Alaska Air Group, Inc. Sample Contracts

as TRUSTEE Senior Convertible Notes due 2023 INDENTURE
Indenture • May 15th, 2003 • Alaska Air Group Inc • Air transportation, scheduled • New York
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THE BOEING COMPANY
Purchase Agreement • August 5th, 2005 • Alaska Air Group Inc • Air transportation, scheduled
AGREEMENT
Pledge Agreement • May 15th, 2003 • Alaska Air Group Inc • Air transportation, scheduled • New York
ALASKA AIR GROUP, INC. (a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT Dated: December 12, 2005
Purchase Agreement • December 16th, 2005 • Alaska Air Group Inc • Air transportation, scheduled • New York
AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • September 25th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

AMENDED AND RESTATED WARRANT AGREEMENT dated as of June 23, 2020 (this “Agreement”), between ALASKA AIR GROUP, INC., a corporation organized under the laws of Delaware (the “Company”) and the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”).

PAYROLL SUPPORT PROGRAM AGREEMENT
Payroll Support Program Agreement • May 14th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This Payroll Support Program Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.

PASS THROUGH TRUST AGREEMENT Dated as of July 2, 2020 among ALASKA AIRLINES, INC., HORIZON AIR INDUSTRIES, INC. and U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee
Pass Through Trust Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This PASS THROUGH TRUST AGREEMENT, dated as of July 2, 2020 (this “Basic Agreement”), by and among ALASKA AIRLINES, INC., an Alaska corporation (together with its successors and permitted assigns, “Alaska Airlines”), HORIZON AIR INDUSTRIES, INC., a Washington corporation (together with its successors and permitted assigns, “Horizon”, and, together with Alaska Airlines, the “Airlines”, and each, an “Airline” ), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Trustee, is made with respect to the formation from time to time of separate Alaska Air Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts.

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT THAT IS MARKED BY [***] HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. INDENTURE AND SECURITY AGREEMENT (N494AS)...
Indenture and Security Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This INDENTURE AND SECURITY AGREEMENT (N494AS), dated as of July 2, 2020, is made by and between ALASKA AIRLINES, INC., an Alaska corporation (together with its successors and permitted assigns, “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, “Loan Trustee”).

PAyroll support Program EXTENSION Agreement
Payroll Support Program Extension Agreement • February 26th, 2021 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This Payroll Support Program Extension Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Program Extension Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.

PARTICIPATION AGREEMENT
Participation Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This PARTICIPATION AGREEMENT (N494AS), dated as of July 2, 2020, is made by and among ALASKA AIRLINES, INC., an Alaska corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATIO

FOIA CONFIDENTIAL TREATMENT REQUESTED AIRCRAFT GENERAL TERMS AGREEMENT
Aircraft General Terms Agreement • August 5th, 2005 • Alaska Air Group Inc • Air transportation, scheduled • Washington
WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2021 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
AGREEMENT AND PLAN OF MERGER among Alaska Air Group, Inc., Marlin Acquisition Corp. and Hawaiian Holdings, Inc. Dated as of December 2, 2023
Merger Agreement • December 4th, 2023 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 2, 2023 (this “Agreement”), is entered into by and among ALASKA AIR GROUP, INC., a Delaware corporation (“Parent”), MARLIN ACQUISITION CORP., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and HAWAIIAN HOLDINGS, INC., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “parties” and each individually a “party”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

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ALASKA AIR GROUP, INC. 2016 PERFORMANCE INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 11th, 2022 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated [AWARD DATE], by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and [PARTICIPANT NAME] (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

AGREEMENT AND PLAN OF MERGER among Alaska Air Group, Inc., Alpine Acquisition Corp. and Virgin America Inc. Dated as of April 1, 2016
Merger Agreement • April 8th, 2016 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2016 (this “Agreement”), is entered into by and among Alaska Air Group, Inc., a Delaware corporation (“Parent”), Alpine Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Virgin America Inc., a Delaware corporation (the “Company”). All capitalized and other defined terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

PAYROLL SUPPORT PROGRAM 3 AGREEMENT
Payroll Support Agreement • August 3rd, 2021 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

Recipient: Alaska Airlines, Inc. 19300 International Blvd. Seattle, WA 98199 PSP Participant Number: PSA-2004031920Employer Identification Number: 92-0009235DUNS Number: 007942493 ☐dditional Recipients: Horizon Air Industries, Inc. ☐mount of Initial Payroll Support Payment: $285,725,883 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under section 7301 of the American Rescue Plan Act of 2021. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties. The undersigned hereby agree to the attached Pay

GUARANTEE From ALASKA AIR GROUP, INC. as Guarantor to as Pass Through Trustee under the Class A Pass Through Trust Agreement, Pass Through Trustee under the Class B Pass Through Trust Agreement, Subordination Agent and Loan Trustee Dated as of July 2,...
Guarantee • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York

This Guarantee (this “Guarantee”), made and entered into as of July 2, 2020, from Alaska Air Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 19300 International Boulevard, Seattle, WA 98188, as guarantor (the “Guarantor”), to U.S. Bank Trust National Association, in its individual capacity (“U.S. Bank”) and as Pass Through Trustee under the Class A Pass Through Trust Agreement (as defined below), Pass Through Trustee under the Class B Pass Through Trust Agreement (as defined below), Subordination Agent, and Loan Trustee (collectively, together with their successors and permitted assigns (including any subsequent holder of any Guaranteed Equipment Note (as defined below)), the “Beneficiaries” and, individually, a “Beneficiary”).

ALASKA AIR GROUP, INC. 2016 PERFORMANCE INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • February 11th, 2022 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated [AWARD DATE] by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and [PARTICIPANT NAME] (the “Participant”) evidences the award of stock units (the “Award”) granted by the Corporation to the Participant as to the number of stock units (the “Stock Units”) first set forth below.

Change of Control Agreement
Change of Control Agreement • February 11th, 2016 • Alaska Air Group, Inc. • Air transportation, scheduled • Washington

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") by and between Alaska Air Group, Inc., a Delaware corporation ("Air Group"), and NAME (the "Executive") is hereby entered into effective as of the DATE day of MONTH, YEAR (the "Effective Date").

ALASKA AIR GROUP, INC. 2016 PERFORMANCE INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 11th, 2022 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated [AWARD DATE], by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and [PARTICIPANT NAME] (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.

ALASKA AIR GROUP, INC. 2016 PERFORMANCE INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • February 11th, 2022 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated [AWARD DATE], by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and [PARTICIPANT NAME] (the “Participant”) evidences the award of restricted stock units (the “Award”) granted by the Corporation to the Participant as to the number of stock units (the “Stock Units”) first set forth below.

ALASKA AIR GROUP, INC. STOCK UNIT AWARD AGREEMENT INCENTIVE AWARD
Stock Unit Award Agreement • February 2nd, 2009 • Alaska Air Group Inc • Air transportation, scheduled • Delaware

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated , by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and WILLIAM S. AYER (the “Participant”) evidences the award of restricted stock units (the “Award”) granted by the Corporation to the Participant as to the number of stock units (the “Stock Units”) first set forth below.

ALASKA AIR GROUP, INC.2016 PERFORMANCE INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT
Director Deferred Stock Unit Award Agreement • May 14th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware

THIS DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated ____________, by and between ALASKA AIR GROUP, INC., a Delaware corporation (the “Corporation”), and ___________ (the “Director”) evidences the award of stock units (the “Award”) granted by the Corporation to the Director as to the number of stock units (the “Stock Units”) first set forth below.

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