EXHIBIT
10.62(d)

      CONFIDENTIAL
TREATMENT

      REQUESTED
PURSUANT TO RULE 24b-2

      Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934.  The omitted materials have been filed separately with the
Securities and Exchange Commission.

    

     

     

    AMENDMENT
NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    AMENDMENT
NO. 3, dated as of June 2, 2009 (this “Amendment”), to the
Amended and Restated Senior Secured Credit Agreement, dated as of September 3,
2008 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement,
dated as of October 28, 2008, and Amendment No. 2 to Amended and Restated Credit
Agreement, dated as of January 28, 2009, 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 (together with the
Parent, the “Guarantors”), 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 (the “Collateral
Agent”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
subject to the terms and conditions of this Amendment, the parties hereto wish
to amend the Credit Agreement as provided herein.

     

    NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows:

     

    SECTION
1.                                Definitions.  Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     

    SECTION
2.                                Amendment of the Credit
Agreement.  The Credit Agreement is hereby amended as
follows:

     

    2.1.           Amendment to
Schedules.  The Credit Agreement is hereby amended by (i)
replacing Schedule 2.01 to the Credit Agreement with Schedule 2.01 hereto and
(ii) inserting Schedule I hereto as a new Schedule V to the Credit
Agreement.

     

    2.2.           Amendments to Article
I.

     

    (a)           Section
1.01 of the Credit Agreement is hereby amended by amending and restating the
definition of “Term Loan” as follows:

     

    “Term Loan” means (x)
the Existing Term Loans and (y) any extension of credit by a Lender to the
Borrower pursuant to Section 2.01(a),
Section 2.01(c)
or Section
2.01(e).

     

    (b)           Section
1.01 of the Credit Agreement is hereby further amended by inserting the
following new definitions in appropriate alphabetical order:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Additional Loan”
means any extension of credit by a Lender to the Borrower pursuant to Section
2.01(e).

     

    “Additional Loan Advance
Date” has the meaning set forth in Section 4.03
hereof.

     

    “Additional Loan
Commitment” means, as to each Lender, its obligation to make Additional
Loans pursuant to Section 2.01(e) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 2.01(e).

     

    “Additional Loan
Notice” has the meaning set forth in Section 4.03
hereof.

     

    “Amendment No. 3 Effective
Date” has the meaning set forth in that certain Amendment No. 3 to
Amended and Restated Credit Agreement dated as of June 2, 2009 by and among the
Loan Parties, the Lenders, the Administrative Agent and the Collateral
Agent.

     

    [*].

     

    “Permitted Payment”
means each of the payments described and in the amounts set forth on Schedule V
hereto.

     

    [*].

     

    2.3.           Amendment to Article
II.  Article II of the Credit Agreement is hereby amended by
inserting the following new Sections 2.01(e) and 2.01(f):

     

    (e)           Borrowing of Additional
Loans.  Subject to the terms and conditions hereof (including,
without limitation, the satisfaction of the conditions set forth in 4.03), each
Lender severally agrees to make Additional Loans to the Borrower on the
Amendment No. 3 Effective Date in an aggregate maximum amount not to exceed such
Lender’s Additional Loan Commitment.  Any amount advanced under this
Section 2.01(e)
and subsequently repaid or prepaid may not be reborrowed.  Each
Lender’s Additional Loan Commitment shall terminate immediately and without
further action upon the earlier of (i) the Maturity Date and (ii) the full
funding of such Lender’s Additional Loan Commitment.

    
       

    

    (f)           Borrowing Mechanics of
Additional Loans.  Borrower shall deliver to Administrative
Agent a fully executed Additional Loan Notice no later than 10:00 a.m. (New York
City time) on the date that is at least one (1) Business Day prior to the
Additional Loan Advance Date.  Promptly upon receipt by Administrative
Agent of such Additional Loan Notice, Administrative Agent shall notify each
Lender of its Pro Rata Share of the proposed Additional Loan.  Each
Lender shall, subject to the continued satisfaction of the conditions set forth
in Section
4.03, advance an amount equal to its Pro Rata Share of such Additional
Loan to the Special Controlled Account not later than 3:00 p.m. (New York City
time) on the Additional Loan Advance Date.

     

    *Confidential

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.4.           Amendment to Article
IV.  Article IV of the Credit Agreement is hereby amended by
adding the following new Section 4.03:

     

    4.03           Additional Loan
Conditions.  No Lender shall be obligated to make any
Additional Loan hereunder unless each of the following conditions precedent is
satisfied to the satisfaction of each Lender making an Additional
Loan:

     

    (a)           [*].

     

    (b)           The
Borrower shall have delivered a notice (the “Additional Loan
Notice”) to the Administrative Agent in accordance with Section 2.01(f)
setting forth the proposed date for such Additional Loan (the “Additional Loan Advance
Date”).

     

    (c)           The
Borrower shall have delivered to the Administrative Agent and each Lender making
an Additional Loan a certificate from a Responsible Officer of the Borrower
certifying that the conditions set forth in this Section 4.03 shall
have been satisfied (except as to matters that require the approval or
satisfaction of the Administrative Agent, the Collateral Agent and/or the
Lenders), together with such evidence with respect thereto as the Administrative
Agent or any Lender making an Additional Loan may request.

     

    (d)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article
V and each other Loan Document, and which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the Additional Loan
Advance Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date.

     

    (e)           No
Default shall exist or would result from the making of the Additional Loans
pursuant to Sections 2.01(e) and 2.01(f).

    
       

    

    (f)           No
event or circumstance shall have occurred since the Amendment and Restatement
Effective Date that, in the view of each of Lender making an Additional Loan, in
each of their sole discretion, has resulted in a Material Adverse Effect that is
continuing or that would be reasonably expected to result in a Material Adverse
Effect.

     

    *Confidential

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.5.           Amendments to Article
VI.

     

    (a)           Article
VI of the Credit Agreement is hereby amended by amending and restating Section
6.11 as follows:

     

    6.11           Use of
Proceeds.  Use the proceeds of the Term Loans to provide
general working capital and to pay ordinary operating costs and expense of the
Loan Parties; provided that, Additional
Loans may only be used for the purpose of making Permitted
Payments.

     

    (b)           Article
VI of the Credit Agreement is hereby further amended by adding a new Section
6.21 as follows:

     

    6.21           [*].

     

    2.6.           Amendment to Article
VIII.  Article VIII of the Credit Agreement is hereby amended
by deleting clauses “First” through “Last” in Section 8.03
thereof and inserting the following:

     

    “First, to payment of
that portion of the Secured Credit Obligations constituting fees, indemnities,
expenses and other amounts (including Attorney Costs) payable to the
Administrative Agent and the Collateral Agent in their capacities as
such;

     

    Second, to payment of
that portion of the Secured Credit Obligations (excluding any Additional Loans)
constituting amounts payable under Article III of this Agreement and Article III
of the Reimbursement Agreement ratably among the Northwest Parties and the
Lenders in proportion to the amounts described in this clause Second payable to
them;

    
       

    

    Third, to payment of
that portion of the Secured Credit Obligations constituting Reimbursement
Obligations up to a maximum principal amount of $10,000,000 (whether currently
owing or contingent) and any accrued and unpaid interest thereon (less the sum
(without duplication) of (i) the amount of any portion thereof that has been
cash collateralized pursuant to this Agreement or the Reimbursement Agreement
and (ii) the amount of funds on deposit in the Reimbursement Obligation
Collateral Account at such time prior to giving effect to the release of such
funds pursuant to the penultimate sentence of the last paragraph in this Section
8.03), principal on the Term Loans up to a maximum principal amount of
$50,000,000 (whether currently due and payable or not), and accrued and unpaid
interest on the Term Loans (excluding any Additional Loans), ratably among the
Northwest Parties and the Lenders in proportion to the respective amounts
described in this clause Third payable to
them;

     

    *Confidential

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Fourth, to the
payment of all other Secured Credit Obligations of the Loan Parties owing under
or in respect of the Secured Credit Documents on such date (including any
Reimbursement Obligations in excess of a principal amount of $10,000,000
(whether currently owing or contingent) and any accrued and unpaid interest
thereon less the sum (without duplication) of (i) the amount of any portion
thereof that has been cash collateralized pursuant to this Agreement or the
Reimbursement Agreement and (ii) the amount of funds on deposit in the
Reimbursement Obligation Collateral Account at such time prior to giving effect
to the release of such funds pursuant to the penultimate sentence of the last
paragraph in this Section 8.03), ratably among the Northwest Parties and the
Lenders in proportion to the respective amounts described in this clause Fourth payable to
them, but specifically excluding from any amounts payable under this clause
Fourth any
amounts of principal or interest relating to the Additional Loans;

     

    Fifth, the payment of
all other Secured Credit Obligations of the Loan Parties owing to the Lenders
under or in respect of the Secured Credit Documents on such date, ratably among
the Lenders in proportion to the respective amounts described in this clause
Fifth payable
to them, it being acknowledged that all amounts of principal or interest
relating to the Additional Loans shall only be payable under this clause Fifth;

     

    Sixth, to the payment
of all Airline Service Agreement Obligations that are unpaid and outstanding on
such date payable to Republic; and

     

    Last, the balance, if
any, after all of the Secured Credit Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by Law.”

     

    SECTION
3.                                Effectiveness.                                This
Amendment shall become effective as of the date (the “Amendment No. 3 Effective
Date”) on which the Administrative Agent shall have
received:

     

    (a)           duly
executed and completed counterparts hereof (in the form provided and specified
by the Administrative Agent) that, when taken together, bear the signatures of
(i) the Administrative Agent and Collateral Agent, (ii) the Borrower, (iii) each
Guarantor and (iv) the Lenders;

     

    (b)           evidence
reasonably satisfactory to each Lender making an Additional Loan that the
transactions contemplated by this Amendment have been duly authorized by all
necessary corporate action on behalf of the Borrower and each
Guarantor;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           an
officer’s certificate of the Borrower and each other Loan Party certifying that
the representations and warranties are contained in Article V and each
other Loan Document true and correct in all material respects on and as of the
Amendment No. 3 Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date;
and

     

    (d)           a
favorable written opinion of counsel to the Borrower and the other Loan Parties,
in form and substance satisfactory to each Lender obligated to provide an
Additional Loan.

     

    SECTION
4.                                Representations and
Warranties.  Each Loan Party represents and warrants as
follows:

     

    4.1.           Power; Authorization;
Enforceable Obligations.  Each Loan Party has the requisite
power and authority to enter into and deliver this Amendment.  The
execution, delivery and performance of this Amendment has been duly authorized
by all necessary action on the part of each Loan Party.  Each of this
Amendment and the Credit Agreement, as amended prior to the date hereof and by
this Amendment, constitutes a legal, valid and binding obligation of each Loan
Party, enforceable against each Loan Party, 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.

     

    4.2.           No Legal
Bar.  The execution, delivery and performance of this Amendment
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to any Loan Party, any of the Organizational
Documents of any Loan Party, or any order, judgment or decree of any court or
other Governmental Authority binding on any Loan Party or any material
contractual obligation of any Loan Party or (ii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of any
Loan Party (other than the Liens created by the Secured Credit
Documents).

     

    4.3.           Accuracy of Representations
and Warranties.  The representations and warranties of each
Loan Party set forth in the Secured Credit Documents are true and correct in all
material respects on and as of the Amendment No. 3 Effective Date (except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct in all material respects as of
such earlier date).

     

    4.4.           No Default or Event of
Default.  As of the date hereof, after giving effect to this
Amendment, no Default or Event of Default has occurred and is
continuing.

     

    SECTION
5.                                Validity of Obligations and
Liens.

     

    5.1.           Validity of
Obligations.  The Borrower and each Guarantor acknowledge and
agree that, notwithstanding the effectiveness of this Amendment, each of the
Borrower and each Guarantor is indebted to the Lenders and the Agents for the
Secured Credit Obligations, without defense, counterclaim or offset of any kind,
and each of the Borrower and each Guarantor hereby ratifies and reaffirms the
validity, enforceability and binding nature of such Secured Credit
Obligations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.2.           Validity of
Guarantees.  Each Guarantor hereby confirms and agrees that
notwithstanding the effectiveness of this Amendment, the Guaranty is, and shall
continue to be, in full force and effect and each is hereby ratified and
confirmed in all respects.

     

    5.3.           Validity of Liens and Loan
Documents.  Each of the Borrower and each Guarantor ratifies
and reaffirms the validity and enforceability (without defense, counterclaim or
offset of any kind) of the Liens and security interests granted to secure any of
the Secured Credit Obligations by each of the Borrower and each Guarantor to the
Collateral Agent, for the benefit of the Secured Parties, pursuant to the
Secured Credit Documents to which any such Borrower or Guarantor is a party and
hereby confirms and agrees that notwithstanding the effectiveness of this
Amendment each Secured Credit Document is, and shall continue to be, in full
force and effect and each is hereby ratified and confirmed in all
respects.

     

    SECTION
6.                                Effect of Amendment;
Consent.

     

    6.1.           Applicability.  Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights
and remedies of the Lenders, the other Secured Parties or the Administrative
Agent under the Credit Agreement or any other Secured Credit Document, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other provision of the Credit Agreement or of any other Secured Credit Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and affect.  Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Secured Credit Document in similar or
different circumstances.

     

    6.2.           Loan
Document.  This Amendment shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Secured Credit
Documents.

     

    6.3.           [*].

     

    SECTION
7.                                Miscellaneous.

     

    7.1.           GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     

    7.2.           Costs and
Expenses.  The Borrower agrees to reimburse the Administrative
Agent and the Lenders for their reasonable out-of-pocket costs and expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Lenders and the Administrative
Agent.

     

    *Confidential

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.3.           Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.  Delivery of any executed counterpart
of a signature page of this Amendment by facsimile or electronic transmission
shall be as effective as delivery of a manually executed counterpart
hereof.

     

    7.4.           Headings.  The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    [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.

     

    MIDWEST
AIRLINES, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    MIDWEST
AIR GROUP, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    SKYWAY
AIRLINES, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    BESTCARE
HOLDINGS, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    MIDWEST
EXPRESS SERVICES – KANSAS CITY, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    MIDWEST
EXPRESS SERVICES – OMAHA, INC.

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    YX
PROPERTIES, LLC

    By:
Midwest Express Services – Omaha, Inc., its sole member

    


    By:  /s/ Christopher S.
Hennessy

    Name:  Christopher
S. Hennessy

    Title:    Vice
President and Controller

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WELLS
FARGO BANK NORTHWEST,

    NATIONAL
ASSOCIATION, as Administrative Agent and as Collateral Agent

    


    By:  /s/ Val T.
Orton

    Name: 
Val T. Orton

    Title:  Vice
President

    


    TPG
MIDWEST US V, LLC, as Lender

    


    By:                 TPG
Advisors V, Inc.

    Its:                 Managing
Member

    


    


    By:  /s/ Clive
Bode

    Name:  Clive
Bode

    Title:

    


    


    TPG
MIDWEST INTERNATIONAL V, LLC, as Lender

    


    By:                 TPG
GenPar V, L.P.

    Its:                 Managing
Member

    By:           TPG
Advisors V, Inc.

    Its:           General
Partner

    


    


    By:  /s/ Clive
Bode

    Name:  Clive
Bode

    Title:

    


    


    REPUBLIC
AIRWAYS HOLDINGS INC., as a Lender

    


    By: /s/ Bryan
Bedford

    Name:  Bryan
Bedford

    Title:  President
and CEO

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 2.01
TO

    AMENDED AND
RESTATED

    CREDIT
AGREEMENT

    


    


    SCHEDULE
2.01(a)

    


    TERM
COMMITMENTS AND PRO RATA SHARES –

    AMENDMENT
AND RESTATEMENT EFFECTIVE DATE

    


    


    
      
        
          
            	
                    Lender

                  	 	
                    Term
      Commitment

                  	 	 	
                    Term
      Commitment Pro Rata Share

                  	 
	
                    Republic
      Airways Holdings Inc.

                  	 	$	15,000,000.00	 	 	 	100.00	%
	
                    Total

                  	 	$	15,000,000.00	 	 	 	100	%


          

        

      

    

    


    


    SCHEDULE
2.01(c)

    


    TERM
COMMITMENTS AND PRO RATA SHARES –

    MILESTONE
ACHIEVEMENT DATE

    


    


    
      
        
          
            
              
                
                  	
                          Lender

                        	 	
                          Term
      Commitment

                        	 	 	
                          Term
      Commitment Pro Rata Share

                        	 
	
                          [*]

                        	 	$	[	*]	 	 	[	*]%
	
                          [*]

                        	 	$	[	*]	 	 	[	*]%
	
                          Republic
      Airways Holdings Inc.

                        	 	$	10,000,000.00	 	 	 	[	*]%
	 
      	 	 	 	 	 	 	 	 
	
                          Total

                        	 	$	[	*]	 	 	100	%


                

              

            

          

        

      

    

    


    SCHEDULE
2.01(e)

    


    ADDITIONAL
LOAN COMMITMENTS AND PRO RATA SHARES

    


    


    
      
        
          
            
              	
                      Lender

                    	 	
                      Term
      Commitment

                    	 	 	
                      Term
      Commitment Pro Rata Share

                    	 
	
                      [*]

                    	 	$	[	*]	 	 	[	*]%
	
                      [*]

                    	 	$	[	*]	 	 	[	*]%
	
                      Republic
      Airways Holdings Inc.

                    	 	$	6,000,000.00	 	 	 	[	*]%
	
                      Total

                    	 	$	[	*]	 	 	100	%


            

          

        

      

    

    
       

      *Confidential

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE V
TO

    AMENDED AND
RESTATED

    CREDIT
AGREEMENT

    


    


    PERMITTED
PAYMENTS


    


    
      	
               

              Payee

            	
               

              Description

            	
               

              Amount1

            	
               

              Date2

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            


    

    


    1 Amounts
are approximate.  Final amounts may change due to timing of payment,
interim interest, or final amounts of reimbursable fees or
expenses.

    


    2 Some
payment dates are contingent on satisfaction of certain conditions precedent and
may therefore be slightly earlier or later than the date shown.

     

     

    *Confidential