ATLANTIC COAST AIRLINES, INC. $50,000,000 7% Convertible Subordinated Notes due 2004 ________________ INDENTURE Dated as of July 2, 1997 ________________ First Union National Bank of Virginia TrusteeAtlantic Coast Airlines Inc • August 14th, 1997 • Air transportation, scheduled • Virginia
EXHIBIT 10.50(d) ============================================================== ===================================================== PARTICIPATION AGREEMENT (ATLANTIC COAST AIRLINES TRUST NO. _____) Dated as of September 30, 1997Lease Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Date: February 8,1999 $50,000,000 __________________________________________ __________________________________________ __________________________________________ FLEET CAPITAL CORPORATION, as Lender...Loan and Security Agreement • March 23rd, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • North Carolina
7.1 Letter Agreement No. 0372-25 attached hereto is hereby created and made a part of the Agreement. ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGEDLetter Agreement • November 16th, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled
Exhibit 10.12(d) SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") was executed by the parties as of the date set forth on the signature page (the "Signature Date") and was authorized and effective as of September 4, 2003 (the "Effective...Severance Agreement • March 16th, 2005 • Flyi Inc • Air transportation, scheduled • Virginia
AGREEMENT FORAgreement • May 15th, 2001 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • New York
EXHIBIT 10.23(a) FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • North Carolina
Exhibit 10.25(a) PRIVILEGED AND CONFIDENTIAL ATLANTIC COAST AIRLINES HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement ("Option Agreement") is between Atlantic Coast Airlines Holdings, Inc., a Delaware Corporation...Incentive Stock Option Agreement • May 12th, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
Exhibit 10.25(e) ATLANTIC COAST AIRLINES HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 23rd, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
Exhibit 10.23 LOAN AND SECURITY AGREEMENT dated as of September 28, 2001Loan and Security Agreement • March 29th, 2002 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Virginia
EXHIBIT 10.50(a) ATLANTIC COAST AIRLINES, ISSUER ATLANTIC COAST AIRLINES, INC., GUARANTOR PURCHASE AGREEMENTAtlantic Coast Airlines Inc • March 31st, 1998 • Air transportation, scheduled • New York
FORAtlantic Coast Airlines Holdings Inc • August 16th, 1999 • Air transportation, scheduled • New York
Exhibit 10.13(a) AMENDED AND RESTATED INDEMNITY AGREEMENT THIS AMENDED AND RESTATED INDEMNITY AGREEMENT (the "Agreement) is made between Atlantic Coast Airlines Holdings, Inc., a Delaware corporation (the "Company"), and _____________ ("Indemnitee")....Indemnity Agreement • March 31st, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
2 EXHIBIT 99.1 RIGHTS AGREEMENT ATLANTIC COAST AIRLINES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent RIGHTS AGREEMENT dated as of January 27, 1999 TABLE OF CONTENTS 1. Certain Definitions. 1 2. Appointment of Rights...Rights Agreement • January 28th, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
RECITALSLoan Modification Agreement • March 31st, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Virginia
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of July 2, 1997, by and among Atlantic Coast Airlines, Inc., a Delaware corporation (the "Company"), Alex. Brown & Sons Incorporated and The...Registration Rights Agreement • August 15th, 1997 • Atlantic Coast Airlines Inc • Air transportation, scheduled • Virginia
ATLANTIC COAST AIRLINES, INC. $50,000,000 7% Convertible Subordinated Notes due 2004 ________________ INDENTURE Dated as of July 2, 1997 ________________ First Union National Bank of Virginia TrusteeAtlantic Coast Airlines Inc • August 15th, 1997 • Air transportation, scheduled • Virginia
EXHIBIT 10.23(b) SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • North Carolina
AMENDMENT NUMBER ONE TO SEVERANCE AGREEMENTSeverance Agreement • November 16th, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled
Exhibit 10.41A(1) Atlantic Coast Airlines xAmended xxAdded CONTRACT CHANGE ORDER PURCHASER: Atlantic Coast Airlines PURCHASE AGREEMENT NO.: RJ-0454 (the "Agreement") AIRCRAFT TYPE: CRJPurchase Agreement • November 14th, 2002 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled
REGISTRATION RIGHTS AGREEMENT between ATLANTIC COAST AIRLINES HOLDINGS, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED, as Initial Purchaser Dated as of February 25, 2004Registration Rights Agreement • May 10th, 2004 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • New York
REGISTRATION RIGHTS AGREEMENT dated as of February 25, 2004 by and between Atlantic Coast Airlines Holdings, Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as the initial purchaser (the “Initial Purchaser”) under the Purchase Agreement dated February 19, 2004 (the “Purchase Agreement”), by and between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
BETWEEN THEGround Lease Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • Virginia
SCHEDULE TO THE MASTER AGREEMENTThe Master Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • New York
Exhibit 10.25(c) PRIVILEGED AND CONFIDENTIAL ATLANTIC COAST AIRLINES HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement ("Option Agreement") is between Atlantic Coast Airlines Holdings, Inc., a Delaware...Nonqualified Stock Option Agreement • May 12th, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
Exhibit 10.25(f) PRIVILEGED AND CONFIDENTIAL ATLANTIC COAST AIRLINES HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement ("Option Agreement") is between Atlantic Coast Airlines Holdings, Inc., a Delaware...Nonqualified Stock Option Agreement • May 12th, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
Exhibit 10.25(b) PRIVILEGED AND CONFIDENTIAL ATLANTIC COAST AIRLINES HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement ("Option Agreement") is between Atlantic Coast Airlines Holdings, Inc., a Delaware Corporation...Incentive Stock Option Agreement • May 12th, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
Exhibit 10.25(d) ATLANTIC COAST AIRLINES HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 23rd, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
ATLANTIC COAST AIRLINES HOLDINGS, INC. 6% CONVERTIBLE NOTES DUE 2034 PURCHASE AGREEMENTPurchase Agreement • May 10th, 2004 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • New York
Atlantic Coast Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Initial Purchaser”) $125,000,000 principal amount of its 6% Convertible Notes due 2034 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of February 25, 2004 (the “Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchaser not more than an additional $25,000,000 principal amount of its 6% Convertible Notes due 2034 (the “Additional Securities”) if and to the extent that the Initial Purchaser shall have determined to exercise the right to purchase such 6% Convertible Notes due 2034 granted to the Initial Purchaser in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be convertible into shares of com
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURCHASE AGREEMENT FOR TWELVE (12) JETSTREAM 4100 AIRCRAFT BETWEEN AERO...Lease Agreement • December 1st, 1997 • Atlantic Coast Airlines Inc • Air transportation, scheduled • Virginia
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. BOMBARDIER REGIONAL AIRCRAFT DIVISION PURCHASE AGREEMENT RJ-0350 BETWEEN BOMBARDIER INC. AND...Letter Agreement • December 1st, 1997 • Atlantic Coast Airlines Inc • Air transportation, scheduled • New York
Exhibit 10.25(a) ATLANTIC COAST AIRLINES HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 23rd, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Delaware
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2005 • Flyi Inc • Air transportation, scheduled • Virginia
THIS SEVERANCE AGREEMENT (the "Agreement") was executed by the parties as of the date set forth on the signature page (the "Signature Date") and was authorized and effective as of September 4, 2003 (the "Effective Date"), by and between FLYi, Inc., a Delaware corporation ("FLYI") and Independence Air, Inc., a California corporation ("Independence Air"), and ("Employee").
EXHIBIT 10.4(a) AMENDMENT TO THE ATLANTIC COAST AIRLINES 401(k) PLAN Effective May 1 1997 Atlantic Coast Airlines 401(k) Plan -- Adoption Agreement Section E3 is hereby amended to incorporate the following: E3 EMPLOYER'S MATCHING CONTRIBUTION (Plan...Atlantic Coast Airlines Inc • March 31st, 1998 • Air transportation, scheduled
Effective May 1 1997 Atlantic Coast Airlines 401(k) Plan -- Adoption Agreement Section E3 is hereby amended to incorporate the following:
Form of Equity Issuance Agreement A form of Equity Issuance Agreement substantially in this format will be provided to certain lessors and lenders.Letter Agreement • May 16th, 2005 • Flyi Inc • Air transportation, scheduled
This letter agreement (the “Agreement”) supplements one or more Agreement to Amend Operative Documents (“AAOD”) executed by the parties. In consideration for the agreements of the undersigned [Owner/Loan] Participant (as defined in the AAOD) (“Beneficiary”) set forth in the AAOD, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, FLYi, Inc. (“FLYi”) and Beneficiary agree as follows. Capitalized terms that are not defined in this Agreement shall have the meanings given to them in the AAOD.
INDEMNITY AGREEMENT THIS AGREEMENT is made between Atlantic Coast Airlines, Inc., a Delaware corporation (the "Company"), and _____________ ("Indemnitee"). The Company and Indemnitee desire that Indemnitee serve or continue to serve as a director or...Indemnity Agreement • March 31st, 1997 • Atlantic Coast Airlines Inc • Air transportation, scheduled • Delaware
