ex10-1.htm


    
       

      
         


      

      
         


        
          Exhibit
10.1

        

      

    


    AMENDMENT
NO. 3 TO CREDIT AGREEMENT [HSH/AS B737-800]

    


    THIS AMENDMENT NO. 3 TO CREDIT
AGREEMENT, dated as of May 29, 2009 (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 and
Amendment No. 2 to Credit Agreement dated as of November 26, 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 by 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 May 29,
2009 (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)           Schedule
III to the Credit Agreement is hereby replaced with a new Schedule III in the
form specified in Annex A hereto.

     

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

     

    ““Facility
Amount” means $90,500,000, 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.”

     

    Section 3. Condition
Precedent.  The effectiveness of this Amendment is subject to
the receipt by the Security Agent of a certificate of the Secretary or an
Assistant Secretary of the Borrower as to the incumbency and specimen signature
of the officer of the Borrower who shall

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 4. have
executed this Amendment on behalf of the Borrower on or about the date hereof,
which shall be satisfactory to the Security Agent in form and
substance.

     

    Section 5. Scope and Effectiveness of
Amendment.

     

    (a) This
Amendment and the agreements set forth herein shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
from and after the Amendment Effective Date.  This Amendment shall not
have retroactive effect and the original provisions contained in the Credit
Agreement shall apply up to the Amendment Effective Date.

     

    (b) On and
after the Amendment Effective Date (i) this Amendment shall become a part of the
Credit Agreement, and (ii) each reference in (x) the Credit Agreement to “this
Agreement”, “hereof” or “hereunder” or words of like import, and (y) any other
Operative Document to the “Credit Agreement”, shall be a reference to the Credit
Agreement, as amended or modified hereby.

     

    (c) Except as
expressly amended or modified hereby, the Credit Agreement, as amended prior to
the date hereof, shall remain in full force and effect and is hereby ratified
and confirmed by the parties hereto.

     

    (d) Each
party hereto agrees and acknowledges that this Amendment constitutes an
“Operative Document” under the Credit Agreement.

     

    Section 6. Miscellaneous.

     

    6.1 Notices.  Section
10 of the Credit Agreement shall apply hereto as if set out in full in this
Amendment.

     

    6.2 Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

     

    6.3 Expenses.  The
Borrower agrees to pay the costs and expenses of the Security Agent and the
Lenders, including reasonable fees and expenses of Vedder, Price, Kaufman &
Kammholz, P.C. in connection with the negotiation, preparation, execution and
delivery of this Amendment.

     

    6.4 Captions.  Captions
and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Amendment.

     

    6.5 Counterparts.  This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart.

     

    6.6 Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.

     

    (a) This
Agreement shall in all respects be governed by, and construed in accordance
with, the law of the State of New York.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Each
party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
against another party or its properties in the courts of any
jurisdiction.

     

    (c) Each
party hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in Section
5.6(b).  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     

    (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10 of the Credit
Agreement.  Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by
law.

     

    (e) EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    Section 7. Direction.  The
Lenders direct the Security Agent to execute this Amendment.

     

    [Signatures
Follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective officers as of the day and year first above written.

     

    
      	 
      	
              ALASKA AIRLINES, INC.,
      Borrower

              By:                      

              Name:

              Title:

            
	 
      	
              HSH NORDBANK AG NEW YORK
      BRANCH, Security Agent

              By:

              Name:

              Title:

              By:                      

              Name:

              Title:

            
	 
      	
              LOAN
      PARTICIPANTS:

              HSH
      NORDBANK AG NEW YORK BRANCH

              By:

              Name:

              Title:

              By:                      

              Name:

              Title:

            
	 
      	
              NORDDEUTSCHE
      LANDESBANK GIROZENTRALE

              By:

              Name:

              Title:

              By:

              Name:

              Title:

              RZB
      FINANCE LLC

              By:                      

              Name:

              Title:

            
	 
      	
              HYPO
      PUBLIC FINANCE USA, INC.

              By:

              Name:

              Title:

              By:                      

              Name:

              Title:

            
	 
      	
              KAUPTHING
      BANK HF.

              By:                      

              Name:

              Title:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
III*

    


    *
Indicates that Schedule III in its entirety has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted
portions.