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EXHIBIT 99.2
Form of Notice of Guaranteed Delivery
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION CERTIFICATES
ISSUED BY
MIDWAY AIRLINES CORPORATION
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Rights Offering described in the prospectus
dated __________, 2000 (the "Prospectus") of Midway Airlines Corporation, a
Delaware corporation (the "Company"), if a holder of Rights cannot deliver the
Subscription Certificates evidencing the Rights (the "Subscription
Certificate(s)") to the Subscription Agent listed below (the "Subscription
Agent") at or prior to 5:00 p.m., New York City time, on __________, 2000,
unless extended by the Company (the "Expiration Date"). Such form must be
delivered by hand or sent by facsimile transmission or mail or overnight
delivery to the Subscription Agent, and must be received by the Subscription
Agent on or prior to the Expiration Date. See the discussion set forth under
"The Rights Offering--Guaranteed Delivery Procedures" in the Prospectus.
Even if the Subscription Certificate evidencing the Rights is being
delivered pursuant to the procedure for guaranteed delivery thereof, payment of
the Subscription Price of $5.20 per share for each share of common stock, $0.01
par value (the "Common Stock"), of the Company subscribed for upon exercise of
such Rights must be received by the Subscription Agent in the manner specified
in the Prospectus at or prior to the Expiration Date. See the discussion set
forth under "The Rights Offering--Guaranteed Delivery Procedures" in the
Prospectus. All undefined capitalized terms used herein have the definitions
ascribed to them in the Prospectus.
The address and telecopier numbers of the Subscription Agent are as
follows:
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By Mail: Facsimile Transmission By Hand or
(Eligible Institutions only): Overnight
First Union National Bank Delivery:
1525 West W.T. Harris ( ) ___-____
Boulevard, 3c3, NC1153
Charlotte, North Carolina To confirm receipt of
28288-1153 facsimile only:
( ) ___-____
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Delivery of this instrument to an address other than as set forth
above or transmission via a facsimile machine other than as set forth above does
not constitute a valid delivery.
The address and telephone numbers of the Company, for inquiries,
information or requests for additional documentation are as follows:
Steven Westberg
Executive Vice President and General Manager
Midway Airlines Corporation
2801 Slater Road, Suite 200
Morrisville, North Carolina 27560
Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Certificate(s) representing ___________ Rights and that such
Subscription Certificate(s) cannot be delivered to the Subscription Agent at or
before the Expiration Date. Upon the terms and subject to the conditions set
forth in the Prospectus, receipt of which is hereby acknowledged, the
undersigned hereby elects to exercise: (i) the Basic Subscription Privilege to
subscribe for one share of Common Stock per Right with respect to _______ of the
Rights represented by such Subscription Certificate, and (ii) the Over-
Subscription Privilege to subscribe, to the extent that shares ("Excess Shares")
are not subscribed for pursuant to exercises under the Basic Subscription
Privilege, for an aggregate of up to _______ Excess Shares.
The undersigned understands that payment of the Subscription Price of
$5.20 per share for each share of the Common Stock subscribed for pursuant to
the Basic Subscription Privilege and the Over-Subscription Privilege must be
received by the Subscription Agent at or before the Expiration Date and
represents that such payment, in the aggregate amount of $_________, either
(check appropriate box):
[_] is being delivered to the Subscription Agent herewith;
or
[_] has been delivered separately to the Subscription Agent;
and is or was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
[_] wire transfer of funds
. name of transferor institution________________________________
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. date of transfer______________________________________________
. confirmation number (if available)____________________________
[_] uncertified check (Payment by uncertified check will not be
deemed to have been received by the Subscription Agent until such
check has cleared. Holders paying by such means are urged to make
payment sufficiently in advance of the Expiration Date to ensure
that such payment clears by such date).
[_] certified check
[_] bank draft (cashier's check)
[_] money order
. name of maker_________________________________________________
. date of check, draft or money order number____________________
. bank on which check is drawn or issuer of money order_________
Signature(s)____________________________________________________________________
Name(s)_________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(Please type or print)
__________________________________________________________________________
Area Code and Tel. No(s)._______________________________________________________
Rights Certificate No(s). (if available)________________________________________
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange or
member of the National Association of Securities Dealers, Inc., commercial bank
or trust company having an office or correspondent in the United States, or
another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby
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guarantees that within three Nasdaq National Market trading days after the date
hereof, the undersigned will deliver to the Subscription Agent the Subscription
Certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents.
Name of Firm:___________________________________________________________________
Address: _______________________________________________________________________
Zip Code:_______________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
The institution which completes this form must communicate the guarantee to the
Subscription Agent and must deliver the Subscription Certificates to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.
DO NOT SEND SUBSCRIPTION CERTIFICATES WITH THIS FORM
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