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...Vanguard Airlines Inc \De\ • November 14th, 2000 • Air transportation, scheduled • California
Lessor) - and -Lease Agreement • March 31st, 2000 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
VANGUARD AIRLINES, INC. REGISTRATION RIGHTS AGREEMENT MARCH 20, 1998Registration Rights Agreement • March 30th, 1998 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
AMENDMENT TO GUARANTY AGREEMENT This Amendment to Guaranty Agreement (the "AMENDMENT") is made as of August ___, 1996, by and among HAMBRECHT & QUIST GROUP, a California corporation ("H&Q"), KENNETH J. WAGNON, an individual ("WAGNON"), DANIEL M....Guaranty Agreement • November 14th, 1996 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Kansas
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....Employment Agreement • November 15th, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
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...Consulting Agreement • September 17th, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
Lessor) - and -Lease Agreement • November 15th, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement • March 30th, 1998 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (the "Agreement") is made and entered into as of March 20, 1998 by and among Vanguard Airlines, Inc., a Delaware corporation (the "Company"), and those parties listed on the signature page hereof as...Unit Purchase Agreement • March 30th, 1998 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is made and entered into this ___ day of September, 1997, by and between Vanguard Airlines, Inc., a corporation organized under the laws of Delaware (the "Company") and...Subscription Agent Agreement • October 10th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
VANGUARD AIRLINES, INC. NONSTATUTORY STOCK OPTION ROBERT J. SPANE, Optionee: Vanguard Airlines, Inc. (the "Company") has granted you an option to purchase shares of the common stock of the Company ("Common Stock") under that certain Employment...Vanguard Airlines Inc \De\ • September 17th, 1999 • Air transportation, scheduled
GUARANTY AGREEMENT FOR VALUE RECEIVED, and intending to be legally bound, each of HAMBRECHT & QUIST GROUP, a California corporation ("H&Q"), KENNETH J. WAGNON, an individual ("Wagnon"), DANIEL M. CARNEY, an individual ("Carney"), and STARWOOD...Guaranty Agreement • November 14th, 1996 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Kansas
RECITALSNote Exchange Agreement • March 30th, 1998 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
AIRCRAFT LEASE AGREEMENT (MSN 22882)Aircraft Lease Agreement • March 31st, 2000 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
RECITALSWarrant Agreement • November 14th, 1996 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is entered into as of the Initial Closing Date (as hereinafter defined), by and among Vanguard Airlines, Inc., a Delaware corporation (the...Registration Rights Agreement • November 14th, 1996 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
AMENDMENT NO. 1 TO LEASE AGREEMENT THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (this "Amendment") is entered into as of July 1, 1997, by and between First Security Bank, National Association, a national banking association, not in its individual capacity...Lease Agreement • August 14th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
AIRCRAFT LEASE AGREEMENT THIS AGREEMENT is made as of the 5th day of January, 1999 between: (1) AeroUSA, Inc., a company organized under the laws of the State of Connecticut with its principal place of business at Lee Farm Corporate Park, 83 Wooster...Aircraft Lease Agreement • March 31st, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • New York
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective as of the 1st day of November, 1996 (the "Effective Date") by and between (1) Vanguard Airlines, Inc., a Delaware corporation (the "Company"), and (2)...Consulting Agreement • May 15th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
MERCHANT AGREEMENT MICHIGAN BANKARD [TRADEMARK] SERVICES Merchant Agreement This MERCHANT AGREEMENT (The "Agreement") is entered into between Michigan National Bank ("MNB", "us" or "we") and the company identified as the ("Merchant" or "you") as of...Merchant Agreement • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
SECURITY AGREEMENT This SECURITY AGREEMENT dated as of December 31, 1996, is made by VANGUARD AIRLINES, INC., a Delaware corporation having its principal place of business at 30 N.W. Rome Circle, Mezzanine Level, Kansas City International Airport,...Security Agreement • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the ______ day of January, 1997, by and between Vanguard Airlines, Inc. ("Company"); Kenneth J. Wagnon, Daniel M. Carney, and Starwood Investments, L.P., a Kansas limited...Agreement • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Kansas
OFFICE LEASEOffice Lease • March 31st, 2000 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Kansas
RECITALS A. Corporation has requested that the Lenders arrange for the issuance of letters of credit to be issued in favor of Michigan National Bank for the account of the Corporation in the aggregate amount of Four Million Dollars ($4,000,000) (the...Security Agreement • May 14th, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
ACKNOWLEDGEMENT AND CONSENT Acknowledgement and Consent (this "Consent") of Vanguard Airlines, Inc. dated as of March _____, 1997. RECITALS: US Airways, Inc. ("US Airways"), as lessor and Vanguard Airlines, Inc. (the "Lessee"), as lessee, entered into...Acknowledgement and Consent • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • New York
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...Aircraft Lease Agreement • March 29th, 2002 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
Counterpart No. ___ of 6 serially numbered, manually executed counterparts. To the extent that this Aircraft Lease Agreement constitutes chattel paper under the Uniform Commercial Code in the U.S. or any corresponding law in any foreign JURISDICTION, no security interest in this Aircraft Lease Agreement may be created through the transfer or possession of any counterpart hereto other than Counterpart No. 1.
VANGUARD AIRLINES, INC. NONSTATUTORY STOCK OPTION JOHN J. MCCARTHY, Optionee: Vanguard Airlines, Inc. (the "Company") has granted you an option to purchase shares of the common stock of the Company ("Common Stock") under that certain Consulting...Vanguard Airlines Inc \De\ • September 17th, 1999 • Air transportation, scheduled
REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT dated as of December 31, 1996, is made by and between VANGUARD AIRLINES, INC., a Delaware corporation having its principal place of business at 30 N.W. Rome Circle, Mezzanine Level, Kansas City...Reimbursement Agreement • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
WARRANT PURCHASE AGREEMENT This WARRANT PURCHASE AGREEMENT ("Warrant Agreement"), dated as of January 30, 1997 by and among VANGUARD AIRLINES, INC., a Delaware corporation ("the "Company"), and the persons and entities named on the Schedule I attached...Warrant Purchase Agreement • March 28th, 1997 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
PURCHASE AGREEMENTPurchase Agreement • March 29th, 2002 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • Missouri
This Purchase Agreement (the "Agreement") is made and entered into as of March 9, 2001 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").
SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Vanguard Airlines Inc \De\ • Air transportation, scheduled • California
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").
CONTRACT #308-99 SERVICE CONTRACT FOR AERONAUTICAL MAINTENANCE ENTERED INTO ON FEBRUARY 26TH, 1999, BETWEEN: 1. The Self-Managed Cooperative of Aero Industrial Services R.L., ("COOPESA"), an Aircraft Maintenance Repair Station, located in Alajuela,...Contract • March 31st, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
AMENDED AND RESTATED REIMBURSEMENT LOAN NOTE $4,000,000 San Francisco, California January 17, 1997 WHEREAS, Hambrecht & Quist California, a wholly owned subsidiary of Hambrecht & Quist Group (the "Lender"), pursuant to the terms of that certain...Vanguard Airlines Inc \De\ • March 28th, 1997 • Air transportation, scheduled
WHEREAS, Hambrecht & Quist California, a wholly owned subsidiary of Hambrecht & Quist Group (the "Lender"), pursuant to the terms of that certain Reimbursement Agreement, dated as of December 31, 1996, by and among Vanguard Airlines, Inc., a Delaware corporation (the "Corporation" or "Borrower") and Lender, as amended from time to time (the "Agreement"), has caused a Letter of Credit to be established for the benefit of Michigan National Bank; and
LINE OF CREDIT NOTEVanguard Airlines Inc \De\ • August 14th, 1997 • Air transportation, scheduled • Kansas
AMENDMENT NO. 2 TO LEASE AGREEMENT THIS AMENDMENT NO. 2 TO LEASE AGREEMENT (this "Agreement") is entered into as of November 1, 1998, by and between First Security Bank, National Association, a national banking association, not in its individual...Lease Agreement • March 31st, 1999 • Vanguard Airlines Inc \De\ • Air transportation, scheduled
