EXHIBIT 10.26
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as
of January 9, 2002 (the "Amendment"), is by and between MIDWEST EXPRESS
HOLDINGS, INC. (the "Borrower"), the lenders party hereto and U.S. BANK NATIONAL
ASSOCIATION, d/b/a FIRSTAR BANK, N.A. as Agent (the "Agent").
RECITALS
WHEREAS, the Borrower is party to that certain Senior Secured Revolving
Credit Agreement, dated as of August 31, 2001 (the "Credit Agreement"), by and
among the Borrower, the lenders party thereto (each, a "Lender" and
collectively, the "Lenders") and the Agent; and
WHEREAS, the Borrower, the Agent and the Lenders party hereto desire to
amend the Credit Agreement as set forth herein.
IN CONSIDERATION of the mutual covenants, conditions and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Amendment but not defined herein shall have
the definitions assigned in the Credit Agreement.
ARTICLE II
AMENDMENTS
The Credit Agreement is amended as follows:
2.1 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Availability" to be inserted in the appropriate
alphabetical order and to read as follows:
"Availability" means the result of: (i) the lesser of (a)
the Borrowing Base and (b) the aggregate of the Revolving
Committed Amounts, minus (ii) the sum of (x) the aggregate amount
of all outstanding Revolving Loans, plus (y) the aggregate amount
of all outstanding LOC Obligations, plus (z) the aggregate amount
of all outstanding Swing Line Loans.
2.2 Section 1 - Definitions - Borrowing Base. The definition of "Borrowing
Base" contained in Section 1 is amended in its entirety to read as follows:
"Borrowing Base" means the sum of (i) the Personal Property
Borrowing Base and (ii) the Real Property Borrowing Base.
2.3 Section 1 - Definitions - Consolidated Net Income. The definition of
"Consolidated Net Income" Section 1 is amended in its entirety to read as
follows:
"Consolidated Net Income" means for any period, the net
income of the Borrower and its Subsidiaries on a consolidated
basis determined in accordance with GAAP applied on a consistent
basis, but excluding those asset impairment charges, if any,
which the Agent and the Required Banks may agree in writing to
exclude. The applicable period shall be for the four consecutive
quarters ending on the date of computation, unless otherwise
expressly stated herein.
2.4 Section 1 - Definitions - Credit Documents. The definition of "Credit
Documents" contained in Section 1 is amended in its entirety to read as follows:
"Credit Documents" means the Credit Agreement, the Notes,
the Guaranty, the Parent Security Agreement, the Subsidiary
Security Agreement, the Aircraft Security Agreement, the Parent
Pledge Agreement, the Subsidiary Pledge Agreement, the Mortgage
(upon execution and delivery thereof), any LOC Document, and all
other related agreements and documents issued or delivered
hereunder or thereunder or pursuant hereto or thereto.
2.5 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Eligible Account" to be inserted in the appropriate
alphabetical order and to read as follows:
"Eligible Account" shall mean an account receivable owing to
the Borrower or a Guarantor which:
(i) arose from the performance of services by the Borrower
or applicable Guarantor or from a bona fide sale of goods which
have been delivered or shipped to the account debtor and for
which the Borrower or such Guarantor has genuine invoices,
shipping documents or receipts;
(ii) is payable thirty (30) days or less after the earliest
of performance of services, delivery of goods or date of
invoices, and is not more than ninety (90) days past due;
(iii) is genuine and enforceable against the account debtor
for the full amount thereof and is not subject to any setoff,
credit, allowance or adjustment;
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(iv) is owed by an account debtor which is located in the
United States or Canada;
(v) is owed by an account debtor which has neither returned
the goods nor disputed its liability with respect to such account
receivable;
(vi) is owed by an account debtor as to whom neither the
Borrower nor any Guarantor has no actual notice or actual
knowledge of anything which might impair its credit standing;
(vii) is an account with respect to which the account debtor
is not the subject of bankruptcy or a similar insolvency
proceeding or has not made an assignment for the benefit of
creditors or whose assets have not been conveyed to a receiver or
trustee;
(viii) does not arise out of a transaction in which a bond
has been issued guaranteeing the performance of the Borrower or
applicable Guarantor;
(ix) is owned by the Borrower or applicable Guarantor free
and clear of any Liens (other than those of the Agent for the
benefit of the Lenders and those permitted by subsections (iii),
(iv) and (xiii) of the definition of "Permitted Liens");
(x) is not owed by an account debtor who is obligated on
accounts receivable owed to the Borrower or applicable Guarantor
more than 10% of the aggregate unpaid balance of which have been
past due for longer than the relevant period specified in
subsection (ii) above;
(xi) is an account receivable on which the Agent shall have
a first priority perfected Lien thereon for the benefit of the
Lenders;
(xii) is owed by an account debtor which is not the United
States of America, any state, municipality or any branch,
department or agency thereof;
(xiii) is not an account with respect to which the account
debtor's obligation to pay the amount is conditional upon the
account debtor's approval or is otherwise subject to any
repurchase obligation or return rights; and
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(xiv) is not an account with respect to which the account
debtor is an Affiliate of the Borrower or any Guarantor.
2.6 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Eligible Inventory" to be inserted in the appropriate
alphabetical order and to read as follows:
"Eligible Inventory" shall mean inventory that meets these
specifications:
(i) it is owned by one or more of the Borrower and the
Guarantors free of all Liens (other than the Lien of the Agent
for the benefit of the Lenders and any Lien permitted by
subsections (iii), (iv) and (xiii) of the definition of
"Permitted Liens");
(ii) no UCC filing is on file covering its products or
proceeds (other than those of the Agent for the benefit of the
Lenders and those permitted by subsections (iii), (iv) and (xiii)
of the definition of "Permitted Liens");
(iii) it is in good condition and not obsolete; and
(iv) the Agent shall have a first priority perfected Lien
thereon for the benefit of the Lenders.
2.7 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Eligible Other Equipment" to be inserted in the appropriate
alphabetical order and to read as follows:
"Eligible Other Equipment" means all equipment other than
the aircraft and engines listed on Schedule 1.1 and office
equipment and furniture that meet these specifications:
(i) it is owned by one or more of the Borrower and the
Guarantors free of all Liens (other than the Lien of the Agent
for the benefit of the Lenders and any Lien permitted by
subsections (iii), (iv) and (xiii) of the definition of
"Permitted Liens");
(ii) no UCC or FAA filing is on file covering its products
or proceeds (other than those of the Agent for the benefit of the
Lenders and those permitted by subsections (iii), (iv) and (xiii)
of the definition of "Permitted Liens");
(iii) it is in good condition; and
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(iv) the Agent shall have a first priority perfected Lien
thereon for the benefit of the Lenders.
2.8 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Gross Exposure" to be inserted in the appropriate
alphabetical order and to read as follows:
"Gross Exposure" means Gross Exposure as defined in the Card
Processing Agreement or any comparable term in any Replacement
Card Processing Agreement.
2.9 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Mortgage" to be inserted in the appropriate alphabetical
order and to read as follows:
"Mortgage" means the Mortgage, Security Agreement and
Fixture Filing granting the Agent a Lien on the headquarters of
the Borrower located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxx,
Xxxxxxxxx.
2.10 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Personal Property Borrowing Base" to be inserted in the
appropriate alphabetical order and to read as follows:
"Personal Property Borrowing Base" means the lesser of (1)
$45,000,000 and (ii) the sum of (a) 51% of Appraisal Value of
Eligible DC-9 Aircraft, (b) 75% of Appraisal Value of Eligible
Other Aircraft, (c) 80% of the face amount of Eligible Accounts,
(d) 50% of the net book value of Eligible Inventory, and (e) 50%
of the net book value of Eligible Other Equipment.
2.11 Section 1 - Definitions. Section 1 is amended by creating a new
definition entitled "Real Property Borrowing Base" to be inserted in the
appropriate alphabetical order and to read as follows:
"Real Property Borrowing Base" means (i) $0.00 prior to the
date that the Borrower shall have complied fully with Section 4.3
of this Agreement, and (ii) after the date that the Borrower
shall have complied fully with Section 4.3 of this Agreement, the
lesser of (a) $10,000,000 and (b) 75% of the result of (1) the
appraised value of the real property covered by the Mortgage
minus (2) the AAL Loan.
2.12 Section 1 - Definitions - Replacement Card Processing Agreement. The
definition of "Replacement Card Processing Agreement" contained in Section 1 is
amended in its entirety to read as follows:
"Replacement Card Processing Agreement" means (i) the Card
Processing Agreement, after giving effect to any amendment,
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modification or restatement thereof after the Closing Date, or
(ii) any new agreement between a Replacement Card Processor and
Midwest Express Airlines to provide card processing services for
Midwest Express Airlines substantially comparable to the services
provided by the Card Processor under the Card Processing
Agreement (as the same may be amended, restated or modified),
containing terms and conditions substantially comparable or less
burdensome to Midwest Express Airlines to those set forth in the
Card Processing Agreement.
2.13 Section 4.3 - Conditions to Implementation of Real Property Borrowing
Base. A new Section 4.3 is added to the Credit Agreement to read as follows:
4.3 Conditions to Implementation of Real Property Borrowing
Base. The implementation of the Real Property Borrowing Base
shall occur upon the receipt by the Agent of the following
documents, all in form and substance reasonably satisfactory to
the Agent and the Required Lenders:
(a) the Mortgage duly executed by Midwest Express Airlines;
(b) a lender's title insurance policy in an amount not less
than the appraised value (as determined by the appraisal required
under Section 4.3(c) below) from a title insurance company
acceptable to the Agent and the Lenders insuring that Midwest
Express Airlines is the owner of the real property of Midwest
Express Airlines described in the Mortgage and disclosing no
Liens other than Permitted Liens and with such endorsements and
affirmative coverages as the Agent or the Lenders may reasonably
require;
(c) an appraisal by an appraiser satisfactory to the Agent
and the Lenders covering the real property of Midwest Express
Airlines described in the Mortgage and which complies with the
Uniform Standards of Professional Appraisal Practice and with all
regulatory requirements for appraisals applicable to the Lenders
and which appraisal may be relied upon by Aid Association for
Lutherans;
(d) a current survey of the real property of Midwest Express
Airlines described in the Mortgage certified to the Agent and the
title insurance company by a surveyor acceptable to the Agent and
the Lenders and prepared in accordance with the "minimum Standard
Detail Requirements" for ALTA/ACSM Land Title Surveys, certifying
that the improvements on the real estate
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are not in a flood plain and covering such other matters as the
Agent may reasonably request;
(e) a phase I environmental audit covering the real property
of Midwest Express Airlines described in the Mortgage revealing
no environmental condition other than those reasonably acceptable
to the Agent and the Lenders;
(f) a consent from Aid Association for Lutherans consenting
to the execution and delivery of the Mortgage by Midwest Express
Airlines; and
(g) such additional documents and materials as the Agent or
Required Lenders may reasonably request.
2.14 Section 6.4(h) - Reporting Requirements. A new Section 6.4(h) of the
Credit Agreement is created to read as follows:
(h) On Tuesday of each week (and on the next Business Day of
any week in which Tuesday is not a Business Day) an executed
certificate in the form of Exhibit 6.4(h) containing information
as of the preceding Friday.
2.15 Section 7.13 - Minimum Cash Balances. A new Section 7.13 of the Credit
Agreement is created to read as follows:
7.13 Minimum Cash Balances. The Borrower shall not permit
the sum of its and the Guarantors' aggregate balances of cash and
cash equivalents (including the Deposit (as defined in the Card
Processing Agreement) and any substantially similar deposit,
reserve or holdback under any Replacement Card Processing
Agreement but excluding any other holdback, escrow or similar
reserve of funds by any other credit card processor) plus the
Availability to be less than $25,000,000 at any time.
2.16 Section 8(d) - Events of Default. Section 8(d) of the Credit Agreement
is amended in its entirety to read as follows:
(d)(i) Borrower shall default in the due performance or
observance of Section 6.4, 6.11, 6.12, 6.13, 7.3, 7.12 or 7.13,
or (ii) Borrower or any Guarantor shall default in the observance
or performance of any other term, covenant or agreement contained
herein or in any of the other Credit Documents (other than as
described in subsections 8(a), 8(b), 8(c) or 8(d)(i) above), and
such default shall continue unremedied for a period of 30 days or
more after written notice thereof from the Agent or the Required
Lenders; or
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2.17 Section 8(1) - Events of Default. Section 8(1) of the Credit Agreement
is amended in its entirety to read as follows:
(1) The Card Processing Agreement or any Replacement Card
Processing Agreement is terminated and not replaced
simultaneously with a Replacement Card Processing Agreement, an
"event of default" or "termination event" (after giving effect to
any applicable grace period or notice period) occurs under the
Card Processing Agreement or any Replacement Card Processing
Agreement or there is an immediately effective requirement under
the Card Processing Agreement or a Replacement Card Processing
Agreement that the Deposit or Reserved Funds (as both terms are
defined in the Card Processing Agreement) or any other holdback,
escrow or similar reserve of funds exceed 75% of the Gross
Exposure and the Card Processor-or Replacement Card Processor has
in fact enforced such requirement;
2.18 Schedule 1.1 - Eligible Aircraft DC-9 Aircraft And Eligible Other
Aircraft. Schedule 1.1 to the Credit Agreement is replaced by Schedule 1.1
attached to this Amendment.
2.19 Exhibit 4.1(1) - Borrowing Base Certificate. Exhibit 4.1(1) of the
Credit Agreement is replaced by Exhibit 4.1(1) attached to this Amendment.
2.20 Exhibit 6.4(h) - Cash Balances Certificate. A new Exhibit 6.4(h) is
added to the Credit Agreement in the form of Exhibit 6.4(h) attached to this
Amendment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Agent and the Lenders
that:
3.1 Credit Agreement. All of the representations and warranties made by the
Borrower in the Credit Agreement are true and correct on the date of this
Amendment. No Default or Event of Default under the Credit Agreement has
occurred and is continuing as of the date of this Amendment.
3.2 Authorization; Enforceability. The making, execution and delivery of
this Amendment, and performance of and compliance with the terms of the Credit
Agreement, as amended, have been duly authorized by all necessary corporate
action by the Borrower. This Amendment is the valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms.
3.3 Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment, and performance of and compliance with the terms of the
Credit Agreement, as amended, do not violate any presently existing provision of
law or the articles of incorporation or
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bylaws of the Borrower or any agreement to which the Borrower is a party or by
which it is bound.
ARTICLE IV
MISCELLANEOUS
4.1 Continuance of Credit Agreement. Except as specifically amended by this
Amendment, the Credit Agreement shall remain in full force and effect.
4.2 Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment shall survive
the execution of this Amendment and the delivery of any such document.
4.3 Governing Law. This Amendment shall be governed by the laws of the
State of Wisconsin.
4.4 Counterparts; Headings. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement. Article and Section
headings in this Amendment are inserted for convenience of reference only and
shall not constitute a part hereof.
4.5 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.
4.6 Effectiveness. This Amendment shall be effective upon the satisfaction
of all of the following conditions:
(a) receipt by the Agent of this Amendment executed by the Borrower;
(b) execution and delivery to the Agent of a Reaffirmation of Guarantor by
the Guarantors;
(c) receipt by the Agent of a Borrowing Base Certificate executed by the
Borrower, dated as of November 30, 2001, giving effect to this Amendment; and
(d) such additional supporting documents and materials as the Agent or
Lenders may reasonably request.
ARTICLE V
RELEASE OF COLLATERAL
Each of the undersigned Lenders consents to the release of the XxXxxxxxx
Xxxxxxx DC-9-14 aircraft having the registration number N400ME and the serial
number 45727.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Senior Secured Revolving Credit Agreement as of the day and year first
written above.
MIDWEST EXPRESS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Title: CFO
--------------------------------------------
U.S. BANK NATIONAL ASSOCIATION, d/b/a FIRSTAR
BANK, N.A. in its capacity as Agent and as a Lender
By: /s/ Authorized Representative
-----------------------------------------------
Title: Vice President
--------------------------------------------
M&I XXXXXXXX & XXXXXX BANK
By: /s/ Authorized Representative
-----------------------------------------------
Title: Vice President
--------------------------------------------
Attest: /s/ Authorized Representative
-------------------------------------------
Title: Vice President
--------------------------------------------
BANK ONE, NA (Main Office Chicago)
By:
-----------------------------------------------
Title:
--------------------------------------------
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REAFFIRMATION OF GUARANTY
Each of the undersigned (each a "Guarantor") executed a Subsidiary Guaranty
(each a "Guaranty") dated as of August 31, 2001 in favor of the Lenders (as
defined in each Guaranty) pursuant to which each Guarantor guaranteed certain
obligations owed by Midwest Express Holdings, Inc. (the "Borrower") to the
Lenders, including, without limitation, all debts, liabilities, obligations,
covenants and agreements of the Borrower in that certain Senior Secured
Revolving Credit Agreement, dated as of August 31, 2001 (the "Credit
Agreement"), by and between the Borrower, the Lenders and U.S. Bank National
Association, d/b/a Firstar Bank, N.A. as Agent for the Lenders, and related
agreements, as amended. Each Guarantor acknowledges the First Amendment to
Senior Secured Revolving Credit Agreement and hereby agrees that it shall remain
liable under its Guaranty for all amounts owed pursuant to the Credit Agreement,
as amended by the Amendment, and the related agreements.
January 9, 2002.
MIDWEST EXPRESS AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: CFO
-------------------------------------
ASTRAL AVIATION INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: CFO
-------------------------------------
MIDWEST EXPRESS SERVICES INC. -OMAHA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: President
-------------------------------------
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MIDWEST EXPRESS SERVICES - KANSAS CITY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: President
-------------------------------------
YX PROPERTIES, LLC
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: President
-------------------------------------
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SCHEDULE 1.1
ELIGIBLE DC-9 AIRCRAFT and ELIGIBLE OTHER AIRCRAFT
Airplanes
---------
Manufacturer Type/Model Reg # Serial #
------------ ---------- ----- --------
XxXxxxxxx Xxxxxxx DC-9-14 N80ME 00000
XxXxxxxxx Xxxxxxx DC-9-15 N300ME 00000
XxXxxxxxx Xxxxxxx DC-9-14 N500ME 00000
XxXxxxxxx Xxxxxxx DC-9-14 N600ME 00000
XxXxxxxxx Xxxxxxx DC-9-14 N700ME 00000
XxXxxxxxx Xxxxxxx DC-9-14 N800ME 00000
XxXxxxxxx Xxxxxxx DC-9-15 N900ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N301ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N302ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N401ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N501ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N502ME 00000
XxXxxxxxx Xxxxxxx DC-9-32 N602ME 48133
XxXxxxxxx Xxxxxxx MD-8 1 N804ME 00000
XxXxxxxxx Xxxxxxx MD-8 1 N806ME 00000
XxXxxxxxx Xxxxxxx MD-8 1 N807ME 00000
XxXxxxxxx Xxxxxxx MD-82 N809ME 00000
XxXxxxxxx Xxxxxxx MD-82 N810ME 48072
XxXxxxxxx Xxxxxxx MD-8l N812ME 00000
XxXxxxxxx Xxxxxxx MD-81 N813ME 48007
XxXxxxxxx Xxxxxxx MD-81 N814ME 48010
Engines
-------
Engine
Manufacturer Model Serial #
------------ ----- --------
Xxxxx & Whitney JT8D-7B 649315
Xxxxx & Xxxxxxx JT8D-7B 654665
Xxxxx & Whitney JT8D-7B 649644
Xxxxx & Xxxxxxx JT8D-7B 655098
Xxxxx & Whitney JT8D-7B 649674
Xxxxx & Xxxxxxx JT8D-7B 654050
Xxxxx & Whitney JT8D-7B 657573
Xxxxx & Xxxxxxx JT8D-7B 656030
Xxxxx & Whitney JT8D-7B 656920
Xxxxx & Xxxxxxx JT8D-7B 657106
Xxxxx & Whitney JT8D-7B 649351
Xxxxx & Xxxxxxx JT8D-7B 654159
Xxxxx & Whitney JT8D-7B 654071
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Xxxxx & Xxxxxxx JT8D-7B 649302
Xxxxx & Whitney JT8D-7B 657758
Xxxxx & Xxxxxxx JT8D-9A 657218
Xxxxx & Whitney JT8D-9A 667198
Xxxxx & Xxxxxxx JT8D-9A 665298
Xxxxx & Whitney JT8D-7B 648927
Xxxxx & Xxxxxxx JT8D-7B 654619
Xxxxx & Whitney JT8D-7B 654563
Xxxxx & Xxxxxxx JT8D-7B 666283
Xxxxx & Whitney JT8D-9A 667199
Xxxxx & Xxxxxxx JT8D-9A 707308
Xxxxx & Whitney JT8D-9A 667173
Xxxxx & Xxxxxxx JT8D-9A 657744
Xxxxx & Whitney JT8D-200 718492
Xxxxx & Xxxxxxx JT8D-200 718441
Xxxxx & Whitney JT8D-200 725406
Xxxxx & Xxxxxxx JT8D-200 725624
Xxxxx & Whitney JT8D-200 725472
Xxxxx & Xxxxxxx JT8D-200 725625
Xxxxx & Whitney JT8D-200 725987
Xxxxx & Xxxxxxx JT8D-200 717871
Xxxxx & Whitney JT8D-200 696360
Xxxxx & Xxxxxxx JT8D-200 725623
Xxxxx & Whitney JT8D-200 725756
Xxxxx & Xxxxxxx JT8D-200 726864
Xxxxx & Whitney JT8D-200 716739
Xxxxx & Xxxxxxx JT8D-200 696405
Xxxxx & Whitney JT8D-200 718443
Xxxxx & Xxxxxxx JT8D-200 725351
Xxxxx & Whitney JT8D-7B 653347
Xxxxx & Xxxxxxx JT8D-7B 657395
Xxxxx & Whitney JT8D-7B 649629
Xxxxx & Xxxxxxx JT8D-7B 665799
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EXHIBIT 4.1(1)
BORROWING BASE CERTIFICATE
Computation Date: ______________, 200_
U.S. Bank National Association,
d/b/a Firstar Bank, N.A.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
M&I Xxxxxxxx & Ilsley Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx XX 00000
Bank One, NA
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
Gentlemen:
This certificate is delivered to you pursuant to the Senior Secured
Revolving Credit Agreement, dated as of August 31, 2001, by and among MIDWEST
EXPRESS HOLDINGS, INC. (the "Borrower"), the several lenders identified on the
signature pages thereto and such other lenders as may from time to time become a
party thereto (each a "Lender" and collectively, the "Lenders"), and U.S. BANK
NATIONAL ASSOCIATION, d/b/a FIRSTAR BANK, N.A., as agent for the Lenders (in
such capacity, the "Agent"). The defined terms in the Credit Agreement are used
herein with the same meanings as specified in the Credit Agreement and all
references to "Sections" are to Sections of the Credit Agreement.
Borrower hereby represents and warrants to the Lenders that the following
is a true and correct computation of the Borrowing Base as of the Computation
Date:
A. DC-9 Aircraft
(1) Appraisal Value of DC-9 aircraft and
engines listed on Schedule 1.1 of the
Credit Agreement $_________
(2) Less Appraisal Value of aircraft and
engines not meeting the specifications
of Eligible DC-9 Aircraft $_________
(3) Appraisal Value of Eligible DC-9 Aircraft $_________
(4) 51% of A(3) $_________
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B. Other Aircraft
(1) Appraisal Value of aircraft and engines
listed on Schedule 1.1 of the Credit
Agreement (other than DC-9 aircraft and
engines) $_________
(2) Less Appraisal Value of aircraft and
engines not meeting the specifications of
Eligible Other Aircraft $_________
(3) Appraisal Value of Eligible Other Aircraft $_________
(4) 75% of B(3) $_________
C. Accounts Receivable
(1) Total Accounts Receivable $_________
(2) Less face amount of accounts not meeting
specifications of Eligible Accounts
Receivable $_________
(3) Eligible Accounts Receivable $_________
(4) 80% of C(3) $_________
D. Inventory
(1) Total net book value of Inventory $_________
(2) Less net book value of inventory not
meeting specifications of Eligible
Inventory $_________
(3) Eligible Inventory $_________
(4) 50% of D(3) $_________
E. Other Equipment
(1) Net book value of other equipment $_________
(2) Less net book value of other equipment
not meeting the specifications of
Eligible Other Equipment $_________
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(3) Net book value of Eligible Other Equipment $_________
(4) 50% of E(3) $_________
F. Sum of A(4), B(4), C(4), D(4) and E(4) $_________
G. Personal Property Borrowing Base [lesser of
$45,000,000 and F] $_________
H. Headquarters Equity
(1) Appraised value of headquarters $_________
(2) Less AAL Loan $_________
(3) Total headquarters equity $_________
(4) 75% of H(3) $_________
I. Real Property Borrowing Base (insert $0.00
until the date when the Borrower shall have
complied fully with Section 4.3; thereafter
insert the lessor of $10,000,000 and amount
set forth in H(4)) $_________
J. Borrowing Base [Sum of G and I] $_________
K. Revolving Loans
(1) The outstanding amount of all Revolving
Loans is $_________
(2) The amount, if any, of additional
Revolving Loans now applied for is $_________
(3) After such additional Revolving Loans are
made, the total of all outstanding
Revolving Loans will be $_________
L. LOC Obligations
(1) The outstanding amount of all LOC
Obligations is $_________
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(2) The amount, if any, of additional Letters
of Credit now applied for is $_________
(3) After such additional Letters of Credit
are issued, the total of all outstanding
LOC Obligations will be $_________
M. Swing Line Loans
(1) The outstanding amount of all Swing Line
Loans is $_________
(2) The amount, if any, of additional Swing
Line Loans now applied for is $_________
(3) After such additional Swing Line Loans
are made, the total of all outstanding
Swing Line Loans will be $_________
N. Total of K(3) plus L(3) plus M(3) $_________
N does not exceed the lesser of J and the Commitment: _____ Yes _____ No
The Borrower hereby represents and warrants that, except as previously disclosed
to the Agent in writing pursuant to Section 6.10 of the Credit Agreement:
(i) no Default or Event of Default has occurred and is continuing;
(ii) no event of any type described in such Section 6.10 of the Credit
Agreement has occurred since the date of the Credit Agreement; and
(iii) the representations and warranties of the Borrower contained in the
Credit Agreement are true and correct in all respects on the date hereof as if
made on this date.
MIDWEST EXPRESS HOLDINGS, INC.
By:
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Name Printed:
------------------------------
Title:
-------------------------------------
18
EXHIBIT 6.4(h)
CASH BALANCES CERTIFICATE
Computation Date: ____________________, 200_
U.S. Bank National Association,
d/b/a Firstar Bank, N.A.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
M&I Xxxxxxxx & Ilsley Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx XX 00000
Bank One, NA
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
Gentlemen:
This certificate is delivered to you pursuant to the Senior Secured
Revolving Credit Agreement, dated as of August 31, 2001, by and among MIDWEST
EXPRESS HOLDINGS, INC. (the "Borrower"), the several lenders identified on the
signature pages thereto and such other lenders as may from time to time become a
party thereto (each a "Lender" and collectively, the "Lenders"), and U.S. BANK
NATIONAL ASSOCIATION, d/b/a FIRSTAR BANK, N.A., as agent for the Lenders (in
such capacity, the "Agent"). Capitalized terms used in this certificate shall
have the meanings given to them in the Credit Agreement.
Borrower hereby represents and warrants to the Lenders that the following
is true and correct as of the Computation Date:
(1) Unrestricted cash balances $__________
(2) Deposits under the Card Processing
Agreement or a Replacement Card
Processing Agreement $__________
19
(3) Availability $__________
(4) Total (Sum of(l), (2) and (3))
MID WEST EXPRESS HOLDINGS, INC.
By:
----------------------------------------
Name Printed:
------------------------------
Title:
-------------------------------------
20
