FOIA CONFIDENTIAL
TREATMENT REQUESTED
FOURTH AMENDMENT
TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (this “ Amendment ”) is dated as of
September 24, 2008 by and among ALASKA AIRLINES, INC., an
Alaska corporation (the “ Borrower ”), each
lender identified on the signature page hereof (collectively,
(“ Lenders ”), and BANK OF AMERICA, N.A., as
agent for Lenders (“ Agent ”).
RECITALS
A. Borrower, Agent and Lenders are
parties to that certain Credit Agreement dated as of March 25,
2005 (the “ Original Credit Agreement ”),
pursuant to which Lenders established a revolving line of credit to
Borrower;
B. Borrower, Agent and Lenders
entered into the First Amendment to Credit Agreement dated as of
September 29, 2005 (the “ First Amendment
”);
C. Borrower, Agent and Lenders
entered into the Second Amendment to Credit Agreement dated as of
April 25, 2007 (the “ Second Amendment
”);
D. Borrower, Agent and Lenders
entered into the Third Amendment to Credit Agreement dated as of
July 30, 2007 (the “ Third Amendment
”);
E. The Original Credit Agreement, as
amended by the First Amendment, the Second Amendment and the Third
Amendment, is referred to as the “ Amended Original Credit
Agreement ;”
F. Borrower, Lenders and Agent wish
to further amend the Amended Original Credit Agreement as set forth
in this Amendment; and
G. The Amended Original Credit
Agreement, as amended by this Amendment and as amended from time to
time hereafter, is referred to as “this Agreement
” or the “ Credit Agreement ;”
NOW, THEREFORE, the parties agree as
follows:
AGREEMENT
1. Definitions.
Capitalized terms used herein and
not otherwise defined shall have the meaning given in the Credit
Agreement and shall be construed in accordance with the rules of
construction set forth therein.
1
FOIA CONFIDENTIAL
TREATMENT REQUESTED
2. Amendment to Definition of
“Applicable Rate”. The definition of “Applicable Rate”
under the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
“ Applicable Rate
” means the following percentages per annum: (i) with
respect to the Commitment Fee, [***]; (ii) with respect to the
Eurodollar Rate, [***]; and (iii) with respect to the Base
Rate, [***].
3. Amendment to Definition of
“Compliance Certificate.” The definition of “Compliance
Certificate” is hereby deleted in its entirety and replaced
with the following:
“ Compliance
Certificate ” means a certificate substantially in the
form of Exhibit C to the Fourth Amendment to Credit
Agreement among the Borrower, the Lenders and the Agent.
4. Deletion of Definition of
“Fixed Charge Coverage Ratio.” The definition of “Fixed Charge Coverage
Ratio” is hereby deleted in its entirety.
5. Amendment to
Section 6.12. Sections 6.12(a), 6.12(b) and 6.12(c) are hereby
deleted and replaced with the following:
Maintenance of Unrestricted
Cash . Maintain at all
times total unrestricted cash and cash equivalents and marketable
securities (as determined in accordance with GAAP) of not less than
Five Hundred Million Dollars ($500,000,000.00).
6. Amendment Fee.
Immediately upon the execution and
delivery of this Amendment, Borrower shall pay: (i) to Agent
for the pro rata benefit of those Lenders that sign this Amendment,
an amendment fee equal to [***] of each such Lender’s
Commitment (the “ Amendment Fee ”); and
(ii) to the Administrative Agent and the Syndication Agent for
their respective benefits an amendment arrangement fee in the
amount set forth in a separate letter of even date herewith. Each
signing Lender’s pro rata share of the Amendment Fee shall
equal a fraction expressed as a percentage (carried out to the
ninth decimal place) whose numerator is such Lender’s
Commitment and whose denominator is the Aggregate Commitments of
the signing Lenders.
7. Conditions to
Effectiveness. This
Amendment shall be effective upon the Agent’s receipt of
counterparts of this Amendment, duly executed
