EX-10.9.2





 EXHIBIT 10.9.2 

EXECUTION VERSION 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of
December 24, 2018 between AIR WISCONSIN AIRLINES LLC (the “Borrower”) and HER MAJESTY IN RIGHT OF CANADA (the “Lender”) and amends that certain Credit Agreement dated as of
June 5, 2017 between the Borrower and the Lender (the “Credit Agreement”). 
 WHEREAS, except as otherwise
defined in this Amendment, the capitalized terms used herein shall have the meanings attributed thereto in the Credit Agreement; and 

WHEREAS, in order to amend the Credit Agreement, the parties have agreed to execute this Amendment. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as
follows: 
 Section 1.       Amendments to Section 1.01 of the Credit
Agreement. Section 1.01 of the Credit Agreement is hereby amended in the following manner: 
 (a)
        The definition of “Business Day” is hereby deleted in its entirety and replaced with the following: 

““Business Day”: any day, other than a Saturday or Sunday, on which commercial
banks are open for business in New York, New York, Milwaukee, Wisconsin and Appleton, Wisconsin.” 
 (b)
        A definition of “Disclosure Certificate” is hereby added as follows: 

““Disclosure Certificate”: a certificate dated December 7, 2018,
executed by Borrower and delivered to Lender, describing certain developments and contingencies applicable to Borrower.” 
 (c)
        The definitions of “Deferral Security Agreement” and “Deferral Security Agreement Trustee” are hereby deleted in their entirety. 

(d)         The definition of “Materially Adverse Change” is hereby deleted in its
entirety and replaced with the following: 
 ““Materially Adverse
Change”: the occurrence and continuation of one or more of the following events: (i) a material adverse change in the financial condition, financial results, business or operations of Borrower (as measured against
Borrower’s status based on December 31, 2017 year-end audited financial statements) which could reasonably be 












 expected to materially adversely affect its ability to perform its obligations under this
Agreement, or (ii) Borrower, as debtor, shall have commenced or there shall be pending or there shall have been commenced against Borrower and be pending a case, proceeding or other action under applicable bankruptcy or insolvency laws or
similar legislation.” 
 Section 2.       Amendment to Section 3.01 of the Credit
Agreement. The references to “11:00 a.m.” and “3:00 p.m.” in Section 3.01 of the Credit Agreement are hereby deleted and replaced with references to “1:00 p.m.” and “5:00 p.m.”, respectively. 

Section 3.       Amendment to Section 4.05 of the Credit Agreement. The text of
Section 4.05 of the Credit Agreement is hereby deleted and replaced with the following: 
 “(a) The audited balance sheet as of
December 31, 2017, for Borrower and its consolidated subsidiaries, and the related results of operations for the year then ended, have been prepared in accordance with GAAP and fairly present, in all material respects, Borrower’s financial
condition as of such date and results of operations for such period, and (b) except to the extent (if any) described in the Disclosure Certificate, since December 31, 2017. there has been no Materially Adverse Change.” 

Section 4.       Amendment to Section 8.02 of the Credit Agreement. Section 8.02
of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 “Section 8.02
Notices. All communications and notices provided for under this Agreement shall be in writing (including telecopies and emails), shall be in English, shall be effective on delivery, and shall be addressed as follows (or to such other
address as any such party shall designate by notice to each other such party): 
 if to Borrower: 

Air Wisconsin Airlines LLC 

W6390 Challenger Drive, Suite 203 

Appleton, WI 54915-9120 

Attn: President and Chief Executive Officer 

Fax: (920) 749-4158 

Email: christine.deister@airwis.com 

with a copy to the same address, 

Attn: Chief Accounting Officer and Treasurer 

Email: gregg.garvey@airwis.com 

if to Lender: 
 Her
Majesty in Right of Canada 
 c/o Export Development Canada 

150 Slater Street 
 Ottawa,
Ontario 

  
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 Canada K1A 1K3 

Attn: Loans Services & Asset Management - Transportation 

Fax: (613) 598-2514 and (613) 598-3186 

Email: ls-aerospace@edc.ca  

Wherever “notice”, “notify”, or similar variations are used in this Agreement, the Mortgage, or the Notes, they mean the
provision of a notice in accordance with this Section 8.02.” 
 Section 5.
      Amendment to Section 8.14 of the Credit Agreement. The last sentence of Section 8.14 of the Credit Agreement is hereby deleted in its entirety. 

Section 6.       Amendment to Exhibit A of the Credit Agreement. Exhibit A to the Credit
Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto. 
 Section 7.
      Ratification. Except as amended hereby, the Credit Agreement continues and shall remain in full force and effect in all respects and each of the parties hereby confirms and ratifies its obligations
thereunder. From and after the date hereof, each and every reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” or similar words and phrases referring to the Credit Agreement or any word or phrase
referring to a section or provision of the Credit Agreement is deemed for all purposes to be a reference to the Credit Agreement or such section or provision as amended pursuant to this Amendment. 

Section 8.       Counterparts. This Amendment may be signed in counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Amendment. 

Section 9.       Governing Law. This Amendment shall in all respects be governed by and
construed in accordance with the laws of the state of New York, including all matters of construction, validity and performance. 

*     *     * 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by
their authorized officers as of the date first written above. 
  

	
	AIR WISCONSIN AIRLINES LLC,
	as Borrower
	
	By: /s/ C. R. Deister                              
    
	Name: Christine R. Deister
	Title:   President and C.E.O.
	
	HER MAJESTY IN RIGHT OF
	CANADA, as Lender
	
	By: /s/ Sean
Mitchell                                  
	Name: Sean Mitchell
	Title:  Principal Special Risks
	
	By: /s/ Brian Craig
                                  
	Name: Brian Craig
	Title:  Sr. Special Risks Manager














 EXHIBIT A 

DESIGNATED LEASES 
  

									
	 FAA

REGISTRATION
	 	  MSN  	  	DATE OF LEASE	  	OWNER TRUSTEE    	  	
ORIGINAL

EQUITY

PARTICIPANT
  

	 N408AW
	 	7568	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N411ZW
	 	7569	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N412AW
	 	7582	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N413AW
	 	7585	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N414ZW
	 	7586	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N415AW
	 	7593	  	December 21, 2001	  	U.S. Bank National

Association
	  	Fleet National Bank
	 N419AW
	 	7633	  	April 12, 2002	  	U.S. Bank National

Association
	  	ICX Corporation
	 N420AW
	 	7640	  	October 30, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N423AW
	 	7636	  	October 30, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N424AW
	 	7656	  	October 30, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N425AW
	 	7663	  	October 30, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N426AW
	 	7669	  	November 14, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N427ZW
	 	7685	  	November 14, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N428AW
	 	7695	  	December 13, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N429AW
	 	7711	  	December 13, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N430AW
	 	7719	  	December 5, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company
	 N435AW
	 	7724	  	December 13, 2002	  	U.S. Bank National

Association
	  	NCC Solar Company


  
 Exhibit A 

Page 1