By:
Name:
Title:
Address for Notices:
Wire Instructions:
[ASSIGNOR]
By:
Name:
Title:
Address for Notices:
Wire Instructions:
EXHIBIT B
Page 4
[Credit Agreement HSH/AS B737-800]
EXHIBIT A TO ASSIGNMENT AGREEMENT
REQUEST FOR LOAN CERTIFICATE AND REGISTRATION
,
To: HSH Nordbank AG New York Branch,
as Security Agent
Ladies and Gentlemen:
We refer to the assignment by
(the "Assignor"), of certain of its rights and obligations
with respect to Loan Certificate No.
in the principal amount of
$
(the "Assignor's Loan Certificate") to
(the "Assignee"), pursuant
to an Assignment Agreement [HSH/AS B737-800] dated as of
,
between the Assignor and the Assignee. Capitalized terms not
otherwise defined herein shall have the meanings assigned thereto in such
Assignment Agreement. The Assignor hereby delivers the Assignor's Loan
Certificate to HSH Nordbank AG New York Branch, in its capacity as Security
Agent. The Assignor requests Alaska Airlines, Inc. to issue to (i) the Assignee
a new Loan Certificate (the "New Loan Certificate") in the principal amount of
$
and (ii) to the Assignor a new Loan Certificate (the "Assignor's
New Loan Certificate") in the principal amount of $
, each, with a
[Borrowing Date] issue date.
The Security Agent is hereby instructed to pay all interest on the portion of
the Assignor's Loan Certificate being assigned hereunder accrued through the
date hereof directly to the Assignor on the date such interest is payable and
paid.
The Assignor requests the Security Agent to deliver the New Loan Certificate to
the Assignee at its address set forth below and to deliver the Assignor's New
Loan Certificate to the undersigned.
Very truly yours,
[ASSIGNOR]
By:
Name:
Title:
EXHIBIT B
Page 5
[Credit Agreement HSH/AS B737-800]
Address for Notices:
Wire Instructions:
[ASSIGNEE]
By:
Name:
Title:
Address for Notices:
Wire Instructions:
Accepted and Agreed:
HSH NORDBANK AG NEW YORK
BRANCH, as Security Agent
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT B
Page 6
[Credit Agreement HSH/AS B737-800]
EXHIBIT C
CONSENT AND AGREEMENT TO
MORTGAGE AND SECURITY AGREEMENT [HSH/AS B737-800]
THIS CONSENT AND AGREEMENT ("Consent") entered into as of October
, 2005
is among Alaska Airlines, Inc. ("Alaska"), each Loan Participant identified on
the signature pages hereto (together with their successors and assigns, "Loan
Participants"), HSH Nordbank AG New York Branch, as Security Agent on behalf of
each Loan Participant ("Assignee") and The Boeing Company ("Manufacturer").
RECITALS
A. Alaska and Assignee have heretofore entered into that certain Credit
Agreement [HSH/AS B737-800] dated as of October 19, 2005 ("Credit Agreement")
among Alaska, the Loan Participants and Assignee, pursuant to which the Loan
Participants have agreed to make certain funds available to Alaska in order to
enable Alaska to meet certain of its deposit and advance payment obligations
under the Boeing Purchase Agreement in respect of the Aircraft specified in the
Mortgage (those aircraft that Alaska has agreed to purchase which the Loan
Participants are funding are referred to hereinafter as the "Aircraft").
B. Alaska and Assignee have entered into that certain Mortgage and Security
Agreement [HSH/AS B737-800] dated