REVOLVING CREDIT AGREEMENT (2020-1A) Dated as of July 2, 2020 between U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, U.S. BANK TRUST NATIONAL ASSOCIATION, as agent and trustee for the trustee of Alaska Air Pass Through Trust 2020-1A, as...Revolving Credit Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
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 TrusteePass 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”).
PARTICIPATION AGREEMENTParticipation 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
REVOLVING CREDIT AGREEMENT (2020-1B) Dated as of July 2, 2020 between U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, U.S. BANK TRUST NATIONAL ASSOCIATION, as agent and trustee for the trustee of Alaska Air Pass Through Trust 2020-1B, as...Revolving Credit Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
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”).
SCHEDULE IParticipation Agreement, Indenture and Security Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled
The following documents (hereinafter collectively referred to as the “N568AS Documents”) have been filed: (a) Participation Agreement (N568AS), dated as of July 2, 2020, among Alaska Airlines, U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank Trust National Association, in its individual capacity as set forth therein (filed as Exhibit 4.12) and (b) Indenture and Security Agreement (N568AS), dated as of July 2, 2020, between Alaska Airlines and U.S. Bank Trust National Association, as Loan Trustee (filed as Exhibit 4.13).
INTERCREDITOR AGREEMENT Dated as of July 2, 2020 among as Trustee of the Alaska Air Pass Through Trust 2020-1A and Alaska Air Pass Through Trust 2020-1B CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, ACTING THROUGH ITS NEW YORK BRANCH as Class A...Intercreditor Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
This INTERCREDITOR AGREEMENT, dated as of July 2, 2020, is made by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a national association organized under the laws of the United States of America (in its individual capacity, together with its successors and permitted assigns, “USB”), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a société anonyme organized under the laws of France, acting through its New York Branch (“CACIB”), as Class A Liquidity Provider and Class B Liquidity Provider, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the “Subordination Agent”).
TRUST SUPPLEMENT NO. 2020-1B Dated as of July 2, 2020 between ALASKA AIRLINES, INC. HORIZON AIR INDUSTRIES, INC. and as Trustee, to PASS THROUGH TRUST AGREEMENT Dated as of July 2, 2020 Alaska Air Pass Through Trust 2020-1B Alaska Air Pass Through...Trust Supplement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2020-1B, dated as of July 2, 2020 (as amended from time to time, the “Trust Supplement”), between ALASKA AIRLINES, INC., an Alaska corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, “Alaska Airlines”), HORIZON AIR INDUSTRIES, INC., a Washington corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, “Horizon” and, together with Alaska Airlines, the “Airlines”, and each, an “Airline”) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of July 2, 2020, among Alaska Airlines, Horizon and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (the “Basic Agreement”).
TRUST SUPPLEMENT NO. 2020-1A Dated as of July 2, 2020 between ALASKA AIRLINES, INC. HORIZON AIR INDUSTRIES, INC. and as Trustee, to PASS THROUGH TRUST AGREEMENT Dated as of July 2, 2020 Alaska Air Pass Through Trust 2020-1A Alaska Air Pass Through...Trust Supplement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled • New York
This TRUST SUPPLEMENT NO. 2020-1A, dated as of July 2, 2020 (as amended from time to time, the “Trust Supplement”), between ALASKA AIRLINES, INC., an Alaska corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, “Alaska Airlines”), HORIZON AIR INDUSTRIES, INC., a Washington corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, “Horizon” and, together with Alaska Airlines, the “Airlines”, and each, an “Airline”) and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of July 2, 2020, among Alaska Airlines, Horizon and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (the “Basic Agreement”).
SCHEDULE IIIParticipation Agreement, Indenture and Security Agreement • July 6th, 2020 • Alaska Air Group, Inc. • Air transportation, scheduled
The following documents (hereinafter collectively referred to as the “N626QX Documents”) have been filed: (a) Participation Agreement (N626QX), dated as of July 2, 2020, among Horizon, U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank Trust National Association, in its individual capacity as set forth therein (filed as Exhibit 4.16) and (b) Indenture and Security Agreement (N626QX), dated as of July 2, 2020, between Horizon and U.S. Bank Trust National Association, as Loan Trustee (filed as Exhibit 4.17).
