Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2022, JetBlue Airways Corporation ("JetBlue" or the "Company")
entered into the Second Amended and Restated Credit and Guaranty Agreement (the
"Second Amended and Restated Agreement"), amending and restating its Amended and
Restated Credit and Guaranty Agreement, dated as of April 6, 2017, as amended by
the First Amendment, dated August 1, 2019, and the Second Amendment, dated
February 20, 2020 (the "Existing Credit Facility", and as amended by the Second
Amended and Restated Agreement, the "Amended Credit Facility"), among the
Company, the subsidiaries of the Company party thereto from time to time, as
guarantors, the lenders party thereto from time to time and Citibank, N.A., as
administrative agent (the "Agent"). The Second Amended and Restated Agreement is
among the Company, the subsidiaries of the Company party thereto from time to
time, as guarantors, the Agent and the lenders party thereto from time to time.
The Second Amended and Restated Agreement modifies the Existing Credit Facility
to, among other things, (i) increase the lending commitments by $50 million, for
total lending commitments of $600 million, and (ii) establish the maturity date
for the $600 million in lending commitments as October 21, 2024. JetBlue has not
made any drawings under the Amended Credit Facility as of the date of this
report.
Borrowings under the Amended Credit Facility bear interest at a variable rate
based on the secured overnight financing rate, known as SOFR, plus a margin of
2.00% per annum, or another rate (at JetBlue's election) based on certain market
interest rates, plus a margin of 1.00% per annum, in each case with a floor of
0%.
The obligations of JetBlue under the Amended Credit Facility are secured by
liens on certain (i) eligible aircraft spare parts; (ii) aircraft and spare
engines; and (iii) flight training devices (the "Collateral"). Under the terms
of the Amended Credit Facility, JetBlue may also pledge, among other things,
cash and cash equivalents and slots, gates and routes.
The Amended Credit Facility continues to contain customary representations,
warranties and covenants. The Amended Credit Facility also includes provisions
that require the Company to maintain (i) unrestricted cash and cash equivalents
and unused commitments available under all revolving credit facilities
(including the Amended Credit Facility) aggregating not less than $750 million
and (ii) a minimum ratio of the borrowing base of the Collateral (determined as
the sum of a specified percentage of the appraised value of each type of
Collateral) to outstanding obligations under the Amended Credit Facility of not
less than 1.0 to 1.0. If the Company does not meet the minimum collateral
coverage ratio, it must either provide additional collateral to secure its
obligations under the Amended Credit Facility or repay the loans under the
Amended Credit Facility (or both) to the extent necessary to maintain compliance
with the collateral coverage ratio.
The Amended Credit Facility contains events of default customary for similar
financings. Upon the occurrence of an event of default, the outstanding
obligations under the Amended Credit Facility may be accelerated and become due
and payable immediately. In addition, if certain change of control events occur
with respect to JetBlue, each lender under the Amended Credit Facility has the
right to require the Company to repay any loan that it has made under the
Amended Credit Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 above "Entry into a Material
Definitive Agreement" is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1*** Second Amended and Restated Credit and Guaranty Agreement, dated as
of October 21, 2022, among JetBlue Airways Corporation, as Borrower,
the Subsidiaries of the Borrower party thereto as Guarantors, the
Lenders party thereto and Citibank, N.A., as Administrative Agent .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
*** Information in this exhibit identified by brackets is confidential and
has been excluded because it (i) is not material and (ii) is the type
of information that the registrant treats as private or confidential.
© Edgar Online, source Glimpses