SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment"),
dated as of April 30, 1997, amends the Credit Agreement dated September
27, 1995, as amended to date (the "Credit Agreement") by and among Midwest
Express Holdings, Inc. (the "Company"), Firstar Bank Milwaukee, N.A.
("Firstar"), M&I Xxxxxxxx & Xxxxxx Bank ("M&I") and Bank One, Wisconsin
(f/k/a Bank One, Milwaukee, NA; "Bank One")(Firstar, M&I and Bank One are
sometimes referred to collectively herein as the "Banks").
1. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.
2. Amendments. The parties hereby agree to amend the Credit
Agreement as follows:
(a) All references in the Credit Agreement to "Midwest Express
Holdings, Inc., a Delaware corporation" are hereby deleted in their
entirety and replaced with "Midwest Express Holdings, Inc., a Wisconsin
corporation."
(b) All references in the Credit Agreement to "Bank One,
Milwaukee, NA" are hereby deleted in their entirety and replaced with
"Bank One, Wisconsin."
(c) Section 1.1 is deleted in its entirety and replaced with the
following:
"1.1 Revolving Credit. From time to time prior to April 29,
2002 or the earlier termination in full of the Commitments (in either
case, the "Termination Date"), the Company may obtain loans from each of
the Banks, pro rata according to each Bank's Percentage Interest, up to an
aggregate principal amount equal to the amount by which (i) $55,000,000
(the "Aggregate Commitment," and as to each Bank's respective Percentage
Interest thereof, its "Commitment"), as terminated or reduced pursuant to
section 1.6, exceeds (ii) the sum of (A) the aggregate amount of Letter of
Credit Obligations (as defined in section 9.1(n) below), and (B) the
aggregate face amount of outstanding Commercial Paper (as defined in
section 9.1(d) below). The Commitment and Percentage Interest of each
Bank is set forth in the table below:
Percentage
Name of Bank Commitment Interest
Firstar Bank Milwaukee, N.A. $26,500,000 48.1818%
M&I Xxxxxxxx & Ilsley Bank $20,500,000 37.2727%
Bank One, Wisconsin $ 8,000,000 14.5455%
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TOTAL: $55,000,000 100%
The failure of any one or more of the Banks to lend in accordance with its
Commitment shall not relieve the other Banks of their several obligations
hereunder, but no Bank shall be liable in respect of the obligation of any
other Bank hereunder or be obligated in any event to lend in excess of its
Commitment. Subject to the limitations of section 2.2(d)(3), the Company
may repay such loans and reborrow hereunder from time to time prior to the
Termination Date. Each loan hereunder from the Banks collectively shall
be in a multiple of $100,000 (except that any such loan subject to a LIBOR
Pricing Option shall be in an amount of $1,000,000 or any multiple of
$100,000 in excess of such amount). The loans from each Bank advanced
under this section 1.1 shall be evidenced by a single promissory note of
the Company (each, a "Note" or an "Amended and Restated Revolving Credit
Note" and collectively, the "Notes" or the "Amended and Restated Revolving
Credit Notes") in the form of Exhibit A attached hereto, payable to the
order of the lending Bank."
(d) The reference in Section 1.8(a) to "$35,000,000" is deleted
and replaced with "$55,000,000."
3. Conditions Precedent. This Second Amendment shall become
effective on the date that the Agent (for the benefit of the Banks) shall
have received each of the following (the "Effective Date"):
(a) this Second Amendment, duly executed by an authorized
representative of each of the Company and the Banks, and consented to by a
duly authorized representative of each of Midwest Express Airlines, Inc.
and Astral Aviation, Inc.;
(b) the Amended and Restated Revolving Credit Notes in the form
of Exhibit A attached hereto, duly executed by an authorized
representative of the Company and dated as of the date of this Second
Amendment;
(c) a copy of resolutions of the board of directors of the
Company authorizing the execution, delivery and performance of the
transactions contemplated by this Second Amendment and the Amended and
Restated Revolving Credit Notes, certified to be in full force and effect
as of the Effective Date by the Secretary or Assistant Secretary of the
Company;
(d) a certificate of status for the Company as of a recent date
by the Wisconsin Department of Financial Institutions;
(e) an incumbency certificate for the Company, executed by the
Secretary or Assistant Secretary of the Company, identifying by name and
title and bearing the signature of the officer(s) of the Company
authorized to sign this Second Amendment and to act with respect to the
Credit Agreement, upon which certificate the Banks shall be entitled to
rely until informed of any change in writing by the Company; and
(f) prior to the making of any loan hereunder, a completed and
executed Borrower's Certificate in the form of Exhibit 6.5 to the Credit
Agreement.
4. Representations and Warranties. (a) The Company certifies that
the representations and warranties contained in the Credit Agreement are
true and correct as of the date of this Second Amendment (other than with
respect to the date set forth in the last sentence of section 4.8), and
that, after giving effect to the transactions contemplated by this Second
Amendment, no condition, event, act or omission has occurred which would
constitute a Default or Event of Default under the Credit Agreement.
(b) The Company further certifies that, as of the date hereof and
after giving effect to the transactions contemplated by this Second
Amendment, no condition, event, act or omission has occurred which would
constitute a Default or an Event of Default under that certain Credit
Agreement by and between the Company and Xxxxxxxx-Xxxxx Corporation dated
September 27, 1995.
5. Full Force and Effect. Except as provided herein, all of the
terms and conditions set forth in the Credit Agreement, and all additional
documents entered into in connection with the Credit Agreement, shall
remain unchanged and shall continue in full force and effect as originally
set forth.
6. Binding Effect. This Second Amendment shall be binding upon the
parties hereto and their respective successors and assigns.
7. Counterparts. This Second 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 Second
Amendment.
REMAINDER OF PAGE DELIBERATELY BLANK
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Credit Agreement as of the date first set forth above.
MIDWEST EXPRESS HOLDINGS, INC.
By: __________________________
Title: _______________________
FIRSTAR BANK MILWAUKEE, N.A.
By: __________________________
Title: _______________________
M&I XXXXXXXX & ILSLEY BANK
By: __________________________
Title: _______________________
BANK ONE, WISCONSIN (f/k/a Bank One,
Milwaukee, NA)
By: __________________________
Title: _______________________
CONSENT OF GUARANTORS
Midwest Express Airlines, Inc. and Astral Aviation, Inc. hereby
consent to the foregoing Second Amendment to Credit Agreement and ratify
and reaffirm their respective Subsidiary Guaranties dated as of September
25, 1995.
MIDWEST EXPRESS AIRLINES, INC.
By: __________________________
Title: _______________________
ASTRAL AVIATION, INC.
By: __________________________
Title: _______________________
EXHIBIT A
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$ ______________________ April 30, 1997
FOR VALUE RECEIVED, Midwest Express Holdings, Inc., a Wisconsin
corporation, promises to pay to the order of ____________
___________________, the principal sum of _____________________________ ($
_______________________) at the Main Office of
____________________________ in Milwaukee, Wisconsin, on April 29, 2002.
The unpaid principal balance hereof shall bear interest, payable on the
dates specified in the Credit Agreement referred to below, computed at the
Applicable Rate as defined in such Credit Agreement.
Principal amounts unpaid at the maturity hereof (whether by fixed
maturity, acceleration or otherwise) shall bear interest from and after
maturity until paid computed at a rate equal to 2% per annum plus the rate
otherwise payable hereunder. Principal of and interest on this Note shall
be payable in lawful money of the United States of America.
The principal balance of this Note includes the indebtedness hitherto
evidenced by that certain Revolving Credit Note issued as of September 27,
1995 in the original principal amount of $ _______________ from the
Company to _________________________ (the "Original Note"). To the extent
that such indebtedness is included in this Note, this Note (i) merely
reevidences the indebtedness hitherto evidenced by the Original Note, (ii)
is given in replacement of and substitution for the Original Note, and not
as payment of the Original Note, and (iii) is in no way intended to
constitute a novation of the Original Note.
This Note constitutes one of the Amended and Restated Revolving
Credit Notes issued under a Credit Agreement dated September 27, 1995, as
amended by that First Amendment to Credit Agreement dated as of May 30,
1996 and that Second Amendment to Credit Agreement dated as of April 30,
1997 (as so amended, the "Credit Agreement"), among the undersigned,
_________________________, and the other banks party thereto, to which
Credit Agreement reference is hereby made for a statement of the terms and
conditions on which loans in part evidenced hereby were or may be made,
and for a description of the conditions upon which this Note may be
prepaid, in whole or in part, or its maturity accelerated.
MIDWEST EXPRESS HOLDINGS, INC.
By: __________________________
Title: _______________________
