Frontier Airlines 2008 Annual Report Download - page 112

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (“ Agreement”) is entered into as of September
3, 2008, among MIDWEST AIRLINES, INC., a Wisconsin corporation (the “Borrower”), MIDWEST AIR GROUP, INC., a
Wisconsin corporation (“Parent”), each of the Subsidiaries of the Borrower from time to time party hereto (together with the Parent
and any future direct and indirect Subsidiaries of the Borrower, the “Guarantors”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”) and Wells Fargo Bank Northwest, National Association (“ Wells Fargo”),
as administrative agent to the Lenders (together with its successors in such capacity, the “Administrative Agent”) and as collateral
agent to the Lenders (together with its successors in such capacity, the “Collateral Agent”).
PRELIMINARY STATEMENTS
1. The Borrower, the Guarantors, the lenders party thereto (the “Existing Lenders”) and the Agents entered into the Senior
Secured Credit Agreement (the “Initial Credit Agreement”), dated as of July 11, 2008 (the “Initial Closing Date”) whereby the
Existing Lenders extended certain senior secured term loans to the Borrower on the Initial Closing Date in an aggregate principal
amount of $10,000,000 (the “Initial Term Loans”);
2. The Borrower, the Guarantors, Northwest Airlines, Inc., a Minnesota corporation (“ Northwest”) and the Collateral Agent
entered into the Reimbursement Agreement (the “Initial Reimbursement Agreement”), dated as of July 24, 2008, whereby the
Borrower agreed to reimburse Northwest for any draws upon the letter of credit issued by U.S. Bank National Association (in such
capacity, the “U.S. Bank”) to and for the benefit of U.S. Bank National Association (in such capacity, the “ Processing Bank”) in the
stated amount of $10,000,000, with Northwest being the account party in respect of such letter of credit, such letter of credit having
been issued in order to induce the Processing Bank to release to Midwest $10,000,000 of cash collateral supporting certain contingent
credit card processing obligations of Midwest to the Processing Bank;
3. The Borrower, the Guarantors, Northwest and the Collateral Agent have entered into the Amended and Restated
Reimbursement Agreement, dated as of September 3, 2008 as amended, restated, amended and restated, replaced, supplemented or
otherwise modified from time to time, “Reimbursement Agreement”), amending and restating the Initial Reimbursement Agreement;
4. The Borrower, the Guarantors, the Existing Lenders and the Agents entered into the First Amendment to the Initial Credit
Agreement (the “First Amendment”), dated as of July 24, 2008 whereby the Existing Lenders agreed to amend certain provisions of
the Initial Credit Agreement in connection with the Reimbursement Agreement and to allocate payments between the Existing
Lenders and Northwest;
5. The Borrower, the Guarantors, the Existing Lenders and the Agents entered into the Second Amendment to the Initial
Credit Agreement (the “Second Amendment”), dated as of August 1, 2008 (the “Second Amendment Effective Date”) whereby the
Existing Lenders extended certain additional senior secured term loans to the Borrower on the Second Amendment Effective Date in
an aggregate principal amount of $5,000,000 (the “Second Term Loans”, and together with the Initial Term Loans, the “Existing
Term Loans”);
6. The Borrower, the Guarantors, the Existing Lenders and the Agents entered into the Third Amendment to the Initial Credit
Agreement (the “Third Amendment”), dated as of August 11, 2008 whereby the Existing Lenders agreed to amend certain provisions
of the Initial Credit Agreement in connection with the extension of the maturity date of the Initial Credit Agreement.
7. The Borrower, the Guarantors, the Existing Lenders and the Agents entered into the Fourth Amendment to the Initial Credit
Agreement (the “Fourth Amendment”, and the Initial Credit Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment and the Fourth Amendment, the “ Existing Credit Agreement”), dated as of August 15, 2008
whereby the Existing Lenders agreed to amend certain provisions of the Initial Credit Agreement as set forth therein.
8. TPG Midwest US V, LLC, a Delaware limited liability company has resigned as Administrative Agent under the Existing
Credit Agreement and Wells Fargo has been appointed, and has accepted such appointment, as successor Administrative Agent
pursuant to Section 9.09 of the Existing Credit Agreement and shall act in the capacity of Administrative Agent hereunder until such
time as it resigns pursuant to Section 9.08 hereof.
9. The Borrower desires that Republic extend, and Republic is willing to provide, additional Term Loans on the Amendment
and Restatement Effective Date in an aggregate principal amount not to exceed $15,000,000 on the terms and conditions set forth
herein;
10. The Borrower desires that Republic and the Existing Lenders extend, and Republic and the Existing Lenders are willing to
provide, additional Term Loans on the Milestone Achievement Date in an aggregate principal amount not to exceed $20,000,000 on
the terms and conditions set forth herein;
11. It is a condition to Republic and the Existing Lenders entering into this Agreement and making the additional Term Loans
(as defined below) provided for herein that (i) the obligations of the Borrower under the Airline Service Agreement and (ii) the
obligation of the Borrower to pay damages resulting from certain terminations thereof in an aggregate amount not to exceed (x) for the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠