EX-10.9.4





 EXHIBIT 10.9.4 

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 January 25, 2018 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 “Funding
Dates” is hereby deleted in its entirety and replaced with the following: 
   ““Funding
Dates”: June 21, 2018, October 30, 2018, November 14, 2018, December 13, 2018 and April 30, 2019, which are the dates on which Lender shall fund the Loan under Section 2.01.” 

(e)         The definition of “Loan Amount” is hereby deleted in its entirety and replaced
with the following: 
   ““Loan Amount”: a total of $20,953,595, consisting of
$7,925,303 to be advanced on the June 21, 2018 Funding Date, $3,140,786 to be advanced on the October 30, 2018 Funding Date, $1,447,413 to be advanced on the November 14, 2018 Funding Date, $2,684,886 to be advanced on the
December 13, 2018 Funding Date and $5,755,207 to be advanced on the April 30, 2019 Funding Date.” 

(f)         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.” 

(g)         The definition of “Maturity Date” is hereby deleted in its entirety and
replaced with the following: 
   ““Maturity Date”: April 30, 2020.” 

(h)         The definition of “Principal Installment Amount” is hereby deleted in its
entirety and replaced with the following: 
   ““Principal Installment Amount”:
$7,273,085 on the July 1, 2019 Principal Payment Date, $7,925,303 on the December 1, 2019 Principal Payment Date and $5,755,207 on the Maturity Date.” 

(i)         The definition of “Principal Payment Date” is hereby deleted in its entirety
and replaced with the following: 
   ““Principal Payment Date”: each of July 1,
2019, December 1, 2019 and the Maturity Date; except that any Principal Payment Date that falls on a day which is not a Business Day shall instead occur on the following Business Day.” 

  
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 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 
 Canada K1A 1K3 

Attn: Loans Services & Asset Management - Transportation 

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

Email: ls-aerospace@edc.ca 

  
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 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 and replaced with the following: 

“Such Security Agreement and Subordination Acknowledgment also acknowledges the subordination of the 2017 Security Agreement security
interest in favor of the 2017 Security Agreement Trustee in the Collateral (as defined in the 2017 Security Agreement) to the security interest of the Security Trustee.” 

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	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N411ZW
	  	7569	  	December 21, 2001	  	U.S. Bank National	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N412AW
	  	7582	  	December 21, 2001	  	U.S. Bank National	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N413AW
	  	7585	  	December 21, 2001	  	U.S. Bank National	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N414ZW
	  	7586	  	December 21, 2001	  	U.S. Bank National	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N415AW
	  	7593	  	December 21, 2001	  	U.S. Bank National	  	Fleet National Bank
	 	  	 	  	 	  	Association	  	 
	
N419AW
	  	7633	  	April 12, 2002	  	U.S. Bank National	  	ICX Corporation
	 	  	 	  	 	  	Association	  	 
	
N420AW
	  	7640	  	October 30, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N423AW
	  	7636	  	October 30, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N424AW
	  	7656	  	October 30, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N425AW
	  	7663	  	October 30, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N426AW
	  	7669	  	November 14, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N427ZW
	  	7685	  	November 14, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N428AW
	  	7695	  	December 13, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N429AW
	  	7711	  	December 13, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N430AW
	  	7719	  	December 5, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 
	
N435AW
	  	7724	  	December 13, 2002	  	U.S. Bank National	  	NCC Solar Company
	 	  	 	  	 	  	Association	  	 


  
 Exhibit A 

Page 1