-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LsP/LtrPGRw5kyguTTp1rI0hNelufAzQ1GzqCBJodKFoOkoNe/ke7wQRFvYY6nLT mbUqFh646nqSdymDprjeUw== 0000890566-00-001783.txt : 20001221 0000890566-00-001783.hdr.sgml : 20001221 ACCESSION NUMBER: 0000890566-00-001783 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITTY HAWK INC CENTRAL INDEX KEY: 0000932110 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 752564006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25202 FILM NUMBER: 792253 BUSINESS ADDRESS: STREET 1: P O BOX 612787 STREET 2: 1515 W 20TH ST CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 BUSINESS PHONE: 2144562220 MAIL ADDRESS: STREET 1: P O BOX 612787 CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 8-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2000 KITTY HAWK, INC. (Exact name of registrant as specified in charter) Delaware 0-25202 75-2564006 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 1515 West 20th Street P.O. Box 612787 Dallas/Fort Worth International Airport, Texas (Address of principal 75261 executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 456-2200 Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On November 27, 2000, the Company and its subsidiaries filed the Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000 (the "AMENDED PLAN"), and the accompanying Supplemental Disclosure Under 11 U.S.C. ss. 1125 in Support of the Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000 (the "SUPPLEMENTAL Disclosure") and on December 5, 2000, the Company and its subsidiaries filed the Plan Supplement for Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000 (the "PLAN SUPPLEMENT") in the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division. The hearing on the confirmation of the Amended Plan will be held on January 17, 2001 at 1:15 p.m., Dallas, Texas time, before the Honorable Barbara J. Houser at 1100 Commerce Street, 14th Floor, Dallas, Texas. Once commenced, the hearing on the confirmation of the Amended Plan may be adjourned or continued by announcement in open court with no further notice. This Form 8-K, the Amended Plan, the Supplemental Disclosure and the Plan Supplement contain forward-looking statements relating to business expectations, asset sales and liquidation analysis. Business plans may change as circumstances warrant. Actual results may differ materially as a result of many factors, some of which the Company has no control over. Such factors include, but are not limited to: worldwide business and economic conditions; recruiting and new business solicitation efforts; product demand and the rate of growth in the air cargo industry; the impact of competitors and competitive aircraft and aircraft financing availability; the ability to attract and retain new and existing customers; jet fuel prices; normalized aircraft operating costs and reliability, aircraft maintenance delays and damage; regulatory actions; the demand for used aircraft and aviation assets; contest for control of the Company; and the Company's ability to negotiate favorable asset sales. These risk factors and additional information are included in the Company's reports on file with the Securities and Exchange Commissions. The disclosures are not intended to be a solicitation of votes for our plan of reorganization of the Company. Creditors whose votes are being solicited will receive by mail a solicitation package, including the Supplemental Disclosure, the Amended Plan, the order approving the Supplemental Disclosure, a general notice and ballot. ITEM 7. EXHIBITS. (c) Exhibits 99.1 Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000. 99.2 Supplemental Disclosure Under 11 U.S.C.ss.1125 in Support of the Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000. 99.3 Plan Supplement for Debtor's Amended Joint Plan of Reorganization Dated November 22, 2000 * * * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KITTY HAWK, INC. Date: December 20, 2000 By: /s/ TILMON J. REEVES ------------------------------------- Name: Tilmon J. Reeves Title: Chairman of the Board and Chief Executive Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000. 99.2 Supplemental Disclosure Under 11 U.S.C.ss.1125 in Support of the Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000. 99.3 Plan Supplement for Debtors' Amended Joint Plan of Reorganization Dated November 22, 2000. EX-99.1 2 0002.txt EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION IN RE: ss. Chapter 11 ss. KITTY HAWK, INC., ss. CASE NO. 400-42141-BJH-11 KITTY HAWK AIRCARGO, INC., ss. CASE NO. 400-42142-BJH-11 KITTY HAWK CHARTERS, INC., ss. CASE NO. 400-42143-BJH-11 KITTY HAWK INTERNATIONAL, INC., ss. CASE NO. 400-42144-BJH-11 KITTY HAWK CARGO, INC., ss. CASE NO. 400-42145-BJH-11 OK TURBINES, INC., ss. CASE NO. 400-42146-BJH-11 LONGHORN SOLUTIONS, INC., ss. CASE NO. 400-42147-BJH-11 AIRCRAFT LEASING, INC., ss. CASE NO. 400-42148-BJH-11 AMERICAN INTERNATIONAL ss. CASE NO. 400-42149-BJH-11 TRAVEL, INC., AND ss. FLIGHT ONE LOGISTICS, INC. ss. CASE NO. 400-42069-BJH-11 ss. Debtors. ss. Jointly Administered under ss. Case No. 400-42141 --------------------------------------------- DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 --------------------------------------------- TABLE OF CONTENTS
PAGE ARTICLE 1 DEFINITIONS...........................................................................2 RULES OF INTERPRETATION...............................................................2 ARTICLE 2 DESIGNATION OF CLAIMS AND INTERESTS.................................................................13 2.1 Summary.....................................................................13 ARTICLE 3 TREATMENT OF UNCLASSIFIED CLAIMS.....................................................14 3.1 Administrative Claims.......................................................14 (a) General............................................................14 (b) Payment of Statutory Fees..........................................15 (c) Bar Date for Administrative Claims.................................15 (i) General Provisions........................................15 (ii) Professionals.............................................15 (iii) Ordinary Course Liabilities...............................15 (iv) Contractual Employee Claims...............................15 (v) Tax Claims................................................15 3.2 Treatment of Pre-Petition Priority and Secured Tax Claims...................16 ARTICLE 4 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS......................................................16 4.1 Class 1 - Bank Claims.......................................................16 4.2 Class 2 - Noteholders' Secured Claims.......................................17 4.3 Class 3 - Secured Claims Other Than Bank Claims and Claims of the Noteholders.................................................................18 4.4 Class 4 - Priority Claims...................................................19 4.5 Class 5 - Convenience Claims................................................19 4.6 Class 6 - Unsecured Noteholder Claims ......................................19 4.7 Class 7 - Other Unsecured Claims............................................20 4.8 Class 8 - Old Common Stock..................................................24 4.9 Class 9 - Securities Claims.................................................24 ARTICLE 5 ACCEPTANCE OR REJECTION OF THE PLAN..................................................24 5.1 Voting Classes..............................................................24 5.2 Presumed Rejection of Plan..................................................24
i
ARTICLE 6 MANNER OF DISTRIBUTION OF PROPERTY UNDER THE PLAN....................................24 6.1 Distribution Procedures.....................................................24 6.2 Distribution of New Common Stock............................................24 6.3 Distributions by Indenture Trustee..........................................25 6.4 Surrender and Cancellation of Old Securities................................26 6.5 Disputed Claims.............................................................26 6.6 Manner of Payment Under the Plan............................................26 6.7 Delivery of Distributions and Undeliverable or Unclaimed Distributions......26 (a) Delivery of Distributions in General...............................26 (b) Undeliverable Distributions........................................27 (i) Holding and Investment of Undeliverable Property..........27 (ii) Distribution of Undeliverable Property After it Becomes Deliverable and Failure to Claim Undeliverable Property...27 6.8 De Minimis Distributions....................................................27 6.9 Failure to Negotiate Checks.................................................27 6.10 Compliance with Tax Requirements............................................27 6.11 Setoffs.....................................................................28 6.12 Fractional Interests........................................................28 ARTICLE 7 TREATMENT OF EXECUTORY CONTRACTS.....................................................28 7.1 Rejection of All Executory Contracts and Leases Not Assumed.................28 7.2 Cure Payments...............................................................28 7.3 Bar Date for Filing of Rejection Claims.....................................29 ARTICLE 8 MEANS FOR EXECUTION AND IMPLEMENTATION...............................................29 8.1 Exit Financing..............................................................29 8.2 Private Placement...........................................................29 8.3 Merger of Corporate Entities................................................29 8.4 Board of Directors of the Reorganized Debtor................................30 8.5 Cancellation of Old Securities..............................................30 8.6 Authorization and Issuance of New Common Stock..............................30 8.7 Registration Exemption for Debtor's New Common Stock Distributed to Creditors...................................................................30 8.8 Charter and By-Laws.........................................................30 8.9 Corporate Action............................................................30 8.10 Release of Fraudulent Conveyance Claims.....................................31 8.11 Other Releases by Debtors...................................................31 8.13 Preservation of Rights of Action............................................32 8.14 Objections to Claims........................................................32 8.15 Retiree Benefits............................................................32 8.16 Exemption from Stamp and Similar Taxes......................................32 8.17 Creditors' Committee........................................................32
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ARTICLE 9 CONDITIONS TO EFFECTIVENESS OF THE PLAN..............................................33 9.1 Conditions to Effectiveness.................................................33 9.2 Waiver of Conditions........................................................33 9.3 No Requirement of Final Order...............................................33 ARTICLE 10 EFFECTS OF PLAN CONFIRMATION.........................................................33 10.1 Binding Effect..............................................................33 10.2 Moratorium, Injunction and Limitation of Recourse For Payment...............33 10.3 Exculpation and Limitation of Liability.....................................34 10.4 Revesting...................................................................34 10.5 Other Documents and Actions.................................................34 10.6 Post-Consummation Effect of Evidences of Claims or Interests................34 10.7 Term of Injunctions or Stays................................................35 ARTICLE 11 CONFIRMABILITY OF PLAN AND CRAMDOWN..................................................35 ARTICLE 12 RETENTION OF JURISDICTION............................................................35 ARTICLE 13 MISCELLANEOUS PROVISIONS.............................................................37 13.1 Fractional Dollars..........................................................37 13.2 Modification of Plan........................................................37 13.3 Withdrawal of Plan..........................................................37 13.4 Governing Law...............................................................37 13.5 Time........................................................................37 13.6 Payment Dates...............................................................37 13.7 Headings....................................................................37 13.8 Successors and Assigns......................................................38 13.9 Severability of Plan Provisions.............................................38 13.10 No Admissions...............................................................38
iii IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION IN RE: ss. Chapter 11 ss. KITTY HAWK, INC., ss. CASE NO. 400-42141-BJH-11 KITTY HAWK AIRCARGO, INC., ss. CASE NO. 400-42142-BJH-11 KITTY HAWK CHARTERS, INC., ss. CASE NO. 400-42143-BJH-11 KITTY HAWK INTERNATIONAL, INC., ss. CASE NO. 400-42144-BJH-11 KITTY HAWK CARGO, INC., ss. CASE NO. 400-42145-BJH-11 OK TURBINES, INC., ss. CASE NO. 400-42146-BJH-11 LONGHORN SOLUTIONS, INC., ss. CASE NO. 400-42147-BJH-11 AIRCRAFT LEASING, INC., ss. CASE NO. 400-42148-BJH-11 AMERICAN INTERNATIONAL ss. CASE NO. 400-42149-BJH-11 TRAVEL, INC., AND ss. FLIGHT ONE LOGISTICS, INC. ss. CASE NO. 400-42069-BJH-11 ss. Debtors. ss. Jointly Administered under ss. Case No. 400-42141 DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Kitty Hawk, Inc., Kitty Hawk Aircargo, Inc., Kitty Hawk Charters, Inc., Kitty Hawk International, Inc., Kitty Hawk Cargo, Inc., OK Turbines, Inc., Longhorn Solutions, Inc., Aircraft Leasing, Inc., American International Travel, Inc., and Flight One Logistics, Inc. (collectively the "Debtors") as debtors and debtors-in-possession, propose this Plan of Reorganization pursuant to section 1121(a) of Title 11 of the United States Code for the resolution of the Debtors' outstanding creditor claims and equity interests. Reference is made to the Debtors' Disclosure Statement (the "Disclosure Statement") and the Supplemental Disclosure for a discussion of the Debtors' history, business, properties and results of operations, and for a summary of this Plan and certain related matters. All holders of Claims and Interests are encouraged to read the Plan, the Disclosure Statement and the Supplemental Disclosure in their entirety before voting to accept or reject this Plan. No materials, other than the Disclosure Statement and any exhibits and schedules attached thereto or referenced therein and the Supplemental Disclosure, have been approved by the Debtors for use in soliciting acceptances or rejections of this Plan. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 1 ARTICLE 1 DEFINITIONS RULES OF INTERPRETATION. As used herein, the following terms have the respective meanings specified below, and such meanings shall be equally applicable to both the singular and plural, and masculine and feminine, forms of the terms defined. The words "herein," "hereof," "hereto," "hereunder" and others of similar import, refer to the Plan as a whole and not to any particular section, subsection or clause contained in the Plan. Captions and headings to articles, sections and exhibits are inserted for convenience of reference only and are not intended to be part of or to affect the interpretation of the Plan. The rules of construction set forth in section 102 of the Bankruptcy Code shall apply. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. Any capitalized term used herein that is not defined herein but is defined in the Bankruptcy Code shall have the meaning ascribed to such term in the Bankruptcy Code. In addition to such other terms as are defined in other sections of the Plan, the following terms (which appear in the Plan as capitalized terms) have the following meanings as used in the Plan. 1.1 "ADMINISTRATIVE CLAIM" means a Claim for costs and expenses of administration allowed under section 503(b) of the Bankruptcy Code and referred to in section 507(a)(1) of the Bankruptcy Code, including, without limitation: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the business of the Debtor (such as wages, salaries or payments for goods and services); (b) compensation for legal, financial advisory, accounting and other services and reimbursement of expenses awarded or allowed under sections 330(a) or 331 of the Bankruptcy Code; and (c) all fees and charges assessed against the Estates under 28 U.S.C. ss. 1930. Administrative Claim includes any Claim of an employee or officer of the Debtors arising out of a Court-approved contract. 1.2 "AFFILIATE" means (a) an entity that directly or indirectly owns, controls or holds with power to vote, twenty percent or more of the outstanding voting securities of a Debtor, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote, or (b) a corporation twenty percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by a Debtor, or by an entity that directly or indirectly owns, controls or holds with power to vote, twenty percent or more of the outstanding voting securities of a Debtor, other than an entity that holds such securities (i) in a fiduciary or agency capacity without sole discretionary power to vote such securities or (ii) solely to secure a debt, if such entity has not in fact exercised such power to vote. 1.3 "AIRCARGO" means Kitty Hawk Aircargo, Inc., one of the Debtors. 1.4 "AIRCRAFT LEASING" means Aircraft Leasing, Inc., one of the Debtors. 1.5 "ALLOWED" means, with respect to any Claim, proof of which has been timely, properly Filed or, if no proof of claim was so Filed, which was or hereafter is listed on the Schedules as DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 2 liquidated in amount and not disputed or contingent, and, in either case, a Claim which is not a Disputed Claim. 1.6 "ALLOWED CLAIM" means that portion of a Claim which is not a Disputed Claim. 1.7 "ALLOWANCE DATE" means the date that a Claim becomes an Allowed Claim. 1.8 "ALLOWED SECURED CLAIM" means an Allowed Claim, or that portion thereof, of any creditor of the Debtors who holds a lien or security interest, as those terms are defined in Section 101 of the Code, which Claim has been properly perfected as required by law and determined in accordance with Section 506 of the Code with respect to properties owned by the Debtors. Such Allowed Secured Claim is secured only to the extent of the value of the Debtors' property which the Court finds is subject to a valid security interest of the creditor enforceable against property of the Estate. 1.9 "ALLOWED UNSECURED CLAIM" means an Allowed Claim, or that portion thereof, which is not entitled to priority or to secured status under the Code, and includes, but is not limited to, any claim arising as a result of a Debtor's execution of a guaranty agreement, promissory note, negotiable instrument, or other similar written instrument, whether as maker, endorser, guarantor, or otherwise. 1.10 "AMENDED BY-LAWS" means the by-laws of Kitty Hawk, in effect as of the Petition Date, as amended, substantially in the form included in the Plan Supplement. 1.11 "AMENDED CERTIFICATE OF INCORPORATION" means the amended and restated certificate of incorporation of Kitty Hawk Aircargo, as surviving entity after the mergers contemplated by Section 8.4 of the Plan, effective as of the Effective Date, substantially in the form included in the Plan Supplement. 1.12 "AMERICAN INTERNATIONAL TRAVEL" means American International Travel, Inc., one of the Debtors. 1.13 "BALLOTS" means the written Ballots for acceptance or rejection of the Plan. 1.14 "BALLOT RECORD DATE" means September 19, 2000. 1.15 "BALLOT RETURN DATE" means 5:00 p.m. Dallas, Texas Time on _______________, unless and to the extent such date is extended by the Debtors in accordance with the Disclosure Statement. 1.16 "BANK CLAIMS" mean the Claims of the Bank Group arising out of the (1) Second Amended and Restated Credit Agreement (as may have been amended, modified, supplemented, extended, renewed or restated from time to time) dated as of November 19, 1997; (2) Revolving Credit Note from Kitty Hawk, Inc. and its subsidiaries payable to the order of Wells Fargo Bank, N.A. in the original principal amount of $100 million; (3) Term Loan Note from Kitty Hawk and its subsidiaries to Wells Fargo, in the original principal sum of $45.9 million; and (4) any security agreement, deposit or other agreement evidencing a security interest, right of setoff or obligation DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 3 owing to a member of the Bank Group and the Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection and any subsequent financing orders; (the items in categories (1) through (4) are collectively, the "Financing Documents"). The Bank Claims are Allowed Claims. 1.17 "BANK GROUP" means Wells Fargo Bank (Texas), N.A., Bank One, Texas, N.A., Comerica Bank, Heller Financial, Inc. and Union Bank of California, N.A. or their assignees. 1.18 "BANKRUPTCY CODE" OR "CODE" means Title 11 of the United States Code as now in effect or hereafter amended. 1.19 "BANKRUPTCY COURT" means the United States Bankruptcy Court for the Northern District of Texas, which presides over this proceeding, or if necessary, the United States District Court for said District having original jurisdiction over this case. 1.20 "BANKRUPTCY RULES" means, collectively (a) the Federal Rules of Bankruptcy Procedure, and (b) the local rules of the Bankruptcy Court, as applicable from time to time in the Reorganization Case. 1.21 "BUSINESS DAY" means any day, other than a Saturday, Sunday or "legal holiday" (as defined in Bankruptcy Rule 9006(a)). 1.22 "CARGO" means Kitty Hawk Cargo, Inc., one of the Debtors. 1.23 "CASH" means cash, wire transfer, certified check, cash equivalents and other readily marketable securities or instruments, including, without limitation, readily marketable direct obligations of the United States of America, certificates of deposit issued by banks, and commercial paper of any Person, including interests accrued or earned thereon, or a check from Reorganized Kitty Hawk. 1.24 "CHARTERS" means Kitty Hawk Charters, Inc., one of the Debtors. 1.25 "CLAIM" means any right to payment from the Debtors arising before the Confirmation Date, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, contested, uncontested, legal, equitable, secured, or unsecured; or any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from the Debtors, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, contested, uncontested, secured or unsecured. 1.26 "CLASS" means one of the classes of Claims or Interests defined in Article III hereof. 1.27 "CLASS 6 STOCK DISTRIBUTION" means the 40,000,000 shares of New Common Stock that will be distributed to holders of Allowed Class 6 Claims. 1.28 "CLASS 7 CONTINGENT CASH DISTRIBUTION" means (i) the $1,500,000 payment that the Reorganized Debtor will make to Class 7 on December 31, 2003 if, and only if, Allowed Class 7 DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 4 Claims exceed $85,000,000 and (ii) the $1,500,000 payment that the Reorganized Debtor will make to Class 7 on December 31, 2004 if, and only if, Allowed Class 7 Claims exceed $90,000,000. 1.29 "CLASS 7 STOCK DISTRIBUTION" means the 10,000,000 shares of New Common Stock that will be distributed to holders of Allowed Class 7 Claims. 1.30 "CLASS 6 STOCK RESERVE ACCOUNT" means a reserve established to hold the New Common Stock held from distribution on account of Disputed or undetermined Class 6 Unsecured Claims equal to the Pro Rata share to which each holder of a Disputed or undetermined Class 6 Unsecured Claim would have been entitled on the Effective Date in respect of the Disputed or undetermined portion as if the Disputed or undetermined portion of such Claim had been Allowed on the Effective Date. 1.31 "CLASS 7A CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7A based on the percentage that the Allowed Other Unsecured Claims in Class 7A bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.32 "CLASS 7B CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7B based on the percentage that the Allowed Other Unsecured Claims in Class 7B bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.33 "CLASS 7C CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7C based on the percentage that the Allowed Other Unsecured Claims in Class 7C bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.34 "CLASS 7D CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7D based on the percentage that the Allowed Other Unsecured Claims in Class 7D bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.35 "CLASS 7E CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7E based on the percentage that the Allowed Other Unsecured Claims in Class 7E bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.36 "CLASS 7F CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7F based on the percentage that the Allowed Other Unsecured Claims in Class 7F bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.37 "CLASS 7G CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7G DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 5 based on the percentage that the Allowed Other Unsecured Claims in Class 7G bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.38 "CLASS 7H CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7H based on the percentage that the Allowed Other Unsecured Claims in Class 7H bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.39 "CLASS 7I CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7I based on the percentage that the Allowed Other Unsecured Claims in Class 7I bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.40 "CLASS 7J CONTINGENT CASH DISTRIBUTION" means the Pro Rata share of the Class 7 Contingent Cash Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7J based on the percentage that the Allowed Other Unsecured Claims in Class 7J bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.41 "CLASS 6 STOCK RESERVE SURPLUS ACCOUNT" means the New Common Stock deposited or held in the Class 6 Stock Reserve Account on account of Disputed or undetermined Unsecured Claims to the extent that the Claims are disallowed in whole or in part after the Effective Date. 1.42 "CLASS 7 STOCK RESERVE ACCOUNT" means a reserve established to hold the New Common Stock held from distribution on account of Disputed or undetermined Class 7 Unsecured Claims equal to the Pro Rata share to which each holder of a Disputed or undetermined Class 7 Unsecured Claim would have been entitled on the Effective Date in respect of the Disputed or undetermined portion as if the Disputed or undetermined portion of such Claim had been Allowed on the Effective Date. 1.43 "CLASS 7A STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7A based on the percentage that the Allowed Other Unsecured Claims in Class 7A bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.44 "CLASS 7B STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7B based on the percentage that the Allowed Other Unsecured Claims in Class 7B bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.45 "CLASS 7C STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7C based on the percentage that the Allowed Other Unsecured Claims in Class 7C bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 6 1.46 "CLASS 7D STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7D based on the percentage that the Allowed Other Unsecured Claims in Class 7D bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.47 "CLASS 7E STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7E based on the percentage that the Allowed Other Unsecured Claims in Class 7E bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.48 "CLASS 7F STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7F based on the percentage that the Allowed Other Unsecured Claims in Class 7F bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.49 "CLASS 7G STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7G based on the percentage that the Allowed Other Unsecured Claims in Class 7G bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.50 "CLASS 7H STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7H based on the percentage that the Allowed Other Unsecured Claims in Class 7H bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.51 "CLASS 7I STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7I based on the percentage that the Allowed Other Unsecured Claims in Class 7I bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.52 "CLASS 7J STOCK DISTRIBUTION" means the Pro Rata share of the Class 7 Stock Distribution allocable to holders of Allowed Other Unsecured Claims in Class 7J based on the percentage that the Allowed Other Unsecured Claims in Class 7J bear to all Allowed Other Unsecured Claims in all subclasses of Class 7. 1.53 "CLASS 7 STOCK RESERVE SURPLUS ACCOUNT" means the New Common Stock deposited or held in the Class 7 Stock Reserve Account on account of Disputed or undetermined Unsecured Claims to the extent that the Claims are disallowed in whole or in part after the Effective Date. 1.54 "COMPANY" means Kitty Hawk, Inc., a Delaware Corporation and its subsidiaries. 1.55 "CONFIRMATION" means the entry of a Confirmation Order confirming this Plan at or after a hearing pursuant to Section 1129 of the Bankruptcy Code. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 7 1.56 "CONFIRMATION DATE" means the date the Confirmation Order is entered on the docket by the Clerk of the Bankruptcy Court. 1.57 "CONFIRMATION ORDER" means the order entered by the Bankruptcy Court determining that this Plan meets the requirements of Chapter 11 of the Bankruptcy Code and is entitled to Confirmation pursuant to Section 1129 of the Bankruptcy Code. 1.58 "CONVENIENCE CLAIM" means any Allowed Unsecured Claim in Class 5 other than an Intercompany Claim, in an amount (a) equal to or less than $500, or (b) greater than $500, but which is reduced to $500 by written election of the holder of such Claim made on a validly executed and timely delivered Ballot. All Allowed Unsecured Claims (other than Intercompany Claims) of a single holder will be aggregated and treated as a single Allowed Unsecured Claim for purposes of determining such holder's entitlement to Convenience Claim treatment by each such Debtor. Holders are determined as of the Petition Date and the post-petition assignment of Allowed Unsecured Claims does not consolidate Claims owed to separate claimholders on the Petition Date. 1.59 "CREDITORS' COMMITTEE" means the Official Committee of Unsecured Creditors appointed in the Chapter 11 case by the United States Trustee pursuant to Section 1102 of the Bankruptcy Code, as constituted by the addition or removal of members from time to time. 1.60 "DEBTORS" means Kitty Hawk, Inc., Kitty Hawk Aircargo, Inc., Kitty Hawk Charters, Inc., Kitty Hawk International, Inc., Kitty Hawk Cargo, Inc., OK Turbines, Inc., Longhorn Solutions, Inc., Aircraft Leasing, Inc., American International Travel, Inc., and Flight One Logistics, Inc., when acting in their capacity as representatives of their respective bankruptcy estates. 1.61 "DISCLOSURE STATEMENT" means the Disclosure Statement Filed by the Debtors as approved by the Bankruptcy Court for submission to the Creditors, Interest holders, and parties-in-interest of the Debtors, as it may have been amended or supplemented from time to time. 1.62 "DISPUTED CLAIM" means a Claim as to which a proof of claim has been Filed or deemed Filed under applicable law, as to which an objection has been or may be timely Filed and which objection, if timely Filed, has not been withdrawn on or before any date fixed for Filing such objections by the Plan or Order of the Bankruptcy Court and has not been overruled or denied by a Final Order. Prior to the time that an objection has been or may be timely Filed, for the purposes of this Plan a Claim shall be considered a Disputed Claim to the extent that: (i) the amount of the Claim specified in the proof of claim exceeds the amount of any corresponding Claim Scheduled by the Debtor in its Schedules of Assets and Liabilities to the extent of such excess; or (ii) no corresponding Claim has been Scheduled by the Debtor in its Schedules of Assets and Liabilities. 1.63 "DISTRIBUTION DATE" means the date the Reorganized Debtors commence distributions under the Plan. 1.64 "DISTRIBUTIONS" means the properties or interests in property to be paid or distributed hereunder to the holders of Allowed Claims. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 8 1.65 "DOCKET" means the docket in the Reorganization Case maintained by the Clerk. 1.66 "EFFECTIVE CONFIRMATION ORDER" means the Confirmation Order rendered by the Bankruptcy Court or other court of competent jurisdiction that has been entered on the docket and (unless otherwise ordered by such court) as to which (i) both (a) the time to seek reconsideration, rehearing, or new trial by the rendering court (hereinafter, a ("Post-Trial Motion"), and (b) the time (including time resulting from a timely filed motion under Rule 8002(c) under the Federal Rules of Bankruptcy Procedure) to appeal or to seek a petition for review or certiorari (hereinafter, an "Appellate Court Review"), has expired (without regard to whether time to seek relief of a judgment under Rule 60(b) of the Federal Rules of Civil Procedure or Rule 9024 of the Federal Rules of Bankruptcy Procedure has expired); and (ii) either (a) no Post-Trial Motion or request for Appellate Court Review is pending, or (b) a Post-Trial Motion or a request for Appellate Court Review is pending but the subject order of judgment has not been stayed, amended, modified or reversed by a court of competent jurisdiction or, if stayed, such stay has been vacated or is no longer in effect. Without limiting the foregoing, the pendency of, or request for, a Post-Trial Motion or an Appellate Court Review shall not prevent an order from becoming final and being implemented, absent the entry of a stay by a court of competent jurisdiction and the continuation thereof. 1.67 "EFFECTIVE DATE" means the date on which all of the conditions required in Section 9.1 have occurred, except as expressly waived as provided in Section 9.2 of this Plan. 1.68 "EMPLOYEE CLAIM" means a Claim based on salaries, wages, sales commissions, expense reimbursements, accrued vacation pay, health-related benefits, incentive programs, employee compensation guarantees, severance or similar employee benefits. 1.69 "ENGINES" means the RB-211 and JT9D engines identified on Exhibit A. 1.70 "ESTATES" means the estates created in these reorganization cases under Section 541 of the Bankruptcy Code. 1.71 "EXECUTORY CONTRACT" means any unexpired lease and/or executory contract as set forth in Section 365 of the Code. 1.72 "FILE" or "FILED" means filed with the Bankruptcy Court in the Reorganization Case. 1.73 "FINAL ORDER" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the Docket in the Reorganization Case, which has not been reversed, stayed, modified or amended, and as to which (i) the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely filed, or (ii) any appeal that has been or may be taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought. 1.74 "FLIGHT ONE LOGISTICS" means Flight One Logistics, Inc., one of the debtors. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 9 1.75 "IMPAIRED" means that class of Claims or Interests that is impaired within the meaning of 11 U.S.C.ss.1124. 1.76 "INDENTURE TRUSTEE" means HSBC or its successor, as Indenture Trustee for the Senior Notes. 1.77 "INTEREST" means the rights of the owners and/or holders of outstanding share or shares of the Company's Common Stock with respect of such Interest as of the date immediately preceding the Petition Date. 1.78 "INTERNATIONAL" means Kitty Hawk International, Inc., one of the Debtors. 1.79 "KITTY HAWK" means Kitty Hawk, Inc., one of the Debtors. 1.80 "LONGHORN SOLUTIONS" means Longhorn Solutions, Inc., one of the Debtors. 1.81 "NET PROCEEDS" means with respect to the sale of pledged property, the proceeds of such sale minus all costs of sale, including, but not limited to, the cost of securing, maintaining and insuring such property pending the sale, all costs incurred in preparing the property for sale, and all commissions and other fees paid in connection with such sale. 1.82 "NEW COMMON STOCK" means the issued and outstanding stock of Reorganized Kitty Hawk. 1.83 "NOTEHOLDERS" means the holders of Senior Notes. 1.84 "NOTEHOLDERS' FEES" means $1 million of the professional fees and expenses incurred by the Indenture Trustee and the Unofficial Noteholders' Committee in connection with the Reorganization Case. 1.85 "NOTEHOLDERS' 727 COLLATERAL" means the 727 airframes, engines and related equipment pledged to the Noteholders. 1.86 "NOTEHOLDERS' WIDE BODY COLLATERAL" means the wide body airframes, engines and related equipment pledged to the Noteholders. 1.87 "OK TURBINES" means OK Turbines, Inc., one of the Debtors. 1.88 "OLD COMMON STOCK" means the Common Stock of the Company and any right to receive Old Common Stock pursuant to any warrant, option or other agreement. 1.89 "OLD SECURITIES" means the Senior Notes and the Old Common Stock. 1.90 "ORDER" means an order or judgment of the Bankruptcy Court as entered on the Docket. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 10 1.91 "OTHER UNSECURED CLAIMS" means Unsecured Claims that are not Class 5 Convenience Claims or Class 6 Claims (Noteholder Claims). 1.92 "PERSON" means any individual, corporation, general partnership, limited partnership, association, joint stock company, joint venture, estate, trust, indenture trustee, government or any political subdivision, governmental unit (as defined in the Bankruptcy Code), official committee appointed by the United States Trustee, unofficial committee of creditors or equity holders or other entity. 1.93 "PETITION DATE" means May 1, 2000, the date on which each of the Debtors, other than Flight One Logistics, filed their voluntary Chapter 11 petitions. 1.94 "PLAN" means this Joint Plan of Reorganization in its present form, or as it may be amended, modified, and/or supplemented from time to time in accordance with the Code, or by agreement of all affected parties, or by order of the Bankruptcy Court, as the case may be. 1.95 "PLAN SUPPLEMENT" means the documents including the forms of the Amended By- Laws, Amended Certificate of Incorporation, as well as a list of the executory contracts and unexpired leases to be assumed pursuant to the Plan, which shall be contained in a separate Plan Supplement which shall be filed with the Clerk of the Bankruptcy Court at least fifteen (15) days prior to the date on which the Confirmation Hearing shall first commence or such shorter period as ordered by the Court. The Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during hours established therefor. Holders of Claims against and Equity Interests in the Debtors may obtain a copy of the Plan Supplement upon written request to the Debtors. The Plan Supplement is incorporated into and is a part of the Plan as if fully set forth herein. 1.96 "PRE-PETITION PRIORITY TAX CLAIM" means an Unsecured Allowed Claim of a governmental entity as provided by Section 507(a)(8) of the Code. or 1.97 "PRE-PETITION SECURED TAX CLAIM" means an Allowed Secured Claim of a governmental entity whose claim would be a Priority Claim under Section 507(a)(8) if it was not a Secured Claim. 1.98 "PRIORITY CLAIM" means any Claim against any of the Debtors entitled to priority under 11 U.S.C. ss.ss. 507(a) of the Bankruptcy Code, other than an Administrative Claim or a Pre-Petition Priority Tax Claim. 1.99 "PRIVATE PLACEMENT" means the private placement of up to five (5) million shares of New Common Stock at a price of not less than $3.00 per share with a Person who is not a holder of Old Common Stock. 1.100 "PRIVATE PLACEMENT PROCEEDS" means the cash proceeds of the Private Placement net of any expenses incurred by the Debtors in connection with making the Private Placement. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 11 1.101 "PRO RATA" means proportionately, based on the percentage of the distribution made on account of a particular Allowed Claim bears to the distributions made on account of all Allowed Claims of the Class in which the Allowed Claim is included. 1.102 "QUARTERLY SURPLUS DISTRIBUTION DATE" means the last day, of if the last day is not a Business Day, the first Business Day after the end, of the months of March, June, September and December. The first Quarterly Surplus Distribution Date shall be March 31, 2001. 1.103 "REJECTION CLAIM" means a Claim resulting from the rejection of a lease or executory contract by a Debtor. 1.104 "RELEASED OFFICERS AND DIRECTORS" means: OFFICERS: Tilmon J. Reeves Chief Executive Officer Drew Keith Vice President and Acting Chief Financial Officer James R. Craig Vice President and General Counsel Ted J. Coonfield Vice President John Turnipseed Vice President - Human Resources Michael Clark Vice President - Security DIRECTORS: M. Tom Christopher Lewis S. White Tilmon J. Reeves Steve Wood Ted Coonfield Bruce Martin Philip J. Sauder Tom Kincaid Thomas J. Smith 1.105 "REORGANIZATION CASE" means, collectively, the Debtors' cases under Chapter 11 of the Bankruptcy Code. 1.106 "REORGANIZED KITTY HAWK" or "REORGANIZED DEBTOR" means Kitty Hawk, Inc., Aircargo, Charters, KHI, Cargo, OK Turbines, Longhorn Solutions, Aircraft Leasing, American International Travel, and Flight One Logistics after being merged into Aircargo on the Effective Date. 1.107 "SCHEDULES" means the Schedules of Assets and Liabilities, Statement of Financial Affairs and Statement of Executory Contracts which have been filed by the Debtors with the Bankruptcy Court as amended or supplemented on or before the Confirmation Date, listing the liabilities and assets of Debtor. 1.108 "SECURED CLAIM" means any Claim that is secured by a lien on property in which the Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the claim holder's interest in the Estate's interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 12 1.109 "SECURITIES CLAIMS" means (i) any Claim arising from rescission of a purchase or sale of Old Common Stock or for damages arising from the purchase or sale of Old Common Stock, or (ii) any Claim for indemnity, reimbursement, or contribution on account of any such Claim. 1.110 "SECURITY AGREEMENT" means the documentation under which a lien against property is reflected. 1.111 "SENIOR NOTES" means the 9.95% Senior Secured Notes due 2004 issued by Kitty Hawk, Inc. 1.112 "SENIOR NOTE GUARANTEES" means the guarantees of the Senior Notes by each of the Debtors. 1.113 "TAX CLAIM" means an Unsecured Allowed Claim of a governmental entity as provided by Section 507(a)(8) of the Code. 1.114 "UNSECURED CLAIM" means any Claim that is not an Administrative Claim, Tax Claim or Secured Claim. ARTICLE 2 DESIGNATION OF CLAIMS AND INTERESTS THIS PLAN CONSOLIDATES THE CLAIMS AGAINST THE DEBTORS FOR PURPOSES OF DISTRIBUTIONS AS PART OF A SETTLEMENT WITH THE NOTEHOLDERS DESCRIBED IN SECTION IV,D, 2 (B) OF THE DISCLOSURE STATEMENT. THE DEBTORS BELIEVE THAT THE SETTLEMENT PROVIDES GREATER DISTRIBUTIONS OF VALUE TO UNSECURED CREDITORS (OTHER THAN THE NOTEHOLDERS) THAN THEY WOULD RECEIVE IF DISTRIBUTIONS WERE MADE ON AN ENTITY BY ENTITY BASIS. 2.1 SUMMARY. The following is a designation of the classes of Claims and Interests under this Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Tax Claims described in Article 3 of this Plan have not been classified and are excluded from the following classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest qualifies within the description of that class, and is classified in another class or classes to the extent that any remainder of the Claim or Interest qualifies within the description of such other class or classes. A Claim or Interest is classified in a particular class only to the extent that the Claim or Interest is an Allowed Claim or Allowed Interest in that class and has not been paid, released or otherwise satisfied before the Effective Date; a Claim or Interest which is not an Allowed Claim or Interest is not in any Class. Notwithstanding anything to the contrary contained in this Plan, no distribution shall be made on account of any Claim or Interest which is not an Allowed Claim or Allowed Interest. The Plan consolidates distributions to creditors of each of DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 13 the Debtors as part of a settlement. Classes are considered separately among the Debtors for voting purposes and jointly among the Debtors for distribution purposes. The treatment provided for each Class shall be the same for each of the Debtors as if Claims against each Debtor had been separately classified.
CLASS STATUS A. SECURED CLAIMS Class 1: Bank Claims Impaired - entitled to vote Class 2: Noteholders' Secured Claims Impaired - entitled to vote Class 3: Secured Claims Other Than Bank Impaired - entitled to vote Claims and Claims of the Noteholders B. UNSECURED CLAIMS Class 4: Priority Claims Impaired - entitled to vote Class 5: Convenience Claims Impaired - entitled to vote Class 6: Unsecured Noteholder Claims Impaired - entitled to vote Class 7: Other Unsecured Claims Impaired - entitled to vote C. INTERESTS Class 8: Old Common Stock Impaired - deemed to have rejected Class 9: Securities Claims Impaired - deemed to have rejected
ARTICLE 3 TREATMENT OF UNCLASSIFIED CLAIMS 3.1 ADMINISTRATIVE CLAIMS. (a) GENERAL. Subject to the bar date provisions herein, unless otherwise agreed to by the parties, each holder of an Allowed Administrative Claim shall receive Cash equal to the unpaid portion of such Allowed Administrative Claim on the later of (a) the Effective Date or as soon as practicable thereafter, (b) the Allowance Date, and (c) such other date as is mutually agreed upon by the Debtors and the holder of such Claim; PROVIDED, HOWEVER, that Administrative Claims that represent liabilities incurred by the Debtors in the ordinary course of their business during the DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 14 Reorganization Cases shall be paid by Reorganized Kitty Hawk in the ordinary course of business and in accordance with any terms and conditions of any agreements relating thereto. Payments on Administrative Claims shall be made by the Reorganized Debtor. (b) PAYMENT OF STATUTORY FEES. All fees payable pursuant to 28 U.S.C.ss.1930 shall be paid in Cash equal to the amount of such Administrative Claim when due. (c) BAR DATE FOR ADMINISTRATIVE CLAIMS. (i) GENERAL PROVISIONS. Except as provided below in Sections 3.1(c)(iii), 3.1(c)(iv) and 3.1(c)(v), requests for payment of Administrative Claims must be Filed no later than forty-five (45) days after the Effective Date. Holders of Administrative Claims (including, without limitation, professionals requesting compensation or reimbursement of expenses and the holders of any Claims for federal, state or local taxes) that are required to File a request for payment of such Claims and that do not File such requests by the applicable bar date shall be forever barred from asserting such Claims against the Debtors, any of their affiliates or any of their respective property. (ii) PROFESSIONALS. All professionals or other entities requesting compensation or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered before the Effective Date (including, without limitation, any compensation requested by any professional or any other entity for making a substantial contribution in the Reorganization Case) shall File and serve on Reorganized Kitty Hawk and the Creditors' Committee an application for final allowance of compensation and reimbursement of expenses no later than forty-five (45) days after the Effective Date. Objections to applications of professionals for compensation or reimbursement of expenses must be Filed and served on Debtors and the professionals to whose application the objections are addressed no later than seventy (70) days after the Effective Date. Any professional fees and reimbursements or expenses incurred by the Reorganized Debtor subsequent to the Effective Date may be paid without application to the Bankruptcy Court. (iii) ORDINARY COURSE LIABILITIES. Holders of Administrative Claims based on liabilities incurred in the ordinary course of the Debtors' business (other than Claims of governmental units for taxes or Claims and/or penalties related to such taxes) shall not be required to File any request for payment of such Claims. Such liabilities shall be paid by the Reorganized Debtor as soon as practicable after the Effective Date. (iv) CONTRACTUAL EMPLOYEE CLAIMS. Holders of Claims under employment contracts approved by the Court shall not be required to File any request for payment of such Claims and such Claims shall be paid in full on the Effective Date. (v) TAX CLAIMS. All requests for payment of Administrative Claims and other Claims by a governmental unit for taxes (and for interest and/or penalties related to such taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date ("Post-Petition Tax Claims") and for which no bar date has otherwise been previously established, must be Filed on or before the DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 15 later of (i) 45 days following the Effective Date; and (ii) 90 days following the filing with the applicable governmental unit of the tax return for such taxes for such tax year or period. Any holder of any Post-Petition Tax Claim that is required to File a request for payment of such taxes and does not File such a Claim by the applicable bar date shall be forever barred from asserting any such Post-Petition Tax Claim against any of the Debtors, Kitty Hawk, or their respective property, whether any such Post-Petition Tax Claim is deemed to arise prior to, on, or subsequent to the Effective Date. To the extent that the holder of a Post-Petition Tax Claim holds a lien to secure its Claim under applicable state law, the holder of such Claim shall retain its lien until its Allowed Claim has been paid in full. 3.2 TREATMENT OF PRE-PETITION PRIORITY AND SECURED TAX CLAIMS. Each holder of an Allowed Pre-Petition Tax Claim or Secured Tax Claim shall be paid by the Reorganized Debtor, pursuant to the provisions of Section 1129(a)(9)(c) of the Bankruptcy Code, in equal quarterly installments commencing on the first day of the first full month following the Effective Date (or the Allowance Date, if later) with the final payment of the remaining unpaid balance to be made on the sixth anniversary of the assessment of the tax, together with interest thereon at 8% per annum commencing on the earlier of the Effective Date or the 41st day after the Confirmation Date until the date of final payment. Interest, if any, accruing from the 41st day after the Confirmation Date until the Effective Date will be paid on the Effective Date or as soon thereafter as is practicable. The Reorganized Debtor may prepay any Pre-Petition Priority Tax Claim or Secured Tax Claim without penalty or premium, or may pay any Allowed Pre-Petition Priority Tax Claim or Secured Tax Claim on such terms as the holder of the Allowed Claim and the Debtors may agree. The liens of each holder of a Pre-Petition Secured Tax Claim shall remain in full force and effect until the Pre-Petition Secured Tax Claim is paid in full. Failure by the Reorganized Debtor to timely make a payment on an Allowed Pre-Petition Priority Tax Claim or Secured Tax Claim shall be an event of default. If the Reorganized Debtor fails to cure a default within twenty (20) days after service of written notice of default from the holder of the Allowed Pre-Petition Secured Tax Claim, then the holder of such Allowed Pre-Petition Priority Claim or Secured Tax Claim may enforce the total amount of its Claim, plus interest as provided in this Plan, against the Reorganized Debtor in accordance with applicable state or federal laws. ARTICLE 4 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS 4.1 CLASS 1 - BANK CLAIMS. (a) CLASSIFICATION: Class 1 consists of all Allowed Secured Bank Claims. Allowed Secured Bank Claims shall be subclassified so that the holders of the Allowed Secured Bank Claims shall have a Claim against each Debtor whose property secures the Allowed Secured Bank Claims. (b) TREATMENT: Class 1 is impaired and the holders of Allowed Claims in Class 1 are entitled to vote on the Plan. The holders of the Allowed Secured Bank Claims may vote their DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 16 Claims in each Case of a Debtor whose property secures the Allowed Secured Bank Claims. The Allowed Secured Bank Claims shall be satisfied as set forth herein or in such other manner as is acceptable to the Debtors and the holders of the Allowed Secured Bank Claims. All payments of the Bank Claims made prior to the Effective Date shall be deemed to be paid indefeasibly. Any portion of the Bank Claims unpaid as of the Effective Date shall be paid in full in cash on the Effective Date. Notwithstanding anything else contained in the Plan or the Confirmation Order, or any amendments thereto, and notwithstanding the confirmation of the Plan, Wells Fargo, as Agent ("Agent") for the Bank Group and as the holder of the Bank Claims, and the members of the Bank Group, shall be entitled to all of the liens, protections, benefits, and priorities granted to it or confirmed by the (1) Second Amended and Restated Credit Agreement (as may have been amended, modified, supplemented, extended, renewed or restated from time to time) dated November 19, 1997; (2) Revolving Credit Note from Kitty Hawk, Inc. and it subsidiaries payable to the order of Wells Fargo Bank, N.A. in the original principal amount of $100 million; (3) Term Loan Note from Kitty Hawk and its subsidiaries to Wells Fargo, in the original principal sum of $45.9 million; and (4) any security agreement, deposit or other agreement evidencing a security interest, right of setoff or obligation owing to a member of the Bank Group and the Final Order Authorizing Use of Cash Collateral and Granting Adequate Protection and any subsequent financing orders (the "Financing Documents"). All such liens, protections, benefits, and priorities granted to Wells Fargo or the Bank Group in such Financing Documents shall continue until the Bank Claims are indefeasibly paid in full and satisfied, which Claims (i) are payable in their entirety, (ii) include unpaid principal and accrued but unpaid interest and fees as specified in the contract to the date of indefeasible payment of the Bank Claims, and (iii) are secured by reason of the first, valid, prior, and perfected liens and security interest granted under or in connection with, the Financing Documents. Within five business days before the Effective Date, the Bank Group shall provide the Debtors with a statement of all amounts constituting Bank Claims as of the Effective Date (the "Pay-off Amount"). If the Debtors dispute the Pay-off Amount, both the Debtors and the Bank Group agree that the Bankruptcy Court may determine the Pay-off Amount on an expedited basis. Upon payment of the Pay-off Amount, the Bank Group shall release all of its liens or assign such liens as directed by the Debtors. Notwithstanding the foregoing, all rights of the Bank Group pursuant to Section 13.2 of the Second Amended Credit Agreement shall survive the indefeasible payment in full of the Bank Claims as unsecured obligations of Kitty Hawk. The Bank Claims are finally allowed and are not subject to subordination or reconsideration. With respect to any claims related to the Financing Documents, or the Agent's or Bank Group's actions related to the Debtors or the Financing Documents, the Agent or Bank Group, and each of their representatives, shall have no liability to the Debtors or any third party (including creditors of any Debtors) and shall not be deemed to have been in control of the operations of the Debtors or to be acting as a "responsible person" or "owner or operator" with respect to the operation or management of the Debtors. 4.2 CLASS 2 - NOTEHOLDERS' SECURED CLAIMS (a) CLASSIFICATION: Class 2 consists of all Allowed Secured Claims of the Noteholders. The Allowed Class 2 Claims shall be subclassified so that the holders of the Allowed DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 17 Class 2 Claims shall have a Claim against each Debtor whose property serves as the Noteholders' Wide Body Collateral or the Noteholders' 727 Collateral. (b) TREATMENT: Class 2 is impaired and the holders of Allowed Claims in Class 2 are entitled to vote on the Plan. The Noteholders may vote their Allowed Class 2 Claims in the case of each Debtor whose property serves as the Noteholders' Wide Body Collateral or the Noteholders 727 Collateral. The Reorganized Debtor shall satisfy the Allowed Class 2 Claims by (i) paying to the Indenture Trustee, for the benefit of the Noteholders, $55 million cash in exchange for a release of the lien of the Indenture Trustee in the Noteholders' 727 Collateral; (ii) releasing and/or delivering to the Indenture Trustee the proceeds of any of the Noteholders' 727 Collateral, Noteholders' Wide Body Collateral, or any of the Engines liquidated prior to the Effective Date, which proceeds the Indenture Trustee may distribute in accordance with the Indenture and this Plan without further order of the Court; (iii) paying the Noteholders' Fees no later than the six month anniversary of the Effective Date; and (iv) liquidating all Wide Body Collateral and Engines not liquidated as of the Effective Date ("Remaining Collateral"), provided that the Reorganized Debtor shall not sell any Remaining Collateral without the consent of the Indenture Trustee and provided further that the Reorganized Debtor shall cooperate with the Indenture Trustee and its Agents in the liquidation of the Remaining Collateral. Notwithstanding (iv) above, at the direction of the Indenture Trustee the Reorganized Debtor shall transfer all or any of the Remaining Collateral to an entity designated by the Indenture Trustee and, upon such transfer, the Indenture Trustee shall direct the liquidation of the collateral, provided that the Reorganized Debtor shall continue to cooperate with the Indenture Trustee and its Agents until the collateral has been sold or leased. All proceeds of Remaining Collateral shall be paid to the Indenture Trustee which proceeds the Indenture Trustee may distribute in accordance with the Indenture and the Plan without further order of the Court. The Bankruptcy Court shall retain jurisdiction to enter Orders approving the sale of Remaining Collateral free and clear of any liens, claims, and encumbrances that arose before the Confirmation Date. Subject to the provisions of the Plan, either the Reorganized Debtor or the Indenture Trustee may file and prosecute a motion seeking approval of the sale of Remaining Collateral. The Indenture Trustee may take any actions necessary to implement any of the foregoing and, to the extent necessary, the Indenture shall be deemed amended accordingly. 4.3 CLASS 3 - SECURED CLAIMS OTHER THAN BANK CLAIMS AND CLAIMS OF THE NOTEHOLDERS. (a) CLASSIFICATION: Class 3 consists of all Allowed Secured Claims other than the Bank Claims and the Claims of the Noteholders. Each secured creditor shall be treated as a separate sub-class of Class 3. (b) TREATMENT: Class 3 is impaired, and the holders of Allowed Claims in Class 3 are entitled to vote on the Plan. Holders of Allowed Class 3 Claims may vote their Claims in the Case of each Debtor whose property secures their Claims. At the Debtors' option, on the Effective Date (a) the Plan may leave unaltered the legal, equitable, and contractual rights of the holder of an Allowed Secured Claim, OR (b) notwithstanding any contractual provision or applicable law that entitles the holder of an Allowed Secured Claim to demand or receive accelerated payment from the Debtors after the occurrence of a default, the Debtors may cure any such default, other than a default DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 18 of a kind specified in section 365(b)(2) of the Bankruptcy Code, reinstate the maturity of such Claim as such maturity existed before such default, compensate the holder of such Claim for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law, and otherwise leave unaltered the legal, equitable or contractual rights to which such Claim entitles the holder, all pursuant to section 1124 of the Bankruptcy Code, OR (c) the Debtors may either (i) pay an Allowed Secured Claim in full, in cash, OR (ii) the Debtors may deliver to the holder of an Allowed Secured Claim the property securing such Claim, OR (iii) at Kitty Hawk's election and direction, Reorganized Kitty Hawk may deliver to the holder of an Allowed Secured Claim deferred cash payments in accordance with the requirements of section 1129(b)(2)(A)(II) of the Bankruptcy Code, in all of such events, the value of such holder's interest in such property shall be determined (A) by agreement of the Reorganized Debtor and the holder of such Allowed Secured Claim or (B) if they do not agree, by the Bankruptcy Court, OR (d) the Debtors may assume and assign the contract or agreement governing an Allowed Secured Claim pursuant to section 365(b) of the Bankruptcy Code, OR (e) the Debtors may pay an Allowed Secured Claim in such manner as may be agreed to by the holder of such Claim. 4.4 CLASS 4 - PRIORITY CLAIMS. (a) CLASSIFICATION: Class 4 consists of all non-tax Priority Claims. (b) TREATMENT: Class 4 is impaired and the holders of Allowed Claims in Class 4 are entitled to vote on the Plan. The treatment set forth below shall be the same for each holder of an Allowed Priority Claim against each of the Debtors and each holder of an Allowed Priority Claim may vote in the case of the Debtor liable on such Claim. Unless otherwise agreed to by the parties, each holder of an Allowed Claim in Class 4 will be paid the Allowed amount of such Claim in full in cash by the Reorganized Debtor on or before the later of (a) the first practicable date after the Effective Date, (b) the Allowance Date, and (c) such other date as is mutually agreed upon by the Reorganized Debtor and the holder of such Claim. 4.5 CLASS 5 - CONVENIENCE CLAIMS (a) CLASSIFICATION: Class 5 consists of Allowed Convenience Claims. Allowed Convenience Claims shall be subclassified based on the Debtor liable on such Claim. (b) TREATMENT: Class 5 is impaired and the holders of Allowed Claims in Class 5 are entitled to vote on the Plan. The holder of Allowed Class 5 Claims against more than one Debtor may vote their Allowed Class 5 Claims in the case of each Debtor that is liable on such Claims. However, if more than one Debtor is liable on the same Class 5 Claim, the holder of such claim shall be paid no more than $500 on account of such Claim and such payment shall be in full satisfaction of all Debtors' liability on such Claim. Each holder of an Allowed Unsecured Claim(s) that is $500 or less, or that is more than $500, but the holder of which elects on the Ballot to have its Allowed Unsecured Claim(s) reduced to $500 and treated as a single Allowed Class 5 Convenience Claim, shall receive, on the Effective Date or as soon thereafter as practicable, payment from the Debtors in cash in an amount equal to the lesser of $500 or the allowed amount of such DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 19 Claim(s). Creditors electing to reduce their Claims to $500 waive the remainder of their Claims and shall not be entitled to any other distribution in this Plan or from the Debtors. 4.6 CLASS 6 - UNSECURED NOTEHOLDER CLAIMS (a) CLASSIFICATION: Class 6 consists of all Allowed Unsecured Claims of Noteholders. Allowed Class 6 Claims shall be subclassified based on the Debtor(s) liable on such Claim. (b) TREATMENT: Class 6 is impaired and the holders of Allowed Claims in Class 6 are entitled to vote on the Plan. The holders of Allowed Class 6 Claims shall be entitled to vote their Claims in the Case of each Debtor that is liable on such Claim. Nevertheless, holders of Allowed Unsecured Claims in Class 6 (including each subclass of Class 6) shall receive a Pro Rata distribution of the Class 6 Stock Distribution based on the proportion that their Allowed Class 6 Claim (counted once only) bears to all Allowed Class 6 Claims (with each Allowed Class 6 Claim counted only once) and such distribution shall be in full satisfaction of all Debtors' liability on such Claim. 4.7 CLASS 7 - OTHER UNSECURED CLAIMS 4.7.1 CLASS 7A (a) CLASSIFICATION: Class 7A consists of all Allowed Other Unsecured Claims against Kitty Hawk, Inc. (b) TREATMENT: Class 7A is impaired and the holders of Allowed Claims in Class 7A are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7A shall receive a Pro Rata distribution of the Class 7A Stock Distribution and the Class 7A Contingent Cash Distribution. Holders of Class 7A Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share.To the extent that a Class 7A Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7A Claimant's shares of New Common Stock, the number of the Class 7A Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7A Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.2 CLASS 7B (a) CLASSIFICATION: Class 7B consists of all Allowed Other Unsecured Claims against Cargo. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 20 (b) TREATMENT: Class 7B is impaired and the holders of Allowed Claims in Class 7B are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7B shall receive a Pro Rata distribution of the Class 7B Stock Distribution and the Class 7B Contingent Cash Distribution. Holders of Class 7B Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7B Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7B Claimant's shares of New Common Stock, the number of the Class 7B Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7B Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.3 CLASS 7C (a) CLASSIFICATION: Class 7C consists of all Allowed Other Unsecured Claims against Aircargo. (b) TREATMENT: Class 7C is impaired and the holders of Allowed Claims in Class 7C are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7C shall receive a Pro Rata distribution of the Class 7C Stock Distribution and the Class 7C Contingent Cash Distribution. Holders of Class 7C Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7C Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7C Claimant's shares of New Common Stock, the number of the Class 7C Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7C Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.4 CLASS 7D (a) CLASSIFICATION: Class 7D consists of all Allowed Other Unsecured Claims against International. (b) TREATMENT: Class 7D is impaired and the holders of Allowed Claims in Class 7D are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7D shall receive a Pro Rata distribution of the Class 7D Stock Distribution and the Class 7D Contingent Cash Distribution. Holders of Class 7D Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7D Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7D Claimant's shares of New Common Stock, the number of the Class 7D Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 21 total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7D Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.5 CLASS 7E (a) CLASSIFICATION: Class 7E consists of all Allowed Other Unsecured Claims against Charters. (b) TREATMENT: Class 7E is impaired and the holders of Allowed Claims in Class 7E are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7E shall receive a Pro Rata distribution of the Class 7E Stock Distribution and the Class 7E Contingent Cash Distribution. Holders of Class 7E Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7E Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7E Claimant's shares of New Common Stock, the number of the Class 7E Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7E Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.6 CLASS 7F (a) CLASSIFICATION: Class 7F consists of all Allowed Other Unsecured Claims against Longhorn Solutions. (b) TREATMENT: Class 7F is impaired and the holders of Allowed Claims in Class 7F are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7F shall receive a Pro Rata distribution of the Class 7F Stock Distribution and the Class 7F Contingent Cash Distribution. Holders of Class 7F Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7F Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7F Claimant's shares of New Common Stock, the number of the Class 7F Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7F Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.7 CLASS 7G (a) CLASSIFICATION: Class 7G consists of all Allowed Other Unsecured Claims against Aircraft Leasing. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 22 (b) TREATMENT: Class 7G is impaired and the holders of Allowed Claims in Class 7G are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7G shall receive a Pro Rata distribution of the Class 7G Stock Distribution and the Class 7G Contingent Cash Distribution. Holders of Class 7G Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7G Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7G Claimant's shares of New Common Stock, the number of the Class 7G Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7G Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.8 CLASS 7H (a) CLASSIFICATION: Class 7H consists of all Allowed Other Unsecured Claims against American International Travel. (b) TREATMENT: Class 7H is impaired and the holders of Allowed Claims in Class 7H are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7H shall receive a Pro Rata distribution of the Class 7H Stock Distribution and the Class 7H Contingent Cash Distribution. Holders of Class 7H Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7H Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7H Claimant's shares of New Common Stock, the number of the Class 7H Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7H Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.9 CLASS 7I (a) CLASSIFICATION: Class 7I consists of all Allowed Other Unsecured Claims against Flight One Logistics. (b) TREATMENT: Class 7I is impaired and the holders of Allowed Claims in Class 7I are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7I shall receive a Pro Rata distribution of the Class 7I Stock Distribution and the Class 7I Contingent Cash Distribution. Holders of Class 7I Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7I Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7I Claimant's shares of New Common Stock, the number of the Class 7I Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 23 total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7I Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.7.10 CLASS 7J (a) CLASSIFICATION: Class 7J consists of all Allowed Other Unsecured Claims against OK Turbines. (b) TREATMENT: Class 7J is impaired and the holders of Allowed Claims in Class 7J are entitled to vote on the Plan. Holders of Allowed Other Unsecured Claims in Class 7J shall receive a Pro Rata distribution of the Class 7J Stock Distribution and the Class 7J Contingent Cash Distribution. Holders of Class 7J Claims may elect by so indicating on their Ballot to have their New Common Stock redeemed by Reorganized Kitty Hawk from the Private Placement Proceeds at a price of $1.50 per share. To the extent that a Class 7J Claimant elects to have its New Common Stock redeemed and the Private Placement Proceeds are insufficient to redeem all of such Class 7J Claimant's shares of New Common Stock, the number of the Class 7J Claimant's shares that will be redeemed shall equal the product of (a) the Private Placement Proceeds divided by 1.5 (i.e. the total number of shares that can be redeemed) TIMES (b) the number of shares that the Class 7J Claimant wishes to redeem divided by the total number of shares of New Common Stock that all Claimants in Class 7A through 7J elect to redeem. 4.8 CLASS 8 - OLD COMMON STOCK (a) CLASSIFICATION: Class 8 consists of all Interests in Old Common Stock. (b) TREATMENT: Holders of Interests in Class 8 will receive no distribution under the Plan. and are deemed to have rejected the Plan. The Old Common Stock will be canceled on the Effective Date. 4.9 CLASS 9 - SECURITIES CLAIMS (a) CLASSIFICATION: Class 9 consists of all Allowed Securities Claims. (b) TREATMENT: Holders of Class 9 Claims shall be treated with the same priority as the Old Common Stock pursuant to Section 510(b) of the Code and will receive no distribution under the Plan. ARTICLE 5 ACCEPTANCE OR REJECTION OF THE PLAN 5.1 VOTING CLASSES. The holders of Claims in Classes 1, 2, 3,4, 5, 6 and 7 are impaired and shall be entitled to vote to accept or reject the Plan. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 24 5.2 PRESUMED REJECTION OF PLAN. The holders of Interests and Claims in Classes 8 and 9 are not being solicited to accept or reject the Plan and will be deemed to have rejected the Plan. ARTICLE 6 MANNER OF DISTRIBUTION OF PROPERTY UNDER THE PLAN 6.1 DISTRIBUTION PROCEDURES. Except as otherwise provided in the Plan, all distributions of Cash and other property shall be made by the Reorganized Debtor on the later of the Effective Date or the Allowance Date, or as soon thereafter as practicable. Distributions required to be made on a particular date shall be deemed to have been made on such date if actually made on such date or as soon thereafter as practicable. No payments or other distributions of property shall be made on account of any Claim or portion thereof unless and until such Claim or portion thereof is Allowed. 6.2 DISTRIBUTION OF NEW COMMON STOCK. The Reorganized Debtor shall distribute all of the New Common Stock to be distributed under the Plan. The initial distribution of New Common Stock on account of Allowed Claims shall be on the Effective Date or as soon thereafter as practicable. The Reorganized Debtor may employ or contract with other entities to assist in or perform the distribution of New Common Stock. On each Quarterly Surplus Distribution Date, the Reorganized Debtor shall distribute to holders of Allowed Class 6 and Class 7 Claims, in accordance with the terms of the Plan, all shares in the Class 6 Stock Reserve Surplus Account and the Class 7 Stock Reserve Surplus Account, PROVIDED HOWEVER, that if, in the Reorganized Debtor's judgment, the aggregate value of the shares remaining in the Class 6 Stock Reserve Surplus Account or the Class 7 Stock Reserve Surplus Account is less than can be economically distributed, the Reorganized Debtor may elect to hold such shares and distribute them on the next Quarterly Surplus Distribution Date. All distributions on account of Class 6 Claims shall be made by the Reorganized Debtor to the Indenture Trustee. The Reorganized Debtor shall pay all reasonable fees and expenses of the Indenture Trustee and/or the Depository Trust Corporation or Cede & Co. in acting as distribution agent as and when such fees and expenses become due without further order of the Bankruptcy Court. To the extent that a Class 6 Claim is a Disputed or undetermined Claim on the Effective Date, the distribution of New Common Stock allocable to the Disputed or undetermined portion of such Claim shall be deposited in the Class 6 Stock Reserve Account. To the extent that a Class 7 Claim is a Disputed or undetermined Claim on the Effective Date, the distribution of New Common Stock allocable to the Disputed or undetermined portion of such Claim shall be deposited in the Class 7 Stock Reserve Account. To the extent that a Class 6 or Class 7 Claim is Allowed after the Effective Date, the holder thereof shall be entitled to receive the New Common Stock reserved with respect to the Allowed amount of such Claim (including Shares representing distributions of Debtor's shares from the Class 6 Stock Reserve Surplus Account or the Class 7 Stock Reserve Surplus Account). DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 25 6.3 DISTRIBUTIONS BY INDENTURE TRUSTEE. Subject to any liens it may assert under the Indenture for the recovery of expenses, and subject to Section 6.4 below, the Indenture Trustee shall distribute to the record Noteholders, as appearing on the books and records of the Indenture Trustee on the Distribution Date, all cash and New Common Stock received by the Indenture Trustee under the Plan. In the event a record Noteholder is a depository or custodian for legal or beneficial owners of the Notes (such party being a "Custodian") and is unwilling to receive distributions on behalf of such owners of the Notes then the Indenture Trustee shall obtain from such Custodian a list of the parties for whom, as of the Distribution Date, it serves as custodian and/ depository and (i) the Indenture Trustee shall directly distribute to such owners of Notes their Pro Rata share of Cash received by the Indenture Trustee on Account of Class 2 Claims (subject to the lien of the Indenture Trustee) and (ii) the Indenture Trustee shall furnish to the Debtors such information as the Indenture Trustee has or may reasonably obtain that will permit the Debtors to issue New Common Stock to the owners of the Notes as appearing in the records of the Custodian, certificates for which the Debtors will forward directly to the owners. As of the close of business on the Distribution Date, the transfer ledgers with respect to the Senior Notes shall be closed and the Debtors, the Reorganized Debtor, and the Indenture Trustee shall have no obligation to recognize any transfer of the Senior Notes occurring thereafter. 6.4 SURRENDER AND CANCELLATION OF OLD SECURITIES. As a condition to receiving the New Securities distributable under the Plan, the record holders of Senior Notes shall surrender their Senior Notes, if held in certificate form, to the Indenture Trustee. When a holder surrenders its Senior Notes to the Trustee, the Indenture Trustee shall hold the instrument in "book entry only" until such instruments are canceled. Any holder of Senior Notes whose instrument has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering such instrument, deliver to the Indenture Trustee: (a) evidence satisfactory to the Indenture Trustee of the loss, theft, mutilation or destruction of such instrument, and (b) such security or indemnity that may be reasonably required by the Indenture Trustee to hold the Indenture Trustee harmless with respect to any such representation of the holder. Upon compliance with the preceding sentence, such holder shall, for all purposes under the Plan, be deemed to have surrendered such instrument. Any holder of a Senior Note which has not surrendered or have been deemed to surrender its Senior Notes within two years after the Effective Date, shall have its Claim as a holder of Senior Notes disallowed, shall receive no distribution on account of its Claim as a holder of Senior Notes, and shall be forever barred from asserting any Claim on account of its Senior Notes. Any New Common Stock issued and held for distribution on account of such disallowed claims of holders of Senior Notes shall be returned to the Reorganized Debtor and shall be deposited in the Stock Reserve Surplus Account. As of the Effective Date, all Senior Notes shall represent only the right to participate in the distributions provided in the Plan on account of such Senior Notes. 6.5 DISPUTED CLAIMS. Notwithstanding any other provisions of the Plan, no payments or distributions shall be made on account of any Disputed Claim until such Claim becomes an Allowed Claim, and then only to the extent that it becomes an Allowed Claim. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 26 6.6 MANNER OF PAYMENT UNDER THE PLAN. Cash payments made pursuant to the Plan shall be in U.S. dollars by checks drawn on a domestic bank selected by the Reorganized Debtor, or by wire transfer from a domestic bank, at Reorganized Debtor's option, except that payments made to foreign trade creditors holding Allowed Claims may be paid, at the option of Reorganized Debtor in such funds and by such means as are necessary or customary in a particular foreign jurisdiction. All distributions of Cash on account of Class 2 Claims shall be made to the Indenture Trustee. Upon receipt of such Cash, the Indenture Trustee shall distribute the cash as provided in Section 6.3. 6.7 DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS. (a) DELIVERY OF DISTRIBUTIONS IN GENERAL. Except as provided below in Section 6.7(b) for holders of undeliverable distributions, distributions to holders of Allowed Claims shall be distributed by mail as follows: (a) except in the case of the holder of a Senior Note, (1) at the addresses set forth on the respective proofs of claim filed by such holders; (2) at the addresses set forth in any written notices of address changes delivered to the Reorganized Debtor after the date of any related proof of claim; or (3) at the address reflected on the Schedule of Assets and Liabilities Filed by the Debtors if no proof of claim or proof of interest is Filed and the Reorganized Debtor have not received a written notice of a change of address; and (b) in the case of the holder of the Senior Notes, as provided in Sections 6.3 and 6.4 above. (b) UNDELIVERABLE DISTRIBUTIONS. (i) HOLDING AND INVESTMENT OF UNDELIVERABLE PROPERTY. If the distribution to the holder of any Claim other than the holder of Senior Notes is returned to the Reorganized Debtor as undeliverable, no further distribution shall be made to such holder unless and until the Reorganized Debtor is notified in writing of such holder's then current address. Subject to Section 7.8(b)(ii), undeliverable distributions shall remain in the possession of the Reorganized Debtor pursuant to this Section until such times as a distribution becomes deliverable. Unclaimed Cash (including interest, dividends and other consideration, if any, distributed on or received for undeliverable New Common Stock) shall be held in trust in a segregated bank account in the name of the Reorganized Debtor, for the benefit of the potential claimants of such funds, and shall be accounted for separately. Undeliverable New Common Stock shall be held in trust for the benefit of the potential claimants of such securities by the Reorganized Debtor in a number of shares sufficient to provide for the unclaimed amounts of such securities, and shall be accounted for separately. (ii) DISTRIBUTION OF UNDELIVERABLE PROPERTY AFTER IT BECOMES DELIVERABLE AND FAILURE TO CLAIM UNDELIVERABLE PROPERTY. Any holder of an Allowed Claim other than a holder of a Senior Note who does not assert a claim for an undeliverable distribution held by the Reorganized Debtor within one (1) year after the Effective Date shall no longer have any claim to or interest in such undeliverable distribution, and shall be forever barred from receiving any distributions under this Plan. In such cases, any New Common Stock shall be deposited in the Stock Reserve Surplus Account. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 27 6.8 DE MINIMIS DISTRIBUTIONS. No Cash payment of less than twenty-five dollars ($25.00) shall be made to any holder on account of an Allowed Claim unless a request therefor is made in writing to the Reorganized Debtor. 6.9 FAILURE TO NEGOTIATE CHECKS. Checks issued in respect of distributions under the Plan shall be null and void if not negotiated within 60 days after the date of issuance. Any amounts returned to the Reorganized Debtor in respect of such checks shall be held in reserve by the Reorganized Debtor. Requests for reissuance of any such check may be made directly to the Reorganized Debtor by the holder of the Allowed Claim with respect to which such check originally was issued. Any claim in respect of such voided check is required to be made before the second anniversary of the Effective Date. All Claims in respect of void checks and the underlying distributions shall be discharged and forever barred from assertion against the Reorganized Debtor and their property. 6.10 COMPLIANCE WITH TAX REQUIREMENTS. In connection with the Plan, to the extent applicable, the Reorganized Debtor shall comply with all withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. 6.11 SETOFFS. Unless otherwise provided in a Final Order or in this Plan, the Debtors may, but shall not be required to, set off against any Claim and the payments to be made pursuant to the Plan in respect of such Claim, any claims of any nature whatsoever the Debtors may have against the holder thereof or its predecessor, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such Claims the Debtors may have against such holder or its predecessor. 6.12 FRACTIONAL INTERESTS. The calculation of the percentage distribution of New Common Stock to be made to holders of certain Allowed Claims as provided elsewhere in this Plan may mathematically entitle the holder of such an Allowed Claim to a fractional interest in such New Common Stock. The number of shares of New Common Stock to be received by a holder of an Allowed Claim shall be rounded to the next lower whole number of shares. The total number of shares of New Common Stock to be distributed to a class of Claims shall be adjusted as necessary to account for the rounding provided for in this Section. No consideration shall be provided in lieu of the fractional shares that are rounded down and not issued. For purposes of applying this Section, the holders of Allowed Claims under or evidenced by Senior Notes shall, in the case of Senior Notes held in street name, mean the beneficial holders thereof as of the Distribution Date. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 28 ARTICLE 7 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 7.1 REJECTION OF ALL EXECUTORY CONTRACTS AND LEASES NOT ASSUMED. The Plan constitutes and incorporates a motion by the Debtors to reject, as of the Confirmation Date, all pre- petition executory contracts and unexpired leases to which the Debtors are a party, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to a Final Order, (ii) is the subject of a pending motion for authority to assume the contract or lease Filed by the Debtors prior to the Confirmation Date, or (iii) is identified in the Plan Supplement as an executory contract or lease that Debtors intend to assume. Assumption by any of the Debtors shall constitute assumption by the Reorganized Debtor as the successor to each of the Debtors. The filing of the Plan Supplement shall constitute a motion by Debtors to assume, effective on the Effective Date, the executory contracts and leases identified therein. With respect to leases and executory contracts not previously assumed, the Plan Supplement shall set forth a cure amount in accordance with section 365(b)(1) of the Bankruptcy Code for each unexpired lease and executory contract to be assumed. Unless the non-debtor parties timely object to such amount, the confirmation of the Plan shall constitute consent to the approval of the assumption of such executory contracts and unexpired leases and a determination that such cure amount is sufficient under section 365(b)(1) of the Bankruptcy Code. 7.2 CURE PAYMENTS. Any monetary defaults under each executory contract and unexpired lease to be assumed under the Plan in the amount either set forth in the Plan Supplement, motion to assume, or Final Order shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, either: (1) by payment by the Reorganized Debtor of the default amount in Cash on the Effective Date, or (2) on such other terms as agreed to by the Reorganized Debtor and the non-debtor parties to such executory contract or unexpired lease. In the event of a dispute regarding (i) the amount of any cure payments, (ii) the ability of the Reorganized Debtor to provide adequate assurance of future performance under the contract or lease to be assumed, or (iii) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made by the Reorganized Debtor following the entry of a Final Order resolving the dispute and approving assumption. 7.3 BAR DATE FOR FILING OF REJECTION CLAIMS. Any Claim for damages arising from the rejection under this Plan of an executory contract or unexpired lease must be Filed within thirty (30) days after the mailing of notice of Confirmation or be forever barred and unenforceable against the Debtors, the Estates, any of their affiliates and their properties and barred from receiving any distribution under this Plan. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 29 ARTICLE 8 MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN 8.1 EXIT FINANCING. On the Effective Date, the Reorganized Debtor shall enter into a loan agreement providing available funds in a sufficient amount, when combined with the Debtors' available resources, to fund the Reorganized Debtor's obligations under the Plan and to meet its ongoing business needs (the "Exit Financing"). Simultaneously with the closing of the Exit Financing transaction, the Reorganized Debtor will satisfy the Allowed Secured Claims of the Bank Group from Cash on hand and a portion of the proceeds of the Exit Financing, and the Bank Group shall, at the option of the Reorganized Debtor, either release its liens on the property of the Reorganized Debtor or assign the liens as directed by the Reorganized Debtor. The exit lender shall be granted a lien on assets of the Reorganized Debtor. 8.2 PRIVATE PLACEMENT. The Debtors shall use commercially reasonable efforts to sell up to five (5) million shares of New Common Stock through the Private Placement. The sale(s) will close on the Effective Date or as soon thereafter as possible. 8.3 MERGER OF CORPORATE ENTITIES. Prior to the Effective Date, Aircargo will form a wholly-owned subsidiary in Delaware, named Kitty Hawk Aircargo, Inc. On the Effective Date, American International Travel, Aircraft Leasing, Cargo, Charters, Flight One Logistics, International, Longhorn Solutions and OK Turbines will merge with and into Kitty Hawk, with Kitty Hawk being the surviving corporation in each of the mergers. In addition, Kitty Hawk Aircargo, Inc. (the Texas corporation) will merge with and into Kitty Hawk Aircargo, Inc. (the Delaware corporation), with Kitty Hawk Aircargo, Inc. (the Delaware corporation) being the surviving corporation in the merger. Immediately after the foregoing mergers, Kitty Hawk will merge with and into Kitty Hawk Aircargo, Inc. (the Delaware corporation), with Kitty Hawk Aircargo, Inc. (the Delaware corporation) being the surviving corporation in the merger. As a result of the mergers, Kitty Hawk Aircargo, Inc. (the Delaware corporation) will succeed to all of the assets, liabilities and rights of the Debtors. 8.4 BOARD OF DIRECTORS OF THE REORGANIZED DEBTOR. On the Effective Date, the existing directors of Kitty Hawk, Inc. shall be deemed removed from office pursuant to the operation of the Confirmation Order. On the Effective Date, the Reorganized Debtor will amend its bylaws to provide that the board of directors of the Reorganized Debtor shall be comprised of seven (7) members, five (5) of which shall be selected by the Noteholders and two (2) of which shall be selected by the Debtor. All such selections shall be by written designation filed as a Plan Document by the selecting Person. Any director not so selected on a timely basis shall be designated by the Debtor on the Confirmation Date, subject to approval of the Court. Such amended bylaws shall provide that all such directors shall serve for a one-year term and shall not be subject to removal other than for cause during the first year following the Effective Date. Such amended bylaws shall provide that thereafter directors shall be elected at annual meetings of the shareholders of the Reorganized Debtor in accordance with the bylaws of the Reorganized Debtor and applicable law. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 30 8.5 CANCELLATION OF OLD SECURITIES. On the Effective Date, all Old Securities shall be terminated and canceled, and the indenture or statements of resolution governing such Old Securities shall be rendered void except that, with respect to the powers of the Indenture Trustee, the Indenture for the Senior Notes shall remain in force and effect until all of the Noteholders' Wide Body Collateral has been liquidated and all distributions to Noteholders as provided in this Plan have been made. Notwithstanding the foregoing, such termination will not impair the rights and duties under such indenture as between Indenture Trustee and the beneficiaries of the trust created thereby including, but not limited to, the right of the Indenture Trustee to receive payment of its fees and expenses, to the extent not paid by the Company, from amounts distributable to holders of Senior Notes. 8.6 AUTHORIZATION AND ISSUANCE OF NEW COMMON STOCK. The Confirmation Order shall provide for the authorization of 65 million shares of stock in the Reorganized Debtor, of which 55 million shall be the New Common Stock (the issued and outstanding shares of the Reorganized Debtor). The remaining 10 million authorized shares shall be reserved and shall not be distributed without action by the Board of Directors selected in the manner described in Section 8.4 of this Plan. 8.7 REGISTRATION EXEMPTION FOR DEBTOR'S NEW COMMON STOCK DISTRIBUTED TO CREDITORS. The Confirmation Order shall provide that the distribution of the New Common Stock to holders of Allowed Claims pursuant to the Plan and the Amended Certificate of Incorporation shall be exempt from any and all federal, state and local laws requiring the registration of such security, to the extent provided by section 1145 of the Bankruptcy Code. 8.8 CHARTER AND BY-LAWS. The certificate of incorporation of the Reorganized Debtor shall read substantially as set forth in the Amended Certificate of Incorporation. The by-laws of the Reorganized Debtor shall read substantially as set forth in the Amended By-Laws. 8.9 CORPORATE ACTION. Upon entry of the Confirmation Order, the following shall be and be deemed authorized and approved in all respects: (i) the filing by the Reorganized Debtor of the Amended Certificate of Incorporation, (ii) the Amended By-Laws, (iii) the mergers contemplated by Section 8.3 hereof, and (iv) the issuance of the New Common Stock. On the Effective Date, or as soon thereafter as is practicable, the Reorganized Kitty Hawk shall file with the Secretary of State of the State of Delaware, in accordance with applicable state law, the Amended Certificate of Incorporation which shall conform to the provisions of the Plan and prohibit the issuance of non- voting equity securities. On the Effective Date, the matters provided under the Plan involving the capital and corporate structures and governance of the Reorganized Kitty Hawk, including the mergers effectuated pursuant to Section 8.3 hereof, shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to applicable state laws without any requirement of further action by the stockholders or directors of the Debtors or the Reorganized Kitty Hawk. On the Effective Date, the Reorganized Debtor shall be authorized and directed to take all necessary and appropriate actions to effectuate the transactions contemplated by the Plan and the Disclosure Statement in the name of and on behalf of the Reorganized Kitty Hawk. 8.10 RELEASE OF FRAUDULENT CONVEYANCE CLAIMS. On the Effective Date, in consideration of the compromise with the holders of the Senior Notes incorporated into this Plan and more fully DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 31 described in Section IV, 4, b (2) of the Disclosure Statement, which settlement results in a greater distribution to holders of Allowed Unsecured Claims that are not Noteholder Claims, Reorganized Kitty Hawk, on its own behalf and as representative of the Debtors' Estates, releases the Indenture Trustee and the Noteholders, their predecessors and successors in interest, from all claims, obligations, suits, judgments, damages, rights, causes of action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law or in equity, based in whole or in part on an allegation that any of the Debtors' obligations on the Senior Notes, including any guaranty liabilities, are avoidable or unenforceable. 8.11 OTHER RELEASES BY DEBTORS. (a) On the Effective Date, the Reorganized Debtor, on its own behalf and as representative of the Debtors' Estates, in consideration of services rendered in the Reorganization Case and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, releases unconditionally, and is hereby deemed to release unconditionally, each of the Released Officers and Directors from any and all claims, obligations, suits, judgments, damages, rights, causes of action and liabilities whatsoever (including, without limitation, those arising under the Code), whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part on any act, omission, transaction, event or other occurrence taking place before, on or after the Petition Date up to the Effective Date, in any way relating to the Debtors (before, on or after the Petition Date), the Reorganization Case, or the Plan; PROVIDED, HOWEVER, that the foregoing release shall not apply to any action or omission that constitutes actual fraud or criminal behavior and shall not apply to any claims or causes of action against Conrad Kalitta, the Kalitta Companies or any entity owned or controlled by either; PROVIDED FURTHER, HOWEVER, nothing in the Plan or the Confirmation Order shall constitute a release of any obligations, whether based on contract, statute or other applicable law, of present or former officers and directors of the Debtors in respect of the Debtors' confidential or proprietary information or of their agreements, obligations or undertakings not to engage in activities that are competitive with the Debtors' businesses. 8.12 RELEASE OF CLAIMS ARISING UNDER SECTIONS 544 THROUGH 551 OF THE BANKRUPTCY CODE. On the Effective Date, the Reorganized Debtor releases all claims against creditors arising under sections 544 through 551 of the Bankruptcy Code. 8.13 PRESERVATION OF RIGHTS OF ACTION. Except as otherwise provided in the Plan, or in any contract, instrument, release, or other agreement entered into in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, Reorganized Kitty Hawk shall retain and may enforce any claims, rights and causes of action that the Debtors or the Estates may hold against any entity, including, without limitation, any claims, rights or causes of action arising under Chapter 5 of the Bankruptcy Code or any similar provisions of state law, or any other statute or legal theory. The Reorganized Debtor shall retain and may enforce the rights of each of the Debtors to object to Claims on any basis; provided however, holders of Claims in Classes 5, 6 and 7 will not be subject to objections to claims solely based upon grounds contained in 11 U.S.C. ss. 502(d). The Reorganized Debtor may pursue those rights of action, as appropriate, in accordance with what is in the best interests of the Reorganized Debtor. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 32 8.14 OBJECTIONS TO CLAIMS. Except as otherwise provided for with respect to applications of professionals for compensation and reimbursement of expenses under Section 3.1(c)(ii) hereof, or as otherwise ordered by the Bankruptcy Court after notice and a hearing, objections to Claims, including Administrative Claims, shall be Filed and served upon the holder of such Claim or Administrative Claim not later than the later of (a) one hundred twenty (120) days after the Effective Date, and (b) one hundred twenty (120) days after a proof of claim or request for payment of such Administrative Claim is Filed, unless this period is extended by the Court. Such extension may occur ex parte. After the Effective Date, the Reorganized Debtor shall have the exclusive right to object to Claims. 8.15 RETIREE BENEFITS. On or after the Effective Date, pursuant to section 1129(a)(13) of the Bankruptcy Code, the Company will continue to pay all retiree benefits, as that term is defined in section 1114 of the Bankruptcy Code, at the level established pursuant to subsection (e)(1)(B) or (g) of section 1114, at any time prior to confirmation of the Plan, for the duration of the period the Debtors have obligated themselves to provide such benefits. 8.16 EXEMPTION FROM STAMP AND SIMILAR TAXES. The issuance and transfer of Debtors' New Common Stock as provided in this Plan shall not be taxed under any law imposing a stamp tax or similar tax in accordance with 11 U.S.C.ss. 1146(c). 8.17 CREDITORS' COMMITTEE. The Creditors' Committee shall continue after the Effective Date for the limited purpose of monitoring the Reorganized Debtor's prosecution and resolution of claim objections. The Creditors' Committee will be dissolved on the first anniversary of the Effective Date and all obligations and responsibilities of the members and professionals for the Creditors' Committee shall terminate. Fees for counsel to the Creditors' Committee during the period after the Effective Date shall be capped at $75,000. The Creditors' Committee's professionals will be limited to attorneys after the Effective Date. ARTICLE 9 CONDITIONS TO EFFECTIVENESS OF THE PLAN 9.1 CONDITIONS TO EFFECTIVENESS. Except as expressly waived by the Debtors, the following conditions must occur and be satisfied on or before the Effective Date: (a) the Confirmation Order shall have been signed by the Court and duly entered on the docket for the Reorganization Cases by the clerk of the Court in form and substance acceptable to the Debtors; (b) the Confirmation Order shall have become an Effective Confirmation Order and not have been stayed, modified, reversed or amended; and (c) the Debtors have secured exit financing in a sufficient amount, when combined with the Debtors' available resources, to fund the Reorganized Debtor's obligations under the Plan and to meet its ongoing business needs. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 33 9.2 WAIVER OF CONDITIONS. The Debtors and any co-Plan proponent may waive the condition set forth in 9.1(b) and (c) at any time, without notice, without leave of or order of the Court, and without any formal action other than proceeding to consummate the Plan; provided however, that the Debtors may not waive the condition set forth in 9.1(c) without the consent of the Bank Group. 9.3 NO REQUIREMENT OF FINAL ORDER. So long as no stay is in effect, the Debtors' Effective Date of the Plan will occur notwithstanding the pendency of an appeal of the Confirmation Order or any Order related thereto. In that event, the Debtors or Reorganized Debtor may seek dismissal of any such appeal as moot following the Effective Date of the Plan. ARTICLE 10 EFFECTS OF PLAN CONFIRMATION 10.1 BINDING EFFECT. The Plan shall be binding upon all present and former holders of Claims and Equity Interests, and their respective successors and assigns, including the Reorganized Debtors. 10.2 MORATORIUM, INJUNCTION AND LIMITATION OF RECOURSE FOR PAYMENT. Except as otherwise provided in the Plan or by subsequent order of the Bankruptcy Court, the Confirmation Order shall provide, among other things, that from and after the Confirmation Date, all Persons or entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors are permanently enjoined from taking any of the following actions against the Estates, the Reorganized Debtors, the Creditors' Committee, the Indenture Trustee, and the Unofficial Noteholders' Committee or any of their property on account of any such Claims or Equity Interests: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtor other than through a proof of claim or adversary proceeding; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan; PROVIDED, HOWEVER, that nothing contained herein shall preclude such persons from exercising their rights pursuant to and consistent with the terms of this Plan. 10.3 EXCULPATION AND LIMITATION OF LIABILITY. None of the Indenture Trustee and any professional Persons retained by it; the Creditors' Committee and any professional Persons retained by it; the Unofficial Noteholders' Committee, its members and any professional Persons retained by it; the Debtors and the professional Persons employed by the Debtors; any of their affiliates nor any of their officers, directors, partners, associates, employees, members of agents (collectively, the "Exculpated Persons"), shall have or incur any liability to any person for any act taken or omission made in good faith in connection with or related to the Bankruptcy Cases or actions taken therein, including negotiating, formulating, implementing, confirming or consummating the Plan, the Disclosure Statement, or any contract, instrument, or other agreement or document created in connection with the Plan. The Exculpated Persons shall have no liability to any Creditors or Equity DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 34 Security Holders for actions taken under the Plan, in connection therewith or with respect thereto in good faith, including, without limitation, failure to obtain Confirmation of the Plan or to satisfy any condition or condition, or refusal to waive any condition or conditions, precedent to Confirmation or to the occurrence of the Effective Date. Further, the Exculpated Persons will not have or incur any liability to any holder of a Claim, holder of an Interest, or party-in-interest herein or any other Person for any act or omission in connection with or arising out of their administration of the Plan or the property to be distributed under the Plan, except for gross negligence or willful misconduct as finally determined by the Bankruptcy Court, and in all respect such person will be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. 10.4 REVESTING. On the Effective Date, the Reorganized Debtor will be vested with all the property of the respective estates of the Debtors free and clear of all Claims and other interests of creditors and equity holders, except as provided herein; provided, however, that the Debtors shall continue as debtors in possession under the Bankruptcy Code until the Effective Date, and, thereafter, the Reorganized Debtor may conduct its business free of any restrictions imposed by the Bankruptcy Code or the Court. 10.5 OTHER DOCUMENTS AND ACTIONS. The Debtors, the Debtors-In-Possession, and Reorganized Kitty Hawk may execute such documents and take such other action as is necessary to effectuate the transactions provided for in the Plan. 10.6 POST-CONSUMMATION EFFECT OF EVIDENCES OF CLAIMS OR INTERESTS. Senior Notes, Old Common Stock certificates, and other evidences of Claims against or Interests in the Debtors shall, effective upon the Effective Date, represent only the right to participate in the distributions contemplated by the Plan. 10.7 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided, all injunctions or stays provided for in the Reorganization Cases pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise and in effect on the Confirmation Date shall remain in full force and effect until the Effective Date. ARTICLE 11 CONFIRMABILITY OF PLAN AND CRAMDOWN The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code if any impaired class does not accept the Plan pursuant to section 1126 of the Bankruptcy Code. In that event, the Debtor reserves the right to modify the Plan to the extent, if any, that Confirmation of the Plan under section 1129(b) of the Bankruptcy Code requires modification. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 35 ARTICLE 12 RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Reorganization Case after the Effective Date as is legally permissible, including, without limitation, jurisdiction to: 12.1 Allow, disallow, determine, liquidate, classify or establish the priority or secured or unsecured status of or estimate any Claim or Interest, including, without limitation, the resolution of any request for payment of any Administrative Claim or Indenture Trustee Expenses and the resolution of any and all objections to the allowance or priority of Claims or Interests; 12.2 Grant or deny any and all applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; 12.3 Resolve any motions pending on the Effective Date to assume, assume and assign or reject any executory contract or unexpired lease to which the Debtors are parties or with respect to which the Debtors may be liable and to hear, determine and, if necessary, liquidate, any and all Claims arising therefrom; 12.4 Ensure that distributions to holders of Allowed Claims and Allowed Interests are accomplished pursuant to the provisions of the Plan; 12.5 Decide or resolve any and all applications, motions, adversary proceedings, contested or litigated matters and any other matters or grant or deny any applications involving the Debtors that may be pending on the Effective Date or that may be brought by the Debtors after the Effective Date, including Claims arising under Chapter 5 of the Bankruptcy Code; 12.6 Enter such Orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan or the Disclosure Statement; 12.7 Resolve any and all controversies, suits or issues that may arise in connection with the consummation, interpretation or enforcement of the Plan or any entity's obligations incurred in connection with the Plan; 12.8 Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code, or to modify the Disclosure Statement or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court Order, the Plan, the Disclosure Statement or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement, in such manner as may be necessary or appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code; DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 36 12.9 Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation or enforcement of the Plan; 12.10 Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated; 12.11 To hear and determine such other matters as may be provided for in the Confirmation Order confirming this Plan or as may be permitted under the Bankruptcy Code and to issue such orders in aid of execution of the Plan to the extent authorized by section 1142 of the Bankruptcy Code, including using Bankruptcy Rule of Procedure 7070; and 12.12 Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other agreement or document created in connection with the Plan or the Disclosure Statement; 12.13 To enter orders approving the sale of the Noteholders' Wide Body Collateral and the Engines and confirming that the purchaser receives title free and clear of all liens, claims and other encumbrances that existed prior to the entry of the Confirmation Order and the occurrence of the Effective Date including adjudicating the value of the Wide Body Collateral and Engines, provided that no adjudication of such values shall alter the treatment under this Plan of the Claims of Noteholders. 12.14 Enter an order concluding the Reorganization Case. If the Bankruptcy Court abstains from exercising jurisdiction or is otherwise without jurisdiction over any matter arising out of the Reorganization Case, including, without limitation, the matters set forth in this Article, this Article shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 FRACTIONAL DOLLARS. Any other provision of the Plan notwithstanding, no payments of fractions of dollars will be made to any holder of an Allowed Claim. Whenever any payment of a fraction of a dollar to any holder of an Allowed Claim would otherwise be called for, the actual payment made will reflect a rounding of such fraction to the nearest whole dollar (up or down). 13.2 MODIFICATION OF PLAN. The Debtors reserve the right, in accordance with the Bankruptcy Code, to amend or modify the Plan prior to the entry of the Confirmation Order. After the entry of the Confirmation Order, the Reorganized Debtor may, upon order of the Court, amend or modify the Plan in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 37 or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan. 13.3 WITHDRAWAL OF PLAN. The Debtors reserve the right, at any time prior to entry of the Confirmation Order, to revoke or withdraw the Plan. If the Debtors revoke or withdraw the Plan under this Section 13.3 or if the Effective Date does not occur, then the Plan shall be deemed null and void. In that event, nothing contained in the Plan shall be deemed to constitute a waiver or release of any Claims by or against the Debtors or any other person, or to prejudice in any manner the rights of the Debtors or any other person in any further proceedings involving the Debtors. 13.4 GOVERNING LAW. Except to the extent the Bankruptcy Code, the Bankruptcy Rules or the Delaware General Corporation Law are applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law thereof. 13.5 TIME. In computing any period of time prescribed or allowed by this Plan, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the clerk's office inaccessible, in which event the period runs until the end of the next day which is not one of the aforementioned days. When the period of time prescribed or allowed is less than eight days, intermediate days that are not Business Days shall be excluded in the computation. 13.6 PAYMENT DATES. Whenever any payment to be made under the Plan is due on a day other than a Business Day, such payment will instead be made, without interest, on the next Business Day. 13.7 HEADINGS. The headings used in this Plan are inserted for convenience only and neither constitute a portion of the Plan nor in any manner affect the provisions of the Plan. 13.8 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity. 13.9 SEVERABILITY OF PLAN PROVISIONS. If prior to Confirmation any term or provision of the Plan which does not govern the treatment of Claims or Interests or the conditions of the Effective Date, is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 38 may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 13.10 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by the Debtors with respect to any matter set forth herein, including, without limitation, liability on any Claim or the propriety of any Claims classification. DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 39 Dated: November 22, 2000.
KITTY HAWK, INC. OK TURBINES, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - -------------------------------------------------------- -------------------------------------------------------- By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK AIRCARGO, INC. LONGHORN SOLUTIONS, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ----------------------------------------------------------- --------------------------------------------------------- By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK CHARTERS, INC. AIRCRAFT LEASING, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ----------------------------------------------------------- --------------------------------------------------------- By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK INTERNATIONAL, INC. AMERICAN INTERNATIONAL TRAVEL, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ----------------------------------------------------------- --------------------------------------------------------- By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK CARGO, INC. FLIGHT ONE LOGISTICS, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ------------------------------------------------------------ ---------------------------------------------------------- By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer
DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000
Robert D. Albergotti John D. Penn Sarah B. Foster State Bar No. 00969800 State Bar No. 15752300 State Bar No. 07297500 Haynes and Boone, LLP Haynes and Boone, LLP Haynes and Boone, LLP 901 Main Street, Suite 3100 201 Main Street, Suite 2200 600 Congress Ave., Suite 1600 Dallas, Texas 75202 Fort Worth, Texas 76102 Austin, Texas 78701 Tel. No. (214) 651-5000 Direct Tel. No. (817) 347-6610 Tel. No. (512) 867-8400 Fax No. (214) 651-5940 Direct Fax No. (817) 348-2300 Fax No. (512) 867-8470
/S/ JOHN D. PENN - -------------------------------------------- Robert D. Albergotti (No. 00969800) John D. Penn (No. 15752300) Sarah B. Foster (No. 07297500) COUNSEL TO THE DEBTORS AND THE DEBTORS-IN-POSSESSION DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 EXHIBIT A TO DEBTORS' JOINT PLAN OF REORGANIZATION "Engines" includes all engines described in the Indenture and the supplements thereto and the following engines: A. Pratt & Whitney JT9D-7 Engines 662223, 662384, 662450, 662514, 685610, 685872, 689459, 689470, 701654, 701651, 701701 B. Rolls Royce RB211-524 Engines 14501, 14510, 14520, 14541, 14544, 14572, 14575 DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 EX-99.2 3 0003.txt EXHIBIT 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION IN RE: ss. Chapter 11 ss. KITTY HAWK, INC., ss. CASE NO. 400-42141-BJH-11 KITTY HAWK AIRCARGO, INC., ss. CASE NO. 400-42142-BJH-11 KITTY HAWK CHARTERS, INC., ss. CASE NO. 400-42143-BJH-11 KITTY HAWK INTERNATIONAL, INC., ss. CASE NO. 400-42144-BJH-11 KITTY HAWK CARGO, INC., ss. CASE NO. 400-42145-BJH-11 OK TURBINES, INC., ss. CASE NO. 400-42146-BJH-11 LONGHORN SOLUTIONS, INC., ss. CASE NO. 400-42147-BJH-11 AIRCRAFT LEASING, INC., ss. CASE NO. 400-42148-BJH-11 AMERICAN INTERNATIONAL ss. CASE NO. 400-42149-BJH-11 TRAVEL, INC., AND ss. FLIGHT ONE LOGISTICS, INC. ss. CASE NO. 400-42069-BJH-11 ss. Debtors. ss. Jointly Administered under ss. Case No. 400-42141 - -------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C. SS. 1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 - -------------------------------------------------------------------------------- THIS SUPPLEMENTAL DISCLOSURE HAS BEEN PREPARED BY THE DEBTORS IDENTIFIED ABOVE (COLLECTIVELY, THE "DEBTORS," OR "KITTY HAWK") AND DESCRIBES THE AMENDMENTS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION DATED OCTOBER 10, 2000 (AS AMENDED, THE "AMENDED PLAN"). ANY TERM USED IN THIS SUPPLEMENTAL DISCLOSURE THAT IS NOT DEFINED HEREIN HAS THE MEANING ASCRIBED TO THAT TERM IN THE AMENDED PLAN. A COPY OF THE AMENDED PLAN IS INCLUDED HEREIN BEHIND THE SUPPLEMENTAL DISCLOSURE. Dated: November 22, 2000
Robert D. Albergotti John D. Penn Sarah B. Foster State Bar No. 00969800 State Bar No. 15752300 State Bar No. 07297500 Haynes and Boone, LLP Haynes and Boone, LLP Haynes and Boone, LLP 901 Main Street, Suite 3100 201 Main Street, Suite 2200 600 Congress Ave., Suite 1600 Dallas, Texas 75202 Fort Worth, Texas 76102 Austin, Texas 78701 Tel. No. (214) 651-5000 Direct Tel. No. (817) 347-6610 Tel. No. (512) 867-8400 Fax No. (214) 651-5940 Direct Fax No. (817) 348-2300 Fax No. (512) 867-8470
COUNSEL TO THE DEBTORS AND THE DEBTORS-IN-POSSESSION SUPPLEMENTAL DISCLOSURE TO HOLDERS OF SENIOR NOTES A. THE TREATMENT OF CLASS 6 HAS BEEN CHANGED AND THIS SUPPLEMENTAL DISCLOSURE IS DESIGNED TO ASSIST YOU IN DECIDING IF YOU WOULD LIKE TO CHANGE YOUR VOTE. On October 16, 2000, the Debtors mailed a Solicitation Package to you which contained the Debtors' Joint Plan of Reorganization Dated October 10, 2000 (the "Plan"), the Debtors' Final Disclosure Statement Under 11 U.S.C. ss.1125 In Support of the Debtors' Joint Plan of Reorganization Dated October 10, 2000 (the "Final Disclosure Statement"), Ballots for voting on the Plan, the Order (i) Approving Final disclosure Statement; (ii) Setting Date for Confirmation Hearing and Fixing Deadlines for Voting On and Objecting to the Plan: and (iii) Establishing and Approving Procedures Relating to the Solicitation of Acceptances and Rejections of the Plan, a Notice reiterating certain deadlines, and a letter from the Creditors' Committee urging unsecured creditors to reject the Plan. On or before November 14, 2000, each creditor receiving this Supplemental Disclosure voted to accept the Plan. On November 17, 2000, the Creditors' Committee, the Unofficial Noteholders' Committee and the Debtors reached an agreement to modify the Plan to provide more favorable treatment to unsecured creditors other than the Noteholders. The Creditors' Committee has agreed to support confirmation of the Plan so long as it is amended to (i) distribute more of the stock of Reorganized Kitty Hawk (20% versus 15%) to the general unsecured creditors in Class 7; (ii) distribute 80% (RATHER THAN 85%) of the stock of Reorganized Kitty Hawk to the Noteholders; (iii) provide for a payment of $1.5 million on December 31, 2003 to Class 7 if the Class 7 Allowed Claims are more than $85 million and an additional payment of $1.5 million on December 31, 2004 if the Class 7 Allowed Claims are more than $90 million; (iv) release all preference claims and other claims arising under sections 544 through 551 of the Bankruptcy Code; and (v) keep the Official Committee of Unsecured Creditors in place for a year after the Effective Date to monitor the Debtor's claim objection and resolution process. Because these changes affect the treatment of Class 6 creditors, you, as a Class 6 creditor who voted to accept the Plan, are being asked to indicate whether you wish to change your vote. To change your vote, you must return a new ballot. IF YOU DO NOT RETURN A NEW BALLOT (OR BALLOTS), YOUR PRIOR ACCEPTANCE WILL STAND. THE DEBTORS REQUEST THAT ALL CLASS 6 CREDITORS RETURN BALLOTS CONFIRMING THEIR PRIOR VOTE. This Supplemental Disclosure is designed to generally inform you of the changes in the Amended Plan, a copy of which accompanies this Supplemental Disclosure, and to solicit your acceptance of the Amended Plan. B. CHANGES INCORPORATED IN THE AMENDED PLAN The Amended Plan provides more favorable treatment to Class 7, which is the Class of holders of Other Unsecured Claims. First, the Amended Plan increases to 20% the percentage of the SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 2 stock in the Reorganized Debtor that will be distributed, pro rata, to holders of Allowed Class 7 Claims. As discussed in the Final Disclosure Statement, the Plan incorporates a compromise of causes of action that the Debtors might assert against the Noteholders. The Creditors' Committee believed that the compromise was not fair to Class 7 because it did not give Class 7 enough in return for the Debtors' release of its claims against the Noteholders. The Debtors and the Creditors' Committee disagreed about the merits of the claims being released. The claims are discussed in the Final Disclosure Statement beginning on page 18. In response to negotiations with the Creditors' Committee, the Debtors and the Unofficial Noteholders' Committee (whose members hold large Class 6 claims) agreed to increase from 15% to 20% the percentage of stock that would be distributed to Class 7. The Unofficial Noteholders' Committee also agreed that the Plan should be amended to require the Reorganized Debtor to pay $1.5 million, pro rata, to holders of Allowed Class 7 Claims on December 31, 2003 if the total Allowed Class 7 Claims exceed $85 million and to make an additional payment of $1.5 million on December 31, 2004 if the Allowed Class 7 Claims exceed $90 million. The Creditors' Committee agreed to support confirmation of the Plan with these changes and the others described below. In the Amended Plan, the Debtors release all preference claims as well as all other claims under sections 544 through 551 of the Bankruptcy Code. This release assures trade creditors that the Reorganized Debtor will NOT sue them to recover payments made by the Debtors in the ninety (90) days preceding the filing of the Bankruptcy Cases. The Amended Plan keeps the Creditors' Committee in existence after the Effective Date to monitor the claims objection and resolution process. The Creditors' Committee will continue to have counsel, although counsel's fees will be limited to $75,000. The Creditors' Committee's continuing role assures that the Reorganized Debtor will object to claims that are overstated or to which the Debtors have good defenses. The Debtors believe that the compromise incorporated in the Amended Plan will facilitate the prompt confirmation of the Amended Plan and the preservation of the Debtors' value for the benefit of the Class 6 and Class 7 creditors who will become the owners of Reorganized Kitty Hawk. The Debtors urge all holders of Class 6 Claims to confirm their vote to accept the Amended Plan. C. HEARING ON CONFIRMATION OF THE AMENDED PLAN The Bankruptcy Court set DECEMBER 20, 2000 AT 1:15 P.M. DALLAS, TEXAS TIME, as the time and date for the hearing (the "Confirmation Hearing") to determine whether the Amended Plan has been accepted by the requisite number of Creditors and whether the other requirements for Confirmation of the Plan have been satisfied. Once commenced, the Confirmation Hearing may be adjourned or continued by announcement in open court with no further notice. Holders of Claims in Class 6 may change their ballots by voting in accordance with the procedures set forth in Section D of this Supplemental Disclosure. The Debtors have elected not to resolicit the holders of Claims in Class 7 because doing so would delay confirmation. The Debtors have stipulated that Class 7 has rejected the Amended Plan and intend to seek confirmation of the Amended Plan, or a modification SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 3 thereof, under section 1129(b) of the Bankruptcy Code (commonly referred to as a "cramdown"). D. RETURNING BALLOTS 1. BALLOT RECORD DATE Pursuant to Bankruptcy Rule 3017(d), September 19, 2000 is the "Ballot Record Date" for determining which Noteholders may be entitled to vote to accept or reject the Plan. Only holders of record of Senior Notes on that date are entitled to cast ballots. 2. SPECIAL PROCEDURES FOR BALLOTS OF HOLDERS OF SENIOR NOTES Each record holder and each bank, agent, broker or other nominee who holds 9.95% Senior Notes due 2004 of Kitty Hawk, Inc. in its name (the "Nominal Holder" or "Nominee") that previously voted on behalf of or prevalidated ballots for a beneficial holder or holders of Senior Notes should be receiving Resolicitation Packages for distribution to the appropriate beneficial holders. A Nominee shall, upon receipt of the Resolicitation Packages, forward the Resolicitation Packages to the beneficial owners so that such beneficial security holders may vote on the Plan pursuant to Code section 1126. The Debtors shall provide for reimbursement, as an administrative expense, of all the reasonable expenses of Nominal Holders in distributing the Resolicitation Packages to said beneficial security holders. Nominal Holders will have two options for obtaining the votes of beneficial owners of securities, consistent with usual customary practices for obtaining the votes of securities held in street name: (i) the Nominal Holder may prevalidate the individual ballot contained in the Resolicitation Package (by indicating that the record holders of the securities voted, and the appropriate account numbers through which the beneficial owner's holdings are derived) and then forward the Resolicitation Package to the beneficial owner of the securities, which beneficial owner will then indicate its acceptance or rejection of the Plan on the ballot, and then return the individual ballot directly to the SOLICITATION AGENT in the return envelope to be provided in the Resolicitation Package, or (ii) the Nominal Holder may forward the Resolicitation Package to the beneficial owner of the securities for voting along with a return envelope provided by and addressed to the NOMINAL HOLDER, with the beneficial owner then returning the individual ballot to the Nominal Holder, the Nominal Holder will subsequently summarize the votes, including, at a minimum, the number of beneficial holders voting to accept and to reject the Plan who submitted ballots to the Nominal Holder and the amount of such securities so voted, in an affidavit (the "Affidavit of Voting Results"), and then return the Affidavit of Voting Results to the Solicitation Agent. By submitting an Affidavit of Voting Results, each such Nominal Holder certifies that the Affidavit of Voting Results accurately reflects votes and choices reflected on the ballots received from beneficial owners holding such securities as of the Ballot Record Date. Pursuant to 28 U.S.C.ss.ss.157 and 1334, 11 U.S.C.ss.105, and Bankruptcy Rule 1007(i) and (j), the Nominees shall maintain the individual ballots of its beneficial owners and evidence of authority to vote on behalf of such beneficial owners. No such ballots shall be destroyed or SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 4 otherwise disposed of or made unavailable without such action first being approved by prior order of the Bankruptcy Court. 3. DEADLINE FOR SUBMITTING BALLOTS BALLOTS MUST BE SUBMITTED TO (A) THE SOLICITATION AGENT, OR (B) ALTERNATIVELY, TO THE NOMINAL HOLDERS, AND MUST ACTUALLY BE RECEIVED BY EITHER OF THOSE PERSONS, WHETHER BY MAIL, DELIVERY, OR FACSIMILE, BY DECEMBER 14, 2000 AT 5:00 P.M. DALLAS, TEXAS TIME (THE "BALLOT RETURN DATE"). ANY BALLOTS RECEIVED AFTER THAT TIME WILL NOT BE COUNTED. ANY BALLOT WHICH IS NOT EXECUTED BY A PERSON AUTHORIZED TO SIGN SUCH BALLOT WILL NOT BE COUNTED. IN THE EVENT THAT BALLOTS ARE SUBMITTED TO THE NOMINEES, AFFIDAVITS OF VOTING RESULTS REQUIRED OF THE NOMINEES MUST BE RECEIVED BY THE SOLICITATION AGENT WITHIN ONE (1) BUSINESS DAY AFTER THE BALLOT RETURN DATE, BUT MAY BE SENT BY FACSIMILE TRANSMISSION, PROVIDED THAT AN ORIGINAL, SIGNED AFFIDAVIT OF VOTING RESULTS IS RECEIVED BY THE SOLICITATION AGENT WITHIN TWO (2) BUSINESS DAYS OF THE BALLOT RETURN DATE. IF YOU HAVE ANY QUESTIONS REGARDING THE PROCEDURES FOR VOTING ON THE AMENDED PLAN, CONTACT THE SOLICITATION AGENT OR IAN PECK, HAYNES AND BOONE, LLP, 901 MAIN STREET, SUITE 3100, DALLAS, TEXAS 75202, TELEPHONE (214) 651-5000, TELECOPY (214) 651-5940. APPROVAL BY BANKRUPTCY COURT THIS SUPPLEMENTAL DISCLOSURE WAS APPROVED BY THE BANKRUPTCY COURT ON NOVEMBER 22, 2000. Such approval is required by the Bankruptcy Code and does not constitute a judgment by the Bankruptcy Court as to the desirability of the Plan, or as to the value or suitability of any consideration offered thereunder. Such approval does indicate, however, that the Bankruptcy Court has determined that the Supplemental Disclosure meets the requirements of section 1125 of the Bankruptcy Code and contains adequate information to permit the holders of Allowed Class 6 Claims to make an informed judgment regarding acceptance or rejection of the Amended Plan. This Supplemental Disclosure should be read in conjunction with the Final Disclosure Statement. This Supplemental Disclosure supplements the Final Disclosure Statement to reflect changes included in the Amended Plan. The Final Disclosure Statement includes important information not included in this Supplemental Disclosure. If you have misplaced the Final Disclosure Statement previously sent to you, you may print a copy of the Final Disclosure Statement off of the World Wide Web by accessing www.haynesboone.com/kittyhawk or you may request a copy from Ian Peck, Haynes and Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202, Telephone (214) 651-5000, Telecopy (214) 651-5940. THE APPROVAL BY THE BANKRUPTCY COURT OF THIS SUPPLEMENTAL DISCLOSURE DOES NOT CONSTITUTE AN ENDORSEMENT BY THE BANKRUPTCY COURT OF THE AMENDED PLAN OR A GUARANTEE OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN. THE MATERIAL HEREIN CONTAINED IS INTENDED SOLELY FOR THE USE OF CREDITORS OF THE DEBTORS IN EVALUATING THE AMENDED PLAN AND VOTING TO ACCEPT OR REJECT THE AMENDED PLAN AND, ACCORDINGLY, SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 5 MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN THE DETERMINATION OF HOW TO VOTE ON THE AMENDED PLAN. THE DEBTORS' REORGANIZATION PURSUANT TO THE AMENDED PLAN IS SUBJECT TO NUMEROUS CONDITIONS AND VARIABLES AND THERE CAN BE NO ABSOLUTE ASSURANCE THAT THE AMENDED PLAN, AS CONTEMPLATED, WILL BE EFFECTUATED. THE DEBTORS BELIEVE THAT THE AMENDED PLAN AND THE TREATMENT OF CLAIMS THEREUNDER IS IN THE BEST INTERESTS OF CREDITORS, AND URGE THAT YOU VOTE TO ACCEPT THE AMENDED PLAN. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 6
Dated: November 22, 2000. KITTY HAWK, INC. OK TURBINES, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ------------------------------------------------------ ------------------------------------------------------ By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK AIRCARGO, INC. LONGHORN SOLUTIONS, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ------------------------------------------------------ ------------------------------------------------------ By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK CHARTERS, INC. AIRCRAFT LEASING, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ------------------------------------------------------ ------------------------------------------------------ By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK INTERNATIONAL, INC. AMERICAN INTERNATIONAL TRAVEL, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J. REEVES - ------------------------------------------------------ ------------------------------------------------------ By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer KITTY HAWK CARGO, INC. FLIGHT ONE LOGISTICS, INC. Debtor and Debtor-In-Possession Debtor and Debtor-In-Possession /S/ TILMON J. REEVES /S/ TILMON J.REEVES - ------------------------------------------------------- ------------------------------------------------------ By: Tilmon J. Reeves By: Tilmon J. Reeves Its: Chief Executive Officer Its: Chief Executive Officer
SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 7
OK TURBINES, INC. Robert D. Albergotti John D. Penn Sarah B. Foster State Bar No. 00969800 State Bar No. 15752300 State Bar No. 07297500 Haynes and Boone, LLP Haynes and Boone, LLP Haynes and Boone, LLP 901 Main Street, Suite 3100 201 Main Street, Suite 2200 600 Congress Ave., Suite 1600 Dallas, Texas 75202 Fort Worth, Texas 76102 Austin, Texas 78701 Tel. No. (214) 651-5000 Direct Tel. No. (817) 347-6610 Tel. No. (512) 867-8400 Fax No. (214) 651-5940 Direct Fax No. (817) 348-2300 Fax No. (512) 867-8470
/S/ ROBERT D. ALBERGOTTI - ------------------------------ Robert D. Albergotti (No. 00969800) John D. Penn (No. 15752300) Sarah B. Foster (No. 07297500) COUNSEL TO THE DEBTORS AND THE DEBTORS-IN-POSSESSION SUPPLEMENTAL DISCLOSURE UNDER 11 U.S.C.SS.1125 IN SUPPORT OF THE DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 8 EX-99.3 4 0004.txt EXHIBIT 99.3
Robert D. Albergotti John D. Penn Sarah B. Foster State Bar No. 00969800 State Bar No. 15752300 State Bar No. 07297500 Haynes and Boone, LLP Haynes and Boone, LLP Haynes and Boone, LLP 901 Main Street, Suite 3100 201 Main Street, Suite 2200 600 Congress Ave., Suite 1600 Dallas, Texas 75202 Fort Worth, Texas 76102 Austin, Texas 78701 Tel. No. (214) 651-5000 Tel. No. (817) 347-6610 Tel. No. (512) 867-8400 Fax No. (214) 651-5940 Fax No. (817) 348-2300 Fax No. (512) 867-8470
ATTORNEYS FOR DEBTORS IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION IN RE: ss. Chapter 11 ss. KITTY HAWK, INC., et. al ss. Case No. 400-42069-BJH and ss. Case Nos. 400-42141 through Debtors ss. Case No. 400-42149 ss. ss. JOINTLY ADMINISTERED UNDER ss. CASE NO. 400-42141-BJH ss. --------------------------------------------- PLAN SUPPLEMENT FOR DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 --------------------------------------------- Kitty Hawk, Inc., Kitty Hawk Aircargo, Inc., Kitty Hawk Charters, Inc., Kitty Hawk International, Inc., Kitty Hawk Cargo, Inc., OK Turbines, Inc., Longhorn Solutions, Inc., Aircraft Leasing, Inc., American International Travel, Inc., and Flight One Logistics, Inc. (collectively the "Debtors") as debtors and debtors-in-possession, proposed this an Amended Joint Plan of Reorganization ("Plan") pursuant to section 1121(a) of Title 11 of the United States Code for the PLAN SUPPLEMENT FOR DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 1 resolution of the Debtors' outstanding creditor claims and equity interests. By this document, the Debtors file this, their Plan Supplement, and in support thereof represents: 1. The Plan provides the following regarding the Plan Supplement: 1.95 "PLAN SUPPLEMENT" means the documents including the forms of the Amended By-Laws, Amended Certificate of Incorporation, as well as a list of the executory contracts and unexpired leases to be assumed pursuant to the Plan, which shall be contained in a separate Plan Supplement which shall be filed with the Clerk of the Bankruptcy Court at least fifteen (15) days prior to the date on which the Confirmation Hearing shall first commence or such shorter period as ordered by the Court. The Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during hours established therefor. Holders of Claims against and Equity Interests in the Debtors may obtain a copy of the Plan Supplement upon written request to the Debtors. The Plan Supplement is incorporated into and is a part of the Plan as if fully set forth herein. 2. The Plan also provides: 7.1 REJECTION OF ALL EXECUTORY CONTRACTS AND LEASES NOT ASSUMED. The Plan constitutes and incorporates a motion by the Debtors to reject, as of the Confirmation Date, all pre-petition executory contracts and unexpired leases to which the Debtors are a party, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to a Final Order, (ii) is the subject of a pending motion for authority to assume the contract or lease Filed by the Debtors prior to the Confirmation Date, or (iii) is identified in the Plan Supplement as an executory contract or lease that Debtors intend to assume. Assumption by any of the Debtors shall constitute assumption by the Reorganized Debtor as the successor to each of the Debtors. The filing of the Plan Supplement shall constitute a motion by Debtors to assume, effective on the Effective Date, the executory contracts and leases identified therein. With respect to leases and executory contracts not previously assumed, the Plan Supplement shall set forth a cure amount in accordance with section 365(b)(1) of the Bankruptcy Code for each unexpired lease and executory contract to be assumed. Unless the non-debtor parties timely object to such amount, the confirmation of the Plan shall constitute consent to the approval of the assumption of such executory contracts and unexpired leases and a determination that such cure amount is sufficient under section 365(b)(1) of the Bankruptcy Code. 7.2 CURE PAYMENTS. Any monetary defaults under each executory contract and unexpired lease to be assumed under the Plan in the amount either set forth in the Plan Supplement, motion to assume, or Final Order shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, either: (1) by payment by the Reorganized Debtor of the default amount in Cash on the Effective Date, or (2) on such other terms as agreed to by the Reorganized Debtor and the non-debtor parties to such executory contract or unexpired lease. In the event of a dispute regarding (i) the amount of any cure payments, (ii) the ability of the Reorganized Debtor to provide adequate assurance of future performance under the contract or lease to be assumed, or (iii) any other matter pertaining to assumption, the cure payments required by section PLAN SUPPLEMENT FOR DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 2 365(b)(1) of the Bankruptcy Code shall be made by the Reorganized Debtor following the entry of a Final Order resolving the dispute and approving assumption. 7.3 BAR DATE FOR FILING OF REJECTION CLAIMS. Any Claim for damages arising from the rejection under this Plan of an executory contract or unexpired lease must be Filed within thirty (30) days after the mailing of notice of Confirmation or be forever barred and unenforceable against the Debtors, the Estates, any of their affiliates and their properties and barred from receiving any distribution under this Plan. 3. As provided in the Plan, the Plan Supplement consists of the following: Exhibit "A" - Proposed Amended By-Laws and proposed Amended Certificate of Incorporation. Exhibit "B" - List of the executory contracts and unexpired leases to be assumed pursuant to the Plan. Copies of the Amended Plan, Disclosure Statement and Supplemental Disclosure are available at www.haynesboone.com/kittyhawk. 4. Parties with executory contracts or unexpired leases are advised that this Plan Supplement has been filed and that claims they might have against one or more Debtors will be affected by this amendment as described in ss.ss.7.1 - 7.3 of the Amended Plan (as reiterated above). PREMISES CONSIDERED, the Debtors file this Plan Supplement and request that all parties take appropriate notice thereof as it may affect their claims and rights, including rights in and to various executory contracts and unexpired leases. RESPECTFULLY SUBMITTED this 5th day of December, 2000. /S/ JOHN D. PENN -----------------------
Robert D. Albergotti John D. Penn Sarah B. Foster State Bar No. 00969800 State Bar No. 15752300 State Bar No. 07297500 Haynes and Boone, LLP Haynes and Boone, LLP Haynes and Boone, LLP 901 Main Street, Suite 3100 201 Main Street, Suite 2200 600 Congress Ave., Suite 1600 Dallas, Texas 75202 Fort Worth, Texas 76102 Austin, Texas 78701 Tel. No. (214) 651-5000 Tel. No. (817) 347-6610 Tel. No. (512) 867-8400 Fax No. (214) 651-5940 Fax No. (817) 348-2300 Fax No. (512) 867-8470
ATTORNEYS FOR DEBTORS PLAN SUPPLEMENT FOR DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION DATED NOVEMBER 22, 2000 Page 3 CERTIFICATE OF SERVICE The undersigned hereby certifies that a copy of the foregoing document was served upon: the parties listed on the attached Service List by first class mail on the 5th day of December, 2000. /S/ JOHN D. PENN Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 4 BYLAWS OF KITTY HAWK AIRCARGO, INC. A Delaware Corporation December __, 2000 Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 5 TABLE OF CONTENTS Page ARTICLE ONE: OFFICES 1.1 Registered Office and Agent 1.2 Other Offices ARTICLE TWO: MEETINGS OF STOCKHOLDERS 2.1 Annual Meeting 2.2 Special Meeting 2.3 Place of Meetings 2.4 Notice 2.5 Notice of Stockholder Business; Nomination of Director Candidates 2.6 Voting List 2.7 Quorum 2.8 Required Vote; Withdrawal of Quorum 2.9 Method of Voting; Proxies 2.10 Record Date 2.11 Conduct of Meeting 2.12 Inspectors ARTICLE THREE: DIRECTORS 3.1 Management 3.2 Number; Qualification; Election; Term 3.3 Change in Number 3.4 Vacancies 3.5 Meetings of Directors 3.6 First Meeting 3.7 Election of Officers 3.8 Regular Meetings 3.9 Special Meetings 3.10 Notice 3.11 Quorum; Majority Vote 3.12 Procedure 3.13 Presumption of Assent 3.14 Compensation ARTICLE FOUR: COMMITTEES 4.1 Designation 4.2 Number; Qualification; Term 4.3 Authority 4.4 Committee Changes 4.5 Alternate Members of Committees 4.6 Regular Meetings Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 6 4.7 Special Meetings 4.8 Quorum; Majority Vote 4.9 Minutes 4.10 Compensation 4.11 Responsibility ARTICLE FIVE: NOTICE 5.1 Method 5.2 Waiver ARTICLE SIX: OFFICERS 6.1 Number; Titles; Term of Office 6.2 Removal 6.3 Vacancies 6.4 Authority 6.5 Compensation 6.6 Chairman of the Board and Chief Executive Officer 6.7 President 6.8 Vice Presidents 6.9 Treasurer 6.10 Assistant Treasurers 6.11 Secretary 6.12 Assistant Secretaries ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS 7.1 Certificates for Shares 7.2 Replacement of Lost or Destroyed Certificates 7.3 Transfer of Shares 7.4 Registered Stockholders 7.5 Regulations 7.6 Legends ARTICLE EIGHT: MISCELLANEOUS PROVISIONS 8.1 Dividends 8.2 Reserves 8.3 Books and Records 8.4 Fiscal Year 8.5 Seal 8.6 Resignations 8.7 Securities of Other Corporations 8.8 Telephone Meetings 8.9 Action Without a Meeting 8.10 Invalid Provisions 8.11 Mortgages, etc. 8.12 Headings 8.13 References Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 7 BYLAWS OF KITTY HAWK AIRCARGO, INC. A DELAWARE CORPORATION PREAMBLE These bylaws ("bylaws") are subject to, and governed by, the General Corporation Law of the State of Delaware (the "Delaware Corporation Law") and the certificate of incorporation ("Certificate of Incorporation") of Kitty Hawk Aircargo, Inc., a Delaware corporation (the "Corporation"). In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Delaware Corporation Law or the provisions of the Certificate of Incorporation, such provisions of the Delaware Corporation Law or the Certificate of Incorporation, as the case may be, will be controlling. ARTICLE ONE: OFFICES 1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State of Delaware. 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the "Board of Directors") may from time to time determine or as the business of the Corporation may require. ARTICLE TWO: MEETINGS OF STOCKHOLDERS 2.1 Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may be properly brought before the meeting. 2.2 Special Meeting. A special meeting of the stockholders may be called by the Board of Directors pursuant to a resolution adopted by a majority of the members of the Board of Directors then serving, by the Chairman of the Board and Chief Executive Officer, or by any holder or holders of record of at least 25% of the outstanding shares of capital stock of the Corporation then entitled to vote on any matter for which the respective special meeting is being called. A special meeting shall be held on such date and at such time as shall be designated by the person(s) calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. Only such business shall be transacted at a special meeting as Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 8 may be stated or indicated in the notice of such meeting given in accordance with these bylaws or in a duly executed waiver of notice of such meeting. 2.3 Place of Meetings. An annual meeting of stockholders may be held at any place within or without the State of Delaware designated by the Board of Directors. A special meeting of stockholders may be held at any place within or without the State of Delaware designated in the notice of the meeting or a duly executed waiver of notice of such meeting. Meetings of stockholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein. 2.4 Notice. Written or printed notice stating the place, day, and time of each meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board and Chief Executive Officer, the Secretary, or the officer or person(s) calling the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is to be sent by mail, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. 2.5 Notice of Stockholder Business; Nomination of Director Candidates. (a) At annual meetings of the stockholders, only such business shall be conducted as shall have been brought before the meetings (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.5, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in this Section 2.5. (b) Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors may be made at a meeting of stockholders (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.5, who shall be entitled to vote for the election of directors at the meeting, and who complies with the notice procedures set forth in this Section 2.5. (c) A stockholder must give timely, written notice to the Secretary of the Corporation to nominate directors at an annual meeting pursuant to Section 2.5(b) hereof or to propose business to be brought before an annual or special meeting pursuant to clause (iii) of Section 2.5(a) hereof. To be timely in the case of an annual meeting, a stockholder's notice must be received at the principal executive offices of the Corporation not more than 180 days nor less Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 9 than 90 days before the first anniversary of the preceding year's annual meeting. To be timely in the case of a special meeting or in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, a stockholder's notice must be received at the principal executive offices of the Corporation no later than the close of business on the tenth day following the earlier of the day on which notice of the meeting date was mailed or public disclosure of the meeting date was made. For purposes of this Section 2.5(c), "public disclosure" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934. Such stockholder's notice shall set forth (i) with respect to each matter, if any, that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) with respect to each person, if any, whom the stockholder proposes to nominate for election as a director, all information relating to such person (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director) that is required under the Securities Exchange Act of 1934, as amended, (iii) the name and address, as they appear on the Corporation's records, of the stockholder proposing such business or nominating such persons (as the case may be), and the name and address of the beneficial owner, if any, on whose behalf the proposal or nomination is made, (iv) the class and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal or nomination is made, and (v) any material interest or relationship that such stockholder of record and/or the beneficial owner, if any, on whose behalf the proposal or nomination is made may respectively have in such business or with such nominee. At the request of the Board of Directors, any person nominated for election as a director shall furnish to the Secretary of the Corporation the information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. (d) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted, and no person shall be nominated to serve as a director, at an annual or special meeting of stockholders, except in accordance with the procedures set forth in this Section 2.5. The chairman of the meeting shall, if the facts warrant, determine that business was not properly brought before the meeting, or that a nomination was not made, in accordance with the procedures prescribed by these bylaws and, if he shall so determine, he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted and any defective nomination shall be disregarded. A stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.5. 2.6 Voting List. At least 10 days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporation's stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the Board of Directors, shall prepare a complete list of stockholders entitled to vote thereat, arranged in alphabetical order and showing the address of each stockholder and number of shares of capital stock registered in the name of each stockholder. For a period of 10 days prior to such meeting, such list shall be kept on file at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting or a duly executed waiver of notice of Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 10 such meeting or, if not so specified, at the place where the meeting is to be held and shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours. Such list shall be produced at such meeting and kept at the meeting at all times during such meeting and may be inspected by any stockholder who is present. 2.7 Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by law, the Certificate of Incorporation, or these bylaws. If a quorum shall not be present, in person or by proxy, at any meeting of stockholders, the stockholders entitled to vote thereat who are present, in person or by proxy (or, if no stockholder entitled to vote is present, any officer of the Corporation), may adjourn the meeting from time to time without notice other than announcement at the meeting (unless the Board of Directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be present, in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. 2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares of capital stock entitled to vote thereat who are present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of law, the Certificate of Incorporation, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question; provided, however, that the vote of the holders of a plurality of the outstanding shares of capital stock entitled to vote in the election of directors who are present, in person or by proxy, shall be required to effect elections of directors. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 2.9 Method of Voting; Proxies. Except as otherwise provided in the Certificate of Incorporation or by law, each outstanding share of capital stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Elections of directors need not be by written ballot. At any meeting of stockholders, every stockholder having the right to vote may vote either in person or by a proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law. 2.10 Record Date. For the purpose of determining stockholders entitled (a) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (b) to receive payment of Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 11 any dividend or other distribution or allotment of any rights, or (c) to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, for any such determination of stockholders, such date in any case to be not more than 60 days and not less than 10 days prior to such meeting nor more than 60 days prior to any other action. If no record date is fixed: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 2.11 Conduct of Meeting. The Chairman of the Board and Chief Executive Officer, if such office has been filled, and, if such office has not been filled or if the Chairman of the Board and Chief Executive Officer is absent or otherwise unable to act, the President shall preside at all meetings of stockholders. The Secretary shall keep the records of each meeting of stockholders. In the absence or inability to act of any such officer, such officer's duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these bylaws or by resolution adopted by the Board of Directors, or if no officer has been given such authority, by some person appointed at the meeting. 2.12 Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count, and tabulate all votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 12 ARTICLE THREE: DIRECTORS 3.1 Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. 3.2 Number; Qualification; Election; Term. The Board of Directors shall consist of no less than one director (plus such number of directors as may be elected from time to time pursuant to the terms of any series of preferred stock that may be issued and outstanding from time to time). Subject to the preceding sentence, the number of directors which shall constitute the whole Board of Directors shall from time to time be fixed and determined by resolution adopted by the Board of Directors. Each director shall hold office until his successor shall have been duly elected and qualified. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by series or by class (excluding holders of common stock), to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorships shall be governed by the terms of the Certificate of Incorporation (including any amendment to the Certificate of Incorporation that designates a series of preferred stock). 3.3 Change in Number. No decrease in the number of directors constituting the entire Board of Directors shall have the effect of shortening the term of any incumbent director. 3.4 Vacancies. Any or all directors may be removed for cause at any annual or special meeting of stockholders, upon the affirmative vote of the holders of a majority of the outstanding shares of each class of capital stock then entitled to vote in person or by proxy at an election of such directors, provided that notice of the intention to act upon such matter shall have been given in the notice calling such meeting. Newly created directorships resulting from any increase in the authorized number of directors and any vacancies occurring in the Board of Directors caused by death, resignation, retirement, disqualification, removal or other termination from office of any directors may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the affirmative vote, at a special meeting of the stockholders called for the purpose of filling such directorship, of the holders of a majority of the outstanding shares of capital stock then entitled to vote in person or by proxy at such meeting. Each successor director so chosen shall hold office until his respective successor shall have been duly elected and qualified. 3.5 Meetings of Directors. The directors may hold their meetings and may have an office and keep the records of the Corporation, except as otherwise provided by law, in such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting or duly executed waiver of notice of such meeting. 3.6 First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting shall be necessary. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 13 3.7 Election of Officers. At the first meeting of the Board of Directors after each annual meeting of stockholders at which a quorum shall be present, the Board of Directors shall elect the officers of the Corporation. 3.8 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required. 3.9 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board and Chief Executive Officer, or any director. 3.10 Notice. The Secretary shall give notice of each special meeting to each director at least 24 hours before the meeting. Notice of any such meeting need not be given to any director who, either before or after the meeting, submits a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. The purpose of any special meeting shall be specified in the notice or waiver of notice of such meeting. 3.11 Quorum; Majority Vote. At all meetings of the Board of Directors, a majority of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. Unless the act of a greater number is required by law, the Certificate of Incorporation, or these bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors. At any time that the Certificate of Incorporation provides that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors. 3.12 Procedure. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board of Directors may determine. The Chairman of the Board and Chief Executive Officer, if such office has been filled, and, if such office has not been filled or if the Chairman of the Board and Chief Executive Officer is absent or otherwise unable to act, the President shall preside at all meetings of the Board of Directors. In the absence or inability to act of such officers, a chairman shall be chosen by the Board of Directors from among the directors present. The Secretary of the Corporation shall act as the secretary of each meeting of the Board of Directors unless the Board of Directors appoints another person to act as secretary of the meeting. The Board of Directors shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation. 3.13 Presumption of Assent. A director of the Corporation who is present at the meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 14 or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. 3.14 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the Board of Directors or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor. ARTICLE FOUR: COMMITTEES 4.1 Designation. The Board of Directors may designate one or more committees. 4.2 Number; Qualification; Term. Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire Board of Directors. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director. 4.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation except to the extent expressly restricted by law, the Certificate of Incorporation, or these bylaws. 4.4 Committee Changes. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee. 4.5 Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to a committee or each such alternate committee member is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. 4.6 Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof. 4.7 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 15 4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Certificate of Incorporation, or these bylaws. 4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation. 4.10 Compensation. Committee members may, by resolution of the Board of Directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary. 4.11 Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any director of any responsibility imposed upon it or such director by law. ARTICLE FIVE: NOTICE 5.1 Method. Whenever by statute, the Certificate of Incorporation, or these bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, telex, or telefax). Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be delivered and given at the time delivered to such service with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by telegram, telex, or telefax shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid. 5.2 Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the Corporation by statute, the Certificate of Incorporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 16 ARTICLE SIX: OFFICERS 6.1 Number; Titles; Term of Office. The officers of the Corporation shall be a Chairman of the Board and Chief Executive Officer, a President, a Secretary, and such other officers as the Board of Directors may from time to time elect or appoint, including one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the Board of Directors shall determine) and a Treasurer. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Any two or more offices may be held by the same person. None of the officers need be a stockholder or a director of the Corporation or a resident of the State of Delaware. 6.2 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the Board of Directors. 6.4 Authority. Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these bylaws. 6.5 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to the Chairman of the Board and Chief Executive Officer or the President. 6.6 Chairman of the Board and Chief Executive Officer. The Chairman of the Board and Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the supervision of the Board of Directors of the Corporation, shall have the general management and control of the Corporation and its subsidiaries (including the right to vote the voting securities of the subsidiaries of the Corporation on behalf of the Corporation), shall preside at all meetings of the stockholders and of the Board of Directors and may sign all certificates for shares of capital stock of the Corporation. 6.7 President. The President shall be the chief operating officer of the Corporation and, subject to the supervision of the Chairman of the Board and Chief Executive Officer, he shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. In the absence or inability to act of the Chairman of the Board and Chief Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 17 Executive Officer, the President shall exercise all of the powers and discharge all of the duties of the Chairman of the Board and Chief Executive Officer. As between the Corporation and third parties, any action taken by the President in the performance of the duties of the Chairman of the Board and Chief Executive Officer shall be conclusive evidence that the Chairman of the Board and Chief Executive Officer is absent or unable to act. The President may sign all certificates for shares of stock of the Corporation. 6.8 Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board and Chief Executive Officer, or the President, and (in order of their seniority as determined by the Board of Directors or, in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during that officer's absence or inability to act. As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken. 6.9 Treasurer. The Treasurer shall have custody of the Corporation's funds and securities, shall keep full and accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board and Chief Executive Officer, or the President. 6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board and Chief Executive Officer, or the President. The Assistant Treasurers (in the order of their seniority as determined by the Board of Directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer's absence or inability to act. 6.11 Secretary. Except as otherwise provided in these bylaws, the Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders in books provided for that purpose, and he shall attend to the giving and service of all notices. He may sign with the Chairman of the Board and Chief Executive Officer or the President, in the name of the Corporation, all contracts of the Corporation and affix the seal, if any, of the Corporation thereto. He may sign with the Chairman of the Board and Chief Executive Officer or the President all certificates for shares of stock of the Corporation, and he shall have charge of the certificate books, transfer books, and stock papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business hours. He shall in general perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, the Chairman of the Board and Chief Executive Officer, and the President. 6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board and Chief Executive Officer, or the President. The Assistant Secretaries (in the order of their seniority as determined by the Board of Directors or, in the absence of such a determination, as determined Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 18 by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer's absence or inability to act. ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS 7.1 Certificates for Shares. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board and Chief Executive Officer or the President or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures on the certificate may be a facsimile and may be sealed with the seal of the Corporation or a facsimile thereof. If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder's name and the number of shares. 7.2 Replacement of Lost or Destroyed Certificates. The Corporation may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed. 7.3 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. 7.4 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 7.5 Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 19 7.6 Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law. ARTICLE EIGHT: MISCELLANEOUS PROVISIONS 8.1 Dividends. Subject to provisions of law and the Certificate of Incorporation, dividends may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the Board of Directors. 8.2 Reserves. There may be created by the Board of Directors out of funds of the Corporation legally available therefor such reserve or reserves as the directors from time to time, in their discretion, consider proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the Board of Directors shall consider beneficial to the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. 8.3 Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its stockholders and Board of Directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each. 8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors; provided, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year shall be the calendar year. 8.5 Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors. 8.6 Resignations. Any director, committee member, or officer may resign by so stating at any meeting of the Board of Directors or by giving written notice to the Board of Directors, the Chairman of the Board and Chief Executive Officer, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 8.7 Securities of Other Corporations. The Chairman of the Board and Chief Executive Officer or the President shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 20 8.8 Telephone Meetings. Members of the Board of Directors and members of a committee of the Board of Directors may participate in and hold a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 8.9 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors, or of any committee of the Board of Directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of such directors or committee members, as the case may be, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person. Such consent or consents shall be filed with the minutes of proceedings of the Board or committee, as the case may be. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 8.10 Invalid Provisions. If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative. 8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary. 8.12 Headings. The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation. 8.13 References. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate. Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 21 8.14 Citizenship Requirements of Officers and Directors. Persons who are not U.S. Citizens (as defined in the Certificate of Incorporation) are not qualified to serve as a director or officer of the Corporation. * * * * * The undersigned Secretary of the Corporation hereby certifies that the foregoing bylaws were adopted by unanimous consent of the directors of the Corporation as of December , 2000. , Secretary Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 22 CERTIFICATE OF INCORPORATION OF KITTY HAWK AIRCARGO, INC. FIRST: The name of the Corporation is Kitty Hawk Aircargo, Inc. SECOND: The address of the initial registered office of the Corporation in the State of Delaware is 1201 North Market Street in the City of Wilmington, County of New Castle. The name and address of its initial registered agent is Delaware Corporation Organizers, Inc., Wilmington, Delaware 19801. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law ("DGCL"). The Corporation is to have perpetual existence. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 65,000,000 shares of capital stock, classified as (i) 62,000,000 shares of common stock, $0.01 par value ("Common Stock"), and (ii) 3,000,000 shares of preferred stock, $0.01 par value ("Preferred Stock"). The designations and the powers, preferences, rights, qualifications, limitations, and restrictions of the Preferred Stock and Common Stock are as follows: 1. Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, and rights, and qualifications, limitations, and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted, as hereinafter prescribed, by the entire board of directors of the Corporation ("Board of Directors") or (to the extent permitted by law) by any duly designated committee thereof ("Committee"). (b) Authority is hereby expressly granted to and vested in the Board of Directors or Committee to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following: Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 23 (i) whether or not the class or series is to have voting rights, full, special, or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock; (ii) the number of shares to constitute the class or series and the designations thereof; (iii) the preferences, and relative, participating, optional, or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series; (iv) whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities, or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption; (v) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof; (vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate; (vii) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; (viii) whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares or any other class or classes or of any other series of the same or any other class or classes of stock, securities, or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and (ix) such other special rights and protective provisions with respect to any class or series as may to the Board of Directors or Committee deem advisable. (c) The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board of Directors or Committee may increase the number of shares of the Preferred Stock designated for any Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 24 existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors or Committee may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock. 2. Provisions Relating to the Common Stock. (a) Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect. The holders of shares of Common Stock shall be entitled to vote upon all matters submitted to a vote of the stockholders of the Corporation and shall be entitled to one vote for each share of Common Stock held. (b) Subject to the prior rights and preferences, if any, applicable to shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive such dividends (payable in cash, stock, or otherwise) as may be declared thereon by the Board of Directors or Committee at any time and from time to time out of any funds of the Corporation legally available therefor. (c) In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this paragraph (c), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange, or conveyance of all or a part of the assets of the Corporation. 3. General. (a) Subject to the foregoing provisions of this Certificate of Incorporation, the Corporation may issue shares of its Preferred Stock and Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the Board of Directors or Committee, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares. (b) The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation's capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the Board of Directors or Committee. The Board of Directors or Committee shall be empowered to set the exercise price, duration, times for exercise, and other Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 25 terms of such options or rights; provided, however, that the consideration to be received for any shares of capital stock subject thereto shall not be less than the par value thereof. FIFTH: The number of directors constituting the Board of Directors shall be fixed by, or in the manner provided in, the bylaws of the Corporation, provided that such number shall be no less than one (plus such number of directors as may be elected from time to time pursuant to the terms of any series of Preferred Stock that may be issued and outstanding from time to time) and until changed in accordance with the manner prescribed by the bylaws shall be seven (7). Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by series or by class (excluding holders of Common Stock), to elect directors, the election, term of office, filling of vacancies, and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including any amendment to this Certificate of Incorporation that designates a series of Preferred Stock). Any or all directors may be removed, with or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of each class of capital stock of the Corporation then entitled to vote at an election of such directors. The names and addresses of the persons who are to serve as directors until their respective terms of office expire (as described below) or until their successors are elected and qualified, are as follows: Name Mailing Address [RESERVED] SIXTH: All the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors, are hereby conferred upon the Board of Directors. In furtherance and not in limitation of that power, the Board of Directors shall have the power to make, adopt, alter, amend, and repeal from time to time the bylaws of the Corporation and to make from time to time new bylaws of the Corporation (subject to the right of the stockholders entitled to vote thereon to adopt, alter, amend, and repeal bylaws made by the Board of Directors or to make new bylaws). SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under ss.291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under ss.279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 26 of the creditors of class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification. NINTH: The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such rights shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article NINTH is in effect. Any repeal or amendment of this article NINTH shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article NINTH. Such right shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the DGCL. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the DGCL, but the burden of proving such defense shall be on the Corporation. Neither the failure Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 27 of the Corporation (including the Board of Directors or any Committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including the Board of Directors or any Committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification by the Corporation is not permissible. In the event of the death of any person having rights of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise. The Corporation may additionally indemnify any employee or agent of the Corporation to the fullest extent permitted by law. As used herein, the term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding. TENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL. ELEVENTH: Special meetings of stockholders of the Corporation may only be called by the Board of Directors pursuant to a resolution adopted by a majority of the Directors then serving, by the Chairman of the Board of Directors, or by any holder or holders of at least twenty-five percent (25%) of the outstanding shares of capital stock of the Corporation then entitled to vote on any matter for which the respective special meeting is being called. TWELFTH: Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of capital stock of the Corporation then entitled to vote thereon shall be required to amend, alter, or repeal any one or more of Articles EIGHTH, NINTH and TWELFTH of this Certificate of Incorporation. THIRTEENTH: The name and the mailing address of the incorporator are: Name Mailing Address Garrett A. DeVries Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 28 THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this ___ day of December, 2000. Garrett A. DeVries, Incorporator Exhibit "A" - Proposed Amended Bylaws and Certificate of Incorporation Page 29 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 12/30/96 KHAC DFW Aircraft Lease Aircraft Lease for TA Air IX, Corp./First Security Bank $0.00 N750US 5080 Spectrum Drive Suite 1100 West Dallas, Texas 75248 - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 12/30/96 KHAC DFW Aircraft Lease Aircraft Lease for TA Air IX, Corp./First Security Bank $0.00 N751US 5080 Spectrum Drive Suite 1100 West Dallas, Texas 75248 - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 11/4/99 KHAC DFW Aircraft Lease Aircraft Lease Republic Advanced Freighter 901, Inc. Agreement for N901RF 3300 S. Parker Road, 5th Floor Aurora, CO 80014-3527 $0.00 - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 11/5/99 KHAC DFW Aircraft Lease Aircraft Lease Republic Advanced Freighter 902, Inc. $0.00 Agreement Lease for 3300 S. Parker Road, 5th Floor N902RF Aurora, CO 80014-3527 - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 12/25/96 KHAC DFW Aircraft Lease Lease Agreement 264 - Pegasus Capital Corporation $0.00 ASSUMED AS MODIFIED C/o Pegasus Aviation, Inc. 4 Embarcadero Center, Suite 3550 San Francisco, CA 94111 - -------------- -------- ------------ ---------------- ----------------------- --------------------------------------- ------------- 9/1/99 KHAC DFW Aircraft Lease Lease Agreement 579 - First Security Bank, NA $0.00 ASSUMED AS MODIFIED 79 South Main Street Salt Lake City, UT 84111 Attn: Corporate Trust Department
Exhibit "B" - Agreements to Be Assumed Page 30 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 11/1/99 KHAC DFW Aircraft Lease Lease Agreement 936 - Pegasus Aviation II, Inc. $0.00 ASSUMED AS MODIFIED c/o Pegasus Aviation, Inc. 4 Embarcadero Center, Suite 3550 San Francisco, CA 94111 - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 11/1/99 KHAC DFW Aircraft Lease Lease Agreement 748 - Pacific AirCorp 748, Inc. $0.00 ASSUMED AS MODIFIED c/o Pegasus Aviation, Inc. 4 Embarcadero Center, Suite 3550 San Francisco, CA 94111 - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 1/15/99 KHAC DFW Aircraft Lease Lease Agreement 735 - First Security Bank, NA $0.00 ASSUMED AS MODIFIED 79 South Main Street Salt Lake City, UT 84111 Attn: Corporate Trust Department - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 7/29/99 KHAC DFW Aircraft Lease Lease Agreement 780 - First Security Bank, NA $0.00 ASSUMED AS MODIFIED 79 South Main Street Salt Lake City, UT 84111 Attn: Corporate Trust Department - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 5/21/99 KHAC DFW Aircraft Lease Lease Agreement 916 - Pacific AirCorp 916, Inc. $0.00 ASSUMED AS MODIFIED c/o Pegasus Aviation, Inc. 4 Embarcadero Center, Suite 3550 San Francisco, CA 94111 - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 11/4/99 KHAC DFW Aircraft Lease Aircraft Lease Wren Equipment Finance Ltd. $0.00 Agreement 21269 - Fitzroy House ASSUMED AS MODIFIED 18-20 Grafton Street Mayfair, London W1X3LE England Contact: David L. Massie - ----------------- -------- -------- ---------------- ----------------------- --------------------------------------- --------------- 7/1/99 - 7/1/00 KHInc DFW Aircraft Aircraft maintenance Accel Aviation Accessories, Inc. Rotable Repair Maintenance Vendor # 64018 1234 Viscaye Pkwy. ($3496.29) Agreement Cape Coral, FL 33990 (credit bal.)
Exhibit "B" - Agreements to Be Assumed Page 31 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - --------- -------- ----------------- ---------------- ----------------------- --------------------------------------- -------------- 3/6/00 KHAC Jacksonville, FL Aircraft General Terms of FlightStar Aircraft Service, Inc. NEED TO CHECK Maintenance Agreement P.O. Box 18035 W/ PAT Agreement Jacksonville, Florida 32229 - --------- -------- ----------------- ---------------- ----------------------- --------------------------------------- -------------- __/__/00 KHAC Memphis, TN Airport Memphis-Shelby County Airport Landing & Operating Exclusive Airport Authority Parking Agreement Operating Agreement Director of Properties $28,822.72 2491 Winchester Road, Suite 113 Memphis, TN 38116 - --------- -------- ----------------- ---------------- ----------------------- --------------------------------------- -------------- 7/23/96 KHC Albuquerque, NM Airport Airfreight Operators City of Albuquerque Operating Operating Agreement, Albuquerque International Airport A/C Parking & Agreement as amended P.O. Box 9022 Landing Vendor # 59550 Albuquerque, NM 87119 $47,938.82 - --------- -------- ----------------- ---------------- ----------------------- --------------------------------------- -------------- 2/1/95 Kitty DFW Airport Airport Aviation Operating DFW Int'l Airport V# 24361 Hawk Operating Permit No. 23664-1 P. O. Drawer DFW Landing Airways Agreement DFW Airport, TX 75261 $18,722.18 Vendor # 24361 PO Box 844281 Vendor # 61126 Zip-75284-4281 V# 61126 Landing $93,440.86 - --------- -------- ----------------- ---------------- ----------------------- --------------------------------------- -------------- KHAC Houston, TX - Airport Airport use & lease City of Houston, Parking & IAH Operating P.O. Box 60106 Landing Agreement Vendor # 57261 Houston, Texas 77205-0106 $25,998.57 Attn: Finance/Dept. of Aviation
Exhibit "B" - Agreements to Be Assumed Page 32 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------------- ---------- ---------------- ---------- -------------------- --------------------------------------- --------------- 6/8/95 AIA (KH Huntsville- Airport Huntsville-Madison Huntsville-Madison Airport Rent Int'l) Madison Operating County Air Carrier 1000 Glenn Hearn Blvd $0.00 County, Alabama Agreement Operating & Landing Box 20008 Rights Permit Huntsville, AL 35824-2101 Vendor # 61546 - ---------------- ---------- ---------------- ---------- -------------------- --------------------------------------- --------------- 2/1/98 - 1/31/00 AIA Indianapolis, IN Airport Airport Use Permit Airport Director Landing Fees (KH Int'l) Operating Vendor # 31966 Indianapolis Int'l Airport $175,805.54 Agreement 2500 S. High School Road, Suite 100 Indianapolis, IN 46241 PO BOX 66755 Zip-46266-6755 - ---------------- ---------- ---------------- ---------- -------------------- --------------------------------------- --------------- 4/22/99 KHAC Knoxville, TN Airport Commercial Aircraft Metropolitan Knoxville Airport Landing Operating Operating Agreement Authority $34,594.04 Agreement Vendor # 42411 P. O. Box 15600 Knoxville, TN 37901 - ---------------- ---------- ---------------- ---------- -------------------- --------------------------------------- --------------- 1/13/97 KHAC Los Angeles, CA Airport Non-Exclusive City of Los Angeles Landing & Operating Operating Permit Department of Airports Parking Agreement Vendor # 61102 1 World Way $ 149,007.07 P. O. Box 92216 Customs Los Angeles, CA 90009-2216 $440.84 File 54989, Provider 06750 Rent Los Angeles, CA 90074-4989 $0.00
Exhibit "B" - Agreements to Be Assumed Page 33 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------- ------------ ------------- ---------------- ----------------------- ----------------------------------- --------------- AIA (KH Newark, NJ Airport Airport Operating The Port Authority of New York and Landing & Int'l) Operating Agreement New Jersey Parking Agreement One World Trade Center $19,930.21 New York, NY 10048 PO Box 17309 Zip Code-07194 - ---------- ------------ ------------- ---------------- ----------------------- ----------------------------------- --------------- 9/1/99 Kitty Oakland Int'l Airport Monthly Rate Aircraft Port of Oakland V# 29516 & 63801 V# 29516 Hawk Airport Operating Parking Application File No. 73752 Parking & Airways Agreement and Agreement for Air PO Box 60000 Landing Carrier Licensing San Francisco, CA 94160-3752 $16,074.64 Airport Facilities at Tent Site the Metropolitan 530 Water St. V# 61140 Rent ('99) Oakland International PO Box 2064 $545.00 Airport Oakland, CA 94604 V# 63801 Landing $41.84 Rent $1914.40 V# 61140 Landing & Parking $5127.80 - ---------- ------------ ------------- ---------------- ----------------------- ----------------------------------- --------------- 5/14/99 KHAC Orlando, FL Airport Non Signatory Airline Greater Orlando Aviation Authority Landing Operating Operating Agreement One Airport Blvd. $16,679.15 Agreement Vendor # 29049 Orlando, Fl 32827
Exhibit "B" - Agreements to Be Assumed Page 34 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------------- ---------- ----------------- ------------- --------------------- ----------------------------------- -------------- 8/25/99 KHAC Sacramento, CA Airport Operating Agreement Director of Airports Landing Operating Sacramento Mather Sacramento County Department of $166,981.15 Agreement Airport Airports Parking Vendor # 57712 6900 Airport Blvd. $772.50 Sacramento, CA 95837 - ---------------- ---------- ----------------- ------------- --------------------- ----------------------------------- -------------- 9/12/97 KHAC San Francisco, Airport Airline Operating San Francisco Int'l Airport Landing & (until revoked) CA Operating Permit International Terminal, 5th Floor Parking Agreement Vendor # 36089 P. O. Box 8097 $142,420.61 San Francisco, CA 94128 Attn: Airport Director PO Box 7743, Zip Code - 94120 - ---------------- ---------- ----------------- ------------- --------------------- ----------------------------------- -------------- 11/23/87 Connie Seattle, WA Airport Operating Agreement The Port of Seattle Operations Landing Kalitta Operating Vendor # 70588 & Dept. V# 70558 Services Agreement 29583 P. O. Box 68727 $246.15 (KH Int'l) Seattle, WA 98168 Landing & Parking PO Box 34249-1249 V# 29583 Seattle WA 98124-1249 $465,579.65 Rent $2031.12 - ---------------- ---------- ----------------- ------------- --------------------- ----------------------------------- -------------- 5/20/98 KHAC Spokane, WA Airport Use Agreement between Spokane Airport Board Landing Operating the Spokane Airport P. O. Box 19186 $57,023.09 Agreement Board and KHAC Spokane, WA 99219 Vendor # 38789 - ---------------- ---------- ----------------- ------------- --------------------- ----------------------------------- -------------- 5/1/99 KH Cargo Airport Airport Cargo Ramp Denver International Airport Ramp Rental, (effective date) & KH Inc Denver, CO Operating Facilities Agreement Airport Office Building, Room 9870 Parking and Agreement and btwn City and County 8500 Pena Boulevard Landing Fees Ramp Rental of Denver and KH Inc Denver, CO 80249-6340 $61,315.36 and KH Cargo at DIA Attn: William T. Roche (at signatory rate)
Exhibit "B" - Agreements to Be Assumed Page 35 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ 4/13/98 KHInc. Ft. Wayne, IN Airport Building Lease Ft. Wayne-Allen County Authority Parking, Operating Room 209, Lt. Paul Baer Terminal Landing, Agreement/Real Addendum No. 1 to Fort Wayne, IN 46809 Customs Property Lease Building Lease $323,377.38 Ground Lease Operating Agreement - ASSUMED AS MODIFIED And any all other agreements, if any, by any Debtor with the Authority or any related party that relate to facilities and operations by any Debtor at the Fort Wayne International Airport Vendor # 68218
Exhibit "B" - Agreements to Be Assumed Page 36 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------- ---------- --------------- ---------------- ----------------------- --------------------------------------- ------------- 2/16/99 AIA (KH Mather, CA Auto Lease Blazer lease Team One Chevrolet-Oldsmobile, Inc. $0.00 Int'l) Vendor #61693; 1616 Lansing Rd. GMAC Smartlease Charlotte, MI 48813 GMAC PO Box 5180 Carol Stream IL 60197-5180 - ---------- ---------- --------------- ---------------- ----------------------- --------------------------------------- ------------- 4/9/98 AIA (KH ALL Communication MCI One Special MCI Telecommunications Corporation $174,690.51 (3 yrs) Int'l - Services Customer Arrangement(1) Three Ravisin Drive but used Agreement Multiple Accounts Atlanta, GA 30346 by all) (long distance and network) - ---------- ---------- --------------- ---------------- ----------------------- --------------------------------------- ------------- KHAC Atlanta/Boston/ Deicing Deicing at Atlanta, Delta Air Lines $0.00 DFW Agreement Boston & DFW TOC-1, Dept. 490 Hartsfield Atlanta Int'l Airport Atlanta, GA 30320-0001 - ---------- ---------- --------------- ---------------- ----------------------- --------------------------------------- ------------- Various ALL ALL Equipment lease Vendor # 55680 AT&T Wireless (V. # 59984) V# 55680 Entities PO Box 650054 PO Box 97058 $12,527.56 Dallas, TX 75265 (Acct. # 8046) Various Ph's Vendor # 66351 V# 59984 PO Box 78224 $37,179.32 Phoenix, AZ 85062 V# 66351 $327.39 Various Ph's
- ------------ (1) The MCI Contract is being assumed on a preliminary basis, pending further financial analysis. In the event that the Debtors ultimately determine not to assume the MCI Contract, it will notify MCI accordingly and shall agree to give MCI 45 days to file a Proof of Claim attributable to its premature termination damages. Exhibit "B" - Agreements to Be Assumed Page 37 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ Various All ALL Equipment lease Pagers (multiple Verizon Pagers(Wireless Messaging) $48,246.00 Entities accounts) 580 Decker STE 101 Acct #"s Irving, TX 75062 H1-770266 H1-770267 H1-770268 - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ 12/31/99 KHAC Blytheville, AR Equipment lease Equipment lease Finova Capital Corp. $23,751.36 #C101100102 115 W Century Rd. Vendor # 80872 Paramus, NJ 07652 Attn: Pamela Marchant ATTN: John W. Ferrell - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ KHAC DFW Equipment lease Equipment3 Cannon IOS Capital $0.00 microfiche, acct PO Box 9115 #429993-201904, Macon, GA 31208-9115 vendor #32504 - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ KHInc. DFW Equipment lease Vending machines Aramark Refreshment Services $5699.10 Vendor # 65527 5073 Martin Luther King Fwy Ft. Worth, TX 76119 - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ 8/12/99 KHAC Mather, CA Equipment Lease Lease of 6 trailers GE Capital Modular $3707.73 Vendor # 28097 3287 Monier Circle Rancho Cordova, CA 95742 - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ 11/8/99 KHAC Sacramento, CA Equipment lease Ground Equipment Finova Capital Corp. $86,797.95 lease #C101100101 115 W. Century Rd. Vendor # 80872 Paramus, NJ 07652 Attn: Pamela Marchant and John W. Ferrell - ------------- ----------- --------------- ---------------- -------------------- --------------------------------------- ------------ KHAC Postal SEA Equipment Lease Lease # 56360 Lease Corp. of America (vendor # $1,222.44 (3 Additional Radios 79149) PO Box 650336 leased) Dallas, TX 75265-0336
Exhibit "B" - Agreements to Be Assumed Page 38 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ KHAC SEA Equipment Lease Lease of Radios Lease Corp. of America V# 39562 #33681 and #50558 PO Box 2000 $985.87 Acct #132827 - Vendor Houston, TX 77216-0956 #39562, Vendor # 39554 V# 39554 $1974.74 - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ 5/26/99 KHInc ALL Fare Agreement Agreement for Free Southwest Airlines Co. Employee and Reduced Rate P.O. Box 36611 Tickets Transportation dated Dallas, TX 75235-1611 $338.71 5/26/99 Attn: Kay Gaskill, Mgr. Pass Bureau Vendor # 38172 PO Box 971093 Zip 75397 - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ ________ KHInc. DFW Furniture Lease Vendor #39204 Steelcase Financial Services, Inc. $19,861.42 Office furniture lease PO Box 91200 Chicago, IL 60693 - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ KHInc DFW Furniture Lease 2 leases Business Interiors $368.06 Vendor #57944 PO Box 911836 (2 monthly Lease # 196893 Dallas, TX 75391-1836 payments) - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ 12/1/99 KHCargo Fort Wayne, IN Furniture Lease Lease for apt Cort Furniture $10.00 Late (12 mos) furniture 4904 Century Plaza Rd. Fee Vendor #76999 Indianapolis, IN 46254 - ---------- --------- ----------------- ---------------- ----------------------- --------------------------------------- ------------ KHAC Mather, CA Furniture lease Vendor #77029 Brook Furniture Rental $1124.25 2199 Norse Dr., Suite A Pleasant Hill, CA 94523 Dept. LA 21909 Pasadena, CA 91185-1909
Exhibit "B" - Agreements to Be Assumed Page 39 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 2/28/00 KHCargo BNA Ground Ground Handling Burton's Air Freight Service $0.00 Handling Agreement 321 Airfreight Blvd. Agreement Vendor # 87097 Nashville, TN 37217 Attn: Bobby Burton, Owner 317 Airfreight Blvd. - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 6/11/99 KHAC GEG Ground Ground Handling Spokane Airways Rent Handling Agreement P.O. Box 19009 $3117.52 Agreement Vendor # 38771 Spokane International Airport Grnd Handling Spokane, WA 99219 $189,479.35 - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 5/30/2000 KHCargo Oakland, CA Ground Ground Handling Transair Services Grnd Handling (mo-to-mo) Handling Agreement P. O. Box 1523 $777.78 Agreement Vendor #44337 Winter Park, FL 32790 Attn: Ken Sturgill - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 3/24/98 KHAC TYS Ground Ground Handling KnoxAir Rent Handling Agreement 2221 Airport Highway $600.00 Agreement Vendor # 37735 Alcoa, TN 37701 Grnd Handling & Tech Svcs $71,718.80 - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 2/1/95 AIA (KH Newark, NJ Ground Newark International Port Authority of New York and $0.00 Int'l) Handling Privilege Permit New Jersey License One World Trade Center New York, NY 10048 - ----------------- --------- ------------- ----------- ----------------------- --------------------------------------- -------------- 3/1/00 - 2/28/02 KHInc ALL Insurance Employee Assistance Community Health Plus $0.00 Program Services d/b/a Behavioral Health Partners Agreement Employee Assistance Program 3/1/00 120 S. Central, Suite 1000 Vendor # 84466 Clayton, MO 63105 Attn: June Lowell-Oates
Exhibit "B" - Agreements to Be Assumed Page 40 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 7/1/99 KHInt'l ALL Insurance Administrative Allied Benefit Systems, Inc. $0.00 6/30/00 Management Services Agreement (Claims Administrator) (see next Group #22772 208 S. LaSalle St., Suite 1300 entry) (not executed) Chicago, IL 60604 Vendor # 66641 - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 5/1/00 - KHInc ALL Insurance Administrative Comsal, Inc. $500.00 12/31/00 Management Services Agreement d/b/a TaxSaver Plan dated 5/1/00 4131 N. Central Expwy. (not executed by KH) Suite 1140, Lock Box 45 Section 125 flexible Dallas, TX 75204 benefit plan Vendor # 85900 - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 9/1/93 KHInc ALL Insurance Group Annuity CIGNA Retirement & Investment Services $0.00 Amended Policy Contract #GA-12649 Connecticut General Life Insurance Co. 12/1/96 P.O. Box 2975 Hartford, CT 06104 - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 5/20/99 - KHInc ALL Insurance Indemnification for Underwriters at Lloyds $0.00 6/1/00 Policy Loss of Profit C/o The Aviation Agency Commission 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 3/29/00 - KH Charters ALL Insurance Inland marine Northern Assurance Company of America $0.00 3/29/01 Dba Policy insurance C/o The Aviation Agency Kalitta 500 Coventry Lane, Suite 140 Flying Svc Crystal Lake, IL 60014 Vendor # 17435 - ------------ ------------ ------------ ---------------- ---------------------- --------------------------------------- ------------- 8/1/99 - KHInc, et ALL Insurance Inland marine Northern Assurance Company of America $0.00 8/1/00 al Policy insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435
Exhibit "B" - Agreements to Be Assumed Page 41 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------- ---------------- ---------------------- --------------------------------------- ------------- 10/1/99 - KHCharters, ALL Insurance Aircraft hull & Illinois National Insurance Co. (AIG) $0.00 10/1/00 Kalitta Policy liability insurance C/o The Aviation Agency Flying 500 Coventry Lane, Suite 140 Service, Crystal Lake, IL 60014 OKT Vendor # 17435 - ------------- ------------ ----------- ---------------- ---------------------- --------------------------------------- ------------- 5/20/99 - KH ALL Insurance Airline hull & Houston Casualty Company $0.00 6/1/00 Companies Policy liability (15%) C/o The Aviation Agency insurance 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- ---------------- ---------------------- --------------------------------------- ------------- 5/20/99 - KH ALL Insurance Airline hull & Underwriters at Lloyds & various $0.00 6/1/00 Companies Policy liability (85%) insurance companies insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 3/13/00 - KHInc ALL Insurance D&O Liability Great American Insurance Company $0.00 4/1/01 Policy insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 4/1/00 - KHInc, et ALL Insurance Excess auto National Union Fire Insurance Company $0.00 4/1/01 al Policy liability insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435
Exhibit "B" - Agreements to Be Assumed Page 42 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 7/1/98 KHInc ALL Insurance Life Insurance Master Life Insurance Company of North Cannot ID (annual) Policy Document America Vendor/Acct. Re-issued Policy #FLX-050917 1601 Chestnut St. 5/1/00 Philadelphia, PA 19192-5744 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 10/1/99 KHInc ALL Insurance Group Insurance Policy Hartford Life & Accident Insurance Co. V# 41937 (annual) Policy #GLT-206609 17855 Dallas Pkwy, Suite 100 $11,660.98 Long term disability Dallas, TX 75287 Vendor # 41937 Attn: Rebecka Nichols Vendor # 29840 PO Box 891954 Zip - 75389-1954 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- Various KHInt'l, ALL Insurance Mexican aircraft Seguros Comercial America and $0.00 effective KH Policy liability insurance Seguros Interamericana Independencia dates Charters, C/o The Aviation Agency KH Aircargo 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 5/1/00 KHInc ALL Insurance Group Insurance Policy UNUM Life Insurance Co. of America $0.00 (annual) Policy (Draft) dated 5/1/00 North Central Plaza I Policy #88013-001 12655 N. Central Expwy., Suite 500 Pilots LTD insurance Dallas, TX 75243 Vendor # 71251 Attn: Steve Brooks, Sr. AE 33222 Treasury Center Chicago, IL 60694-3200
Exhibit "B" - Agreements to Be Assumed Page 43 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 4/1/00 - KHInc, et Insurance Primary Automobile Northern Assurance Company of America $0.00 4/1/01 al ALL Policy insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 6/1/99 - KHCharters, ALL Insurance Professional Evanston Insurance Company $0.00 6/1/00 KH Charters Policy liability insurance C/o The Aviation Agency Dba 500 Coventry Lane, Suite 140 Kalitta Crystal Lake, IL 60014 Flying Svc, Vendor # 17435 KHInt'l dba AIA, KH Medflight - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 4/1/00 - KHInc, et ALL Insurance Property insurance Northern Assurance Company of America $0.00 4/1/01 al Policy C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 5/10/99 - KHInt'l dba ALL Insurance Storage tank Zurich Insurance Company $0.00 5/10/00 AIA, KH Policy pollution liability C/o The Aviation Agency Cargo insurance 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 5/20/99 - KHInt'l ALL Insurance War hull insurance Underwriters at Lloyds & various $0.00 6/1/00 KHAC Policy companies C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435
Exhibit "B" - Agreements to Be Assumed Page 44 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 1/1/00 - KHInc & ALL Insurance Workers Comp/ The Insurance Company of the State of $0.00 1/1/01 all subs Policy Employers Liability Pennsylvania insurance C/o The Aviation Agency 500 Coventry Lane, Suite 140 Crystal Lake, IL 60014 Vendor # 17435 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 4/1/00 KHInc ALL Insurance Letter agreement ReliaStar Life Insurance Company $0.00 (annual) Reimbursement 2/23/00 5080 Spectrum Dr. Excess risk insurance Suite 711-West (medical) Addison, TX 75001 Attn: Mark E. Stecklein - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 4/7/00 KHCargo FWA Maintenance Sharp fax equipment Copelco Capital, Inc. $274.05 (12 mos) Agreement maintenance agmt PO Box 41647 Vendor # 22795 Philadelphia, PA 19101-1647 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- KHCargo FWA - MX Maintenance Copier maintenance Imaging Office Systems $0.00 Agreement (annual) PO Box 80250 Vendor # 73453 FT. Wayne IN 46898-0250
Exhibit "B" - Agreements to Be Assumed Page 45 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- All ALL Miscellaneous: Various Various None Entities All Federal, State and Local Governmental Permits, Licenses, Approvals, Authorizations, Registrations Protected Trademarks, Protected Servicemarks, and State Qualifications in place at 5/1/00 - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- KH Inc, KH ALL Miscellaneous: Various Various None Aircargo, All Software KH Cargo, Licenses and KH Agreements in Charters, place at 5/1/00 O.K. Turbines - ------------- ------------ ----------- --------------- ----------------------- --------------------------------------- ------------- 2/1/98 - KHInc DFW (1535) Real Property Sublease Agreement - Sky Chefs, Inc. Rent 4/30/03 Lease 1535 W. 20th Street 524 East Lamar Blvd. $0.00 Arlington, TX 76011 Vendor #37364 1/08/98 KHInc Option Option Agreement for Dallas/Fort Worth International $0.00 Agreement on Sky Chefs' Property Airport Board Real Property East Airfield Drive Lease at 3/1/03 DFW Airport, Texas 75261
Exhibit "B" - Agreements to Be Assumed Page 46 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------------- --------------- ------------------- ------------------------------------- ------------- 12/31/99 AIA (KH Newark, NJ Real Property Supplemental The Port Authority of New York and Rent Int'l) Lease Agreement and New Jersey $100,772.64 Assignment with One World Trade Center Assumption and New York, NY 10048 Consent Agreement PO Box 17309 (bldg. 153) Zip Code-07194 Vendor # 42171 - ------------- ------------ ----------------- --------------- ------------------- ------------------------------------- ------------- 2/1/00 - KHC Albuquerque, NM Real Property South Air Cargo Director of Aviation Rent 1/31/01 d/b/a Lease Building Lease and Albuquerque International Sunport $0.00 KHAC Agreement P. O. Box 9948 Albuquerque, NM 87119 - ------------- ------------ ----------------- --------------- ------------------- ------------------------------------- ------------- 2/1/99 AIA (KH Anchorage Int'l Real Property Terminal building State of Alaska Rent (mo-to-mo) Int'l) Airport Lease lease Anchorage Int'l Airport $0.00 Vendor # 64154 P. O. Box 196960 Anchorage, AK 99519 - ------------- ------------ ----------------- --------------- ------------------- ------------------------------------- ------------- 10/7/99 KHAC Anchorage, AK Real Property Ramp Sublease Alaska Cargoport, LLC Parking (mo-to-mo) Lease Vendor # 77916 Lynxs Holdings LLC $38,700 1301 Capital of Texas Hwy. South Suite B-125 Austin, TX 78746 Attn: Raymond J. Brimble Mapco Lynxs Alaska Cargoport LLC 9501 Cargo Ave STE 100 Austin, TX 78719
Exhibit "B" - Agreements to Be Assumed Page 47 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- --------- ----------------- --------------- --------------------- --------------------------------------- ------------ 6/1/93 AIF (KH Atlanta, GA Real Property Lease Agreement Airport Group International, Inc. $0 Rent due (mo-to-mo) Int'l) Lease between Lockheed Wm. B. Hartsfield International Air Terminal, Inc. Airport and AIA at Atlanta P. O. Box 45568 Hartsfield Atlanta, GA 30320 International Airport File # 54603 Los Angeles, CA 90074-4603 Letter dtd 10/23/98 indicating lease effective until 01/01/01 Vendor # 81730 & 55631 - ------------- --------- ----------------- --------------- --------------------- --------------------------------------- ------------ 9/15/99 KHAC Billings, MT Real Property Office Space Lease Corporate Air Rent and Lease Agreement, as amended P. O. Box 81050 $0.00 2/1/00 Vendor # 74298 Billings, MT 59108-1050 Attn: Linda Overstreet - ------------- --------- ----------------- --------------- --------------------- --------------------------------------- ------------ 11/20/99 - KHAC Blytheville, AR Real Property Facilities Lease Blytheville-Gosnell Regional Utilities 12/31/99 (Postal) Lease Agreement Airport Authority $2085.55 Vendor #20685 P. O. Box 166 Blytheville, AK 72316-0166 - ------------- --------- ----------------- --------------- --------------------- --------------------------------------- ------------ 1/15/98 - KHAC Blytheville, AR Real Property Sublease Agreement Blytheville-Gosnell Regional Rent 10/15/98 Lease building 214 space Airport Authority $0.00 (extended) Vendor # 20685 P. O. Box 166 Blytheville, AK 72316-0166
Exhibit "B" - Agreements to Be Assumed Page 48 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - -------------- ------- -------------- --------------- ----------------------- --------------------------------------- -------------- 11/12/99 KHAC Boise, ID Real Property Letter agreement Boise Air Service, Inc. Grnd coterminous Lease Vendor # 58041 4125 W. Wright St. Handling with US Postal Boise, ID 83705 $28,728.38 Service - -------------- ------- -------------- --------------- ----------------------- --------------------------------------- -------------- 11/9/98- Kitty Denver, CO Real Property Warehouse/Premise Miami Aircraft Support, Inc. Rent 11/30/99 Hawk Lease Lease 9100 S. Dadeland Blvd. $0.00 One Datran Center, Suite 1250 Miami, FL 33156 - -------------- ------- -------------- --------------- ----------------------- --------------------------------------- -------------- KHInc. DFW (1501) Real Property Rental of warehouse/ Robert Grammer Rent Lease office space (1501 W. 950 Hwy 98 E Unit 7052 $6652.00 20th St.) Destin, FL 32541 Vendor # 57418 - -------------- ------- -------------- --------------- ----------------------- --------------------------------------- -------------- 12/15/99 KHInc. DFW (1515) Real Property Agreement and DFW Int'l Airport Board V# 24361 Lease Assumption of Lease/ East Airfield Drive Util $2335.40 Lease Amendment P. O. Drawer DFW Finance Chrg (1515 W. 20th) Dallas/Ft. Worth Airport, TX 75261 $125.78 Misc.'99 $3836.00 V# 61126 Rent $6481.95 Util $2607.61 Finance Chrg $30.45 - -------------- ------- -------------- --------------- ----------------------- --------------------------------------- -------------- 11/29/99 Kitty Ft. Wayne, IN Real Property Apartment Lease Willows of Coventry $0.00 11/30/00 Hawk Lease (4713 Coventry 4499 Coventry Parkway Parkway) Ft. Wayne, IN 46804 Vendor # 77000
Exhibit "B" - Agreements to Be Assumed Page 49 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- ------------ ----------------- --------------- -------------------- ------------------------------------- ------------ 7/1/92 - OKT Hollister, CA Real Property Lease Agreement - City of Hollister $0.00 6/30/97 Lease Hollister Municipal 375 Fifth St. (mo-to-mo) Airport Hollister, CA 95023 - ------------- ------------ ----------------- --------------- -------------------- ------------------------------------- ------------ 6/1/94 AIA Honolulu, HI Real Property Airport Base Administrator Back Rent, (27 years) (KH Int'l) Lease Facilities Area, Airports Division Late Charges South Ramp, Honolulu Honolulu International Airport and Past Due Int'l Airport 400 Rodgers Blvd., Suite 700 Landing Fees Vendor # 61811 Honolulu, HI 96819-1880 under unassumed operating agreements Approx. $587,000 4/1/98 - Same - as Real Property Partial Sublease RPS, Inc. $0.00 3/31/2001 sublessor Sublease and License 1000 RPS Dr. (exercised Corapolis, PA 15108 option to renew) 6/1/98 - Same - as Real Property Partial Sublease Federal Express Corporation $0.00 5/31/2003 sublessor Sublease and License Airport Relations and Development Delivery Code 7752 U.S. Mail P.O. Box 727 Memphis, TN 38194-7752 - ------------- ------------ ----------------- --------------- -------------------- ------------------------------------- ------------ 3/1/2000 KHAC Houston, TX Real Property Rent Agreement Genesis Aircraft Support, Inc. $0.00 (mo-to-mo) Lease Vendor # 82857 P. O. Box 91835 Elk Grove Village, IL 60009
Exhibit "B" - Agreements to Be Assumed Page 50 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ----------- --------- ----------------- --------------- ----------------------- --------------------------------------- ------------ 2/1/99 KHInc. Kansas City, MO Real Property Letter agreement Air Freight Center, Inc. Rent (mo-to-mo) Lease Vendor # 15464 Kansas City International Airport $0.00 P. O. Box 20104 Kansas City, MO 64195 - ----------- --------- ----------------- --------------- ----------------------- --------------------------------------- ------------ KH Int'l Los Angeles, CA Real Property Bldg lease, 5628 City of Los Angeles Rent $0.00 Lease Century Blvd. Dept. of Airports, One World Way (executed?) P.O. Box 92216 Vendor # 61102 Los Angeles, CA 90009-2216 - ----------- --------- ----------------- --------------- ----------------------- --------------------------------------- ------------ 12/20/99 KHAC Memphis, TN Real Property Lease Agreement for Memphis-Shelby County Airport Rent (mo-to-mo) Lease Air Cargo Bldg. No. 1 Authority $2187.15 Vendor # 42163 Director of Properties 2491 Winchester Road, Suite 113 Memphis, TN 38116 - ----------- --------- ----------------- --------------- ----------------------- --------------------------------------- ------------ KHAC Minneapolis/St. Real Property Office and Hangar AirVantage, LLC Rent Paul , MN Lease Space Lease P. O. Box 17010 $660.00 Vendor # 16125 Minneapolis, MN 55417 6401 34th Ave South Zip- 55450 - ----------- --------- ----------------- --------------- ----------------------- --------------------------------------- ------------ 1991 AIA (KH Morristown, TN Real Property Construction, City of Morristown #1 (5 years -- Int'l) Lease Purchase and Lease PO Box 1654 $6451.03 extended) Agreement Morristown, TN 37816-1654 #2 Vendor # 64772 $1300.00
Exhibit "B" - Agreements to Be Assumed Page 51 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 12/1/98 KHAC Orlando, FL Real Property Letter agreement Cargex Orlando II Limited $0.00 (mo-to-mo) Lease office and warehouse Partnership space c/o Cargex Properties Vendor # 57521 49 Atlantic Place South Portland, ME 04106 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 3/1/94 AIA (KH Philadelphia Real Property Lease Agreement Ridgely/Philadelphia Ltd. Taxes (7 years) Int'l) Int'l Airport, Lease Vendor # 67781 Partnership $7413.99 PA 7-I Gwynns Mill Court Rent Owings Mills, MD 21117 $3548.01 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 5/1/99 Kitty Phoenix, AZ Real Property Commercial Lease - Cutter Aviation Rent Hawk Lease hangar offices 2802 E. Old Tower Road $802.50 Airlines Vendor # 63921 Phoenix, AZ 85034 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 1/21/99- KHInc. Portland, OR Real Property South Cargo Complex Port of Portland Landing 3/31/99 Lease Interim Facility Lease P. O. Box 5095 $101,323.04 Vendor # 29559 Portland, OR 97208-5095 Finance Charge $269.37 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 3/28/00 KHAC Sacramento, CA Real Property Agreement for Director of Airports Rent Lease Sublease of Property Sacramento County Department of $10,005.71 Mather Airport Airports Vendor # 57712 6900 Airport Blvd. Sacramento, CA 95837 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 9/8/99 - KHAC San Diego, CA Real Property Office Space Rental Jimsair Aviation Services, Inc. Rent 9/8/2002 Lease Agreement 2904 Pacific Highway $1180.00 Vendor # 74612 San Diego, CA 92101 Parking Attn: Phil Bracamonte $9200.00 - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- KHAC SEATAC Real Property Lease of 22,048 sq ft Transiplex (Seattle) Inc. Rent Deposit Lease bldg E Unit E-102 & P. O. Box 68515 $19,625.34 E-104 Seattle, WA 98168 Vendor # 44492
Exhibit "B" - Agreements to Be Assumed Page 52 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------ --------- --------------- --------------- ---------------------- --------------------------------------- -------------- 12/12/89 - Connie Willow Run Real Property Lease of Building No. County of Wayne, Michigan Rent and 4/30/2009 Kalitta Airport Lease 2613 and 2607 600 Randolph other Services -Ypsilanti, MI Vendor # 44231 Detroit, MI 48226 charges (KH Vendor # 61093 to be Int'l) Wayne County Treasurer determined 801 Willow Run Airport $__________ Ypsilanti, MI 48198-0801 - ------------ --------- --------------- --------------- ----------------------- -------------------------------------- -------------- 6/30/99 KHCargo Ft. Wayne, IN Real Property Restaurant Facility Only Boys, Inc. Meals 5/31/01 Sub-Lease Sublease 6206 Midwood Drive $22,702.69 (portion of Vendor # 66506 Ft. Wayne, IN 46835 Fort Wayne Bldg.) - ------------ --------- --------------- --------------- ----------------------- -------------------------------------- -------------- KHAC ALL Service Radio communication ARINC KHAC Acct# Agreement services Communication by Proxy $11,958.78 (multiple accounts), PO Box 277217 vendor #17021 Atlanta, GA 30384-7217 KHAC Acct # KITHAWAIR01 - ------------ --------- --------------- --------------- ----------------------- -------------------------------------- -------------- 8/15/99 - KHInc DFW Service Agreement for The Network, Inc. $0.00 8/15/00 Agreement Information Services 333 Research Court (annual) dated 8/1/99 Norcross, GA 30092 Vendor # 71633 Attn: Julio Cantillo
Exhibit "B" - Agreements to Be Assumed Page 53 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 3/15/00 KHInc DFW Service Subscriber Agreement Database Technologies, Inc. $0.00 Agreement dated 3/15/00 (not 4530 Blue Lake Dr. executed by DBT) Boca Raton, FL 33431 Vendor # 89317 Attn: Ann McNamara, Contracts Mgr. - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- KHInc. DFW Service Beverage service, Executive Coffee Service $1998.87 Agreement vendor #55601 PO Box 223721 Dallas, TX 75222 - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 1/1/98 - KHAC DFW Simulator Agreement btwn KHAC FlightSafety Boeing $449,000 (1/3 12/31/03 Lease and Marine Air Terminal payable at (to be Agreement FlightSafetyBoeing LaGuardia Airport execution of amended) Training Flushing, NY 11371 amendment, International, LLC Attn: Legal Dept. remaining 2/3 for 727-200 Simulator over 12 Use - ASSUMED AS months) AMENDED AND MODIFIED - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 2/19/99 - KHAC ANC/SEA/ANC USPS USPS #D5A-94-03 United States Postal Service $0.00 1/31/01 USPS #D1E-94-03 - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 12/14/96 - KHAC CNNET USPS USPS #96-01 (CNNET) United States Postal Service $0.00 9/30/97 - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 5/4/98 - KHAC PDX/GEG USPS USPS #99-04 (PDX) United States Postal Service $0.00 4/27/01 - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 2/10/98 - KHAC SEA/IND/SEA USPS USPS #SEASEG 98-01 United States Postal Service $0.00 10/27/00 - ------------- --------- ----------------- --------------- --------------------- ------------------------------------- -------------- 7/11/98 - KHAC SFO/IND/SFO USPS USPS #HQ98-04 United States Postal Service $0.00 6/24/00 LAX/IND/LAX DEN/IND/DEN SAT/DFW/ORD
Exhibit "B" - Agreements to Be Assumed Page 54 AGREEMENTS TO BE ASSUMED
DATE ENTITY LOCATION TYPE DOCUMENT NAME/ADDRESS OF NON-KH PARTY CURE AMOUNT - ------------ ------------ ----------------- --------------- -------------------- ------------------------------------ -------------- 4/18/98 - KHAC TYS/DFW/SEA/ USPS USPS #HQ98-03 United States Postal Service $0.00 4/27/00 GEG - ------------ ------------ ----------------- --------------- -------------------- ------------------------------------ -------------- 6/10/00 - KHAC Various USPS USPS #ASYS-99-01 United States Postal Service $0.00 9/8/00 Domestic Air and R-99-01 Stops - ------------ ------------ ----------------- --------------- -------------------- ------------------------------------ -------------- 8/28/99 - KHAC WNET USPS USPS #HQ99-05 United States Postal Service $0.00 8/26/05 (WNET)
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