EX-10.26 4 sdc102c.txt FIRST AMEND. TO SENIOR SECURED REV. CREDIT AGR 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; 2 (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 3 (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 4 (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 6744 South Howell Avenue, Oak Creek, Wisconsin. 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, 5 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 6 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 7 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 8 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 McDonnell Douglas DC-9-14 aircraft having the registration number N400ME and the serial number 45727. 9 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/ Robert S. Bahlman ----------------------------------------------- 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 MARSHALL & ILSLEY BANK By: /s/ Authorized Representative ----------------------------------------------- Title: Vice President -------------------------------------------- Attest: /s/ Authorized Representative ------------------------------------------- Title: Vice President -------------------------------------------- BANK ONE, NA (Main Office Chicago) By: ----------------------------------------------- Title: -------------------------------------------- 10 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/ Robert S. Bahlman ---------------------------------------- Title: CFO ------------------------------------- ASTRAL AVIATION INC. By: /s/ Robert S. Bahlman ---------------------------------------- Title: CFO ------------------------------------- MIDWEST EXPRESS SERVICES INC. -OMAHA, INC. By: /s/ Robert S. Bahlman ---------------------------------------- Title: President ------------------------------------- 11 MIDWEST EXPRESS SERVICES - KANSAS CITY, INC. By: /s/ Robert S. Bahlman ---------------------------------------- Title: President ------------------------------------- YX PROPERTIES, LLC By: /s/ Robert S. Bahlman ---------------------------------------- Title: President ------------------------------------- 12 SCHEDULE 1.1 ELIGIBLE DC-9 AIRCRAFT and ELIGIBLE OTHER AIRCRAFT Airplanes --------- Manufacturer Type/Model Reg # Serial # ------------ ---------- ----- -------- McDonnell Douglas DC-9-14 N80ME 45795 McDonnell Douglas DC-9-15 N300ME 45718 McDonnell Douglas DC-9-14 N500ME 45711 McDonnell Douglas DC-9-14 N600ME 45725 McDonnell Douglas DC-9-14 N700ME 45696 McDonnell Douglas DC-9-14 N800ME 45842 McDonnell Douglas DC-9-15 N900ME 45841 McDonnell Douglas DC-9-32 N301ME 47190 McDonnell Douglas DC-9-32 N302ME 47102 McDonnell Douglas DC-9-32 N401ME 47133 McDonnell Douglas DC-9-32 N501ME 47132 McDonnell Douglas DC-9-32 N502ME 48132 McDonnell Douglas DC-9-32 N602ME 48133 McDonnell Douglas MD-8 1 N804ME 48030 McDonnell Douglas MD-8 1 N806ME 48032 McDonnell Douglas MD-8 1 N807ME 48033 McDonnell Douglas MD-82 N809ME 48071 McDonnell Douglas MD-82 N810ME 48072 McDonnell Douglas MD-8l N812ME 48006 McDonnell Douglas MD-81 N813ME 48007 McDonnell Douglas MD-81 N814ME 48010 Engines ------- Engine Manufacturer Model Serial # ------------ ----- -------- Pratt & Whitney JT8D-7B 649315 Pratt & Whitney JT8D-7B 654665 Pratt & Whitney JT8D-7B 649644 Pratt & Whitney JT8D-7B 655098 Pratt & Whitney JT8D-7B 649674 Pratt & Whitney JT8D-7B 654050 Pratt & Whitney JT8D-7B 657573 Pratt & Whitney JT8D-7B 656030 Pratt & Whitney JT8D-7B 656920 Pratt & Whitney JT8D-7B 657106 Pratt & Whitney JT8D-7B 649351 Pratt & Whitney JT8D-7B 654159 Pratt & Whitney JT8D-7B 654071 13 Pratt & Whitney JT8D-7B 649302 Pratt & Whitney JT8D-7B 657758 Pratt & Whitney JT8D-9A 657218 Pratt & Whitney JT8D-9A 667198 Pratt & Whitney JT8D-9A 665298 Pratt & Whitney JT8D-7B 648927 Pratt & Whitney JT8D-7B 654619 Pratt & Whitney JT8D-7B 654563 Pratt & Whitney JT8D-7B 666283 Pratt & Whitney JT8D-9A 667199 Pratt & Whitney JT8D-9A 707308 Pratt & Whitney JT8D-9A 667173 Pratt & Whitney JT8D-9A 657744 Pratt & Whitney JT8D-200 718492 Pratt & Whitney JT8D-200 718441 Pratt & Whitney JT8D-200 725406 Pratt & Whitney JT8D-200 725624 Pratt & Whitney JT8D-200 725472 Pratt & Whitney JT8D-200 725625 Pratt & Whitney JT8D-200 725987 Pratt & Whitney JT8D-200 717871 Pratt & Whitney JT8D-200 696360 Pratt & Whitney JT8D-200 725623 Pratt & Whitney JT8D-200 725756 Pratt & Whitney JT8D-200 726864 Pratt & Whitney JT8D-200 716739 Pratt & Whitney JT8D-200 696405 Pratt & Whitney JT8D-200 718443 Pratt & Whitney JT8D-200 725351 Pratt & Whitney JT8D-7B 653347 Pratt & Whitney JT8D-7B 657395 Pratt & Whitney JT8D-7B 649629 Pratt & Whitney JT8D-7B 665799 14 EXHIBIT 4.1(1) BORROWING BASE CERTIFICATE Computation Date: ______________, 200_ U.S. Bank National Association, d/b/a Firstar Bank, N.A. 777 East Wisconsin Avenue Milwaukee WI 53202 M&I Marshall & Ilsley Bank 770 North Water Street Milwaukee WI 53202 Bank One, NA 111 East Wisconsin Avenue Milwaukee WI 53202 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) $_________ 15 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 $_________ 16 (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 $_________ 17 (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: ---------------------------------------- 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. 777 East Wisconsin Avenue Milwaukee WI 53202 M&I Marshall & Ilsley Bank 770 North Water Street Milwaukee WI 53202 Bank One, NA 111 East Wisconsin Avenue Milwaukee WI 53202 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