FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to___________________
Commission file number: 000-23447
MIDWAY AIRLINES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3915637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 WEST MORGAN STREET, SUITE 1200
DURHAM, NORTH CAROLINA 27701
(Address of principal executive offices)
(Zip Code)
919-956-4800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of Class) (Names of exchange on
which registered)
Securities registered pursuant to Section 12(g) of the Act: Common stock, par
value $0.01
(Title of class)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ____X___ No ________
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Aggregate approximate market value of voting stock held by non-affiliates as of
February 19, 1999: $61.2 MILLION
As of February 19, 1999 there were 8,602,395 shares of Common Stock, $.01 par
value, of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Part of Form 10-K
- ----------------------------- -----------------
Proxy Statement for 1999 Annual Meeting of Shareholders Part III, Items 10-13
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) Financial Statements:
See Item 8 for audited financial statements.
(a)(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Additions
Balance at Charged to Deductions Balance
Beginning Costs and from at End of
of Period Expenses Reserves Period
-----------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1998 $ 1,673 26 75 $ 1,624
Allowance for doubtful accounts
Year ended December 31, 1997 $ 58 2,254 639 $ 1,673
Allowance for doubtful accounts
Year ended December 31, 1996 $ 75 177 194 $ 58
Allowance for doubtful accounts
</TABLE>
Other schedules have been omitted because they are inapplicable, immaterial, or
not required, or the information is included in the audited financial statements
or notes thereto.
(b) Reports on Form 8-K:
Date Subject
----------------- ---------------------------------------------
December 10, 1998 Item 5: Announcement of exercise of options
to purchase three (3) new Canadair Regional
Jet Aircraft and certain contingencies
related to aircraft returns and engines.
(c) Exhibits:
The Exhibits filed or incorporated by reference herewith are as specified in
the Exhibit Index.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Midway Airlines Corporation
Registrant
March 2, 1999 By /s/ STEVEN WESTBERG
Steven Westberg
Sr. Vice President and CFO
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 2, 1999.
Signature Capacity
/s/ ROBERT R. FERGUSON, III* Chairman of the Board of Directors,
- ---------------------------- President and Chief Executive Officer
Robert R. Ferguson, III (Principal Executive Officer)
/s/ STEVEN WESTBERG* Senior Vice President and Chief
- ---------------------------- Financial Officer (Principal Financial
Steven Westberg and Accounting Officer)
/s/ GREGORY HARDING-BROWN* Director
- ----------------------------
Gregory Harding-Brown
/s/ W. GREYSON QUARLES* Director
- ----------------------------
W. Greyson Quarles
/s/ GREGORY J. ROBITAILLE* Director
- ----------------------------
Gregory J. Robitaille
/s/ HOWARD WOLF* Director
- ----------------------------
Howard Wolf
* Steven Westberg hereby signs on behalf of each of the indicated persons for
whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith.
EXHIBIT INDEX
MIDWAY AIRLINES CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
EXHIBIT INDEX
NO. DESCRIPTION
--- -----------
3.1+ Amended and Restated Certificate of Incorporation.
3.2+ Amended and Restated By-laws.
4.1+ Form of Common Stock Certificate.
4.2+ See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws of
Midway defining the rights of the holders of Common Stock.
4.3+++ Form of Trust Indenture and Security Agreement between Midway
Airlines Corporation and The First National Bank of Maryland as
Indenture Trustee.
4.4+++ Form of Promissory Note from Midway Airlines Corporation to
Canadian Regional Aircraft Finance Transaction No. 1 Limited.
4.5+ Stockholders Agreement dated February 11, 1997.
4.6++ Pass Through Trust Agreement, (1A-S), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1A-S) and the issuance
of 7.14% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1A-S) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class A
Certificate).
4.7++ Pass Through Trust Agreement, (1A-O), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1A-O) and the issuance
of 7.14% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1A-O) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class A
Certificate).
4.8++ Pass Through Trust Agreement, (1B-S), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1B-S) and the issuance
of 8.14% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1B-S) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class B
Certificate).
4.9++ Pass Through Trust Agreement, (1B-O), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1B-O) and the issuance
of 8.14% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1B-O) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class B
Certificate).
4.10++ Pass Through Trust Agreement, (1C-S), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1C-S) and the issuance
of 8.92% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1C-S) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class C
Certificate).
4.11++ Pass Through Trust Agreement, (1C-O), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1C-O) and the issuance
of 8.92% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1C-O) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class C
Certificate).
4.12++ Pass Through Trust Agreement, (1D-S), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1D-S) and the issuance
of 8.86% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1D-S) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class D
Certificate).
4.13++ Pass Through Trust Agreement, (1D-O), dated as of August 13, 1998,
between Midway Airlines Corporation and The First National Bank of
Maryland, as Trustee, made with respect to the formation of Midway
Airlines Pass Through Trust, Series 1998-1 (1D-O) and the issuance
of 8.86% Midway Airlines Corporation Pass Through Trust, Series
1998-1 (1D-O) Pass Through Certificate representing fractional
undivided interests in the Trust (including form of Class D
Certificate).
4.14++ Note Purchase Agreement, dated as of August 13, 1998, between Midway
Airlines Corporation and The First Bank of Maryland, as Trustee, The
First National Bank of Maryland, as Pass Through Trustee under each
of the Pass Through Trust Agreements, The First National Bank of
Maryland, as Subordination Agent, First Union Trust Company,
National Association, as Escrow Agent and The First National Bank of
Maryland, as Paying Agent.
4.15++ Deposit Agreement, (Class A), dated as of August 13, 1998, between
First Union Trust Company, National Association as Escrow Agent and
First Union National Bank as Depositary.
4.16++ Deposit Agreement, (Class B), dated as of August 13, 1998, between
First Union Trust Company, National Association as Escrow Agent and
First Union National Bank as Depositary.
4.17++ Deposit Agreement, (Class C), dated as of August 13, 1998, between
First Union Trust Company, National Association as Escrow Agent and
First Union National Bank as Depositary.
4.18++ Deposit Agreement, (Class D), dated as of August 13, 1998, between
First Union Trust Company, National Association as Escrow Agent and
First Union National Bank as Depositary.
4.19++ Irrevocable Revolving Credit Agreement, (Class-A Certificates),
dated as of August 13, 1998, between The First National Bank of
Maryland, not in its individual capacity but solely as Subordination
Agent, as agent and trustee for the Midway Airlines 1998-1A Pass
Through Trust, as Borrower and ABN AMRO Bank N.V., Chicago Branch as
Liquidity Provider.
4.20++ Irrevocable Revolving Credit Agreement, (Class-B Certificates),
dated as of August 13, 1998, between The First National Bank of
Maryland, not in its individual capacity but solely as Subordination
Agent, as agent and trustee for the Midway Airlines 1998-1B Pass
Through Trust, as Borrower and ABN AMRO Bank N.V., Chicago Branch as
Liquidity Provider.
4.21++ Irrevocable Revolving Credit Agreement, (Class-C Certificates),
dated as of August 13, 1998, between The First National Bank of
Maryland, not in its individual capacity but solely as Subordination
Agent, as agent and trustee for the Midway Airlines 1998-1C Pass
Through Trust, a Borrower and ABN AMRO Bank N.V., Chicago Branch as
Liquidity Provider.
4.22++ Intercreditor Agreement, dated as of August 13, 1998 among The First
National Bank of Maryland, not in its individual capacity but solely
as Trustee under the Midway Airlines Pass Through Trust 1998-1A,
Midway Airlines Pass Through Trust 1998-1B, Midway Airlines Pass
Through 1998-1C and Midway Airlines Pass Through Trust 1998-1D, ABN
AMRO Bank, N.V. Chicago Branch as Class A Liquidity Provider, Class
B Liquidity Provider and Class C Liquidity Provider and The First
National Bank of Maryland not in its individual capacity except as
expressly set forth herein but solely as Subordination Agent and
trustee thereunder.
4.23++ Escrow and Paying Agent Agreement, (Class A), dated as of August 13,
1998 among First Union Trust Company, National Association as Escrow
Agent, Morgan Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation as Initial Purchasers, The First National Bank of
Maryland not in its individual capacity, but solely as Pass Through
Trustee for and on behalf of Midway Airlines Pass Through Trust
1998-Paying Agent.
4.24++ Escrow and Paying Agent Agreement, (Class B), dated as of August 13,
1998 among First Union Trust Company, National Association as Escrow
Agent, Morgan Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation as Initial Purchasers, The First National Bank of
Maryland not in its individual capacity, but solely as Pass Through
Trustee for and on behalf of Midway Airlines Pass Through Trust
1998-1B-O as Pass Through Trustee and The First National Bank of
Maryland as Paying Agent.
4.25++ Escrow and Paying Agent Agreement, (Class C), dated as of August 13,
1998 among First Union Trust Company, National Association as Escrow
Agent, Morgan Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation as Initial Purchasers, The First National Bank of
Maryland not in its individual capacity, but solely as Pass Through
Trustee for and on behalf of Midway Airlines Pass Through Trust
1998-1C-O as Pass Through Trustee and The First National Bank of
Maryland as Paying Agent.
4.26++ Escrow and Paying Agent Agreement, (Class D), dated as of August
13, 1998 among First Union Trust Company, National Association as
Escrow Agent, Morgan Stanley & Co. Incorporated and Credit Suisse
First Boston Corporation as Initial Purchasers, The First National
Bank of Maryland not in its individual capacity, but solely as Pass
Through Trustee for and on behalf of Midway Airlines Pass Through
Trust 1998-1D-O as Pass Through Trustee and The First National Bank
of Maryland as Paying Agent.
4.27++ Registration Rights Agreement, dated as of August 13, 1998, among
Midway Airlines Corporation, a Delaware corporation, The First
National Bank of Maryland, as Trustee under each of the Trust
Agreements, Morgan Stanley & Co. Incorporated and Credit Suisse
First Boston Corporation.
10.1++ See Exhibits 4.3 and 4.4 for Form of Promissory Note and Form of
Trust Indenture and Security Agreement.
10.2+++ Midway Airlines Corporation 1997 Stock Option Plan and Form of Stock
Option Agreement related thereto.
10.3*+ Aircraft Operating Lease Agreement No. AOLAF-111 dated as of
November 11, 1993 between First Security Bank of Utah, N.A. ("FSBU")
and Midway, with amendments attached thereto.
10.4*+ Aircraft Operating Lease Agreement No. AOLAF-112 dated as of
November 11, 1993 between FSBU and Midway, with amendments attached
thereto.
10.5*+ Aircraft Operating Lease Agreement No. AOLAF-113 dated as of
November 11, 1993 between FSBU and Midway, with amendments attached
thereto.
10.6*+ Aircraft Operating Lease Agreement No. AOLAF-114 dated as of
November 11, 1993 between FSBU and Midway, with amendments attached
thereto.
10.7*+ Aircraft Operating Lease Agreement No. AOLAF-115-A dated as of July
10, 1995 between Wings Aircraft Finance, Inc. ("Wings") and Midway,
with amendments attached thereto.
10.8*+ Aircraft Operating Lease Agreement No. AOLAF-116-A dated as of July
10, 1995 between Wings and Midway, with amendments attached thereto.
10.9*+ Aircraft Operating Lease Agreement No. AOLAF-117-A dated as of July
10, 1995 between Wings and Midway, with amendments attached thereto.
10.10*+ Aircraft Operating Lease Agreement No. AOLAF-118-A dated as July 10,
1995 between Wings and Midway, with amendments attached thereto.
10.11*+ Aircraft Operating Lease Agreement No. AOLAF-135 dated as of July
20, 1995 between FSBU and Midway, with amendments thereto.
10.12*+ Aircraft Operating Lease Agreement No. AOLAF-524 dated as August 1,
1995 between FSBU and Midway, with amendments thereto.
10.13*+ Aircraft Operating Lease Agreement No. AOLAF-525 dated as of October
15, 1995 between FSBU and Midway, with attached thereto.
10.14*+ Aircraft Operating Lease Agreement No. AOLAF-136 dated as of
December 15, 1995 between FSBU and Midway, with amendments attached
thereto.
10.15*+ Aircraft Lease Agreement dated as of May 24, 1995 between Wilmington
Trust Company and Midway.
10.16*+ Airbus A-320-200 Purchase Agreement dated as of March 17, 1995
between AVSA. S.A.R.L. ("AVSA") and Midway with Amendment Nos. 1
through 6 thereto.
Letter Agreement No. 2 Re: Purchase Incentives and
Miscellaneous Matters, as amended
Letter Agreement No. 3 Re: Option Aircraft, as amended
Letter Agreement Re: Financial Matters with Amendment No. 4
thereto.
10.17*+ Agreement of Sublease dated as of January 18, 1995 between American
Airlines, Inc. ("AA") and Midway, with amendments attached thereto.
10.18*+ AAdvantage(R) Participating Carrier Agreement dated as of January
18, 1995 between AA and Midway, with amendments attached thereto.
10.19*+ Secured Promissory Note dated February 7, 1997 from Midway to AA.
10.20*+ February 10, 1997 Letter Agreement between American Airlines, Inc.
and Midway with Exhibits A and C through I thereto.
10.21*+ Agreement Relating to Repair and Overhaul of Rolls Royce Engines
dated as of May 10, 1996 between Rolls Royce Aero Engine Services
Limited and Midway.
10.22*+ Purchase Agreement between Bombardier Inc. and Midway dated
September 17, 1997 with Letter Agreements 001 through 011.
10.23*+ Services and Licenses Agreement between Midway and Airline
Management Services, Inc. dated as of December 7, 1995 with Annex A
thereto.
10.24*+ Letter Agreement dated as of July 1, 1996 between Fokker Services,
Inc. and Midway.
10.25 [Intentionally Omitted.]
10.26+ Warrant to Purchase Shares of Common Stock of Midway Airlines
Corporation dated February 11, 1997 issued by Midway in favor of AMR
Corporation.
10.27 [Intentionally Omitted.]
10.28*+ General Terms of Sale between IAE International Aero Engines AG and
Midway dated May 17, 1995 with Side Letter Number 1 and Side Letter
Number 2 thereto.
10.29*+ Promissory Note dated February 11, 1997 made by Midway to debis
AirFinance B.V.
10.30*+ Promissory Note dated February 11, 1997 made by Midway to Daimler
Benz Aerospace A.G.
10.31+ Severance Agreement and Other Matters made as of February 11, 1997
between Robert R. Ferguson III and Midway.
10.32+ Employment Agreement dated as of July 15, 1996 between Steven
Westberg and Midway, with amendments attached thereto.
10.33+ Employment Agreement dated as of July 15, 1996 between Jonathan S.
Waller and Midway, with amendments attached thereto.
10.34 [Intentionally Omitted.]
10.35 [Intentionally Omitted.]
10.36+ Option to Purchase Shares of Common Stock of Midway Airlines
Corporation dated as of February 11, 1997 issued by Midway in favor
of Robert R. Ferguson III.
10.37+ Agreement and Plan of Merger dated as of January 17, 1997 by and
among Midway, GoodAero, Inc., James H. Goodnight, Ph.D, John P. Sall
and the Zell/Chilmark Fund L.P., with amendments attached thereto.
10.38 [Intentionally Omitted.]
10.39*+ Sublease dated June 30, 1995 between Peoples Security Life Insurance
Company and Midway.
10.40 [Intentionally Omitted.]
10.41*+ AAirpass Agreement dated as of March 2, 1995 between American
Airlines Inc. and Midway.
10.42*+ Engine Lease Agreement dated September 11, 1997 between RRPF Engine
Leasing Limited and Midway.
10.43+ Option to Purchase Shares of Common Stock of Midway Airlines
Corporation dated as of February 11, 1997 issued by Midway in favor
of Steven Westberg.
10.44+ Option to Purchase Shares of Common Stock of Midway Airlines
Corporation dated as of February 11, 1997 issued by Midway in favor
of Jonathan S. Waller.
10.45 [Intentionally Omitted.]
10.46+ Option to Purchase Shares of Common Stock of Midway Airlines
Corporation dated as of February 11, 1997 issued by Midway in favor
of Thomas Duffy, Jr.
10.47+ Option to Purchase Shares of Common Stock of Midway Airlines
Corporation dated as of February 11, 1997 issued by Midway in favor
of David Vance.
10.48*+ Agreement, executed September and November 1997, between Rolls-Royce
Canada Limited and Midway.
10.49++ Purchase Agreement, dated as of August 6, 1998, by and among Midway
Airlines Corporation, Morgan Stanley & Co. Incorporated and Credit
Suisse First Boston Corporation.
10.50++@ Participation Agreement dated as of September 10, 1998 among Midway
Airlines Corporation as Lessee, NCC Charlie Company as Owner
Participant, First Union Trust Company, National Association not in
its individual capacity (except as otherwise expressly set forth
herein) but solely as Owner Trustee, The First National Bank of
Maryland as Indenture Trustee, The First National Bank of Maryland
as Pass-Through Trustee and The First National Bank of Maryland as
Subordination Agent. Midway Airlines Corporation is a party to five
additional Participation Agreements which are substantially
identical in all material respects except as indicated on the
exhibit.
10.51++@ Trust Agreement dated as of September 10, 1998 between NCC Charlie
Company as Owner Participant and First Union Trust Company, National
Association as Owner Trustee. There are five additional Trust
Agreements which are substantially identical in all material
respects except as indicated on the exhibit.
10.52++@ Trust Indenture and Security Agreement dated as of September 10,
1998 between First Union Trust Company, National Association not in
its individual capacity except as expressly provided herein but
solely as Owner Trustee and The First National Bank of Maryland as
Indenture Trustee. There are five additional Trust Indenture and
Security Agreements which are substantially identical in all
material respects except as indicated on the exhibit.
10.53++@ Indenture Supplement No. 1 dated as of September 30, 1998 of First
Union Trust Company, National Association, a national banking
association, not in its individual capacity but solely as Owner
Trustee. There are five additional Indenture Supplements No. 1 which
are substantially identical in all material respects except as
indicated on the exhibit.
10.54*++@ Lease Agreement dated as of September 10, 1998 between First Union
Trust Company, National Association as Owner Trustee and Lessor and
Midway Airlines Corporation as Lessee. Midway Airlines Corporation
is a party to five additional Leases which are substantially
identical in all material respects except as indicated on the
exhibit.
10.55++@ Lease Supplement No. 1 dated as of September 10, 1998 between First
Union Trust Company, National Association not in its individual
capacity but solely as Owner Trustee except as otherwise provided
therein, the Lessor and Midway Airlines Corporation, as Lessee.
Midway Airlines Corporation is a party to five additional Lease
Supplements No. 1 which are substantially identical in all material
respects except as indicated on the exhibit.
10.56++@ Purchase Agreement Assignment and Aircraft Manufacturer's Consent
dated as of September 10, 1998 between Midway Airlines Corporation
as Assignor and First Union Trust Company, National Association as
Assignee. Midway Airlines Corporation is a party to five additional
Purchase Agreement Assignment and Aircraft Manufacturer's Consents
which are substantially identical in all material respects except as
indicated on the exhibit.
10.57++@ Engine Warranty Assignment and Engine Manufacturer's Consent dated
as of September 10, 1998 between Midway Airlines Corporation, First
Union Trust Company, National Association not in its individual
capacity but solely as Owner Trustee and General Electric Company.
Midway Airlines Corporation is a party to five additional Engine
Warranty Assignment and Engine Manufacturer's Consents which are
substantially identical in all material respects except as indicated
on the exhibit.
10.58++ General Terms Agreement between General Electric Company and Midway
Airlines Corporation.
10.59++ Concourse Lakeside Lease Agreement by and between Concourse Lakeside
I, LLC, as Landlord, and Midway Airlines Corporation, as Tenant.
24.1 Powers of Attorney of Certain Officers and Directors of the Company.
27 Financial Data Schedule.
- -------
* Portions have been omitted pursuant to a request for confidential
treatment. The confidential portions have been separately filed with
the Securities and Exchange Commission.
+ Filed as Exhibit to Form S-1, Registration No. 333-37375, effective
December 4, 1997, incorporated herein by reference.
++ Filed as Exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998.
+++ Filed as Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
@ Exhibit containing differences filed herewith.
Exhibit 10.50
Note to Exhibit 10.50
The following Participation Agreement is substantially identical in all
material respects to five additional Participation Agreements except as
follows:
<TABLE>
<CAPTION>
Owner Participant Date Aircraft (Tail No.)
- ----------------- ----
<S> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML*
NCC Charlie Company September 10, 1998 N576ML
General Electric Capital Corporation November 10, 1998 N577ML
General Electric Capital Corporation November 10, 1998 N578ML
Castle Harbour Leasing Inc. December 10, 1998 N579ML
NCC Charlie Company January 25, 1999 N580ML
</TABLE>
- ------------------
* Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
EXHIBIT 10.51
Note to Exhibit 10.51
The following Trust Agreement is substantially identical in all
material respects to five additional Trust Agreements except as follows:
<TABLE>
<CAPTION>
Owner Participant Date Aircraft (Tail No.)
- ----------------- ----
<S> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML*
NCC Charlie Company September 10, 1998 N576ML
General Electric Capital Corporation November 10, 1998 N577ML
General Electric Capital Corporation November 10, 1998 N578ML
Castle Harbour Leasing Inc. December 10, 1998 N579ML
NCC Charlie Company January 25, 1999 N580ML
</TABLE>
- ------------------
* Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
EXHIBIT 10.52
Note to Exhibit 10.52
The following Trust Indenture and Security Agreement is substantially
identical in all material respects to five additional Trust Indenture and
Security Agreements except as follows:
<TABLE>
<CAPTION>
Aircraft
Owner Participant Date (Tail No.) Amortization
- ----------------- ----
<S> <C> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML* *
NCC Charlie Company September 10, 1998 N576ML *
General Electric Capital Corporation November 10, 1998 N577ML *
General Electric Capital Corporation November 10, 1998 N578ML *
Castle Harbour Leasing Inc. December 10, 1998 N579ML **
NCC Charlie Company January 25, 1999 N580ML **
</TABLE>
- ------------------------------
* Filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
** As attached hereto
<PAGE>
<TABLE>
<CAPTION>
Annex B
Amortization Schedule for N579ML
---------------------------------
Series A Series B Series C Series D
Equipment Equipment Equipment Equipment
Payment Date Notes Notes Notes Notes
- ------------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Jan 2 1999 0.00 0.00 1,028,549.37 0.00
Jul 2 1999 0.00 0.00 0.00 0.00
Jan 2 2000 191,998.80 64,024.00 324,050.70 0.00
Jul 2 2000 0.00 0.00 0.00 0.00
Jan 2 2001 219,337.80 94,923.00 69,741.85 245,660.77
Jul 2 2001 0.00 0.00 0.00 0.00
Jan 2 2002 219,337.80 94,923.00 0.00 369,122.34
Jul 2 2002 0.00 0.00 0.00 0.00
Jan 2 2003 219,337.80 94,923.00 404,028.17 23,896.89
Jul 2 2003 0.00 0.00 0.00 0.00
Jan 2 2004 219,337.80 94,923.00 492,332.84 0.00
Jul 2 2004 0.00 0.00 0.00 0.00
Jan 2 2005 219,337.80 403,931.85 252,497.07 0.00
Jul 2 2005 0.00 0.00 0.00 0.00
Jan 2 2006 219,337.80 729,469.40 0.00 0.00
Jul 2 2006 0.00 0.00 0.00 0.00
Jan 2 2007 219,337.80 450,350.61 0.00 0.00
Jul 2 2007 0.00 0.00 0.00 0.00
Jan 2 2008 219,337.80 573,118.34 0.00 0.00
Jul 2 2008 0.00 0.00 0.00 0.00
Jan 2 2009 516,420.03 339,437.61 0.00 0.00
Jul 2 2009 0.00 0.00 0.00 0.00
Jan 2 2010 920,984.61 0.00 0.00 0.00
Jul 2 2010 0.00 0.00 0.00 0.00
Jan 2 2011 989,163.37 0.00 0.00 0.00
Jul 2 2011 0.00 0.00 0.00 0.00
Jan 2 2012 1,062,389.27 0.00 0.00 0.00
Jul 2 2012 0.00 0.00 0.00 0.00
Jan 2 2013 948,855.64 193,176.19 0.00 0.00
Jul 2 2013 0.00 0.00 0.00 0.00
Jan 2 2014 899,405.88 0.00 0.00 0.00
Jul 2 2014 0.00 0.00 0.00 0.00
N579ML
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Annex B
Amortization Schedule for N580ML
---------------------------------
Series A Series B Series C Series D
Equipment Equipment Equipment Equipment
Payment Date Notes Notes Notes Notes
- ------------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Jul 2 1999 0.00 0.00 518,774.54 0.00
Jan 2 2000 219,338.80 94,924.00 266,815.27 0.00
Jul 2 2000 0.00 0.00 0.00 0.00
Jan 2 2001 219,337.80 94,923.00 31,374.40 281,740.27
Jul 2 2001 0.00 0.00 0.00 0.00
Jan 2 2002 219,337.00 94,923.00 0.00 366,610.24
Jul 2 2002 0.00 0.00 0.00 0.00
Jan 2 2003 219,337.81 94,923.00 315,963.14 109,189.49
Jul 2 2003 0.00 0.00 0.00 0.00
Jan 2 2004 219,337.80 94,923.00 489,274.72 0.00
Jul 2 2004 0.00 0.00 0.00 0.00
Jan 2 2005 219,337.80 94,923.00 559,416.42 0.00
Jul 2 2005 0.00 0.00 0.00 0.00
Jan 2 2006 219,337.80 344,533.62 385,481.51 0.00
Jul 2 2006 0.00 0.00 0.00 0.00
Jan 2 2007 219,337.80 637,348.40 0.00 0.00
Jul 2 2007 0.00 0.00 0.00 0.00
Jan 2 2008 219,337.80 277,129.98 0.00 0.00
Jul 2 2008 0.00 0.00 0.00 0.00
Jan 2 2009 739,755.50 27,852.59 0.00 0.00
Jul 2 2009 0.00 0.00 0.00 0.00
Jan 2 2010 895,924.59 0.00 0.00 0.00
Jul 2 2010 0.00 0.00 0.00 0.00
Jan 2 2011 962,248.20 0.00 0.00 0.00
Jul 2 2011 0.00 0.00 0.00 0.00
Jan 2 2012 844,556.46 189,904.17 0.00 0.00
Jul 2 2012 0.00 0.00 0.00 0.00
Jan 2 2013 0.00 1,117,792.24 0.00 0.00
Jul 2 2013 0.00 0.00 0.00 0.00
Jan 2 2014 1,206,367.18 0.00 0.00 0.00
Jul 2 2014 0.00 0.00 0.00 0.00
Jan 2 2015 688,366.86 0.00 0.00 0.00
Jul 2 2015 0.00 0.00 0.00 0.00
N580ML
</TABLE>
EXHIBIT 10.53
Note to Exhibit 10.53
The following Indenture Supplement is substantially identical in all
material respects to five additional Indenture Supplements except as follows:
<TABLE>
<CAPTION>
Owner Participant Date Aircraft (Tail No.)
- ----------------- ----
<S> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML*
NCC Charlie Company September 10, 1998 N576ML
General Electric Capital Corporation November 10, 1998 N577ML
General Electric Capital Corporation November 10, 1998 N578ML
Castle Harbour Leasing Inc. December 10, 1998 N579ML
NCC Charlie Company January 25, 1999 N580ML
</TABLE>
- ------------------
* Filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
EXHIBIT 10.54
Note to Exhibit 10.54
The following Lease Agreement is substantially identical in all
material respects to five additional Lease Agreements except as follows:
<TABLE>
<CAPTION>
Rental and
Lease Related
Aircraft Termination Terms
Owner Participant Date (Tail No.) Date
<S> <C> <C> <C> <C>
NCC Charlie September 10, 1998* N575ML* March 30, 2015* **
Company*
NCC Charlie Company September 10, 1998 N576ML March 30, 2015 **
General Electric Capital November 10, 1998 N577ML May 12, 2015 **
Corporation
General Electric Capital November 10, 1998 N578ML May 13, 2015 **
Corporation
Castle Harbour Leasing Inc. December 10, 1998 N579ML June 15, 2015 **
NCC Charlie Company January 25, 1999 N580ML July 28, 2015 **
</TABLE>
- ------------------
* Filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
** Confidential treatment requested.
EXHIBIT 10.55
Note to Exhibit 10.55
The following Lease Supplement is substantially identical in all
material respects to five additional Lease Supplements except as follows:
<TABLE>
<CAPTION>
Lease
Aircraft Termination
Owner Participant Date (Tail No.) Date
- ----------------- ---- ----
<S> <C> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML* March 30, 2015*
NCC Charlie Company September 10, 1998 N576ML March 30, 2015
General Electric Capital Corporation November 10, 1998 N577ML May 12, 2015
General Electric Capital Corporation November 10, 1998 N578ML May 13, 2015
Castle Harbour Leasing Inc. December 10, 1998 N579ML June 15, 2015
NCC Charlie Company January 25, 1999 N580ML July 28, 2015
</TABLE>
- ------------------
* Filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
EXHIBIT 10.56
Note to Exhibit 10.56
The following Purchase Agreement Assignment is substantially identical
in all material respects to five additional Purchase Agreement Assignments
except as follows:
<TABLE>
<CAPTION>
Owner Participant Date Aircraft (Tail No.)
- ----------------- ----
<S> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML*
NCC Charlie Company September 10, 1998 N576ML
General Electric Capital Corporation November 10, 1998 N577ML
General Electric Capital Corporation November 10, 1998 N578ML
Castle Harbour Leasing Inc. December 10, 1998 N579ML
NCC Charlie Company January 25, 1999 N580ML
</TABLE>
- ------------------
* Filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
EXHIBIT 10.57
Note to Exhibit 10.57
The following Engine Warranty Assignment is substantially identical in
all material respects to five additional Engine Warranty Assignments except as
follows:
<TABLE>
<CAPTION>
Owner Participant Date Aircraft (Tail No.)
- ----------------- ----
<S> <C> <C>
NCC Charlie Company* September 10, 1998* N575ML*
NCC Charlie Company September 10, 1998 N576ML
General Electric Capital Corporation November 10, 1998 N577ML
General Electric Capital Corporation November 10, 1998 N578ML
Castle Harbour Leasing Inc. December 10, 1998 N579ML
NCC Charlie Company January 25, 1999 N580ML
</TABLE>
- ------------------
* Filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998.
