Treasury Loan Application Form for Air Carriers and Cert

OMB Approved No. 1505-0263

Expiration Date: 09/30/2020

TREASURY LOAN APPLICATION FORM

for Air Carriers and Certain Eligible Businesses

April 8, 2020

This application is for loans from the U.S. Department of the Treasury to (1) passenger air carriers; (2) cargo air carriers; (3) eligible businesses that are certified under 14 CFR part 145 and approved to perform inspection, repair, replacement, or overhaul services (“Part-145 certified repair station operators”); and (4) and ticket agents as defined in 49 U.S.C. § 40102 (“ticket agents”) (collectively, “Borrowers”).

To receive approval of their applications as soon as possible, applicants should submit their completed application materials not later than 5:00 p.m. EDT on April 17, 2020. Applications received after 5:00 p.m. EDT on April 17 will be considered, but may not receive approval as quickly. Applications received after 11:59 p.m. EDT on [April 30], 2020, may not be considered, but the Secretary of the Treasury may, in his discretion and subject to the availability of funds, consider such applications for approval.

Terms used but not defined herein have the meanings set forth in Division A, Title IV, Subtitle A of the Coronavirus Aid, Relief and Economic Security Act (Pub. L. 116-136, Mar. 27, 2020) (the “Act”), or in the Procedures and Minimum Requirements for Loans to Air Carriers and Eligible Businesses and National Security Businesses under Division A, Title IV, Subtitle A of the Act, as updated from time to time, issued by the Treasury Department (the “Procedures”).

BORROWER INFORMATION

• Borrower’s Name [Alphanumeric Field]

• Borrower’s Taxpayer ID Number [Alphanumeric Field]

• Borrower’s DUNS Number [Alphanumeric Field]

• Borrower’s Address [Alphanumeric Field]

• Authorized Representative’s Name [Alphanumeric Field]

• Authorized Representative’s Title [Alphanumeric Field]

• Authorized Representative’s Phone [Alphanumeric Field]

• Authorized Representative’s E-mail [Alphanumeric Field]

Provide a general description of the Borrower’s corporate structure, including type of entity (e.g., corporation, LLC, partnership), and whether the Borrower’s common stock is publicly traded.

• Corporate Form [Alphanumeric Field]

• Ownership of Common Stock (choose one)

• Public [Selection Box]

• Private [Selection Box]

• Borrower’s Jurisdiction of Organization or Formation [Alphanumeric Field]

• Names and Jurisdictions of Organization or Formation of Parent Companies and Material Affiliates (i.e., companies that control, are controlled by, or are under common control with the Borrower) (if applicable) [Alphanumeric Field for One or More Names of Companies]

• Top-Level Parent’s Company’s Jurisdiction of Organization or Formation (if applicable) [Alphanumeric Field]

• Amount of Loan Request [Numerical Field]

BORROWER TYPE

Type of Borrower (choose one):

• Passenger Air Carrier [Selection Box]

• Cargo Air Carrier [Selection Box]

• Part-145 Certified Repair Station Operator [Selection Box]

• Ticket Agent [Selection Box]

Did the Borrower receive or apply for, or does the Borrower expect to apply for, payroll support under Division A, Title IV, Subtitle B of the Act?

• Y/N [Selection Boxes]

Did the Borrower receive or apply for, or does the Borrower expect to apply for, loans provided or guaranteed pursuant to other programs under the Act?

• Y/N [Selection Boxes]

For any Borrower that is a Part 145-certified repair station operator or a ticket agent, describe any other loan or other financial assistance under the Act received by the Borrower or for which the Borrower has applied or intends to apply.

• [Alphanumeric Field]

If the Borrower is a Part 145-certified repair station operator, provide the certificate number.

• Certificate Number [Alphanumeric Field]

DEBT, ASSETS, AND EQUITY

Debt. Provide, or attach as a separate document, a description of the Borrower’s outstanding secured and unsecured debt, including (1) type of debt (e.g., debt securities, notes, loans, and bank lines of credit); (2) amount of each type of debt outstanding; (3) seniority and lien ranking (if applicable); (4) maturity dates; and (5) for lines of credit, available undrawn commitments.

• Outstanding Debt [applicant must either complete Alphanumeric Field or File Selection and Upload Function]

• Total Debt Currently Outstanding [Numeric Field]

• Total Debt Commitments Currently Available [Numeric Field]

Intercompany Debt and Guarantees. Provide a description of the existing intercompany debt and guarantee arrangements involving the Borrower or any of its subsidiaries, with amounts currently outstanding.

• Intercompany Debt and Guarantees [Alphanumeric Field]

Restrictions on Indebtedness. Describe any contractual or similar restrictions on the ability of the Borrower, or any of its subsidiaries, to incur additional indebtedness.

• Restrictions on Indebtedness [Alphanumeric Field]

Restrictions on Collateral. Provide a description of any contractual or other restrictions on the ability of the Borrower, or any of its subsidiaries, to grant additional security interests in collateral.

• Restrictions on Collateral [Alphanumeric Field]

• Does the Borrower have a judgment lien against the Borrower’s property for a debt owed to the United States? [Yes/No]

Debt Service. Provide, for the Borrower and its subsidiaries on a consolidated basis, the amounts of principal and interest currently scheduled to be paid on outstanding debt for the next 3 years.

• 2020 [Numeric Field]

• 2021 [Numeric Field]

• 2022 [Numeric Field]

Assets. Provide the total assets of the Borrower as of December 31, 2019.

• Total Assets [Numeric Field]

Available Security. Provide a brief description of the type and general value of all assets, property, and revenue streams of the Borrower and its affiliates available to be pledged to secure the loan to the Borrower.

[Alphanumeric Fields for One or More Types of Security]

• Type of Asset, Property, or Revenue Stream

• Value of Asset/Property, or Amount of Revenue Stream

• Available Payment Seniority / Lien Rank

• If Applicable, Outstanding Debt Secured By Asset, Property, or Revenue Stream

Available Guarantees. Provide a list of the parent companies, subsidiaries, and other affiliates of the Borrower that could provide guarantees of the loan to the Borrower, and indicate whether such entities have other material debt outstanding.

[Alphanumeric Fields for Available Guarantees]

Equity. List each class of outstanding equity interests in the Borrower.

• Common Stock [Number of Shares]

• Preferred Stock [Name/Number of Shares]

Ratings. Provide the Borrower’s issuer credit rating and issue-level ratings for any senior unsecured debt as of December 31, 2019, from any nationally recognized statistical ratings organizations.

• Issuer Credit Ratings [Alphanumeric Fields for Multiple Ratings]

• Issue Ratings for Senior Unsecured Debt [Alphanumeric Fields for Multiple Issues and Ratings]

UNITED STATES OPERATIONS

Describe the scope and scale of the operations of the Borrower in the United States.

• [alphanumeric field]

Provide the number of employees of the Borrower based in the United States (including territories or possessions) on March 24, 2020. For purposes of this calculation, include full-time, part-time, temporary, and leased employees, but do not include independent contractors.

• U.S. employees [Numeric Field]

Provide the number of employees of the Borrower worldwide on March 24, 2020.

• Worldwide employees [Numeric Field]

Describe any changes to the Borrower’s U.S. employment levels between March 24, 2020 and the date of this application.

• Planned Employment Changes [Alphanumeric Field]

If the loan is approved in the requested amount, describe any changes that the Borrower would expect in its U.S. employment levels between the date of this application and September 30, 2020.

• Planned Employment Changes [Alphanumeric Field]

COVERED LOSSES

Provide the Borrower’s 2019 revenue and expenses.

• 2019 Revenue [Numeric Field]

• 2019 Expenses [Numeric Field]

List each category of revenue loss or new unbudgeted expense that the Borrower has incurred or expects to incur directly or indirectly as a result of the coronavirus through March 31, 2021, and the actual or expected revenue loss or new expense for each category. Categories of revenue losses or new unbudgeted expenses may include, for example, reduced demand, unavailability of credit, and new medical expenses.

Revenue Losses

• Category Description [Alphanumeric Fields for Multiple Categories]

• Amount [Numeric Fields for Multiple Categories]

New, Unbudgeted Expenses

• Category Description [Alphanumeric Field for Multiple Categories]

• Amount [Numeric Field for Multiple Categories]

FINANCIAL PLAN

Provide a separate document containing a financial plan that includes each of the following components.

(1) Use of Proceeds – an itemized description of the purposes for which the Borrower will use the loan proceeds.

(2) Financial Needs – quantitative information on the Borrower’s total available funding and financial needs for the remainder of 2020, including expected revenues, expenses, and types and amounts of expected borrowing, and how the loan fits within those needs, including (if applicable) payroll support payments under Section 4111 of the Act and employee retention credits under Section 2301 of the Act. If an air carrier, also provide the current value of gains or losses on outstanding contracts entered into to hedge fuel costs.

(3) Operating Plan – a discussion of the Borrower’s (and any subsidiary’s) operating plan for the remainder of 2020, if the loan is approved. Include a description of how any additional funds from the government (including payroll support and Essential Air Service funds) will be used. Also include a description of any expected changes to management, employment, routes, or aircraft, and any expected material transactions or changes in business strategy.

(4) Cost Restructuring – a description of any plans the Borrower (and any subsidiary) has to restructure its obligations or contracts with creditors, counterparties, or employees to improve the Borrower’s financial condition in 2020.

(5) Prudent Borrowing – a justification based on the Borrower’s financial needs and operating plan demonstrating that the loan is prudently incurred.

(6) Stock Buybacks – a description of any contractual commitment in effect as of March 27, 2020, obligating the Borrower or any affiliate thereof to purchase, before January 1, 2026, an equity security that is listed on a national securities exchange of the Borrower or any parent company of the Borrower.

(7) Lack of Credit Elsewhere – evidence based on market conditions, the Borrower’s circumstances, or relationships with existing or potential creditors that credit is not reasonably available to the Borrower elsewhere.

[File Selection and Upload Function]

ADDITIONAL INFORMATION TO UPLOAD

Borrowers must upload copies of the following information.

The Borrower’s most recently completed IRS Form 941 “Employers Quarterly Federal Tax Return.”

[File Selection and Upload Function]

The consolidated financial statements of the Borrower for the previous three years that (if available) have been audited by an independent certified public accountant, including any associated notes and auditor’s report.

The consolidated financial statements of the Borrower’s corporate parents, if any, for the previous three years that (if available) have been audited by an independent certified public accountant, including any associated notes and auditor’s report.

[File Selection and Upload Function]

Any interim financial statements of the Borrower for the current fiscal year, including any associated notes.

[File Selection and Upload Function]

For Borrowers that are passenger air carriers, upload a document that presents the Borrower’s available seat miles, revenue per [available] seat mile, and cost per available seat mile for 2019, and a forecast of the same for 2020 that was prepared by or for the air carrier on or after March 1, 2020, if available, including any assumptions underlying the forecast.

[File Selection and Upload Function]

For Borrowers that are cargo air carriers, upload a document that presents the Borrower’s available ton miles, revenue per [available] ton mile, and cost per available ton mile for 2019, and a forecast of the same for 2020 that was prepared by or for the air carrier on or after March 1, 2020, if available, including any assumptions underlying the forecast.

[File Selection and Upload Function]

TAXPAYER PROTECTION

To receive a loan, each Borrower must provide the Treasury Department with appropriate financial instruments that, in the sole determination of the Secretary, provide for a reasonable participation in equity appreciation or a reasonable interest rate premium appropriate for the benefit of taxpayers.

If the Borrower has issued securities that are traded on a national securities exchange, the Borrower must provide a warrant or equity interest in the Borrower unless the Secretary determines in his discretion that the Borrower cannot feasibly issue warrants or other equity interests. For other Borrowers, the Secretary may, in his discretion, accept senior debt instruments or warrants or other equity interests.

Each Borrower must provide information in the following table that describes in sufficient detail its proposed financial instruments under this requirement. Each Borrower will be notified whether the proposed financial instruments are acceptable prior to application approval.

Borrower Name:

Type of Financial Instrument:

Amount, Value, or Price of the Financial Instrument, as Appropriate:

Seniority or Priority of the Financial Instrument Relative to Other Equity and Debt of the Borrower:

Term or Duration of the Financial Instrument, if Applicable:

Other Terms and Conditions that Could Affect the Value of the Financial Instrument:

ADDITIONAL INFORMATION

Supplementary Information. In order to evaluate the Borrower’s application, the Treasury Department may request additional information from the Borrower. Failure to provide any information requested by the Treasury Department may result in a rejection of the Borrower’s application.

CERTIFICATION

I certify under penalty of perjury that the information and certifications provided in the application and its attachments are true and correct. WARNING: Anyone who knowingly submits a false claim or makes a false statement is subject to criminal and/or civil penalties, including confinement for up to 5 years, fines, and civil penalties. (18 U.S.C. §§ 287, 1001; 31 U.S.C. §3729, 3802).

Name of First Certifying Official
Title of First Certifying Official
Signature of First Certifying Official
Name of Second Certifying Official
Title of Second Certifying Official
Signature of Second Certifying Official
Borrower Name
Date

PAPERWORK REDUCTION ACT NOTICE

The information collected will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information is two hours per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C. 20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by OMB.

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