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
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
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
Contract Type FiledMarch 23rd, 1999 Company Industry Jurisdiction
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
Contract Type FiledNovember 16th, 1999 Company Industry
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
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
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
Company FiledAugust 15th, 1997 Industry Jurisdiction
AGREEMENT FORAgreement • May 15th, 2001 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • New York
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
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
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
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
Company FiledMarch 31st, 1998 Industry Jurisdiction
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
Contract Type FiledMay 12th, 2003 Company Industry Jurisdiction
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
Contract Type FiledMarch 23rd, 1999 Company Industry Jurisdiction
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
Company FiledAugust 14th, 1997 Industry Jurisdiction
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
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
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
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
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
Contract Type FiledJanuary 28th, 1999 Company Industry Jurisdiction
RECITALSLoan Modification Agreement • March 31st, 2003 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled • Virginia
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
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
Contract Type FiledAugust 15th, 1997 Company Industry Jurisdiction
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
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
2.03 Prior Agreements and Leases. 2.03.1 At midnight, December 31, 1989, all Prior Agreements and Leases not then terminated or expired shall be deemed terminated as of that date, except that the Surviving Agreements, or provisions thereof, listed in...Atlantic Coast Airlines Holdings Inc • March 23rd, 1999 • Air transportation, scheduled • Virginia
Company FiledMarch 23rd, 1999 Industry Jurisdiction
AMENDMENT NUMBER ONE TO SEVERANCE AGREEMENTSeverance Agreement • November 16th, 1999 • Atlantic Coast Airlines Holdings Inc • Air transportation, scheduled
Contract Type FiledNovember 16th, 1999 Company Industry
FORAtlantic Coast Airlines Holdings Inc • August 16th, 1999 • Air transportation, scheduled • New York
Company FiledAugust 16th, 1999 Industry Jurisdiction
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
Contract Type FiledNovember 14th, 2002 Company Industry
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
Contract Type FiledMay 10th, 2004 Company Industry JurisdictionREGISTRATION 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
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
SCHEDULE TO THE MASTER AGREEMENTThe Master Agreement • March 31st, 1998 • Atlantic Coast Airlines Inc • Air transportation, scheduled • New York
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
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
Contract Type FiledMay 12th, 2003 Company Industry Jurisdiction
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
Contract Type FiledMay 12th, 2003 Company Industry Jurisdiction
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
Contract Type FiledMay 12th, 2003 Company Industry Jurisdiction
ATLANTIC COAST AIRLINES HOLDINGS, INC.Atlantic Coast Airlines Holdings Inc • November 14th, 2002 • Air transportation, scheduled
Company FiledNovember 14th, 2002 IndustryThis agreement constitutes an amendment to any severance or benefit agreement between you and the Company, including the Severance Agreement dated ___________, but except as expressly provided herein does not otherwise supercede or amend any such agreement.
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
Contract Type FiledMarch 23rd, 1999 Company Industry Jurisdiction
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
Contract Type FiledMay 10th, 2004 Company Industry JurisdictionAtlantic 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
Contract Type FiledDecember 1st, 1997 Company Industry Jurisdiction
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
Contract Type FiledDecember 1st, 1997 Company Industry Jurisdiction
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
Contract Type FiledMarch 23rd, 1999 Company Industry Jurisdiction
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2005 • Flyi Inc • Air transportation, scheduled • Virginia
Contract Type FiledMarch 31st, 2005 Company Industry JurisdictionTHIS 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
Company FiledMarch 31st, 1998 IndustryEffective May 1 1997 Atlantic Coast Airlines 401(k) Plan -- Adoption Agreement Section E3 is hereby amended to incorporate the following: