Amendment No. 1 to Amended and Restated Senior Secured Credit Agreement, among Midwest Airlines, Inc., Midwest Air Group, Inc., its subsidiaries, Wells Fargo Bank Northwest, National Association and the lenders party thereto, dated as of October 28, 2008

 

 

EXHIBIT 10.62(b)

 

 

 

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:

 

    “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 Account (as defined in the Instruction Letter) that are subject to the Instruction Letter from $20,000,000 to $10,000,000 and (y) upon the satisfaction (or waiver) of the conditions set forth to the Milestone Achievement Date in Section 4.02 to the satisfaction of each Significant Lender, to promptly revoke the Instruction Letter.  The Collateral Agent agrees that it will not revoke or modify the Instruction Letter unless instructed to do so by the Required Lenders.”

 

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

 

 

 

 

	SKYWAY AIRLINES, INC.
	By:	/s/ Curtis E. Sawyer
		Name: Curtis E. Sawyer
		Title:      Vice President

 

 

 

 

	MIDWEST EXPRESS SERVICES – KANSAS CITY, INC.
	By:	/s/  Curtis E. Sawyer
		Name: Curtis E. Sawyer
		Title:     President

 

 

 

 

	YX PROPERTIES, LLC
	By: Midwest Express Services – Omaha, Inc., its sole member
	By:	/s/ Curtis E. Sawyer
		Name: Curtis E. Sawyer
		Title:     President

 

 

 

 

	TPG MIDWEST US V, LLC, as Lender
	By: TPG Advisors V, Inc.
	Its: Managing Member
	By:	/s/ Clive Bode