MIDWEST EXPRESS HOLDINGS INC
FOURTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>slp441d.txt
<DESCRIPTION>FOURTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
          FOURTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT,
dated as of September 30, 2002 (the "Amendment"), is by and among MIDWEST
EXPRESS HOLDINGS, INC. (the "Borrower"), the lenders party hereto and U.S. BANK
NATIONAL ASSOCIATION, as Agent (the "Agent").

                                    RECITALS

         WHEREAS, the Borrower is party to that certain Senior Secured Revolving
Credit Agreement, dated as of August 31, 2001, by and among the Borrower, the
lenders party thereto (each, a "Lender" and collectively, the "Lenders") and the
Agent, as amended by the First Amendment to Senior Secured Revolving Credit
Agreement dated as of January 9, 2002 and the Second Amendment to Senior Secured
Revolving Credit Agreement dated as of June 28, 2002 and the Third Amendment to
Senior Secured Revolving Credit Agreement dated as of August 29, 2002 (as so
amended, the "Credit Agreement"); and

         WHEREAS, the Borrower has requested that the Lenders and the Agent
amend the Credit Agreement as set forth herein; and

         WHEREAS, the Lenders and the Agent are willing to amend the Credit
Agreement as set forth herein, but only under the terms and conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
covenants, conditions and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    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 1.1 - Definitions. The definition of "Revolving Termination
Date" in Section 1.1 is deleted in its entirety and replaced by the following:

                  "Revolving Termination Date" means October 7, 2002, or the
         date when the Revolving Commitments are terminated in full pursuant to
         this Credit Agreement.

                                       1
<PAGE>

         2.2 Section 2.1 - Revolving Loans. Section 2.1 of the Credit Agreement
is amended in by deleting the amount "FORTY-FIVE MILLION DOLLARS ($45,000,000)"
contained therein and inserting the amount "TWENTY-FIVE MILLION DOLLARS
($25,000,000)" in its place.

         2.3 Section 5.2 - Financial Statements. The second to last sentence in
Section 5.2 of the Credit Agreement is amended in its entirety to read as
follows:

           "There has been no material adverse change in the business,
          properties or conditions (financial or otherwise) of the Borrower or
          any of the Guarantors since December 31, 2001, except as may be
          otherwise disclosed in the Borrower's unaudited financial statements
          dated as of March 31, 2002 and June 30, 2002 and that certain press
          release dated September 12, 2002, previously delivered to the
          Lenders."

         2.4 Section 6.15 - Proceeds of Aircraft Sale. A new Section 6.15 of the
Credit Agreement is created to read as follows:

          "Section 6.15 Proceeds of Aircraft Sale. The Borrower shall cause
          Airlines to promptly pay to the Agent the net proceeds of the sales of
          that certain DC-9-14 aircraft, serial number 45842 and registration
          number N800ME and that certain DC-9-15 aircraft, serial number 45841
          and registration number N900ME, together with the Pratt & Whitney
          JT8D-7B engines having serial numbers 649351, 653347, 653648 and
          654665. Such net proceeds shall be applied by the Agent to the
          outstanding principal balance of the Revolving Loans. Further, the
          Revolving Committed Amount and the LOC Committed Amount shall be
          reduced by the amount of such proceeds and there shall be a
          corresponding decrease, on a pro rata basis, in each Lender's
          Revolving Commitment and LOC Commitment. Schedule 2.1(a) shall
          automatically be deemed to be amended to reflect such reductions
          without any further action by the Borrower, the Agent or the Lenders.
          Upon receipt of such net proceeds, the Agent agrees to execute such
          FAA releases necessary to release its lien on such aircraft and
          engines."

         2.5 Schedule 2.1(a) - Commitments. Schedule 2.1(a) to the Credit
Agreement is deleted in its entirety and replaced by Schedule 2.1(a) 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 as of the date hereof.
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


                                       2
<PAGE>

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 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 Release. The Lenders hereby consent to the release by the Agent of
 the Agent's security interest in that certain DC-9-14 aircraft, serial number
 45842 and registration number N800ME and that certain DC-9-15 aircraft, serial
 number 45841 and registration number N900ME, together with the Pratt & Whitney
 JT8D-7B engines having serial numbers 649351, 653347, 653648 and 654665.

         4.2 Continuance of Credit Agreement. Except as specifically amended by
this Amendment, the Credit Agreement shall remain in full force and effect.

         4.3 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.

         4.4 Governing Law. This Amendment shall be governed by the laws of the
State of Wisconsin (without regard to choice of law principles).

         4.5 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.

         4.6 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.

         4.7 Conditions to Effectiveness. This Amendment shall become effective
upon the satisfaction of each the following conditions precedent:

         (a) The Agent shall have received a fully-executed copy of this
Amendment, executed by each of the Borrower, the Lenders and the Agent;

         (b) The Agent shall have received a fully-executed copy of a
Reaffirmation of Guaranty in the form attached hereto, executed by each of the
Guarantors;

                                       3
<PAGE>

         (c) No Default or Event of Default shall have occurred and be
continuing; and

         (d) The Borrower shall have paid all outstanding fees and expenses of
the Agent's legal counsel and all fees and expenses of the Agent's legal counsel
incurred in connection with this Amendment.

         4.8 Ratification. The Credit Agreement, as amended hereby, the other
Credit Documents and all other documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in
full force and effect. The Credit Agreement shall, together with this Amendment,
be read and construed as a single agreement. All references in the Credit
Agreement, the other Credit Documents and any related agreement or instrument
shall hereafter refer to the Credit Agreement as amended hereby.

         4.9 No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement and the other
Credit Documents remain in full force and effect. Nothing contained in this
Amendment shall be construed to imply a willingness on the part of the Lenders
or the Agent to grant any similar or other future waivers or amendments of any
of the terms and conditions of the Credit Agreement or the other Credit
Documents.

         4.10 Release. In order to induce the Agent and the Lenders to enter
into this Amendment, the Borrower and the Guarantors acknowledge and agree that:
(a) they do not have any claim or cause of action against the Agent or any of
the Lenders (or any of their respective directors, officers, employees or
agents); (b) they do not have any offset right, counterclaim or defense of any
kind against any of its obligations, indebtedness or liabilities to the Agent
and the Lenders; and (c) each of the Agent and the Lenders have heretofore
properly performed and satisfied in a timely manner all of their obligations to
the Borrower and the Guarantors. The Borrower and the Guarantors wish to
eliminate any possibility that any past conditions, acts, omissions, events,
circumstances or matters would impair or otherwise adversely affect any of the
Agent's or the Lenders' rights, interests, contracts, collateral security or
remedies. Therefore, the Borrower and the Guarantors unconditionally release,
waive and forever discharge (i) any and all liabilities, obligations, duties,
promises or indebtedness of any kind of either of the Agent or any of the
Lenders to the Borrower or any Guarantor, except the obligations to be performed
by the Agent and the Lenders as expressly stated in the Credit Agreement, as
amended hereby, and the other Credit Documents, and (ii) all claims, offsets,
causes of action, suits or defenses of any kind whatsoever (if any), whether
arising at law or in equity, whether known or unknown, which the Borrower or any
Guarantor might otherwise have against the Agent or any of the Lenders or any of
their directors, officers, employees or agents, in either case (i) or (ii) on
account of any condition, act, omission, event, contract, liability, obligation,
indebtedness, claim, cause of action, defense, circumstance or matter of any
kind whatsoever arising or occurring on or prior to the date of this Amendment.
Except as prohibited by law, the Borrower and the Guarantors hereby waive any
right they may have to claim or recover in any litigation involving the Agent or
any of the Lenders, any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Borrower and the
Guarantors (A) certify that no representative, agent or attorney of any Lender
or the Agent has represented, expressly or otherwise, that such Lender or the
Agent would not, in the event of litigation, seek to enforce the foregoing
waivers, releases and discharges, and (B) acknowledge that the Agent


                                       4
<PAGE>

and the Lenders have been induced to enter into this Amendment by, among other
things, the waivers, releases, discharges and certifications contained herein.
The waivers, releases and discharges in this paragraph shall be effective
regardless of any other event that may occur or not occur on or after the date
hereof.



                            [signature page follows]


                                       5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to Senior Secured Revolving Credit Agreement as of the day and year
first written above.


                                    MIDWEST EXPRESS HOLDINGS, INC.

                                    By: /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Sr. VP & General Counsel
                                           -----------------------------------

                                    U.S. BANK NATIONAL
                                    ASSOCIATION, 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:  Assistant Vice President
                                           -----------------------------------

                                    Attest: /s/ [Authorized Representative]
                                           -----------------------------------
                                    Title:  Vice President
                                           -----------------------------------


                                    BANK ONE, NA (Main Office Chicago)

                                    By: /s/ [Authorized Representative]
                                        --------------------------------------
                                    Title:  Officer
                                           -----------------------------------

<PAGE>
                            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 (as amended from time to
time, the "Credit Agreement"), by and between the Borrower, the Lenders and U.S.
Bank National Association, as Agent for the Lenders, and related agreements, as
amended. Each Guarantor acknowledges and consents to the Fourth 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 Fourth Amendment, and the related agreements. Further, each
Guarantor expressly agrees that it shall be irrevocably bound by the provisions
of the Release set forth in Section 4.10 of the Fourth Amendment.

        September 30, 2002.

                                    MIDWEST EXPRESS AIRLINES, INC.

                                    By:  /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Sr. VP & General Counsel
                                           -----------------------------------


                                    ASTRAL AVIATION, INC.

                                    By:  /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Secretary
                                           -----------------------------------


                                    MIDWEST EXPRESS SERVICES - OMAHA, INC.

                                    By:  /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Vice President
                                           -----------------------------------


                                    MIDWEST EXPRESS SERVICES - KANSAS CITY, INC.

                                    By:  /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Vice President
                                           -----------------------------------


                                    YX PROPERTIES, LLC

                                    By:  /s/ Carol Skornicka
                                        --------------------------------------
                                    Title:  Vice President
                                           -----------------------------------

<PAGE>
                                 SCHEDULE 2.1(a)

                     REVOLVING COMMITMENTS, LOC COMMITMENTS

                      and SWING LINE COMMITMENT PERCENTAGES

<TABLE>
<CAPTION>
                                    Revolving Commitment Amount        Revolving Commitment Percentage
<S>                                                 <C>                                       <C>
U.S. Bank National Association                      $12,045,450                               48.1818%
M&I Marshall & Ilsley Bank                           $9,318,175                               37.2727%
Bank One, NA                                         $3,636,375                               14.5455%
             Totals                                 $25,000,000                              100.0000%


<CAPTION>
                                         LOC Commitment Amount              LOC Commitment Percentage
<S>                                                <C>                                       <C>
U.S. Bank National Association                     $12,045,450                               48.1818%
M&I Marshall & Ilsley Bank                          $9,318,175                               37.2727%
Bank One, NA                                        $3,636,375                               14.5455%
             Totals                                $25,000,000                              100.0000%


<CAPTION>
                                              Swing Line Commitment Percentage
<S>                                                                   <C>
U.S. Bank National Association                                        48.1818%
M&I Marshall & Ilsley Bank                                            37.2727%
Bank One, NA                                                          14.5455%
             Totals 100.0000%


</TABLE>

</TEXT>
</DOCUMENT>
