AMENDMENT No. 1, dated as of January 7, 2019 (this Amendment), to the Asset-Based Revolving Credit Agreement, dated as of December 13, 2017 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the Credit Agreement), among SCA ACQUISITION, LLC, a Delaware limited liability company (Holdings), MN AIRLINES, LLC, a Minnesota limited liability company (d/b/a Sun Country Airlines) (the Borrower), the Lenders from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent (together with its successors and assigns, the Administrative Agent). Capitalized terms used but not defined herein have the meaning provided in the Credit Agreement as amended hereby (the Amended Credit Agreement).
WHEREAS, pursuant to Section 9.08(b) of the Credit Agreement, Holdings (prior to a Qualified IPO), the Borrower and the Required Lenders may agree to amend the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendment. Section 6.01(i) of the Credit Agreement is hereby amended and restated in its entirety as of the Amendment No. 1 Effective Date (as defined below) as follows:
(i) (i) Capitalized Lease Obligations and mortgage financings incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, together with the aggregate amount of any other Indebtedness outstanding pursuant to this Section 6.01(i), would not exceed the sum of (x) the greater of $5,000,000 and 0.046 times EBITDAR calculated on a Pro Forma Basis for the then most recently ended Test Period and (y) Capitalized Lease Obligations in respect of the hangar known as Building B at Minneapolis-Saint Paul International Airport, in the case of this clause (y), in an aggregate amount not to exceed $15,000,000 at any one time outstanding, and (ii) any Permitted Refinancing Indebtedness in respect thereof;.