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Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (November 5, 2020)

Summary

A U.S. Department of the Treasury report dated November 5, 2020, under Section 4026(b)(1)(C) of the CARES Act, reflecting 21 outstanding loans to air carriers, eligible businesses and national security businesses. Its financial statement lists loan amounts including $7,500,000,000 for American Airlines, Inc., $5,170,000,000 for United Airlines, Inc. and $1,948,000,000 for JetBlue Airways Corporation. YRC Worldwide, Inc. shows a $700,000,000 loan amount, $319,800,000 in total anticipated disbursements, $322,094,682 outstanding and $1,147,341 in cash interest receipts. Footnotes record amendments that increased the maximum loans to Alaska Airlines, American Airlines, Hawaiian Airlines, JetBlue Airways and SkyWest Airlines.

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“Treasury Report Under Section 4026(b)(1)(C) of the CARES Act (November 5, 2020).” 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-11-05-2020-6a9062f492/, SHA-256 f3156cf2862ae57e6bbfa4374da3739a55a73c89972093a58beab637d0b9e96a.

Full text

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

                                    November 5, 2020

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:




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   (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 21 outstanding loans.

(See next page)




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Detailed Financial Statement
                                                                                                                                          Total
                                                                                                                                       Outstanding
                           Borrower                              Date of Loan    Maturity    Total Anticipated Loan                       Loan        Cash Interest
   Borrower Name            Type1           City2       State2    Agreement       Date              Amount            Disbursements3    Amount4         Receipts
                            Repair
 Aero Hydraulics, Inc       Station      Fayetteville    GA       10/26/2020    10/24/2025          $450,000             $450,000       $450,000           $0
                           Operator
                                                                  9/28/2020
                           Passenger
 Alaska Airlines, Inc.5                    Seattle       WA       (amended      9/26/2025        $1,928,000,000        $135,000,000    $135,000,000        $0
                           Air Carrier
                                                                  10/3/2020)
                                                                  9/25/2020
  American Airlines,       Passenger
                                         Fort Worth      TX       (amended      6/30/2025        $7,500,000,000        $550,000,000    $550,000,000        $0
        Inc.6              Air Carrier
                                                                 10/21/2020)

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

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

                           Passenger
 Frontier Airlines, Inc.                   Denver        CO       9/28/2020     9/26/2025         $574,000,000         $150,000,000    $150,000,000        $0
                           Air Carrier
                                                                  9/25/2020
  Hawaiian Airlines,       Passenger
                                          Honolulu       HI       (amended      6/28/2024         $622,000,000         $45,000,000     $45,000,000         $0
        Inc.7              Air Carrier
                                                                 10/23/2020)
                                                                  9/29/2020
   JetBlue Airways         Passenger     Long Island
                                                         NY       (amended      9/29/2025        $1,948,000,000        $115,000,000    $115,000,000        $0
    Corporation8           Air Carrier      City
                                                                  11/3/2020)
                           Cargo Air
 Legacy Airways, LLC                       Conroe        TX       10/20/2020    10/20/2025         $1,817,306           $1,817,306      $1,817,306         $0
                            Carrier
                            National
    MapLarge, Inc.                         Atlanta       GA       11/2/2020     10/31/2025        $10,000,000          $10,000,000     $10,000,000         $0
                            Security
   Meridian Rapid           National
                                         Pasadena        CA       10/30/2020    10/30/2025         $7,100,000           $7,100,000      $7,100,000         $0
 Defense Group, LLC         Security
                           Passenger
  Mesa Airlines, Inc.                     Phoenix        AZ       10/30/2020    10/30/2025        $200,000,000         $43,000,000     $43,000,000         $0
                           Air Carrier




                                                                                       3
                                                                                                                                                              Total
                                                                                                                                                           Outstanding
                          Borrower                                   Date of Loan       Maturity       Total Anticipated Loan                                 Loan            Cash Interest
  Borrower Name            Type1             City2         State2     Agreement          Date                 Amount                  Disbursements3        Amount4             Receipts
Ovation Travel Group,       Ticket
                                           New York          NY        10/15/2020      10/15/2025             $20,000,000                $20,000,000       $20,000,000              $0
         Inc.               Agent

 oVio Technologies,        National
                                        Newport Beach        CA        11/2/2020       10/31/2025              $1,186,900                $1,186,900         $1,186,900              $0
        Inc.               Security
                                                                       9/29/2020
  SkyWest Airlines,       Passenger
                                          St. George         UT        (amended         9/29/2025            $725,000,000                $60,000,000       $60,000,000              $0
       Inc.9              Air Carrier
                                                                      10/28/2020)
  Southern Airways        Passenger        Pompano
                                                             FL        10/28/2020      10/28/2025              $1,838,501                $1,838,501         $1,838,501              $0
   Express, LLC           Air Carrier       Beach
                          Passenger
  Sun Country, Inc.                       Minneapolis        MN        10/26/2020      10/24/2025             $45,000,000                $45,000,000       $45,000,000              $0
                          Air Carrier
                          Passenger
 United Airlines, Inc.                      Chicago          IL        9/28/2020        9/26/2025           $5,170,000,000              $520,000,000       $520,000,000             $0
                          Air Carrier
                           National
Visual Semantics, Inc.                       Austin          TX        10/30/2020      10/30/2025              $1,053,200                $1,053,200         $1,053,200              $0
                           Security
     Wiser Imagery         National
                                         Murfreesboro        TN        10/30/2020      10/30/2025              $3,069,700                $3,069,700         $3,069,700              $0
     Services, LLC         Security
                          National
YRC Worldwide, Inc.                     Overland Park        KS         7/8/2020        9/30/2024            $700,000,000               $319,800,000       $322,094,682        $1,147,341
                          Security
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 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.




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7.   Hawaiian Airlines entered into a loan agreement for up to $420 million on September 28, 2020, and an amendment on October 23, 2020, increasing the maximum loan
     amount by $202 million.
8.   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.
9.   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.




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