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Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (January 4, 2021)

Summary

A U.S. Department of the Treasury report under Section 4026(b)(1)(C) of the CARES Act, dated January 4, 2021, summarizing its loans to air carriers, eligible businesses and national security businesses. The report reflects 35 outstanding loans. Its financial statement lists American Airlines, Inc. with a $7,500,000,000 loan amount and $550,000,000 in total anticipated disbursements, and YRC Worldwide, Inc. with a $700,000,000 loan amount and $551,300,000 in total anticipated disbursements. Footnotes record amendments increasing the maximum loans to Alaska Airlines, American Airlines, Hawaiian Airlines, JetBlue Airways and SkyWest Airlines, and state that remaining Treasury commitments of $5 million and $19 million terminated on December 15, 2020.

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“Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (January 4, 2021).” Original at home.treasury.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/u-s-department-of-the-treasury-4026-b-1-c-loan-report-01-04-2021-ffcca1df87/, SHA-256 ac3c7168bb57880022f6f883804b17f58a984352607faf8d78abbb7b393bef9b.

Full text

                Report Under Section 4026(b)(1)(C) of the CARES Act on
   Loans to Air Carriers, Eligible Businesses, and National Security Businesses

                                      January 4, 2021

Program Description

Section 4003 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act)
authorizes the Treasury Department to make loans, loan guarantees, and other
investments to provide liquidity to eligible businesses related to losses incurred as a result
of coronavirus.

The CARES Act provides:

   (1) up to $25 billion for loans and loan guarantees for passenger air carriers; eligible
       businesses that are certified under 14 CFR part 145 and approved to perform
       inspection, repair, replace, or overhaul services; and ticket agents (as defined in
       49 U.S.C. § 40102);
   (2) up to $4 billion for loans and loan guarantees for cargo air carriers; and
   (3) up to $17 billion for loans and loan guarantees for businesses critical to
       maintaining national security.

A loan or loan guarantee under section 4003 may be made in such form and on such
terms and conditions and contain such covenants, representations, warranties, and
requirements as the Treasury Secretary determines appropriate. However, the CARES
Act specifies a number of requirements applicable to these loans. Among other
requirements under the statute, borrowers must agree to maintain employment levels as
of March 24, 2020 to the extent practicable, and in any case not reduce their employment
levels by more than 10 percent from the levels on such date, until September 30, 2020.
Borrowers must also agree to certain restrictions on employee compensation; agree not
to repurchase stock, except to the extent required under a contractual obligation in effect
as of March 27, 2020; and agree not to pay dividends or make other capital distributions
with respect to the borrower’s common stock until 12 months after the loan has been
repaid.

In addition, the CARES Act requires that Treasury receive a warrant or equity instrument
in the borrower if the borrower is a public company (unless Treasury determines that the
issuance of warrants or equity is infeasible, in which case the company must provide a
senior debt instrument), or a warrant, equity instrument, or senior debt instrument if the
borrower is a private company, to compensate taxpayers.

Reporting Requirements

The CARES Act requires Treasury to make a number of disclosures regarding its loans
and loan guarantees under section 4003 of the CARES Act:




                                              1
   (1) under section 4026(a) of the CARES Act, not later than 72 hours after any
       transaction under section 4003(b)(1), (2), or (3) of the CARES Act, Treasury must
       publish on its website a description of the transaction, certain transaction terms,
       and transaction documentation;
   (2) under section 4026(b)(1)(A) of the CARES Act, not later than seven days after any
       loan or loan guarantee under section 4003(b)(1), (2), or (3), Treasury must submit
       to Congress a report summarizing the actions taken under those provisions and
       certain related financial information;
   (3) under section 4026(b)(1)(B) of the CARES Act, not later than seven days after
       delivering the report to Congress described above, Treasury must publish the
       report on its website; and
   (4) under section 4026(b)(1)(C) of the CARES Act, every 30 days while a loan or loan
       guarantee under section 4003(b)(1), (2), or (3) is outstanding, Treasury must
       publish on its website a report summarizing its reports to Congress described
       above.

Treasury has published the information and reports described above on its website at
https://home.treasury.gov/policy-issues/cares/preserving-jobs-for-american-
industry/loans-to-air-carriers-eligible-businesses-and-national-security-businesses.

Current Report

This report summarizes information about transactions under sections 4003(b)(1), (2),
and (3) of the CARES Act. This report reflects 35 outstanding loans.

(See next page)




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DETAILED FINANCIAL STATEMENT


                                                                                                                                  Total
   Borrower                                                  Date of Loan    Maturity    Total Anticipated                     Outstanding   Cash Interest
    Name            Borrower Type1      City2       State2    Agreement       Date        Loan Amount        Disbursements3   Loan Amount4    Receipts


     Aero           Repair Station
                                     Fayetteville    GA       10/26/2020    10/24/2025       $450,000           $450,000        $455,751          $0
 Hydraulics Inc.      Operator



                                                              9/28/2020
 Alaska Airlines,    Passenger Air
                                       Seattle       WA       (amended      9/26/2025     $1,928,000,000      $135,000,000    $135,000,000        $0
      Inc.5             Carrier
                                                              10/3/2020)



    Allflight       Repair Station
                                        Kent         WA       11/5/2020     11/5/2025       $4,721,260         $4,721,260      $4,721,260      $22,948
  Corporation         Operator



                                                              9/25/2020
   American          Passenger Air
                                     Fort Worth      TX       (amended      6/30/2025     $7,500,000,000      $550,000,000    $550,000,000        $0
  Airlines, Inc.6       Carrier
                                                             10/21/2020)



  American Jet
                     Passenger Air
  International                       Houston        TX       11/5/2020     11/5/2025       $1,162,124         $1,162,124      $1,162,124       $6,300
                        Carrier
  Corporation



    Aviation
                    Repair Station
 Management &                        Fort Pierce     FL       11/5/2020     11/5/2025       $4,026,705         $4,026,705      $4,048,535         $0
                      Operator
  Repairs, Inc.



 Bristin Travel,
                     Ticket Agent    Fayetteville    AR       10/26/2020    10/24/2025       $549,651           $549,651        $554,773          $0
       LLC



                                                              11/5/2020
 Caribbean Sun       Passenger Air     Virginia
                                                     FL       (amended      11/5/2025       $6,768,749         $6,768,749      $6,778,872         $0
  Airlines, Inc.7       Carrier        Garden
                                                              12/7/2020)




                                                                                3
                                                                                                                                  Total
  Borrower                                                   Date of Loan    Maturity    Total Anticipated                     Outstanding   Cash Interest
   Name           Borrower Type1         City2      State2    Agreement       Date        Loan Amount        Disbursements3   Loan Amount4    Receipts


  Channel
                  National Security    Camden        NJ       11/12/2020    11/12/2025      $2,500,000         $2,500,000      $2,500,000      $15,400
Logistics, LLC



Core Avionics
 & Industrial,    National Security     Tampa        FL       11/5/2020     11/5/2025       $6,000,000         $6,000,000      $6,000,000      $58,133
     Inc.



   Eastern         Passenger Air
                                        Wayne        PA       10/28/2020    10/28/2025     $15,000,000        $15,000,000      $15,134,400        $0
Airlines, LLC         Carrier



                                                              11/9/2020
Elite Airways,     Passenger Air
                                       Portland      ME       (amended      11/7/2025       $2,630,274         $2,630,274      $2,637,158         $0
     LLC8             Carrier
                                                              12/1/2020)



  Frontier         Passenger Air
                                        Denver       CO       9/28/2020     9/26/2025      $574,000,000       $150,000,000    $150,000,000        $0
Airlines, Inc.        Carrier



                                                              9/25/2020
  Hawaiian         Passenger Air
                                       Honolulu      HI       (amended      6/28/2024      $622,000,000       $45,000,000      $45,000,000        $0
Airlines, Inc.9       Carrier
                                                             10/23/2020)



Island Wings,                            Ft.
                  Cargo Air Carrier                  FL       11/5/2020     11/5/2025        $294,350           $294,350        $295,781          $0
     Inc.                             Lauderdale



  JetBlue                                                     9/29/2020
                   Passenger Air      Long Island
  Airways                                            NY       (amended      9/29/2025     $1,948,000,000      $115,000,000    $115,000,000        $0
                      Carrier            City
Corporation10                                                 11/3/2020)



   Legacy
                  Cargo Air Carrier     Conroe       TX       10/20/2020    10/20/2025      $1,817,306         $1,817,306      $1,841,844         $0
Airways, LLC




                                                                                4
                                                                                                                                    Total
  Borrower                                                     Date of Loan    Maturity    Total Anticipated                     Outstanding   Cash Interest
   Name            Borrower Type1         City2       State2    Agreement       Date        Loan Amount        Disbursements3   Loan Amount4    Receipts


Map Large, Inc.    National Security     Atlanta       GA       11/2/2020     10/31/2025     $10,000,000        $10,000,000      $10,104,036        $0




Meridian Rapid
  Defense          National Security   Pasadena        CA       10/30/2020    10/30/2025      $7,100,000         $7,100,000      $7,100,000      $79,019
 Group, LLC



Mesa Airlines,      Passenger Air
                                        Phoenix        AZ       10/30/2020    10/30/2025     $195,000,000       $195,000,000    $195,705,106        $0
   Inc.11              Carrier




Ovation Travel
                     Ticket Agent       New York       NY       10/15/2020    10/15/2025     $20,000,000        $20,000,000      $20,294,156        $0
 Group, Inc.



    oVio
                                        Newport
Technologies,      National Security                   CA       11/2/2020     10/31/2025      $1,186,900         $1,186,900      $1,199,248         $0
                                         Beach
    Inc.



   Republic         Passenger Air
                                       Indianapolis    IN       11/6/2020     11/6/2025      $58,000,000        $58,000,000      $58,000,000     $30,047
Airways, Inc.12        Carrier




 Semahtronix,
                   National Security     Flippin       AR       11/13/2020    11/13/2025      $1,999,100         $1,999,100      $2,009,175         $0
    LLC




 Semantic AI,
                   National Security   San Diego       CA       11/13/2020    11/13/2025       $506,300           $506,300        $509,324          $0
    Inc.



                                                                9/29/2020
   SkyWest          Passenger Air
                                       St. George      UT       (amended      9/29/2025      $725,000,000       $60,000,000      $60,000,000        $0
Airlines, Inc.13       Carrier
                                                               10/28/2020)




                                                                                  5
                                                                                                                                     Total
  Borrower                                                     Date of Loan     Maturity    Total Anticipated                     Outstanding   Cash Interest
   Name            Borrower Type1         City2       State2    Agreement        Date        Loan Amount        Disbursements3   Loan Amount4    Receipts

  Southern
                    Passenger Air       Pompano
  Airways                                              FL       10/28/2020     10/28/2025      $1,838,501         $1,838,501      $1,838,501      $16,473
                       Carrier           Beach
Express, LLC.



 SpinLaunch,
                   National Security   Long Beach      CA       11/13/2020     11/13/2025      $2,519,200         $2,519,200      $2,519,200      $12,697
     Inc.




 Sun Country,       Passenger Air
                                       Minneapolis     MN       10/26/2020     10/24/2025     $45,000,000        $45,000,000      $45,419,375        $0
     Inc.              Carrier




Thomas Global       Repair Station
                                          Irvine       CA       11/9/2020      11/7/2025       $1,400,000         $1,400,000      $1,407,590         $0
Systems, LLC          Operator




Timco Engine        Repair Station
                                         Oscoda        MI       11/5/2020      11/5/2025       $8,390,240         $8,390,240      $8,435,727         $0
 Center, Inc.         Operator



                                                                 9/28/2020
United Airlines,    Passenger Air                                (amended
                                         Chicago        IL                     9/26/2025     $7,491,000,000      $520,000,000    $520,000,000        $0
     Inc.14            Carrier                                 11/6/2020 and
                                                                12/8/2020)



   Visual
                   National Security      Austin       TX       10/30/2020     10/30/2025      $1,053,200         $1,053,200      $1,053,200      $11,722
Semantics, Inc.




Wiser Imagery
                   National Security   Murfreesboro    TN       10/30/2020     10/30/2025      $3,069,700         $3,069,700      $3,103,864         $0
Services, LLC




     YRC                                Overland
                   National Security                   KS        7/7/2020      9/30/2024      $700,000,000       $551,300,000    $553,594,683    $1,437,191
Worldwide, Inc.                          Park




                                                                                   6
Note: Data are as of the date of this report.

1. Only certain categories of entities are eligible to receive loans under sections 4003(b)(1), (2), and (3) of the CARES Act. Under those provisions, a borrower must
    be a passenger air carrier; a business that is certified under 14 CFR part 145 and approved to perform inspection, repair, replace, or overhaul services; a ticket
    agent (as defined in 49 U.S.C. 40102); a cargo air carrier; or a business critical to maintaining national security.
2. The location provided is the address included by the borrowers in their applications and may not indicate all locations in which a borrower operates.
3. “Disbursements” includes all loan disbursements.
4. “Total Outstanding Loan Amount” includes all loan disbursements and increases of loan principal amount arising from payment-in-kind (PIK) interest, less any
    repayments of principal.
5. Alaska Airlines, Inc. entered into a loan agreement for up to $1.301 billion on September 28, 2020, and an amendment on October 30, 2020, increasing the
    maximum loan amount by $627 million.
6. American Airlines, Inc. entered into a loan agreement for up to $5.477 billion on September 25, 2020, and an amendment on October 21, 2020, increasing the
    maximum loan amount by $2.023 billion.
7. Caribbean Sun Airlines, Inc. entered into a loan agreement for up to $15 million on November 5, 2020, and an amendment on December 7, 2020, extending the
    termination date for Treasury’s commitment to December 7, 2020, and decreasing the maximum loan amount by $8,231,251.
8. Elite Airways, LLC entered into a loan agreement for up to $2,630,274 on November 9, 2020, and an amendment on December 1, 2020, extending the termination
    date for Treasury’s commitment to December 1, 2020.
9. Hawaiian Airlines entered into a loan agreement for up to $420 million on September 25, 2020, and an amendment on October 23, 2020, increasing the maximum
    loan amount by $202 million.
10. JetBlue Airways Corporation entered into a loan agreement for up to $1.14 billion on September 29, 2020, and an amendment on November 3, 2020, increasing
    the maximum loan amount by $808 million.
11. Mesa Airlines, Inc. entered into a loan agreement for up to $200 million on October 30, 2020, and elected to draw $43 million on October 30, 2020, and $152
    million on November 13, 2020. Treasury’s remaining $5 million commitment terminated on December 15, 2020.
12. Republic Airlines, Inc. entered into a loan agreement for up to $77 million on November 6, 2020, and elected to draw $58 million on December 7, 2020.
    Treasury’s remaining $19 million commitment terminated on December 15, 2020.
13. SkyWest Airlines, Inc. entered into a loan agreement for up to $573 million on September 29, 2020, and an amendment on October 28, 2020, increasing the
    maximum loan amount by $152 million.
14. United Airlines, Inc. entered into a loan agreement for up to $5.17 billion on September 28, 2020, an amendment on November 6, 2020, increasing the maximum
    loan amount by $2.33 billion, and an additional amendment on December 8, 2020, reducing the maximum loan amount by $9 million.




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