AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.  The omitted materials have been filed separately with the Securities and Exchange Commission.

AMENDMENT NO. 3, dated as of June 2, 2009 (this “ Amendment ”), to the Amended and Restated Senior Secured Credit Agreement, dated as of September 3, 2008 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 28, 2008, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of January 28, 2009, 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 (together with the Parent, the “ Guarantors ”), 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 (the “ Collateral Agent ”).

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.                                 Amendment of the Credit Agreement .  The Credit Agreement is hereby amended as follows:

2.1.            Amendment to Schedules .  The Credit Agreement is hereby amended by (i) replacing Schedule 2.01 to the Credit Agreement with Schedule 2.01 hereto and (ii) inserting Schedule I hereto as a new Schedule V to the Credit Agreement.

2.2.            Amendments to Article I .

(a)           Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Term Loan” as follows:

“ Term Loan ” means (x) the Existing Term Loans and (y) any extension of credit by a Lender to the Borrower pursuant to Section 2.01(a) , Section 2.01(c) or Section 2.01(e) .

(b)           Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in appropriate alphabetical order:

“ Additional Loan ” means any extension of credit by a Lender to the Borrower pursuant to Section 2.01(e) .

“ Additional Loan Advance Date ” has the meaning set forth in Section 4.03 hereof.

“ Additional Loan Commitment ” means, as to each Lender, its obligation to make Additional Loans pursuant to Section 2.01(e) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(e).

“ Additional Loan Notice ” has the meaning set forth in Section 4.03 hereof.

“ Amendment No. 3 Effective Date ” has the meaning set forth in that certain Amendment No. 3 to Amended and Restated Credit Agreement dated as of June 2, 2009 by and among the Loan Parties, the Lenders, the Administrative Agent and the Collateral Agent.

[*] .

“ Permitted Payment ” means each of the payments described and in the amounts set forth on Schedule V hereto.

[*] .

2.3.            Amendment to Article II .  Article II of the Credit Agreement is hereby amended by inserting the following new Sections 2.01(e) and 2.01(f):

(e)            Borrowing of Additional Loans .  Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions set forth in 4.03), each Lender severally agrees to make Additional Loans to the Borrower on the Amendment No. 3 Effective Date in an aggregate maximum amount not to exceed such Lender’s Additional Loan Commitment.  Any amount advanced under this Section 2.01(e) and subsequently repaid or prepaid may not be reborrowed.  Each Lender’s Additional Loan Commitment shall terminate immediately and without further action upon the earlier of (i) the Maturity Date and (ii) the full funding of such Lender’s Additional Loan Commitment.

(f)            Borrowing Mechanics of Additional Loans .  Borrower shall deliver to Administrative Agent a fully executed Additional Loan Notice no later than 10:00 a.m. (New York City time) on the date that is at least one (1) Business Day prior to the Additional Loan Advance Date.  Promptly upon receipt by Administrative Agent of such Additional Loan Notice, Administrative Agent shall notify each Lender of its Pro Rata Share of the proposed Additional Loan.  Each Lender shall, subject to the continued satisfaction of the conditions set forth in Section 4.03 , advance an amount equal to its Pro Rata Share of such Additional Loan to the Special Controlled Account not later than 3:00 p.m. (New York City time) on the Additional Loan Advance Date.

*Confidential

2.4.            Amendment to Article IV .  Article IV of the Credit Agreement is hereby amended by adding the following new Section 4.03:

4.03            Additional Loan Conditions .  No Lender shall be obligated to make any Additional Loan hereunder unless each of the following conditions precedent is satisfied to the satisfaction of each Lender making an Additional Loan:

(a)            [*] .

(b)           The Borrower shall have delivered a notice (the “ Additional Loan Notice ”) to the Administrative Agent in accordance with Section 2.01(f) setting forth the proposed date for such Additional Loan (the “ Additional Loan Advance Date ”).

(c)           The Borrower shall have delivered to the Administrative Agent and each Lender making an Additional Loan a certificate from a Responsible Officer of the Borrower certifying that the conditions set forth in this Section 4.03 shall have been satisfied (except as to matters that require the approval or satisfaction of the Administrative Agent, the Collateral Agent and/or the Lenders), together with such evidence with respect thereto as the Administrative Agent or any Lender making an Additional Loan may request.

(d)           The representations and warranties of the Borrower and each other Loan Party contained in Article V and each other Loan Document, and which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Additional Loan Advance Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(e)           No Default shall exist or would result from the making of the Additional Loans pursuant to Sections 2.01(e) and 2.01(f).

(f)           No event or circumstance shall have occurred since the Amendment and Restatement Effective Date that, in the view of each of Lender making an Additional Loan, in each of their sole discretion, has resulted in a Material Adverse Effect that is continuing or that would be reasonably expected to result in a Material Adverse Effect.

2.5.            Amendments to Article VI .

(a)           Article VI of the Credit Agreement is hereby amended by amending and restating Section 6.11 as follows:

6.11            Use of Proceeds .  Use the proceeds of the Term Loans to provide general working capital and to pay ordinary operating costs and expense of the Loan Parties; provided that , Additional Loans may only be used for the purpose of making Permitted Payments.

(b)           Article VI of the Credit Agreement is hereby further amended by adding a new Section 6.21 as follows:

6.21            [*] .

2.6.            Amendment to Article VIII .  Article VIII of the Credit Agreement is hereby amended by deleting clauses “ First ” through “ Last ” in Section 8.03 thereof and inserting the following:

“ First , to payment of that portion of the Secured Credit Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs) payable to the Administrative Agent and the Collateral Agent in their capacities as such;

Second , to payment of that portion of the Secured Credit Obligations (excluding any Additional Loans) constituting amounts payable under Article III of this Agreement and Article III of the Reimbursement Agreement ratably among the Northwest Parties and the Lenders in proportion to the amounts described in this clause Second payable to them;

Third , to payment of that portion of the Secured Credit Obligations constituting Reimbursement Obligations up to a