AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of October 28, 2008
(this “ Amendment ”), to the Amended and
Restated Senior Secured Credit Agreement, dated as of September 3,
2008 (as amended, restated, amended and restated, supplemented,
refinanced, replaced or otherwise modified from time to time, the
“ Credit Agreement ”), among Midwest
Airlines, Inc. (the “ Borrower ”),
Midwest Air Group, Inc. (“ Parent ”),
each of the subsidiaries of the Borrower from time to time party
thereto, each lender from time to time party thereto (the “
Lenders ”), Wells Fargo Bank Northwest,
National Association (“ Wells Fargo ”),
as administrative agent (in such capacity, the “
Administrative Agent ”) and Wells Fargo, as
Collateral Agent.
W I T N E S S E T H
:
WHEREAS, subject to the terms
and conditions of this Amendment, the parties hereto wish to amend
the Credit Agreement as provided herein.
NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as
follows:
SECTION 1. Definitions
. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. Limited
Waiver . Concurrently with the funding of
$20,000,000 of additional Term Loans on October 28, 2008 pursuant
to Sections 2.01(c) and (d) of the Credit Agreement, and subject to
Section 12.22 of the Credit Agreement (as amended hereby), the
Lenders hereby waive the conditions set forth in Section 4.02 of
the Credit Agreement; provided, that the parties acknowledge and
agree that the limited waiver set forth in this Section 2 shall not
be construed as an acknowledgement by any Lender that any or all of
the conditions set forth in Section 4.02 of the Credit Agreement
have or have not been satisfied as of the date hereof, and such
conditions shall not be deemed to be satisfied except as in
accordance with Section 12.22 of the Credit Agreement (as amended
hereby).
SECTION 3. Amendment of
the Credit Agreement . The Credit Agreement is
hereby amended, effective as of the Amendment No. 1 Effective Date
(as defined below), as follows:
3.1. Amendment to
Exhibits. The exhibits to the Credit Agreement are
hereby amended by adding a new Exhibit J in the form attached
hereto as Exhibit J.
3.2. Amendment to
Section 1.1 . Section 1.1 of the Credit Agreement is
hereby amended by inserting the following new definition in
appropriate alphabetical order:
“ Instruction Letter ”
means the Instruction Letter attached hereto as Exhibit
J.
3.3. Amendment to
Article II . Article II is hereby amended by adding
the following new Section 2.02(b)(vi):
“(vi) In
the event the conditions set forth in Section 4.02 have not been
satisfied (or waived) to the satisfaction of each Significant
Lender (or waived by each Significant Lender) on or before April
30, 2009, the Borrower shall prepay an aggregate principal amount
of the Term Loans equal to the amount of funds required to be in
the Account (as defined in the Instruction Letter) subject to the
terms of the Instruction Letter, as amended, modified or replaced
from time to time, as of such date.”
3.4. Amendment to
Article VII . Article VII is hereby amended by
adding the following new Section 7.23:
“7.23
E-170 Expenditures . Make any expenditures (other
than de minimis expenditures) in respect of the E170
certification program until the later of April 30, 2009 or
completion of the labor agreement contemplated by the Business
Plan.”
3.5.
Amendment to Article XII . Article XII is hereby
amended by adding the following new Section 12.22:
“12.22
Revocation of Instruction Letter . Each Lender
hereby agrees to instruct the Collateral Agent (and the Collateral
Agent agrees to follow such instructions) (x) upon the receipt by
the Administrative Agent of a certificate from a Responsible
Officer of the Borrower certifying, to the satisfaction of each
Significant Lender, that (i) the agreements between the Borrower
and each of Boeing Capital Corporation and Skywest Airlines, Inc.
include provisions to effectuate the cash flow and permanent cost
reductions described in the business plan provided by the Borrower
to the TPG Entities and Republic, (ii) each such agreement has been
duly executed and delivered by each Loan Party that is a party
thereto and (iii) each such agreement constitutes a legal, valid
and binding obligation of such Loan Party, en
