and year first-above written. LESSOR: BETACO, INC. By ---------------------------------- J. George Mikelsons, President LESSEE: AMERICAN TRANS AIR, INC. By ---------------------------------- Larry D. McEnroe, Secretary EX-99.12 14 ex99-12.txt 4TH AMENDMENT - LEASE AGREEMENT Exhibit 99.11 FOURTH AMENDMENT TO BELL 206B JETRANGER III HELICOPTER LEASE AGREEMENT This Fourth Amendment to Bell 206B JetRanger III Lease Agreement (the "Fourth Amendment") is made and entered into as of this 15th day of June 1998, by and between Betaco, Inc., a Delaware corporation ("Lessor"), and American Trans Air, Inc., an Indiana corporation ("Lessee"). Recitals A. On September 14, 1989, the parties entered into a Bell 206B JetRanger III Helicopter Lease Agreement (the "Lease Agreement") regarding Lessor's lease of a certain Bell 206B JetRanger III helicopter, Serial No. 3267, Registration No. N39085 (the "Aircraft") to Lessee. B. The Lease Agreement was amended, among other times, on June 15, 1993, pursuant to a Second Amendment to Bell 206B JetRanger III Helicopter Lease Agreement. The purpose of the Second Amendment was to extend the term of the Lease Agreement to June 14, 1998. C. The parties now desire to modify the term provisions of the Lease Agreement. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Section 1, "Term," of the Lease Agreement shall be deleted and shall be replaced in its entirety by the following: "1. Term. The Term of this Lease shall commence on the date hereof and remain in effect through and including June 14, 2003." 2. All other terms and conditions of the Lease Agreement, as amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have authorized this Fourth Amendment to be executed by their respective officers as of the day and year first above written. BETACO, INC. By ------------------------------------- J. George Mikelsons, President AMERICAN TRANS AIR, INC. By ------------------------------------- Brian T. Hunt, Secretary EX-99.13 15 ex99-13.txt 5TH AMENDMENT - LEASE AGREEMENT Exhibit 99.12 FIFTH AMENDMENT TO BELL 206B JETRANGER III HELICOPTER LEASE AGREEMENT This Fifth Amendment to Bell 206B JetRanger III Lease Agreement (the "Fifth Amendment") is made and entered into as of this 1st day of November 2002, by and between Betaco, Inc., a Delaware corporation ("Lessor"), and American Trans Air, Inc., an Indiana corporation ("Lessee"). Recitals A. On September 14, 1989, the parties entered into a Bell 206B JetRanger III Helicopter Lease Agreement (the "Lease Agreement") regarding Lessor's lease of a certain Bell 206B JetRanger III helicopter, Serial No. 3267, Registration No. N39085 (the "Aircraft") to Lessee. B. The Lease Agreement was amended several times to extend the term of the Lease Agreement and/or to modify the rental amount. C. The parties now desire to modify the term and rental provisions of the Lease Agreement. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Section 1, "Term," of the Lease Agreement shall be deleted and shall be replaced in its entirety by the following: "1. Term. The Term of this Lease shall commence on the date hereof and remain in effect through and including November 1, 2005." 2. Section 2A of the Lease Agreement, "Rental and Other Charges," shall be deleted and shall be replaced in its entirety by the following: "A. The sum of Three Thousand Five Hundred Dollars ($3,500.00) per month in advance for each month during the term hereof." 3. All other terms and conditions of the Lease Agreement, as amended, shall remain in full force and effect. 2 IN WITNESS WHEREOF, the parties have authorized this Fifth Amendment to be executed by their respective officers as of the day and year first above written. BETACO, INC. By ------------------------------------- J. George Mikelsons, President AMERICAN TRANS AIR, INC. By ------------------------------------- Brian T. Hunt, Secretary EX-99.14 16 ex99-14.txt AIRCRAFT SUBLEASE AGREEMENT Exhibit 99.13 AIRCRAFT SUBLEASE AGREEMENT THIS AIRCRAFT SUBLEASE AGREEMENT (the "Sublease") is made and entered into as of the 11th day of December 1998, by and between American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Sublessor") and American Trans Air, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Sublessee"). Witnesseth: WHEREAS, Sublessor desires to lease to Sublessee a certain 1992 Beech A36 Bonanza, Serial No. E-2728, Registration No. 8072D, including the engine and other appliances, communications equipment, accessories, instruments, parts and other items of equipment installed therein and all logs and records pertaining thereto (the "Aircraft"); and WHEREAS, Sublessee desires to lease the Aircraft from Sublessor on a non-exclusive, when and as-available basis. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. Lease. Sublessor hereby subleases the Aircraft to Sublessee, on a non-exclusive, when and as-available basis. Sublessor agrees to make the Aircraft available to Sublessee when the Aircraft is not being utilized by Sublessor. 2. Term. The term of the Lease of the Aircraft shall commence on the 11th day of December 1998, and shall continue through and including December 10, 2000. 3. Rental and Other Charges. The Sublessee agrees to pay rent for the above-described Aircraft as follows: A. The sum of Ten Dollars ($10.00). B. In addition to the above, Sublessee shall pay Sublessor $55.00 per flight hour for every flight hour Sublessee utilizes the Aircraft. Sublessor shall invoice Sublessee on a monthly basis for such utilization and Sublessee shall pay said invoice within 30 days of its receipt. C. Sublessor reserves the right to increase the flight hour rate set forth in (B) above to reimburse Sublessor for any increases in the costs associated with aircraft operations (e.g., direct costs, fees) and engine overhauls and Aircraft inspections, including annual inspections, unscheduled inspections and inspections conducted on a quarterly basis. D. Sublessee shall also pay a portion of the insurance premiums for the Aircraft as described in Section 10. 4. Termination. Upon termination of this Lease, Sublessee shall return the Aircraft to Sublessor at Indianapolis, Indiana, or at some other point to be mutually agreed. Upon such return, the Aircraft shall be in the same condition as when delivered to Sublessee and equipped with the same or better equipment, except for reasonable wear and tear for ordinary use, subject to the provisions herein. In the event the Aircraft during the term of this Lease should be lost or totally destroyed and Sublessor shall have received payment in full for all loss or damage sustained by Sublessor by reason of said total destruction, then this Lease shall automatically be cancelled and terminated as of the date of such loss. 5. Log Books and Records. Sublessee shall maintain all log books and records pertaining to said Aircraft when Sublessee utilizes said Aircraft and will return and deliver said log books and records to Sublessor upon return of said Aircraft to Sublessor. 6. Use of Aircraft. Sublessee may operate the Aircraft only by pilots holding valid Federal Aviation licenses, certificates and qualifications and shall not use the Aircraft in violation of any foreign, federal, state, territorial or municipal law or regulation and shall be solely responsible for any fines, penalties or forfeitures and taxes occasioned by any violation thereof, and if such fines or penalties are imposed upon Sublessor and paid by it, Sublessee shall reimburse it therefor within ten (10) days after demand by Sublessor. Sublessee agrees that in the event of seizure of the Aircraft under the provisions of Title 49 of the United States Code, Section 1473, it will indemnify the Sublessor for the payment of any civil penalty assessed under such title and section and shall, in the event of such seizure, post bond in such amount and with such terms as shall be required to cause the immediate release of the Aircraft to Sublessor. 7. No Liens or Encumbrances. Sublessee shall have no right to consent to, allow or permit any liens or encumbrances on the Aircraft. Sublessee shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Aircraft. Upon Sublessee's default in the discharge of any such taxes, assessment or encumbrances, Sublessor may do so at Sublessee's expense and charge same to Sublessee, and such cost and expense thereof shall become due and payable on demand of Sublessor. Sublessee shall have absolute control, direction and responsibility for, and shall bear and pay all costs of operating and maintaining the Aircraft when it utilizes the Aircraft, including excise taxes, gasoline taxes, licensing fees, landing fees or any other airport fees, or any other operating expenses of whatever nature and kind as set out herein. Sublessee shall have responsibility for and shall promptly, on a pro rata basis, reimburse Sublessor for Federal use taxes incurred by the Aircraft during the term of this Lease. The taxes, levies and charges which Sublessee undertakes to pay under this paragraph are, except with respect to the Federal use tax, limited to those arising out of Sublessee's operation only and shall exclude such costs which relate to Sublessor's interest, ownership or income from the Aircraft or from this Lease. 8. Indemnification. Sublessee agrees and covenants to indemnify, hold harmless and defend Sublessor, its directors, officers, agents and employees and any mortgagees of the Aircraft against any and all expenses, loss or damages, including reasonable attorneys' fees, caused by or arising out of, in whole or in part, the possession, management or operation of the Aircraft by Sublessee and/or its sublessees, bailees, agents or representatives. The expenses, loss or damages referred to in this paragraph do not include loss of earnings or income of Sublessor. 9. Assignment. Sublessee shall not assign its rights under this Lease or delegate its duties under this Lease without the prior written consent of the Sublessor. Any sublease, if agreed to in writing by Sublessor, shall contain the same terms and conditions as this Lease, and nothing therein shall relieve Sublessee of its liability to Sublessor hereunder. 10. Insurance. Sublessee shall at all times during the term of this Lease and any extensions thereof, carry and maintain insurance with such insurers and brokers as shall be 2 satisfactory to Sublessor; and the Sublessor, Sublessee and Bank One, or any other lending institution designated by Sublessor, shall be named as loss payees as their interests may appear in the following amounts: A. General liability insurance of not less than Fifty Million Dollars ($50,000,000.00) per occurrence and hull insurance covering all risks in an amount not less than $340,000. B. Sublessee shall provide Sublessor with proof of the above insurance on demand. C. In the event of the occurrence of any loss or accident affecting the rights of either party under said insurance policies, Sublessee and Sublessor, their agents or employees shall comply with all the terms and conditions of said insurance policies and do all things necessary or proper to protect and preserve the other party's rights as named insured on said policies. After the conclusion of the Insurance Year (i.e., 10/1-9/30) and each subsequent Insurance Year, Sublessor and Sublessee shall perform a reconciliation of the actual flight hours flown by each party on the Aircraft and shall determine the actual portion of the insurance premiums to be paid by each. Thereafter, Sublessee shall make the appropriate payment to Sublessor to reimburse Sublessor for payment of insurance premiums. 11. No Warranties or Representations. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE RESULTING THEREFROM. NOTHING HEREUNDER SHALL EXCLUDE LESSOR'S OBLIGATIONS UNDER ITS EXPRESS REPRESENTATIONS AND UNDERTAKINGS OF THIS LEASE AGREEMENT. 12. Title of Sublessor. Sublessor warrants that it has the right and power to enter into this Lease. 13. Notices. Service of all notices under this Lease shall be sufficient if given in writing and delivered personally to the parties subscribing below or sent by certified mail to the parties at their addresses herein above set forth, or at such addresses as the parties may provide for in writing from time to time. 14. No Waiver of Breach. The failure of Sublessor or Sublessee in any one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege or option herein conferred upon or reserved to Sublessor or Sublessee, shall not be construed as a waiver of any future breach of any covenants or conditions or of the right to enforce the same or to exercise such privilege, option or remedy, but the same shall continue in full force and effect. 15. Time is of the Essence. Time is of the essence of this Lease and each and every of its provisions herein. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3 16. Governing Laws. This Lease, regardless of where executed, shall be construed and performance shall be determined in accordance with the laws of the State of Indiana. 17. Default. If Sublessee defaults in any terms, covenants and conditions of this Lease, Sublessor at its option, upon ten (10) days' prior written notice to Sublessee, may elect to terminate this Lease, and said Lease shall be terminated at the end of said ten (10) day period unless Sublessee shall correct the default within said period. In the event of such termination, Sublessee shall return said Aircraft to Sublessor at the place designated hereinbefore for return at the end of said Lease term, and the Sublessor shall further have the right: A. To declare the entire amount of rent hereunder immediately due and payable without further notice or demand to Sublessee. B. To sue for and recover all rents and other payments it has accrued or will thereafter accrue with respect to the Aircraft. C. To take possession of the Aircraft without further demand or notice wherever same may be located, without any Court Order or other process of law, and Sublessee hereby waives any and all damages occasioned by said possession. D. To pursue any other remedy either in law or equity. 18. Insolvency of Sublessee. In the event of any act of insolvency by the Sublessee, including the application for or consent to the appointment of a receiver, trustee or liquidator for all or for a substantial part of its assets; or if the Sublessee shall be unable, or admit in writing its inability to pay its debts as they mature; or make a general assignment for the benefit of creditors; or be adjudicated as bankrupt or insolvent; or file a voluntary petition in bankruptcy or pa petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law; or file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding; or take any action under the laws of any applicable jurisdiction analogous to any of the foregoing; or if corporate action shall be taken by it for the purpose of effecting any of the foregoing, then and in that event Sublessor shall have and may exercise any one or more of the remedies set forth herein, and at the option of Sublessor, this lease may be terminated without prior notice. IN WITNESS WHEREOF, the parties have authorized this Lease to be executed by their respective officers as of the day and year first written above. SUBLESSEE: AMERICAN TRANS AIR, INC. By ------------------------------------- Brian T. Hunt, Secretary SUBLESSOR: AMERICAN TRANS AIR EXECUJET, INC. By ------------------------------------- Gordon D. Moebius, Secretary 4 EX-99.15 17 ex99-15.txt 2ND AMENDMENT - AIRCRAFT SUBLEASE AGREEMENT Exhibit 99.14 SECOND AMENDMENT TO AIRCRAFT LEASE AGREEMENT THIS SECOND AMENDMENT TO AIRCRAFT LEASE AGREEMENT ("Second Amendment") is made and entered into as of the 11th day of December 2000, by and between Delta Aviation, LLC, an Indiana limited liability corporation whose mailing address is P.O. Box 51609, Indianapolis, Indiana 46251 (hereinafter referred to as "Lessor"), and American Trans Air ExecuJet, Inc., an Indiana corporation with its office at 7337 West Washington Street, Indianapolis, Indiana 46231 (hereinafter referred to as "Lessee"). Witnesseth: WHEREAS, Lessor and Lessee entered into an Aircraft Lease Agreement as of the 11th day of December 1998 (the "Lease"), and a First Amendment to Aircraft Lease Agreement as of the 1st day of September 1999; and WHEREAS, Lessor and Lessee desire to further amend the Lease as set forth herein. Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 1. New Term. Section 2 of the Lease is hereby amended to read as follows: The term of the Lease of the Aircraft shall commence on the 11th day of December 2000 and shall continue through and including December 10, 2002. 2. Other Sections of Lease. Except as modified in Section 1 of this Second Amendment, the Lease shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have authorized this Second Amendment to be executed by their respective officers as of the day and year first written above. LESSOR: DELTA AVIATION, LLC By ------------------------------------- James W. Hlavacek, President LESSEE: AMERICAN TRANS AIR EXECUJET, INC. By ------------------------------------- Gordon D. Moebius, Secretary -----END PRIVACY-ENHANCED MESSAGE-----