Frontier Airlines 2008 Annual Report Download - page 165

EXHIBIT 10.62(b)
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, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or
by equitable principles relating to enforceability, to modify the Instruction Letter in order to reduce the amount of funds in the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠