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Exhibit
10.1
THIRD AMENDMENT
TO
CREDIT
AGREEMENT
THIS THIRD AMENDMENT TO
CREDIT AGREEMENT (this “ Amendment ”) is dated
as of July 30, 2007 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 also entered into the Second Amendment to Credit Agreement
dated as of April 25, 2007 (the “ Second
Amendment ”);
D. The Original Credit
Agreement, as amended by the First Amendment and the Second
Amendment, is referred to as the “ Amended Original Credit
Agreement ;”
E. Borrower, Lenders and
Agent wish to further amend the Amended Original Credit Agreement
as set forth in this Amendment; and
F. 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.
2. Amendments to
Section 7.11. Reference to “$300,000,000” in
Section 7.11 of the Credit Agreement is hereby changed to
“$500,000,000”.
3. Conditions to
Effectiveness. This Amendment shall be effective, as of the
date hereof, upon the due execution and delivery hereof by each of
the parties hereto.
4. Representations and
Warranties. Borrower hereby represents and warrants to Agent
and each Lender that each of the representations and warranties set
forth in Article V of the Credit Agreement is true and correct
in each case as if made on and as of the date of this Amendment or,
if any such representation or warranty is stated to have been made
as of or with respect to a specific date, as of or with respect to
such specific date. Borrower agrees that representations and
warranties made in this Amendment shall constitute representations
and warranties under Article V of the Credit Agreement.
5. Reimbursement for
Expenses. Borrower shall reimburse Agent for all expenses
actually incurred by Agent in connection with the preparation of
this Amendment. Such expenses shall include all other costs or
expenses incurred by Agent or Bank of America N.A. as Lender in
connection with this Amendment or the transactions contemplated
hereby, including, without limitation, all attorney costs incurred
in connection with the preparation, negotiation and execution of
this Amendment.
6. No Further
Amendment. Except as expressly modified by this Amendment, the
Credit Agreement and the other Loan Documents shall remain
unmodified and in full force and effect and the parties hereby
ratify their respective obligations thereunder.
7.
Miscellaneous.
(a) Entire Agreement.
This Amendment comprises the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior oral
or written agreements, representations or commitments.
(b) Counterparts. This
Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of
which taken together shall constitute one and the same
Amendment.
(c) Governing Law.
This Amendment and the other agreements provided for herein and the
rights and obligations of the parties hereto and thereto shall be
construed and interpreted in accordance with the laws of the State
of Washington, excluding its conflict of laws rules.
(d) Oral Agreements Not
En
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