Q4 2021 Template - 4003 Only

QUESTIONS FOR THE Q4 2021 4003 TEMPLATE
Sections
Headcount/Use of Proceeds - Employee Headcount

Section Q1
Q2
Q3
Q4

#
#
#
#

Total Number of Employees at END of the Report Quarter.
Total Number of New Hires hired DURING the Report Quarter.
Total Number of Other Terminations or Furloughs DURING the Report Quarter.
Total Number of Involuntary Terminations or Furloughs DURING the Report Quarter.

Q1

#

Total amount of § 4003 loan proceeds used DURING the Report Quarter.

Q2

#

Total operating expenses (as described in the loan agreement) paid from loan proceeds DURING the Report Quarter.

#

Total of other expenses paid from loan proceeds DURING the Report Quarter.

Section -

Q3
Q4
Q5
Q6

Section -

#

Q4

Q5
Q6

Q7

Q8

Q9

Y/N

Q11
Q12

Q13

Q14

Q15

YRC (A), YRC (B)
YRC (A), YRC (B)

Section -

ALL

ALL

ALL
ALL

ALL

ALL

Has the Borrower, any Borrower Air Carrier, or any Borrower Eligible Business, as applicable, or any of their Affiliates purchased an equity security of
the Borrower, Borrower Air Carrier, or Borrower Eligible Business, as applicable, or any direct or indirect parent company of the Borrower, Borrower Air ALL
Carrier, or Borrower Eligible Business, or any Subsidiary of the Parent that is listed on a national securities exchange DURING the Report Quarter?

Conditional Upload (Only
If yes, please upload an explanation that includes the name of the company, the number of shares, the dollar amounts, and the dates of the
required if 'Y' entered in
transactions.
Q9)
Has the Borrower, any Borrower Eligible Business, or any Borrower Air Carrier, as applicable, paid dividends, or made any other capital distributions,
Y/N
with respect to the entity's common stock (or equivalent equity interest) DURING the Report Quarter?
Conditional Upload (Only
required if 'Y' entered in If yes, please upload an explanation that includes the dollar amount and the date of the transaction.
Q11)
Conditional Y/N (Only
required if 'Y' entered in If yes, was the entity that paid a dividend or made a capital distribution an S Corp or pass-through entity?
Q11)
Conditional Y/N (Only
required if 'Y' entered in If yes, was the dividend or capital distribution to cover its owners' tax obligations in respect to the entity's earnings?
Q11)
Conditional Upload (Only
required if 'N' entered in If you answered 'no' to either of the last two questions, please upload an explanation.
Q13 or Q14)

Q10

UA1, UA2, SA1, SA2,
SA3, SA4

Please enter the total number of Corporate Officers or Employees of the Borrower, each Borrower Air Carrier, and/or each Borrower Eligible Business,
ALL
as applicable, whose Total Compensation exceeded $425,000 in 2019 or the Subsequent Reference Period.
Enter the number of such Employees and Corporate Officers who received Severance Pay or Other Benefits DURING the Report Quarter that
ALL
exceeded twice their 2019 Total Compensation or Total Compensation during Subsequent Reference Period, as applicable.

Conditional Upload (Only
If the number of such Employees and Corporate Officers is not zero, please upload an explanation which includes a list of the Employee/Corporate
required if #>0 entered in
Officer positions and their Total Severance/Other Benefits received.
Q2)
Enter the number of such Employees and Corporate Officers whose Total Compensation during any 12 consecutive months ending DURING the
Reporting Period exceeded their 2019 Total Compensation or Total Compensation during the Subsequent Reference Period, as applicable. Please
#
note, this only applies to Corporate Officers or Employees whose Total Compensation in calendar year 2019 or the Subsequent Reference Period
exceeded $425,000.
Conditional Upload (Only
If the number of such Employees and Corporate Officers is not zero, please upload an explanation which includes a list of the Employee/Corporate
required if #>0 entered in
Officer positions and their Total Compensation received.
Q4)
Please enter the number of Corporate Officers or Employees whose Total Compensation exceeded $3,000,000 in 2019 or the Subsequent Reference
#
Period.
Enter the number of such Employees and Corporate Officers whose Total Compensation during any 12 consecutive months ending DURING the
Report Quarter exceeded the sum of $3,000,000 and 50% of the excess over $3,000,000 of their Total Compensation received in calendar year 2019
#
or the Subsequent Reference Period, as applicable. Please note, this only applies to Corporate Officers or Employees whose Total Compensation in
calendar year 2019 or the Subsequent Reference Period exceeded $3,000,000.
Conditional Upload (Only
If the number of such Employees and Corporate Officers is not zero, please upload an explanation which includes a list of the Employee/Corporate
required if #>0 entered in
Officer positions and their Total Compensation received.
Q7)

Q3

UA1, UA2, SA1, SA2,
SA3, SA4
UA1, UA2, SA1, SA2,
SA3, SA4
UA1, UA2, SA1, SA2,
SA3, SA4

Compensation / Dividends
#

Q2

ALL
ALL
ALL
ALL

Headcount/Use of Proceeds - Use of Proceeds

Conditional Text Box (Only
required if #>0 entered in If other expenses were paid from loan proceeds, please explain, including expense category and amount spent.
Q3)
Were any of the Tranche A or Tranche B proceeds used for any expenses other than permissible Tranche A and B Agreement expenses DURING the
Y/N
Report Quarter?
Conditional Upload (Only
required if 'Y' entered in If yes, please explain, including expense category and amount spent.
Q5)

Q1

4003 Category

ALL
ALL
ALL

ALL

ALL

ALL

Document Uploads

Q1

Y/N

Q2

Upload

Q3
Q4

Text Box
Upload

Section -

Do you file through EDGAR with the SEC?
Please provide the following: a consolidated balance sheet of the Parent and its Subsidiaries as of the END of the Report Quarter, and the related
consolidated statements of income or operations, shareholders' equity and cash flows, in each case setting forth in comparative form, as applicable, the
figures for the previous quarters in the last year and accompanied by a Financial Statement Report.
If any of the required documents are not available for upload, please provide an explanation.
Please upload a copy of your insurance policies covering pledged collateral DURING the Report Quarter.

UA1 ,UA2
UA1, UA2
UA1, UA2
SA1, SA2, SA3, SA4

Fundamental Changes

Q1

Y/N

Did a Change of Control occur DURING the Report Quarter?

ALL

Q2

Y/N

Did any Fundamental Changes (as described in the loan agreement) occur DURING the Report Quarter?

ALL

Q3

Conditional Upload (Only
If yes to either question above, please upload an explanation that includes a description of the Change of Control and/or Fundamental Changes, dates,
ALL
required if 'Y' entered in Q1
affected assets and/or liabilities, and any other relevant information.
or Q2)

QUESTIONS FOR THE Q4 2021 4003 TEMPLATE
Sections
Section Q1

Q2
Q3
Q4
Q5
Q6
Q7
Q8
Q9
Q10
Q11
Q12

Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20

4003 Category

Loan Specific Questions
Has any Credit Party or any of their Subsidiaries refinanced any existing Indebtedness such that your Indebtedness increased or you otherwise incurred
any new Indebtedness other than Indebtedness incurred in the ordinary course of business and consistent with past practice in the form of any
equipment financing, synthetic lease obligation or Capitalized Lease Obligation, in an aggregate amount not to exceed the contractually defined
maximum level?
Conditional Upload (Only If any Credit Party, or any Subsidiary of a Credit Party, refinanced existing Indebtedness such that Indebtedness increased or incurred any new
required if 'Y' entered in Indebtedness, please upload a description of any new Indebtedness including, but not limited to, the amount, terms of debt, interested parties, security
interests, relevant dates, and other pertinent information.
Q1)
Y/N

Y/N

Did the Parent or any Subsidiaries pledge any assets to any Person other than for Treasury's benefit DURING the Report Quarter?

Conditional Upload (Only
If the Parent or any Subsidiary pledged any assets to any Person other than for Treasury's benefit DURING the Report Quarter, please upload an
required if 'Y' entered in
explanation including identification of the assets and the secured party.
Q3)
Y/N

Did the Parent or any Subsidiaries pledge any additional Collateral DURING the Report Quarter after the Closing Date?

UA1, UA2, YRC(A),
YRC(B)
UA1, UA2, YRC(A),
YRC(B)
UA1, UA2, YRC(A),
YRC(B)
UA1, UA2, YRC(A),
YRC(B)
SA1, SA2, SA3, SA4,
YRC(A), YRC(B)

Conditional Upload (Only If the Parent or any Subsidiary pledged additional Collateral DURING the Report Quarter, please upload an explanation including, but not limited to, the
SA1, SA2, SA3, SA4,
required if 'Y' entered in type of Collateral, its value, the date additional Collateral was pledged, all relevant appraisals and/or asset valuation certificates, and other pertinent
YRC(A), YRC(B)
information.
Q5)
Y/N

Did the Parent or any Subsidiaries pledge any Collateral or other assets to any Person other than for Treasury's benefit DURING the Report Quarter?

Conditional Upload (Only
If the Parent or any Subsidiary pledged any Collateral or other assets to any Person other than for Treasury's benefit DURING the Report Quarter,
required if 'Y' entered in
please upload an explanation, including identification of the Collateral or other assets and the secured party.
Q7)

SA1, SA2, SA3, SA4
SA1, SA2, SA3, SA4

SA1, SA2, SA3, SA4,
Y/N
Did the Parent or any Subsidiary Dispose of any Collateral DURING the Report Quarter?
YRC(A), YRC(B)
Conditional Upload (Only
If Parent or any Subsidiary Disposed of any Collateral DURING the Report Quarter, please upload a document describing the details of the Disposition SA1, SA2, SA3, SA4,
required if 'Y' entered in
and all Proceeds from the Disposition.
YRC(A), YRC(B)
Q9)
SA1, SA2, SA3, SA4,
Y/N
Was any Collateral swapped DURING the Report Quarter?
YRC(A), YRC(B)
Conditional Y/N (Only
SA1, SA2, SA3, SA4,
required if 'Y' entered in Was Treasury approval for the swap received prior to the swap?
YRC(A), YRC(B)
Q11)
Conditional Upload (Only
SA1, SA2, SA3, SA4,
required if 'Y' entered in If Collateral was swapped DURING the Report Quarter, please upload a document with a list of the Collateral interchanged and their value.
YRC(A), YRC(B)
Q11)
SA1, SA2, SA3, SA4,
Y/N
Was any Collateral impaired or damaged DURING the Report Quarter?
YRC(A), YRC(B)
Conditional Upload (Only
If any Collateral was impaired or damaged DURING the Report Quarter, please upload a document indicating the Collateral impacted and evidence of SA1, SA2, SA3, SA4,
required if 'Y' entered in
loss of value.
YRC(A), YRC(B)
Q14)
Y/N
Conditional Upload (Only
required if 'Y' entered in
Q16)
Y/N
Conditional Upload (Only
required if 'Y' entered in
Q18)
#

Q21

Y/N

Q22

Y/N

Did the CCR fall below 1.60 at any point DURING the Report Quarter?

SA2, SA3, SA4

If the borrower's CCR fell below 1.60 DURING the Report Quarter, please upload an explanation including, but not limited to, all relevant details, dates,
SA2, SA3, SA4
and circumstances and any actions taken or proposed.
Did the DSCR fall below 1.75 at any point DURING the Report Quarter?

SA2

If the DSCR fell below 1.75 DURING the Report Quarter, please upload an explanation including, but not limited to, all relevant details, dates, and
circumstances and any actions taken or proposed.

SA2

Please provide the aggregate amount of Liquidity (as defined in the loan agreement) for the last Business Day of the Report Quarter.
Did Liquidity fall below the contractually-defined minimum level on any Business Day DURING the Report Quarter?
Did Liquidity fall below $125,000,000 on any Tuesday or Friday (or if any such day is not a Business Day, then the next succeeding Business Day)
DURING the Report Quarter?

SA2, SA3, YRC (A), YRC
(B)
SA2, SA3
YRC (A), YRC (B)

Q23

Conditional Upload (Only
If the aggregate amount of Liquidity fell below its contractually-defined minimum level on any Business Day DURING the Report Quarter, please upload
SA2, SA3
required if 'Y' entered in
an explanation including, but not limited to, all relevant circumstances, dates, actions taken or proposed, and other pertinent information.
Q21)

Q24

Conditional Upload (Only If the aggregate amount of Liquidity fell below $125,000,000 on any Tuesday or Friday (or if any such day is not a Business Day, then the next
required if 'Y' entered in succeeding Business Day) at any point DURING the Report Quarter, please upload an explanation including, but not limited to, all relevant
circumstances, dates, actions taken or proposed, and other pertinent information.
Q22)

YRC (A), YRC (B)