Amendment No. 1 to Credit Agreement, dated December 24, 2018, between Air Wisconsin Airlines LLC and the Lender
EXHIBIT 10.9.2
EXECUTION VERSION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this Amendment) is dated as of December 24, 2018 between AIR WISCONSIN AIRLINES LLC (the Borrower) and HER MAJESTY IN RIGHT OF CANADA (the Lender) and amends that certain Credit Agreement dated as of June 5, 2017 between the Borrower and the Lender (the Credit Agreement).
WHEREAS, except as otherwise defined in this Amendment, the capitalized terms used herein shall have the meanings attributed thereto in the Credit Agreement; and
WHEREAS, in order to amend the Credit Agreement, the parties have agreed to execute this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
Section 1. Amendments to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended in the following manner:
(a) The definition of Business Day is hereby deleted in its entirety and replaced with the following:
Business Day: any day, other than a Saturday or Sunday, on which commercial banks are open for business in New York, New York, Milwaukee, Wisconsin and Appleton, Wisconsin.
(b) A definition of Disclosure Certificate is hereby added as follows:
Disclosure Certificate: a certificate dated December 7, 2018, executed by Borrower and delivered to Lender, describing certain developments and contingencies applicable to Borrower.
(c) The definitions of Deferral Security Agreement and Deferral Security Agreement Trustee are hereby deleted in their entirety.
(d) The definition of Materially Adverse Change is hereby deleted in its entirety and replaced with the following:
Materially Adverse Change: the occurrence and continuation of one or more of the following events: (i) a material adverse change in the financial condition, financial results, business or operations of Borrower (as measured against Borrowers status based on December 31, 2017 year-end audited financial statements) which could reasonably be
expected to materially adversely affect its ability to perform its obligations under this Agreement, or (ii) Borrower, as debtor, shall have commenced or there shall be pending or there shall have been commenced against Borrower and be pending a case, proceeding or other action under applicable bankruptcy or insolvency laws or similar legislation.
Section 2. Amendment to Section 3.01 of the Credit Agreement. The references to 11:00 a.m. and 3:00 p.m. in Section 3.01 of the Credit Agreement are hereby deleted and replaced with references to 1:00 p.m. and 5:00 p.m., respectively.
Section 3. Amendment to Section 4.05 of the Credit Agreement. The text of Section 4.05 of the Credit Agreement is hereby deleted and replaced with the following:
(a) The audited balance sheet as of December 31, 2017, for Borrower and its consolidated subsidiaries, and the related results of operations for the year then ended, have been prepared in accordance with GAAP and fairly present, in all material respects, Borrowers financial condition as of such date and results of operations for such period, and (b) except to the extent (if any) described in the Disclosure Certificate, since December 31, 2017. there has been no Materially Adverse Change.
Section 4. Amendment to Section 8.02 of the Credit Agreement. Section 8.02 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 8.02 Notices. All communications and notices provided for under this Agreement shall be in writing (including telecopies and emails), shall be in English, shall be effective on delivery, and shall be addressed as follows (or to such other address as any such party shall designate by notice to each other such party):
if to Borrower:
Air Wisconsin Airlines LLC
W6390 Challenger Drive, Suite 203
Appleton, WI ###-###-####
Attn: President and Chief Executive Officer
Fax: (920) 749-4158
Email: ***@***
with a copy to the same address,
Attn: Chief Accounting Officer and Treasurer
Email: ***@***
if to Lender:
Her Majesty in Right of Canada
c/o Export Development Canada
150 Slater Street
Ottawa, Ontario
2
Canada K1A 1K3
Attn: Loans Services & Asset Management - Transportation
Fax: (613) 598-2514 and ###-###-####
Email: ***@***
Wherever notice, notify, or similar variations are used in this Agreement, the Mortgage, or the Notes, they mean the provision of a notice in accordance with this Section 8.02.
Section 5. Amendment to Section 8.14 of the Credit Agreement. The last sentence of Section 8.14 of the Credit Agreement is hereby deleted in its entirety.
Section 6. Amendment to Exhibit A of the Credit Agreement. Exhibit A to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
Section 7. Ratification. Except as amended hereby, the Credit Agreement continues and shall remain in full force and effect in all respects and each of the parties hereby confirms and ratifies its obligations thereunder. From and after the date hereof, each and every reference in the Credit Agreement to this Agreement, herein, hereof or similar words and phrases referring to the Credit Agreement or any word or phrase referring to a section or provision of the Credit Agreement is deemed for all purposes to be a reference to the Credit Agreement or such section or provision as amended pursuant to this Amendment.
Section 8. Counterparts. This Amendment may be signed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Amendment.
Section 9. Governing Law. This Amendment shall in all respects be governed by and construed in accordance with the laws of the state of New York, including all matters of construction, validity and performance.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their authorized officers as of the date first written above.
AIR WISCONSIN AIRLINES LLC, |
as Borrower |
By: /s/ C. R. Deister |
Name: Christine R. Deister |
Title: President and C.E.O. |
HER MAJESTY IN RIGHT OF |
CANADA, as Lender |
By: /s/ Sean Mitchell |
Name: Sean Mitchell |
Title: Principal Special Risks |
By: /s/ Brian Craig |
Name: Brian Craig |
Title: Sr. Special Risks Manager |
EXHIBIT A
DESIGNATED LEASES
FAA REGISTRATION | MSN | DATE OF LEASE | OWNER TRUSTEE | ORIGINAL EQUITY PARTICIPANT
| ||||
N408AW | 7568 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N411ZW | 7569 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N412AW | 7582 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N413AW | 7585 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N414ZW | 7586 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N415AW | 7593 | December 21, 2001 | U.S. Bank National Association | Fleet National Bank | ||||
N419AW | 7633 | April 12, 2002 | U.S. Bank National Association | ICX Corporation | ||||
N420AW | 7640 | October 30, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N423AW | 7636 | October 30, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N424AW | 7656 | October 30, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N425AW | 7663 | October 30, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N426AW | 7669 | November 14, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N427ZW | 7685 | November 14, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N428AW | 7695 | December 13, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N429AW | 7711 | December 13, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N430AW | 7719 | December 5, 2002 | U.S. Bank National Association | NCC Solar Company | ||||
N435AW | 7724 | December 13, 2002 | U.S. Bank National Association | NCC Solar Company |
Exhibit A
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