FOIA CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.2.2

FOIA CONFIDENTIAL

TREATMENT REQUESTED

AMENDMENT NO. 2 TO CREDIT AGREEMENT [HSH/AS B737-8001]

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT , dated as of November 26, 2007 (this “ Amendment ”), is to the Credit Agreement, dated as of October 19, 2005 (as amended and supplemented from time to time, 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 ”), as amended by Amendment No 1 to Credit Agreement dated as of March 27, 2007 among the Borrower, each Loan Participant and 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 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 November 26, 2007 (the “ Amendment Effective Date ”), provided that all Loan Participants, the Borrower and the Security Agent have signed this Amendment and the conditions precedent in Section 3 have 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 3.6 of the Credit Agreement shall be amended and restated in its entirety as follows:

“3.6 Non Continuing Loan Participant . (a) Provided that no Event of Default is continuing, on August 31, 2009, or if such day is not a Business Day, on the next preceding Business Day (the “ Non Continuing Repayment Date ”), all Drawings made by the Non Continuing Loan Participant (together with accrued interest and any other amounts due and owing to the Non Continuing Loan Participant) shall be repaid by the Borrower to the Non Continuing Loan Participant Upon receipt of payment, the Non Continuing Loan Participant’s Commitment shall be cancelled and, if requested by the Borrower, the Non Continuing Loan Participant shall return or cancel its Loan Certificate.

[Amendment No. 2 to Credit Agreement HSH/AS B737-800]

(b) On and from cancellation of the Non Continuing Loan Participant’s Commitment, and repayment of the Non Continuing Loan Participant’s Drawings, the aggregate Maximum Commitment of the Loan Participants under the Operative Documents and the Facility Amount shall be reduced to US$152,000,000, as if the Borrower had canceled such Facility Amount accordance with Section 3.5. The Maximum Commitment of each Continuing Loan Participant shall be unchanged.

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[Amendment No. 2 to Credit Agreement HSH/AS B737-800]

(c) Unless the Borrower gives notice to the Continuing Loan Participants five Business Days prior to the Non Continuing Repayment Date, on the Non Continuing Repayment Date, provided that no Event of Default is continuing, the Borrower shall make a Drawing from the Continuing Loan Participants in an amount equal to the principal amount of the Drawing repaid by the Borrower to the Non Continuing Loan Participant pursuant to Section 3.6(a) on Non Continuing Repayment Date, or such lesser amount such that no more than the aggregate Maximum Commitment applying on and from the Non Continuing Repayment Date is outstanding. Subject to satisfaction of the conditions precedent specified in Sections 4.2 of the Credit Agreement, such Drawing shall be made available by each Continuing Loan Participant in accordance with their Participation Percentage. If the Borrower fails to repay the Non Continuing Loan Participant on the Non Continuing Repayment Date then no Drawing shall be made by a Continuing Loan Participant and the Borrower shall pay any Break Costs associated with a Continuing Loan Participant’s failed Drawing in accordance herewith”

(b) In Schedule I to the Credit Agreement, each occurrence of the following contact details:

[***]*

shall be replaced with the following:

[***]*

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[Amendment No. 2 to Credit Agreement HSH/AS B737-800]

(c) Schedule III to the Credit Agreement is hereby replaced with a new Schedule III in the form specified in Annex A hereto.

(d) In Annex A, the definition of “Loan Participant” is hereby amended and restated in its entirety to read as follows:

““ Loan Participant ” means those parties identified in Schedule I to the Credit Agreement, and their successors and assigns, provided that, subject to repayment by the Borrower of the Non Continuing Loan Participant on the Non Continuing Repayment Date in accordance with Section 3.6(a) of the Credit Agreement, from the Non Continuing Repayment Date, the Non Continuing Loan Participant shall not be a Loan Participant.”

(d) In Annex A, add a new definition of “Continuing Loan Participant” in the appropriate alphabetical position as follows:

““ Continuing Loan Participant ” means each Loan Participant other than the Non Continuing Loan Participant.”

(e) In Annex A, the definition of “Facility Amount” shall be amended and restated in its entirety as follows:

““ Facility Amount ” means $172,000,000, or such lesser amount as is specified in Schedule III to the Credit Agreement, as cancelled or reduced by the Borrower under Section 3.5 or Section 3.6(a) of the Credit Agreement “

(f) In Annex A, the definition of “Final Repayment Date” shall be amended and restated in its entirety as follows:

““ Final Repayment Date ” means, for the Non Continuing Loan Participant, the Non Continuing Repayment Date, and, for the Continuing Loan Participants, August 31, 2011.”

(g) In Annex A, add a new definition of “Non Continuing Loan Participant” in the appropriate alphabetical position as follows:

““ Non Con