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Exhibit
10.2.1
FOIA
CONFIDENTIAL
TREATMENT
REQUESTED
AMENDMENT NO. 1 TO CREDIT
AGREEMENT [HSH/AS B737-8001]
THIS AMENDMENT NO. 1 TO
CREDIT AGREEMENT , dated as of March 27, 2007 (this
“ Amendment ”), is to the Credit Agreement,
dated as of October 19, 2005 (the “ Credit
Agreement ”), among (i) ALASKA AIRLINES, INC
., an Alaska corporation (the “ Borrower ”),
(ii) EACH LOAN PARTICIPANT IDENTIFIED ON SCHEDULE I
HERETO , and (iii) HSH NORDBANK AG NEW YORK BRANCH
, as the Security Agent acting on behalf of the Loan Participants
(the “ Security Agent ”).
W I T N E S S E T
H:
WHEREAS , the parties
hereto have previously entered into the Credit Agreement;
and
WHEREAS , the parties
hereto desire to amend the Credit Agreement in certain respects as
provided herein.
NOW THEREFORE , in
consideration of the mutual agreements contained herein, the
parties hereto agree as follows:
Section 1 Defined
Terms . Unless otherwise amended by the terms of this
Amendment, terms used in this Amendment shall have the meanings
assigned in the Credit Agreement.
Section 2 Amendments to
Credit Agreement . This Amendment shall be effective as of
March 30, 2007 (the “ Amendment Effective Date
”), provided that the conditions precedent in Section 3
has been satisfied to the satisfaction of the Loan Participants and
the Security Agent. From the Amendment Effective Date, the Credit
Agreement (and to the extent of an amendment to the definitions in
Annex A to the Credit Agreement, Annex A to each other document
between the parties) shall be amended as follows:
(a) Section 2.2(a) of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“The Borrower agrees to
give the Security Agent at least five (5) Business Days’
prior written notice (the “ Funding Notice ”) of
the Borrowing Date for each Advance, which Borrowing Date shall be
a Business Day not later than the Commitment Termination Date and,
in respect of an Advance, shall be either (i) the last
Business Day of the calendar month in which the Borrower paid the
Manufacturer in respect of such Advance, in accordance with the
scheduled dates therefor set forth in Schedule III, or
(ii) the last Business Day of any subsequent calendar month
provided that the Aircraft the subject of such Advance is able to
be the subject of a Drawing on such Business Day as contemplated in
Schedule III and the Borrower has previously paid the Manufacturer
in respect of such Advance, including its Cash Contribution. The
Funding Notice shall specify any funding instructions and shall be
in substantially the form of Exhibit A.”
[Amendment No. 1 to
Credit Agreement HSH/AS B737-800]
(b) Section 2.2(b) of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“In the event that any
Drawing shall not be consummated in accordance with the terms
hereof on the Borrowing Date specified in a Funding Notice, the
Loan Participants and the Borrower shall cooperate with each other
to arrange a mutually acceptable postponement of such date provided
that such date may not be later than the last Business Day of the
third month following the month in which the Advance to which the
Drawing relates is scheduled to occur as set forth in
Schedule III. (the “ Delayed Borrowing Date
”). In the event that the Drawing shall not be consummated in
accordance with the terms hereof by 11 :00 a.m. (New York time) on
the Delayed Borrowing Date or, if earlier, the date on which the
Borrower notifies the Loan Participants that the Drawing will not
occur, the Loan Participant may cancel or terminate any funding
arrangements that they may have made to enable them to fund their
Commitments and the Borrower shall pay to each Loan Participant on
demand their Break Amount (as reasonably determined by such Loan
Participants and certified to the Borrower). In consideration of
making their funds available on the specified Borrowing Date, the
Borrower shall compensate the Loan Participants for their net loss
of earnings on such funds, by paying the Loan Participants interest
on the aggregate amount thereof (calculated on the basis of a
360-day year and actual days elapsed) at a rate equal to the Loan
Participants’ cost of funds for the period from and including
the specified Borrowing Date to but excluding the earlier of
(x) the Business Day on which the Borrowing shall actually
occur, (y) the Business Day on which the Borrower shall notify
the Loan Participants that the Borrowing will not occur prior to
the Delayed Borrowing Date (if such notice is given prior to 10:00
a.m. (New York time) or if later, until the Business Day subsequent
to such notice date), or (z) the Delayed Borrowing
Date.”
(c) Section 2.3 of the
Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“On the Borrowing Date
for each Drawing specified in a Funding Notice referred to in
Section 2.2(a), subject to the terms and conditions of this
Agreement, each Loan Participant, through or on behalf of the
Security Agent, agrees to pay the amount of its Commitment for each
such Advance directly to the Borrower by wiring such amounts to the
account or accounts specified in such Funding
Notice.”
(d) Section 2.4 of the
Credit Agreement is hereby amended and restated in its entirety to
read as follows:
“The Borrower agrees
that the actual transfer of the proceeds of Drawings to the bank
designated by the Borrower shall constitute conclusive evidence
that the Drawings were made, and neither the failure of any Holder
to endorse on the schedule attached to any Loan Certificate the
amount of its Drawing, nor any failure of the bank designated by
the Borrower to credit proceeds of a Drawing to the
Borrower’s account maintained at such bank shall affect the
Borrower’s obligations hereunder.”
[Amendment No. 1 to
Credit Agreement HSH/AS B737-800]
(e) Section 4.2(c) of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“The Borrower shall
have paid to the Manufacturer the Advance the subject of the
Drawing, including its Cash Contribution.”
(f) Section 5.2(d) of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“The principal of the
Drawings of each Series shall be due and payable in full upon the
earlier of (i) the last Business Day of the month (being an
Interest Payment Date) preceding the month in which Delivery Date
of the Aircraft related to such Series shall occur, as notified by
the Borrower to the Security Agent five (5) Business Days
prior to such day, and (ii) the Final Repayment
Date.”
(g) Section 5.10(a) of
the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
“On at least five
Business Days prior written notice, the Borrower may prepay on the
date specified in such notice of prepayment, in whole or in part,
the Loan Certificates then outstanding at the principal amount
thereof (or portion thereof to be repaid), and provided that any
partial prepayment shall be in an aggregate original principal
amount of at least $5,000,000 and in $500,000 multiples thereof,
and the amount thereof shall be specified in such written notice.
The Security Agent will give prompt notice of the Borrower’s
intent to prepay to the Holders. As long as the Borrower is
entitled to borrow against any such Aircraft hereunder, Borrower
may re-borrow the amount prepaid as permitted in
Section 2.2(a) hereof.”
(h) Section 9 of the
Credit Agreement is hereby amended by adding a new Section
(i) which provides:
“Manufacturer’s change of Month of Aircraft
Delivery. In the event that the Manufacturer reschedules the
Scheduled Delivery Date of an Aircraft so that it changes the month
in which the Aircraft will be delivered to the Borrower, the
Borrower shall promptly notify the Security Agent. If the Borrower
so notifies the Security Agent, Schedule III may be amended by
the agreement of all parties hereto to reflect the changed
Scheduled Delivery Date of such Aircraft.”
(i) Schedule III to the
Credit Agreement is hereby replaced with a new Schedule III in the
form of Schedule II.
[Amendment No. 1 to
Credit Agreement HSH/AS B737-800]
(j) In Annex A, add a new
definition of “Amendment Effective Date” in the
appropriate alphabetical position as follows:
““ Amendment
Effective Date ” means March 30, 2007, being the
date of Amendment No. 1 to Credit Agreement [HSH/AS B737-800]
among the Borrower, the Security Agent and each Loan Participant
identified on Schedule 1 thereto.”
(k) In Annex A, the
definition of “Borrowing Date” is hereby amended and
restated in its entirety to read as
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