-----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, Lx87bpcyBxsVxGRZcqQbtnt5vvFCnf6ulDS/DQ2K8Yczy8+GHl0w06pAiRqdK64f C1vfdG8DlOrLXr42xELRvw== 0000950131-00-003590.txt : 20000525 0000950131-00-003590.hdr.sgml : 20000525 ACCESSION NUMBER: 0000950131-00-003590 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000524 GROUP MEMBERS: CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C. GROUP MEMBERS: CHURCHILL CAPITAL, INC. GROUP MEMBERS: CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASCHE TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0000927809 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363964954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50651 FILM NUMBER: 642958 BUSINESS ADDRESS: STREET 1: 10214 N MT VERNON RD CITY: SHANNON STATE: IL ZIP: 61078 BUSINESS PHONE: 8158642421 MAIL ADDRESS: STREET 1: 10214 N MT VERNON ROAD CITY: SHANNON STATE: IL ZIP: 61078 FORMER COMPANY: FORMER CONFORMED NAME: AASCHE TRANSPORTATION SERVICES INC DATE OF NAME CHANGE: 19940802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001074863 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411927528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3100 METROPOLITAN CENTRE STREET 2: 333 S 7TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126736700 MAIL ADDRESS: STREET 1: 333 SOUTH 7TH STREET STREET 2: SUITE 3100 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASCHE TRANSPORTATION SERVICES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $ .0001 (Title of Class of Securities) 04362T100 (CUSIP Number) KEVIN C. DOOLEY, ESQ. SENIOR VICE PRESIDENT AND LEGAL COUNSEL CHURCHILL CAPITAL, INC. 3100 METROPOLITAN CENTRE 333 SOUTH 7TH STREET MINNEAPOLIS, MINNESOTA 55402 (612) 673-6708 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[_] - ------------------- ------------------ CUSIP No. 04362T100 13D Page 2 of 11 Pages - ------------------- ------------------ ============================================================================== 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS, L.P. ============================================================================== 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] ============================================================================== 3. SEC USE ONLY ============================================================================== 4. SOURCE OF FUNDS WC ============================================================================== 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ============================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE ============================================================================== 7. NUMBER OF SOLE VOTING POWER UNITS BENEFICIALLY =========================================================== OWNED BY 8. EACH SHARED VOTING POWER REPORTING 4,138,983 PERSON WITH =========================================================== 9. SOLE DISPOSITIVE POWER =========================================================== 10. SHARED DISPOSITIVE POWER 2,666,667 ============================================================================== 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,138,983 ============================================================================== 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ============================================================================== 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48% ============================================================================== 14. TYPE OF REPORTING PERSON PN ============================================================================== SCHEDULE 13D CUSIP NO. 04362T100 Page 3 of 11 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,138,983 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,666,667 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,138,983 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 48% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SCHEDULE 13D CUSIP NO. 04362T100 Page 4 of 11 Pages ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). CHURCHILL CAPITAL, INC. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 AF - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 MINNESOTA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,138,983 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,666,667 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,138,983 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 48% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ PAGE 2 SCHEDULE 13D ------------ This Amendment No. 2 relates to shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Asche Transportation Services, Inc., a Delaware ------------ corporation (the "Issuer") with principal offices located at 10214 North Mount ------ Vernon Road, Shannon, Illinois 61078, and is being filed jointly by Churchill Environmental & Industrial Equity Partners, L.P., a Delaware limited partnership ("CEIP"), Churchill Capital Environmental, L.L.C., a Delaware limited liability ---- company ("CCE"), and Churchill Capital, Inc., a Minnesota corporation ("CCI", --- --- and together with CEIP and CCE, the "Reporting Persons"). This Amendment No. 2 ----------------- supplements and amends the statement on Schedule 13D originally filed with the Commission on September 17, 1999, as amended by Amendment No. 1 filed with the Commission on or about October 6, 1999 ("Amendment No. 1") (as amended, the --------------- "Statement"). --------- Item 3. Source and Amount of Funds or Other Consideration - ------- ------------------------------------------------- If the Proposed Transaction (as defined below) is consummated, the Issuer will issue the Warrants (as defined below) to CEIP in consideration of the $7,000,000 loan by CEIP to Specialty Transportation Services, Inc., a wholly owned subsidiary of the Issuer ("STS"). The proceeds of such loan are to be --- used as working capital by STS and to fund an intercompany loan in the amount of $2,250,000 by STS to the Issuer. The Warrants would be issued to CEIP by the Issuer as part of the Proposed Transaction, and shares of Common Stock would be issued to CEIP by the Issuer upon exercise of the Warrants. The source of the funds to be loaned to STS by CEIP, a private investment fund, as part of the Proposed Transaction are investment funds provided to CEIP by its limited partners. Item 4. Purpose of Transaction - ------- ---------------------- On May 19, 2000, CEIP delivered a term sheet to the Special Committee of the Board of Directors of the Issuer setting forth the terms of a proposed transaction (the "Proposed Transaction") pursuant to which CEIP would lend -------------------- $7,000,000 in cash to STS (the "Transaction Loan") in exchange for a note (the ---------------- "Note") convertible at any time into at least 70% but no more than 85% of the - ----- common stock of STS (such variance to depend upon the amount and form of interest paid under the Note and whether certain earnings targets for STS's 2000 fiscal year are achieved). If the Issuer's Board of Directors approves the Proposed Transaction, the documentation of the Transaction Loan would contain certain restrictions by CEIP on the use of the proceeds thereof by STS. Under the terms of the Proposed Transaction, CEIP would permit a portion of the proceeds of the Transaction Loan to be used to fund an intercompany loan of $2,250,000 by STS to the Issuer (the "Intercompany Loan"), and the Issuer would ----------------- issue to CEIP warrants (the "Warrants") to acquire the number of shares of -------- Common Stock that, if exercised, would result in CEIP owning 55% of the outstanding Common Stock on a fully diluted basis when combined with all shares of Common Stock previously acquired by CEIP (a) at the closing under that certain Stock Purchase Agreement among CEIP, the Issuer, STS, Asche Transfer, Inc. and AG Carriers Inc., dated as of August 17, 1999 (the "Purchase -------- Agreement"), and (b) pursuant to an acceleration of the issuance of additional - --------- shares of Common Stock to CEIP under certain circumstances under the Purchase Agreement. The Warrants would be exercisable by CEIP during the five year period following their issuance for an exercise price of $.01 per share of Common Stock. Following issuance of the Warrants to CEIP, the Reporting Persons would have beneficial ownership of 55% of the Common Stock, and upon exercise of the Warrants the Reporting Persons would hold dispositive power over 55% of the Common Stock. The Intercompany Loan would be made to the Issuer to provide it additional cash to enable it to pay expenses to be incurred in connection with the Proposed Transaction, finance completion PAGE 3 of its pending audit, implement certain efficiencies (including the combination of certain business units of its subsidiaries) and pursue future strategies. The Proposed Transaction contemplates that the Intercompany Loan would be evidenced by a three year note accruing interest at a rate equal to the applicable federal rate in effect from time to time. In addition, in connection with the Proposed Transaction, certain existing institutional debt of STS in the aggregate amount of $34.7 million would be restructured and a new amortization schedule with respect thereto would be effected. The Note would be secured by a second priority lien on all the assets of STS and subordinated to such existing debt. Upon exercise of the Warrants, CEIP would hold a majority of the outstanding Common Stock and consequently would hold on its own the right to elect and remove members of the Issuer's Board of Directors. Upon obtaining such control CEIP plans to propose that the size of the Issuer's Board of Directors be reduced and that additional CEIP Board designees be elected. Item 5. Interest in Securities of the Issuer - ------- ------------------------------------ As of the date of filing of this Amendment No. 2 to the Statement, the Reporting Persons directly own 2,666,667 shares of Common Stock, representing approximately 31% of the outstanding Common Stock. And as more fully described and reported in Amendment No. 1, CEIP, CCE and CCI may be deemed to have "beneficial ownership" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of approximately an additional 17% of ------------ the shares of outstanding Common Stock. As described above, if the Proposed Transaction is consummated and the Warrants are exercised by CEIP, CEIP would hold 55% of the outstanding Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - ------- --------------------------------------------------------------------- to Securities of the Issuer --------------------------- If the Proposed Transaction is consummated and the Warrants are issued, CEIP would own and hold the right to acquire an aggregate of 55% of the outstanding shares of Common Stock on a fully diluted basis. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that the Reporting Persons (or any of them) are the beneficial owners of any shares of Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. PAGE 4 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 24, 2000 CHURCHILL ENVIRONMENTAL & INDUSTRIAL EQUITY PARTNERS, L.P., a Delaware limited partnership By Churchill Capital Environmental, L.L.C., a Delaware limited liability company Its General Partner By Churchill Capital, Inc. Its Managing Agent By: /s/ Kevin C. Dooley ------------------------------------ Name: Kevin C. Dooley Title: Senior Vice President and Legal Counsel PAGE 5 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 24, 2000 CHURCHILL CAPITAL ENVIRONMENTAL, L.L.C. By Churchill Capital, Inc. Its Managing Agent By: /s/ Kevin C. Dooley -------------------------------- Name: Kevin C. Dooley Title: Senior Vice President and Legal Counsel PAGE 6 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 24, 2000 CHURCHILL CAPITAL, INC. By: /s/ Kevin C. Dooley ------------------------------------ Name: Kevin C. Dooley Title: Senior Vice President and Legal Counsel EXHIBIT INDEX ------------- Exhibit 7.1. Summary of Terms and Conditions delivered by CEIP to the ------------ Special Committee of the Board of Directors of the Issuer on May 19, 2000, containing the terms of the Proposed Transaction EX-7.1 2 EXHIBIT 7.1 EXHIBIT 7.1 ----------- Churchill Environmental & Industrial Equity Partners, L.P. Specialty Transportation Services, Inc. $7.0 million Senior Subordinated Facility ______________________________________________ Asche Transportation Services, Inc. $2.25 million Inter-company Loan __________________________________________________________________________ Summary of Terms and Conditions This Summary of Terms and Conditions does not constitute a binding commitment or contract, and the Investor's investment in Specialty Transportation Services, Inc. ("STS") is contingent upon, among other things, execution of definitive --- agreements. Senior Subordinated Facility - ---------------------------- Borrower: STS Purpose: The investment will provide much-needed liquidity via a better-suited capital structure to be utilized by the board and management in execution of current turn-around efforts and pursuit of future growth opportunities. Facility: $7.0 million Senior Subordinated Facility, non-callable and convertible at any time subsequent to funding Investor: Churchill Environmental & Industrial Equity Partners, L.P. ("Churchill") --------- Drawdown: $7.0 million to be invested at closing and used to pay down the Mellon Bank revolver. Mellon will permit drawdowns on the revolver up to $7.0 million without restriction, and the funds will be used to meet the cash requirements of STS, as established in a 90-day projected cash flow budget prepared by STS which is satisfactory to Churchill. Closing: As soon as practical Maturity: Five-Year Note Interest Rate: Floating at Mellon Prime Rate; Borrower will have PIK option (subject to the limitation on equity ownership by Churchill described below); customary default rate Conversion Ratio: $7.0 million principal amount is convertible into 70% of STS common stock on a fully diluted basis. Unpaid PIK interest is convertible into additional common stock at the same ratio as the principal conversion. The total ownership of STS common stock on a fully diluted basis, from the conversion of the principal amount and unpaid PIK interest, is not to exceed 80%, except as provided below. If STS does not achieve 2000 EBITDA of at least $7.3 million, Churchill's maximum equity participation will be increased according to the following formula: the $7.0 million principal amount will be convertible into an additional 1% of the total ownership of STS common stock on a fully diluted basis for every $260,000 by which 2000 EBITDA is less than $7,300,000, to a maximum 5% additional total ownership. For example, if 2000 EBITDA is $7,040,000, the $7.0 million principal amount will be convertible into 71% of the total ownership of STS common stock on a fully diluted basis; if 2000 EBITDA is $6,520,000, the principal amount will be convertible into 73% of the total ownership of STS common stock on a fully diluted basis; and if 2000 EBITDA is $6,390,000, the principal amount will be convertible into 73.5% of the total ownership of STS common stock on a fully diluted basis. The 80% limit on Churchill's total direct ownership of STS common stock described in the immediately preceding paragraph will be revised upward, to a maximum of 85%, to accommodate the application of the formula contained in this paragraph in the event 2000 EBITDA of STS is less than $7.3 million. Inter-company Loan: $2.25 million inter-company loan to be allowed to be made by STS to its parent, Asche Transportation Services, Inc. ("ATS"), to be used in part to pay all transaction expenses. --- Up to an additional $600,000 will be used to repay the inter-company amount due from STS to another ATS subsidiary. (See terms and conditions below) Security: Second priority security interest behind existing bank creditors in all collateral (including real estate and leasehold interests) Fees: ATS shall pay a 3% closing fee, in addition to Churchill's legal and other professional fees incurred in connection with the financing. Covenants and Default Provisions: Affirmative and Negative Covenants similar to existing bank group loan documents and cross defaulted with existing STS bank group loan document default provisions, customary default and remedy provisions Conditions: Subject to: . Execution of satisfactory Inter-creditor agreement . Satisfactory fairness opinion . Satisfactory opinion of counsel . No material adverse change . Obtain all material consents . Satisfactory documentation of inter-company loan . Negotiate satisfactory forbearance, standstill and waivers with STS and ATS bank group . Acceleration of the adjustment to Churchill's common stock position in ATS under the 1999 investment documents . STS trade creditors exposure of $750,000 to be termed out over 9-12 months, or settled for some discount . Preparation of a three-year business plan for STS (including financial projections) which is acceptable to Churchill STS Banks to agree to restructure existing exposure of $34.7 million (consisting of $18.0 million revolver, $14.1 million term loan and $2.6 million over-advance) as follows: New revolver $18.0 million New term loan $16.7 million Amortization schedule for new term loan: ---------------------------------------------------------------------------- Year 1 $1.5 million (quarterly payments of $375,000 commencing 9/30/00) ---------------------------------------------------------------------------- Year 2 $2.0 million (quarterly payments of $500,000) ---------------------------------------------------------------------------- Year 3 $2.0 million (quarterly payments of $500,000) ---------------------------------------------------------------------------- Year 4 $2.0 million (quarterly payments of $500,000) ---------------------------------------------------------------------------- Year 5 $2.0 million (quarterly payments of $500,000) ---------------------------------------------------------------------------- Year 6 $2.0 million (quarterly payments of $500,000) ---------------------------------------------------------------------------- Year 7 $5.2 million balloon ----------------------------------------------------------------------------
No change to interest rate Priority: Senior Subordinated Facility shall be contractually subordinated to STS bank group, provided that Churchill will have priority to extent full $7.0 million is not drawn on revolver ATS Warrants: Churchill to receive 5-year warrants to acquire common stock of ATS for an exercise price of $0.01 per share whereby Churchill increases its ownership, on a fully diluted basis, to 55% of ATS (including the acceleration of the equity adjustment feature). Conversion feature assumes 55% interest meets the criteria contained in Parent's articles/bylaws concerning controlling interest. Inter-company Loan - ------------------ Beneficiary: Asche Transportation Services, Inc. ("ATS" or "Parent") --- ------ Purpose: The inter-company loan will ease the immediate cash crisis of the Parent and its subsidiaries and provide the platform whereby management, at the direction of the board, may work toward completion of the pending audit, initiate combining the business units of Asche Transfer, Inc. ("ATI") and AG --- Carriers, Inc. ("AGC") in pursuit of turn-around efforts and --- evaluation of future strategies. Form: Inter-company loan Source of Funds: Churchill via loan to Specialty Transportation Services, Inc. (STS) Drawdown: $ 2.25 million to be deposited with the American National Bank on behalf of ATS, with up to an additional $600,000 being paid to ATI on account of inter-company amounts due to ATI by STS. The total value of the loan is $2.25 million. Draw down to be based on the cash requirements of ATI, ATS and AGC, as established in 90 day projected cash flow budget prepared by ATS, ATI and AGC, which is satisfactory to Churchill. Maturity: Three Year Note, with the proviso of the earlier of three years or expiration of the ATI loan facility Interest Rate: Equal to the Applicable Federal Rate in effect from time to time Closing: As soon as practical Security: Second priority security interest in ATI and AGC assets behind existing bank creditors in all collateral (including real estate and leasehold interests) Fees: ATS shall pay Churchill's legal and other professional fees in connection with the financing. Default Provisions: Cross defaulted with existing bank loan document default provisions Conditions: Subject to: . Execution of satisfactory Inter-creditor agreement . Satisfactory fairness opinion . Satisfactory opinion of counsel . ATS, ATI and AGC trade credit exposure of $750,000 to be termed out over 9-12 months, or settled for some discount . Preparation of a three-year business plan for ATS, ATI and AGC (including financial projections) which is acceptable to Churchill Priority: Inter-company loan shall be contractually subordinate to the ATI bank creditor. -----END PRIVACY-ENHANCED MESSAGE-----