Vanguard Airlines Inc \De\ Sample Contracts

Vanguard Airlines Inc \De\ – IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF MISSOURI AT KANSAS CITY (January 6th, 2004)

This matter comes before the Court on consideration of the confirmation of the Debtor's First Amended Liquidating Plan of Reorganization (the "Plan"). After appropriate notice and opportunity for hearing, including but not limited to Sections 105, 1121, 1122, 1123, 1124, 1125, 1126, 1127, 1128, and 1129 of the United States Bankruptcy Code (the "Code"), and Rules 3016, 3017, 3018, 3019, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Rules"), and after considering the evidence and agreements presented by the parties, the Court hereby makes the following findings of fact and conclusions of law, and enters the following orders:

Vanguard Airlines Inc \De\ – CASE NUMBER: 02-50802-11-JWV COMPARATIVE BALANCE SHEETS PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 06/30/03 07/31/03 08/31/03 09/30/03 10/31/03 11/30/03 (December 24th, 2003)
Vanguard Airlines Inc \De\ – UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF MISSOURI AT KANSAS CITY (December 4th, 2003)
Vanguard Airlines Inc \De\ – UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF MISSOURI AT KANSAS CITY (December 4th, 2003)
Vanguard Airlines Inc \De\ – CASE NUMBER: 02-50802-11-JWV COMPARATIVE BALANCE SHEETS PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 05/31/03 06/30/03 07/31/03 08/31/03 09/30/03 10/31/03 (November 21st, 2003)
Vanguard Airlines Inc \De\ – CASE NUMBER: 02-50802-11-JWV COMPARATIVE BALANCE SHEETS PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 04/30/03 05/31/03 06/30/03 07/31/03 08/30/03 09/30/03 (October 20th, 2003)
Vanguard Airlines Inc \De\ – PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 03/31/03 04/30/03 05/31/03 06/30/03 07/31/03 08/30/03 (September 23rd, 2003)
Vanguard Airlines Inc \De\ – PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 02/28/03 03/31/03 04/30/03 05/31/03 06/30/03 07/31/03 (August 27th, 2003)
Vanguard Airlines Inc \De\ – PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 01/31/03 02/28/03 03/31/03 04/30/03 05/31/03 06/30/03 (July 18th, 2003)
Vanguard Airlines Inc \De\ – PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 12/31/02 01/31/03 02/28/03 03/31/03 04/30/03 05/31/03 (June 18th, 2003)
Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS (May 23rd, 2003)
Vanguard Airlines Inc \De\ – PETITION MONTH MONTH MONTH MONTH MONTH MONTH MONTH MONTH DATE ENDING ENDING ENDING ENDING ENDING ENDING ENDING ENDING ASSETS 07/30/02 10/31/02 11/30/02 12/31/02 01/31/03 02/28/03 03/31/03 (April 24th, 2003)

I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOLLOWING OPERATING REPORTS, CONSISTING OF ___ PAGES ARE TRUE AND CORRECT. Date submitted___________________Signed________________________ Vivian C. Stewart, Controller (Printed name of signatory)

Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS (March 25th, 2003)

I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOLLOWING OPERATING REPORTS, CONSISTING OF ___ PAGES ARE TRUE AND CORRECT. Date submitted___________________Signed________________________ Vivian C. Stewart, Controller (Printed name of signatory)

Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS (February 19th, 2003)

I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOLLOWING OPERATING REPORTS, CONSISTING OF ___ PAGES ARE TRUE AND CORRECT. Date submitted___________________Signed________________________ Vivian C. Stewart, Controller (Printed name of signatory)

Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS (January 23rd, 2003)
Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS (December 27th, 2002)
Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS COMPARATIVE BALANCE SHEETS (November 25th, 2002)
Vanguard Airlines Inc \De\ – MONTHLY OPERATING REPORTS COMPARATIVE BALANCE SHEETS (October 23rd, 2002)
Vanguard Airlines Inc \De\ – Vanguard Airlines to Continue to Seek Federal Loan Guarantee and Other Investments (June 4th, 2002)

Kansas City, MO-Vanguard Airlines, Inc. (OTC Bulletin Board: VNGD) today confirmed that the Air Transportation Stabilization Board ("ATSB") has denied the Company's current application for a federal loan guarantee. Vanguard is working with the staff to revise its application and plans to re-file a revised structure. Vanguard also confirmed that it is also seeking additional private funds separate from the loan guarantees.

Vanguard Airlines Inc \De\ – CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF VANGUARD AIRLINES, INC. (June 4th, 2002)
Vanguard Airlines Inc \De\ – SECURITY AGREEMENT (March 29th, 2002)

This Security Agreement dated as of February 13, 2001, is made by and between Vanguard Airlines, Inc., a Delaware Corporation having its principal place of business at 533 Mexico City Avenue, Kansas City, Missouri, 64153 ("Grantor"), in favor of J. F. Shea Co., Inc., a Nevada Corporation ("Shea") and The Hambrecht 1980 Revocable Trust (the "Hambrecht Trust") (individually, a "Lender" and, collectively, the "Lenders").

Vanguard Airlines Inc \De\ – AIRCRAFT LEASE AGREEMENT [49222] dated as of February 1, 2001 between PEGASUS AVIATION II, INC., as Lessor, and VANGUARD AIRLINES, INC., as Lessee One (1) McDonnell Douglas model DC-9-82 aircraft, MSN 49222, U.S. Registration Mark N16802, along with two (2) Pratt & Whitney JT8D-217A engines (March 29th, 2002)

THIS AGREEMENT, dated as of February 1, 2001, is by and between PEGASUS AVIATION II, INC., a Delaware corporation, or its assigns (hereinafter, the "Lessor"), and VANGUARD AIRLINES, INC., a Delaware corporation (hereinafter, the "Lessee").

Vanguard Airlines Inc \De\ – RESTATED CERTIFICATE OF DESIGNATION of SERIES B PREFERRED STOCK of VANGUARD AIRLINES, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (July 25th, 2001)

Vanguard Airlines, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors of the Company as required by Section 151 of the General Corporation Law at a meeting duly called and held on June 8, 2001 and that such resolution was approved in writing by all holders of shares of the Company's Series B Preferred Stock:

Vanguard Airlines Inc \De\ – RESTATED CERTIFICATE OF DESIGNATION of SERIES C PREFERRED STOCK of VANGUARD AIRLINES, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (July 25th, 2001)

Vanguard Airlines, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors of the Company as required by Section 151(f) of the General Corporation Law at a meeting duly called and held on June 8, 2001 and that such resolution was approved in writing by all holders of shares of the Company's Series C Preferred Stock:

Vanguard Airlines Inc \De\ – RESTATED CERTIFICATE OF DESIGNATION of SERIES A PREFERRED STOCK of VANGUARD AIRLINES, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (July 25th, 2001)

Vanguard Airlines, Inc., a Corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors of the Company as required by Section 151 of the General Corporation Law at a meeting duly called and held on June 8, 2001, and that such resolution was approved in writing by all holders of shares of the Company's Series A Preferred Stock:

Vanguard Airlines Inc \De\ – WARRANT TO PURCHASE COMMON STOCK (November 14th, 2000)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. No. PB-83 September 8, 2000 WARRANT TO PURCHASE COMMON STOCK OF VANGUARD AIRLINES, INC. VOID AFTER SEPTEMBER 8, 2007 This Warrant is issued to J.F. Shea Co., Inc., or its registered assigns (the "Holder") by Vanguard Airlines, Inc., a Delaware corporation (the "Company"), on September 8, 2000 (the "Warrant Issue Date"). This Warrant is issued pursuant to

Vanguard Airlines Inc \De\ – UNIT PURCHASE AGREEMENT (November 14th, 2000)

UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (the "Agreement") is made and entered into as of September 8, 2000 by and among Vanguard Airlines, Inc., a Delaware corporation (the "Company"), and those parties listed on the signature page hereof as "Investors" (who are referred to individually as an "Investor" and collectively as the "Investors"). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows: 1. SALE OF UNITS; CLOSING; DELIVERY. (a) Subject to the terms and conditions hereof, the Company will issue and sell to each Investor and each Investor will purchase from the Company, at the closing (as defined below) the number of units set forth opposite each Investor's name on EXHIBIT A. The purchase price per Unit (the "Unit Purchase Price") shall be $1.7173, subject to adjustment as provided for in Section 8 of this Agreement. A "Unit" shall be composed of one share (a "Share") of Common Stock, $0

Vanguard Airlines Inc \De\ – WARRANT TO PURCHASE COMMON STOCK (November 14th, 2000)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. No. PB-84 September 8, 2000 WARRANT TO PURCHASE COMMON STOCK OF VANGUARD AIRLINES, INC. VOID AFTER SEPTEMBER 8, 2007 This Warrant is issued to The Hambrecht 1980 Revocable Trust, or its registered assigns (the "Holder") by Vanguard Airlines, Inc., a Delaware corporation (the "Company"), on September 8, 2000 (the "Warrant Issue Date"). This Warrant is issued pursuant to

Vanguard Airlines Inc \De\ – OFFICE LEASE (March 31st, 2000)

Office Lease between The Gerson Company and Vanguard Airlines, Inc. Dated: July 15, 1999 OFFICE LEASE THIS OFFICE LEASE (this "Lease") dated for reference purposes only as of July 15, 1999, is entered into by Vanguard Airlines, Inc. ("Tenant"), and The Gerson Company ("Landlord"). ARTICLE 1 BASIC INFORMATION 1.1 Basic Lease Information. In addition to the terms that are defined elsewhere in this Lease, these terms are used in this Lease: (a) PREMISES: The premises shall be that certain space located in that portion of the Building commonly known as Suite 210 and as more specifically shown on Exhibit A to this Lease. (b) BUILDING: The Building located on the Land and which is commonly known as Mission Office Park Building 3, 7000 Squibb Road, Mission, Johnson County, Kansas 66202.

Vanguard Airlines Inc \De\ – AIRCRAFT LEASE AGREEMENT (March 31st, 2000)

AIRCRAFT LEASE AGREEMENT (MSN 22882) This AIRCRAFT LEASE AGREEMENT (MSN 22882), dated as of February 22, 2000 (this "Agreement" or "Lease"), is entered by and between US AIRWAYS, INC., a Delaware corporation, as lessor ("Lessor"), and VANGUARD AIRLINES, INC., a Delaware corporation, as lessee ("Lessee"). RECITALS: WHEREAS, Lessee desires to lease from Lessor and Lessor is willing to lease to Lessee the Aircraft described herein upon the terms and conditions of this Lease. NOW, THEREFORE, for and in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS AND CONSTRUCTION Capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference, and shal

Vanguard Airlines Inc \De\ – THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. (March 31st, 2000)

_________________________________________________________________ THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT EXECUTED BY LESSOR OR, IF LESSOR HAS ASSIGNED ITS RIGHTS TO A THIRD PARTY IN ACCORDANCE WITH THIS LEASE AGREEMENT, SUCH THIRD PARTY ON THE SIGNATURE PAGE OF THIS LEASE AGREEMENT. ________________________________________________________________ DATED: October 19, 1999 AIRCRAFT 22122, INC. (Lessor) - and - VANGUARD AIRLINES, INC. (Lessee) _

Vanguard Airlines Inc \De\ – THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. (November 15th, 1999)

_________________________________________________________________ THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT EXECUTED BY LESSOR OR, IF LESSOR HAS ASSIGNED ITS RIGHTS TO A THIRD PARTY IN ACCORDANCE WITH THIS LEASE AGREEMENT, SUCH THIRD PARTY ON THE SIGNATURE PAGE OF THIS LEASE AGREEMENT. ________________________________________________________________ DATED: August __, 1999 AIRCRAFT 22120, INC. (Lessor) - and - VANGUARD AIRLINES, INC. (Lessee)

Vanguard Airlines Inc \De\ – EMPLOYMENT AGREEMENT (November 15th, 1999)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the 15th day of June, 1999 (the "Effective Date") by and between Vanguard Airlines, Inc., a Delaware corporation (the "Company") and Robert J. Spane, an individual ("Employee"). R E C I T A L S: A. The Company is engaged in the business of owning and operating an air carrier certificated by the U.S. government to engage in the provision of air transportation services in the common carriage of persons, property and mail (the "Company Business"). The Company is based in Kansas City, Missouri and provides scheduled passenger service in the United States. B. The Company hereby agrees to employ Employee and Employee hereby agrees to accept such employment engagement with the Company in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual

Vanguard Airlines Inc \De\ – THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. (November 15th, 1999)

________________________________________________________________ THIS LEASE AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT EXECUTED BY LESSOR OR, IF LESSOR HAS ASSIGNED ITS RIGHTS TO A THIRD PARTY IN ACCORDANCE WITH THIS LEASE AGREEMENT, SUCH THIRD PARTY ON THE SIGNATURE PAGE OF THIS LEASE AGREEMENT. ________________________________________________________________ DATED: July 22, 1999 AIRCRAFT 22121, INC. (Lessor) - and - VANGUARD AIRLINES, INC. (Lessee)

Vanguard Airlines Inc \De\ – CONSULTING AGREEMENT (September 17th, 1999)

CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of January 1, 1999, by and between Vanguard Airlines, Inc., a Delaware corporation (the "Company"), and John J. McCarthy (the "Consultant"). WHEREAS, the Company desires to retain the Consultant from time to time to provide the Company with the Consultant's expertise, and the Consultant desires to render such services to the Company, all upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. RETAINER OF CONSULTANT. The Company may retain the Consultant from time to time to render services to the Company as requested by the Company, and the Consultant agrees that each such retainer shall be subject to the terms and conditions of this Agreement. 2. DUTIES OF CONSULTANT. The Consultant's duties under