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EXHIBIT 4.1




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated as of May 8, 2004 (the
“Agreement”), is by and among Kitty Hawk, Inc., a Delaware corporation (the
“Company”), and the persons listed on the signature page hereto (the
“Holders”).



WITNESSETH:




     WHEREAS, the Holders currently own shares of common stock, par value
$0.000001 per share, of the Company (the “Common Stock”) or warrants
convertible into shares of Common Stock, or both; and



     WHEREAS, the Holders have agreed to enter into separate Voting Agreements,
each dated as of the date hereof, relating to each Holder’s agreement to vote
its shares of Common Stock with regard to certain matters (the “Voting
Agreement”), whether now owned or acquired during the term of the Voting
Agreement; and



     WHEREAS, in consideration for each Holder’s agreement to enter into a
Voting Agreement, the Company has agreed to grant certain registration rights
to the Holders; and



     WHEREAS, the Company desires to enter into this Agreement to set forth the
terms and conditions of the registration rights granted to the Holders;



     NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth and set forth in the Voting Agreement, and for other good and valid
consideration, the parties agree as follows:



SECTION 1. DEFINITIONS




     Each reference herein to an agreement, document or instrument shall mean
that agreement, document or instrument as from time to time amended, modified
or supplemented in accordance with its terms, including in each case all
exhibits, annexes and schedules to such agreement, document or instrument, all
of which are incorporated by reference to such agreement, document or
instrument.



     As used in this Agreement, the following capitalized terms shall have the
meanings ascribed to them below:



     “Affiliates” means, with respect to a specified Person, a Person that
directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person.



     “Business Day” means any day other than a Saturday, a Sunday or a day on
which banking institutions located in the State of New York are authorized or
obligated by law or executive order to close.



     “Company Indemnitee” has the meaning set forth in Section 6(B).



 









 





     “Demand Registration” has the meaning set forth in Section 2(A).



     “Effective Date” means the date hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Holder” means each of Resurgence Asset Management, L.L.C. (“Resurgence”),
Everest Capital Limited (“Everest”), and Stockton, LLC (“Stockton”) and any of
their respective successors and assigns and any other Holder executing this
Agreement pursuant to the provisions of Section 11(A).



     “Holder Indemnitor” has the meaning set forth in Section 6(B).



     “Person” means any natural person, corporation, partnership, limited
liability company, association, joint stock company, business trust or other
legal entity.



     “Piggyback Registration” has the meaning set forth in Section 3(A).



     “Prospectus” means the prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement or any other amendments and supplements to such
prospectus, including without limitation any preliminary prospectus, any
pre-effective or post-effective amendment and all material incorporated by
reference in any prospectus.



     “Registrable Securities” means (x) shares of Common Stock currently owned
by the Holders, (y) shares of Common Stock acquired by a Holder in exchange for
a warrant currently owned by such Holder and (z) any securities issued or
issuable to the Holders in respect of or in exchange for any of such shares of
Common Stock referred to in clauses (x) and (y) by way of a stock dividend or
other distribution, stock split, reverse stock split or other combination of
shares, recapitalization, reclassification, merger, consolidation or exchange
offer. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such Registration Statement, (ii) such securities shall
have been sold to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (iii) such securities shall have been otherwise
transferred or exchanged and new certificates for such securities not bearing a
legend restricting further transfer shall have been delivered by the Company or
(iv) such securities shall have ceased to be outstanding.



     “Registration Expenses” has the meaning set forth in Section 5.



     “Registration Statement” means any registration statement of the Company
which covers Registrable Securities pursuant to the provisions of this
Agreement, all amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.



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     “Rule 144” shall mean Rule 144 promulgated under the Securities Act or any
similar rule as may be in effect from time to time.



     “SEC” means the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.



     “Section 3 Notice” has the meaning set forth in Section 3(A).



     “Securities Act” means the Securities Act of 1933, as amended.



SECTION 2. DEMAND REGISTRATION




     A. Request for Registration. Subject to the provisions of this Section 2,
any Holder at any time during the term of this Agreement may make a written
request for registration under the Securities Act, and pursuant to Rule 415
under the Securities Act or any successor rule providing for the offering of
securities on a continuous or delayed basis, with respect to all or any part of
such Holder’s Registrable Securities (a “Demand Registration”), which request
shall specify the amount of Registrable Securities to be registered and the
intended method or methods of disposition thereof; provided, however, the
Company shall not be required to effect a Demand Registration unless the sale
of the Registrable Securities proposed to be sold by the Holders will result in
aggregate gross proceeds of at least $2.0 million. Promptly after receipt of
such request, the Company shall send written notice of such request to all
Holders from whom written notice has not been received and shall, subject to
the provisions of this Section 2, include in such Demand Registration all
Registrable Securities with respect to which the Company receives written
requests (each request specifying the amount of Registrable Securities to be
registered and the intended method or methods of disposition thereof) for
inclusion therein within 30 days after the date on which the Company’s notice
is sent. No later than 60 days after the end of such 30 day period, but
subject to Section 2(C), the Company shall use its commercially reasonable
efforts to file with the SEC a Registration Statement, registering all
Registrable Securities requested to be included in such Demand Registration for
disposition in accordance with the intended method or methods set forth in the
written requests of the Holders. The Company shall use its commercially
reasonable efforts to cause such Registration Statement to be declared
effective as soon as practicable after filing and to remain effective until the
earlier of (i) two years following the date on which it was declared effective
(subject to extension in the sole discretion of the Company), excluding all
periods of time during which use of the Registration Statement has been
suspended or the Holders have been restricted from selling Registrable
Securities pursuant to the terms hereof, (ii) the date on which all of the
Registrable Securities covered thereby are disposed of in accordance with the
method or methods of disposition stated therein and (iii) the date on which all
of the Registrable Securities covered thereby may be disposed of by the Holders
thereof under Rule 144(k). Subject to Section 2(D), the Company may include in
any Demand Registration additional shares of capital stock to be sold for the
Company’s account pursuant to such Demand Registration.



     B. Number of Registrations. The Company shall not be required to effect
more than one (1) Demand Registration pursuant to this Agreement.



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     C. Suspension of Registration. The Company shall have the right to (i)
delay the filing or effectiveness of the Registration Statement for any Demand
Registration, (ii) to require the Holders not to sell any Registrable
Securities under any Registration Statement or (iii) to delay the preparation
and filing of any supplement or post-effective amendment to the applicable
Registration Statement or Prospectus or any document incorporated therein by
reference, in each case during one or more periods aggregating not more than 60
days in each 12 month period if, in each such instance, (x) the Company would,
in accordance with the advice of its counsel, be required to make public
disclosure of information in the Prospectus or Registration Statement the
public disclosure of which would materially and adversely affect any existing
or prospective material business situation, transaction or negotiation
involving the Company or otherwise materially and adversely affect the Company
or (y) in the good faith judgment of the Company’s Board of Directors, there is
a reasonable likelihood that effecting such Registration Statement at such time
would adversely affect any existing or prospective material business situation,
transaction or negotiation involving the Company or otherwise materially and
adversely affect the Company; provided, however, that each Holder has received
a certificate of the Company executed by its chief executive officer or the
Chairman of the Board of Directors confirming (x) or (y) above.



     D. Priority. If the managing underwriter for a Demand Registration that
involves an underwritten offering shall advise the Company that, in its
opinion, the inclusion of the amount of securities to be sold for the Company’s
account would (x) create a substantial risk that the proceeds or price per
share that will be derived from such Demand Registration will be materially
reduced or that the number of securities to be registered on such Demand
Registration is too large to be reasonably sold or (y) materially and adversely
effect such Demand Registration in any other respect, then the amount of
securities to be sold for the Company’s account shall be reduced (and may be
reduced to zero) in accordance with the managing underwriter’s recommendation.
In the event of such reduction, the number of Registrable Securities included
in such Demand Registration shall be determined by giving (i) first priority to
the Registrable Securities owned by the Holders, allocated if necessary pro
rata among all such Holders, and (ii) second priority to the securities sought
to be included by the Company. In addition, any Holder may elect to withdraw
its Registrable Securities from such Demand Registration upon prompt written
notice to the Company of such withdrawal; provided, however, that such
withdrawal election shall be irrevocable and, after making a withdrawal
election, a Holder shall no longer have any right to include Registrable
Securities in the Demand Registration. If any such withdrawal election is
made, the number of Registrable Securities included in the Demand Registration
shall be increased by the lesser of the amount of Registrable Securities
withdrawn and the aggregate amount of Registrable Securities cut back pursuant
to this Section 2(D), and in accordance with the priority provided by this
Section 2(D).



     E. Interrupted Registration. No Demand Registration requested pursuant to
this Section 2 shall be deemed to have been requested by any Holder of
Registrable Securities for purposes of Section 2(B): (i) unless a Registration
Statement with respect thereto has been declared effective by the SEC;
provided, however, that if a Demand Registration is not effected after the
Company has filed a Registration Statement with respect thereto solely by
reason of the refusal of the requesting Holders to proceed therewith, a Demand
Registration shall be deemed to have been effected by the Company at the
request of such withdrawing Holders unless the withdrawing Holders shall have
paid all reasonable Registration Expenses of the Company in



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connection with such Demand Registration, (ii) if after a Registration
Statement has become effective, such Demand Registration is interfered with by
any stop order, injunction or other order or requirement of the SEC for any
reason other than a misrepresentation or an omission by the requesting Holders,
(iii) if the conditions to closing specified in the underwriting agreement, if
any, entered into in connection with such Demand Registration are not satisfied
or waived by the managing underwriter, other than by reason of some wrongful
act or omission, or act or omission in bad faith, by the requesting Holders or
(iv) if such request has been withdrawn by the requesting Holders prior to the
filing of the Registration Statement with the SEC and such Holders shall have
paid all reasonable Registration Expenses of the Company in connection with
such Demand Registration.



SECTION 3. PIGGYBACK REGISTRATIONS




     A. Right to Include Registrable Securities. If at any time after the
Effective Date the Company proposes to register any of its equity securities
under the Securities Act, whether or not for sale for its own account (other
than a registration on Form S-4 or Form S-8, or any successor or similar
forms), in a manner that would permit registration of Registrable Securities
for sale to the public under the Securities Act (a “Piggyback Registration”),
it will each such time promptly give prior written notice to all Holders: (i)
of its intention to do so, (ii) of the registration form of the SEC that has
been selected by the Company and (iii) of rights of Holders under this Section
3 (the “Section 3 Notice”). The Company will include in a Piggyback
Registration all Registrable Securities with respect to which the Company has
received a written request from the Holders for inclusion therein within 30
days after the Section 3 Notice is given by the Company; provided, however,
that (i) if, at any time after giving a Section 3 Notice and prior to the
effective date of the Registration Statement filed in connection with such
Piggyback Registration, the Company shall determine for any reason that none of
such equity securities shall be registered, the Company may, at its election,
give written notice of such determination to all Holders who so requested to be
included in such Piggyback Registration and, thereupon, shall be relieved of
its obligation to register any Registrable Securities in connection with such
abandoned Piggyback Registration and (ii) in case of a determination by the
Company to delay registration of its equity securities, the Company shall be
permitted to delay a Piggyback Registration for the same period as the delay in
registering such other equity securities by the Company. No Piggyback
Registration shall be deemed a Demand Registration for purposes of Section
2(B). Notwithstanding anything to the contrary in Section 2, provided that the
securities offered by the Company are successfully registered within 90 days
from the date a Section 3 Notice is given by the Company, no Holder shall have
the right to require the Company to effect a Demand Registration of any
Registrable Securities pursuant to Section 2 until the earlier of (A) the
completion of the distribution of the securities offered and registered
pursuant to a Section 3 Notice and (B) 90 days after the date each Registration
Statement effected under this Section 3 is declared effective.



     B. Priority; Registration Form.



          (1) If the managing underwriter for a Piggyback Registration in which
Registrable Securities are proposed to be included pursuant to this Section 3
that involves an underwritten offering shall advise the Company that, in its
opinion, the inclusion of the amount of Registrable Securities to be sold for
the account of Holders would (x) create a substantial risk that



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the proceeds or price per share that will be derived from such Piggyback
Registration will be materially reduced or that the number of securities to be
registered on such Piggyback Registration is too large to be reasonably sold or
(y) materially and adversely affect such Piggyback Registration in any other
respect, then the number of Registrable Securities to be sold for the account
of such Holders shall be reduced (and may be reduced to zero) in accordance
with the managing underwriter’s recommendation. In the event that the number
of Registrable Securities to be included in any Piggyback Registration is
reduced (but not to zero), the number of such Registrable Securities included
in such Piggyback Registration shall be allocated pro rata among all requesting
Holders and all other holders of Common Stock having the right to include their
shares of Common Stock in such registration, on the basis of the relative
number of shares of such Common Stock each such Holder or other holder has
requested to be included in such Piggyback Registration. If, as a result of
the proration provisions of this Section 3(B), any Holder shall not be entitled
to include all Registrable Securities in a Piggyback Registration pursuant to
this Section 3 that such Holder has requested be included, such Holder may
elect to withdraw its Registrable Securities from the registration; provided,
however, that such withdrawal election shall be irrevocable and, after making a
withdrawal election, a Holder shall no longer have any right to include
Registrable Securities in the Piggyback Registration as to which such
withdrawal election was made. If any such withdrawal election is made, the
number of Registrable Securities included in the Piggyback Registration shall
be increased by the lesser of the amount of Registrable Securities withdrawn
and the aggregate amount of Registrable Securities cut back pursuant to this
Section 3(B)(1), and in accordance with the priority provided by this Section
3(B)(1).



          (2) If the Company is using a Form S-3 to effectuate a registration
pursuant to this Section 3 or Section 2, but it would not be eligible to use
such form for the number of Registrable Securities to be included at the
request of other Holders, the Company may elect to not include such Registrable
Securities in such registration.



     C. Merger, Consolidation, etc. Notwithstanding anything in this Section 3
to the contrary, Holders shall not have any right to include their Registrable
Securities in any distribution or registration of equity securities by the
Company, which is a result of a merger, consolidation, acquisition, exchange
offer, recapitalization, other reorganization, dividend reinvestment plan,
stock option plan or other employee benefit plan, or any similar transaction
having the same effect.



SECTION 4. REGISTRATION PROCEDURES




     A. The Company to Use Commercially Reasonable Efforts. In connection with
the Company’s registration obligations pursuant to Sections 2 and 3, the
Company shall use its commercially reasonable efforts to effect such
registrations to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant
thereto the Company shall:



          (1) prepare and file with the SEC a Registration Statement or Registration
Statements relating to the applicable registration on any appropriate form
under the Securities Act, and to cause such Registration Statements to become
effective as soon as reasonably practicable and to remain continuously
effective for the time period required by this Agreement



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to the extent permitted under the Securities Act or until the distribution
contemplated in the Registration Statement is completed; provided, however,
that as soon as reasonably practicable but in no event later than three
Business Days before filing such Registration Statement, any related Prospectus
or any amendment or supplement thereto, other than any amendment or supplement
made solely as a result of incorporation by reference of documents filed with
the SEC subsequent to the filing of such Registration Statement, the Company
shall furnish to the Holders of the Registrable Securities covered by such
Registration Statement, their counsel selected as provided in Section 5(vi) and
the underwriters, if any, copies of all such documents proposed to be filed,
which Holders, counsel and underwriters shall be afforded a reasonable
opportunity to review such documents and comment thereon;



          (2) prepare and file with the SEC, as promptly as reasonably practicable,
such amendments and post-effective amendments to each Registration Statement as
may be necessary to keep such Registration Statement effective for the
applicable period set forth in Section 2(A); and cause the Registration
Statement and the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed in accordance with
the Securities Act and any rules and regulations promulgated thereunder; and
otherwise comply with the provisions of the Securities Act as may be necessary
to facilitate the disposition of all Registrable Securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of disposition by the selling Holders thereof set
forth in such Registration Statement or such Prospectus or Prospectus
supplement;



          (3) notify the selling Holders and the managing underwriters, if any, as
promptly as reasonably practicable if at any time (A) any Prospectus,
Registration Statement or amendment or supplement thereto is filed (other than
any amendment or supplement made solely as a result of incorporation by
reference of documents filed with the SEC subsequent to the filing of such
Registration Statement), (B) any Registration Statement, or any post-effective
amendment thereto, becomes effective, (C) the SEC requests any amendment or
supplement to, or any additional information in respect of, any Registration
Statement or Prospectus, (D) the SEC issues any stop order suspending the
effectiveness of a Registration Statement or initiates any proceedings for that
purpose, (E) the Company receives any notice that the qualification of any
Registrable Securities for sale in any jurisdiction has been suspended or that
any proceeding has been initiated for the purpose of suspending such
qualification or (F) any event occurs which requires that any changes be made
in such Registration Statement or any related Prospectus so that such
Registration Statement or Prospectus will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however,
that in the case of this subclause (F), such notice need only state that an
event of such nature has occurred, without describing such event. The Company
hereby agrees to promptly reimburse any selling Holders for any reasonable
out-of-pocket losses and expenses incurred in connection with any uncompleted
sale of any Registrable Securities in the event that the Company fails to
timely notify such Holder that the Registration Statement then on file with the
SEC is no longer effective;



          (4) use its commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement, or the
qualification of any Registrable Securities for sale under the applicable
securities or blue sky laws in any jurisdiction in the United States, at the
earliest reasonably practicable moment;



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          (5) if requested by the managing underwriters or the Holders of a majority
of the Registrable Securities being sold in connection with an underwritten
offering, incorporate into a Prospectus supplement or a post-effective
amendment to the Registration Statement any information which the managing
underwriters and the Holders of a majority of the Registrable Securities being
sold in connection therewith reasonably agree is required to be included
therein relating to such sale of Registrable Securities; and file such
supplement or post-effective amendment as soon as practicable in accordance
with the Securities Act and the rules and regulations promulgated thereunder;



          (6) furnish to each selling Holder and each managing underwriter, if any,
one signed copy of the Registration Statement or Registration Statements and
any post-effective amendment thereto, including all financial statements and
schedules thereto, all documents incorporated therein by reference and all
exhibits thereto (including exhibits incorporated by reference) as promptly as
practicable after filing such documents with the SEC;



          (7) deliver to each selling Holder and each underwriter, if any, as many
copies of the Prospectus or Prospectuses (including each preliminary
Prospectus) and any amendment or supplement thereto as such selling Holder or
underwriter, if any, may reasonably request; and consent to the use of such
Prospectus or any amendment or supplement thereto by each such selling Holder
and underwriter, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus, amendment or supplement;



          (8) prior to any public offering of Registrable Securities, (i) use its
commercially reasonable efforts to register or qualify, or to cooperate with
the selling Holders, the underwriters, if any, and their respective counsel in
connection with the registration or qualification of, such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions in the United States as may be requested by the Holders of a
majority of the Registrable Securities included in such Registration Statement;
(ii) use its commercially reasonable efforts to keep each such registration or
qualification effective during the period set forth in Section 2(A) that the
applicable Registration Statement is required to be kept effective; and (iii)
do any and all other acts or things reasonably necessary to enable the
disposition in such jurisdictions of the Registrable Securities covered by such
Registration Statement; provided, however, that the Company will not be
required to qualify generally to do business in any jurisdiction where it is
not then so qualified or to take any action which would subject it to general
service of process in any jurisdiction where it is not then so subject;



          (9) cooperate with the selling Holders and the underwriters, if any, in
the preparation and delivery of certificates representing the Registrable
Securities to be sold, such certificates to be in such denominations and
registered in such names as such selling Holders or managing underwriters may
request at least two Business Days prior to any sale of Registrable Securities
represented by such certificates;



          (10) subject to Section 2(C), upon the occurrence of any event described
in subclause (F) of clause (3) above, promptly prepare and file a supplement or
post-effective amendment to the applicable Registration Statement or Prospectus
or any document incorporated therein by reference, and any other required
documents, so that such Registration Statement and Prospectus will not
thereafter contain an untrue statement of a material fact or omit to state any



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material fact necessary to make the statements therein not misleading; and
use its commercially reasonable efforts to cause such supplement or
post-effective amendment to become effective as soon as practicable;



          (11) take all other actions in connection therewith as are reasonably
necessary or desirable in order to facilitate the disposition of the
Registrable Securities included in such Registration Statement and, in the case
of an underwritten offering: (A) enter into an underwriting agreement in
customary form with the managing underwriter (such agreement to contain
standard and customary indemnities, representations, warranties and other
agreements of or from the Company); (B) use its commercially reasonable efforts
to obtain opinions of counsel to the Company (which, if reasonably acceptable
to the underwriters, may be the Company’s inside counsel) addressed to the
underwriters, such opinions to be in customary form; and (C) use its
commercially reasonable efforts to obtain “comfort” letters from the Company’s
independent certified public accountants addressed to the underwriters, such
letters to be in customary form;



          (12) make available for inspection by any selling Holder of Registrable
Securities, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
any such selling Holder or underwriter all financial and other records,
pertinent corporate documents and properties of the Company as shall be
necessary to enable them to fulfill their due diligence responsibilities, and
cause the Company’s officers, directors, employees, attorneys and independent
accountants to supply all information reasonably requested by any such selling
Holders, underwriters, attorneys, accountants or agents in connection with such
Registration Statement as shall be necessary to enable them to fulfill their
due diligence responsibilities; provided, however, that information which the
Company determines, in good faith, to be confidential shall not be disclosed by
such persons unless (x) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in such Registration Statement, or
(y) the release of such information is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction. Each selling Holder of
Registrable Securities agrees, on its own behalf and on behalf of all its
underwriters, accountants, attorneys and agents, that the information obtained
by it as a result of such inspections shall be kept confidential by it and not
disclosed by or on behalf of it, and shall not be used by it as the basis for
any market transactions in the securities of the Company, in each case unless
and until such information is made generally available to the public other than
by or on behalf of such selling Holder. Each selling Holder of Registrable
Securities further agrees, on its own behalf and on behalf of all its
underwriters, accountants, attorneys and agents, that it will, upon learning
that disclosure of such information is sought in a court of competent
jurisdiction, give prompt notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the
information deemed confidential;



          (13) use its commercially reasonable efforts to cause all Registrable
Securities registered pursuant hereunder to be listed or quoted on each
securities exchange or quotation medium on which similar securities by the
Company are then listed, and in the event that the Company does not have any
such securities, the Company will use its commercially reasonable efforts to
cause all Registrable Securities registered pursuant hereunder to be listed or
quoted on a securities exchange or quotation medium;



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          (14) provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities; and



          (15) take all such other actions not inconsistent with the terms of this
Agreement as the Holders of a majority of the Registrable Securities being sold
or the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities.



     B. Holders’ Obligation to Furnish Information.



          (1) The Company may require each Holder of Registrable Securities as to
which any registration is being effected under Section 2 or Section 3 herein to
furnish to the Company (i) a standard selling stockholder questionnaire
requesting information to determine compliance with all applicable securities
laws and (ii) such information regarding (x) the intended method or methods of
distribution of such Registrable Securities as the Company may from time to
time reasonably request and (y) such other information about the Holder and its
Affiliates as is required to be set forth in the Registration Statement or
Prospectus.



          (2) No later than 7 business days prior to the date on which a
Registration Statement is expected to become effective, each Holder shall
furnish to the Company a list of the jurisdictions in which such Holder intends
to sell Registrable Securities pursuant to such Registration Statement so that
the Company may comply with any applicable securities laws of such
jurisdictions. Further, Holder hereby covenants and agrees to cooperate with,
and to use its commercially reasonable efforts to help, the Company in
complying with each such jurisdictions securities laws.



     C. Suspension of Sales Pending Amendment of Prospectus. Each Holder
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in subclauses (C)-(F) of subsection A(3) above,
such Holder will suspend the disposition of any Registrable Securities covered
by such Registration Statement or Prospectus until such Holder’s receipt of the
copies of a supplemented or amended Prospectus or until it is advised in
writing by the Company that the use of the applicable Prospectus may be
resumed, and, if so directed by the Company, such Holder will deliver to the
Company all copies, other than permanent file copies, then in such Holder’s
possession of any Prospectus covering such Registrable Securities.



SECTION 5. REGISTRATION EXPENSES




     All expenses incident to the Company’s performance of or compliance with
its obligations under this Agreement, including without limitation all (i)
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws, (iii) printing expenses, (iv) fees and
disbursements of its counsel and its independent certified public accountants
(including the expenses of any special audit or “comfort” letters required by
or incident to such performance or compliance), (v) securities acts liability
insurance (if the Company elects to obtain such insurance), (vi) reasonable
fees and expenses of one counsel for the Holders of Registrable Securities
covered by each Registration Statement, with such counsel to be selected by the
Company on behalf of the Holders of Registrable Securities, subject to the
approval of



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Holders of a majority of the Registrable Securities, which approval shall
not be unreasonably withheld (all such expenses being herein referred to in
clauses (i) through (vi) as “Registration Expenses”), and (vii) the expenses
and fees for listing securities to be registered on each securities exchange on
which similar securities by the Company are then listed shall, subject to
Section 2(E), be borne by the Company; provided, however, that Registration
Expenses shall not include any underwriting discounts, commissions or fees
(including legal fees of underwriter’s counsel (if any)) attributable to the
sale of the Registrable Securities.



SECTION 6. INDEMNIFICATION




     A. Indemnification by the Company. In the event of any registration of
any securities of the Company under the Securities Act pursuant to Section 2 or
3, the Company shall indemnify and hold harmless each selling Holder of any
Registrable Securities covered by such Registration Statement, its Affiliates,
general and limited partners, members and shareholders and each of its and
their directors, officers, managers, employees, attorneys, investment advisors
and agents, each other Person who participates as an underwriter, if any, in
the offering or sale of such securities and each other Person, if any, who
controls such selling Holder or any such underwriter within the meaning of the
Securities Act, against any and all losses, claims, damages or liabilities,
joint or several, and expenses (including any amounts paid in any settlement
effected with the Company’s consent, which consent shall not be unreasonably
withheld) to which such selling Holder or other indemnified Person may become
subject under the Securities Act, the Exchange Act, other applicable federal or
state securities laws or any rule or regulation promulgated under either of
them, or common law, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement under which such securities were registered under
the Securities Act or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary Prospectus, together with the documents
incorporated by reference therein (as amended or supplemented if the Company
shall have filed with the SEC any amendment thereof or supplement thereto), if
used prior to the effective date of such Registration Statement, or contained
in the Prospectus, together with the documents incorporated by reference
therein (as amended or supplemented if the Company shall have filed with the
SEC any amendment thereof or supplement thereto), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or (iii) any violation
by the Company of the Securities Act, the Exchange Act, other applicable
federal or state securities laws or any rule or regulation promulgated under
either of them, or common law applicable to the Company and relating to action
required of or inaction by the Company in connection with any such
registration, and the Company will reimburse such selling Holder and each other
indemnified Person for any legal or any other expenses reasonably incurred by
any of them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, however, that the Company shall not
be liable to any such selling Holder or other indemnified Person in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such Registration



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Statement or amendment thereof or supplement thereto or in any such
preliminary, final or summary Prospectus in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
selling Holder or other indemnified Person, specifically for use in the
preparation thereof; and provided, further, that the Company will not be liable
to any Person who participates as an underwriter in any underwritten offering
or sale of Registrable Securities, or to any Person who is a selling Holder in
any offering or sale of Registrable Securities, or any other Person, if any,
who controls such underwriter or selling Holder within the meaning of the
Securities Act, under the indemnity agreement in this Section 6(A) with respect
to any preliminary Prospectus or the final Prospectus (including any amended or
supplemented preliminary or final Prospectus), as the case may be, to the
extent that any such loss, claim, damage or liability of such underwriter,
selling Holder or controlling Person results from the fact that such
underwriter, selling Holder or controlling Person sold Registrable Securities
to a person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the final Prospectus as then amended or
supplemented, whichever is most recent, if the Company has previously furnished
copies thereof to such underwriter, selling Holder or controlling Person and
such final Prospectus, as then amended or supplemented, has corrected any such
misstatement or omission; and provided, further, that the Company shall not be
liable to any Affiliate, general and limited partner, member and shareholder,
director, officer, manager, employee, attorney, investment advisor or agent of
any selling Holder under the indemnity agreement in this Section 6(A) if the
Company is not liable to such selling Holder under this Section 6(A). Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Stockholder or other indemnified
Person.



     B. Indemnification by the Sellers. In consideration of the Company’s
including any Registrable Securities in any Registration Statement filed in
accordance with Section 2 or 3, each prospective selling Holder (each, a
“Holder Indemnitor”) of such Registrable Securities and any underwriter shall
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6(A)) the Company and its directors, officers, employees,
managers, attorneys, investment advisors and agents and each person controlling
the Company within the meaning of the Securities Act (each, a “Company
Indemnitee”) against any and all losses, claims, damages or liabilities, joint
or several, and expenses (including any amounts paid in any settlement effected
with such Holder Indemnitor’s consent, which consent shall not be unreasonably
withheld) to which the Company Indemnitees may become subject under the
Securities Act, the Exchange Act, other applicable federal or state securities
laws or any rule or regulation promulgated under either of them, or common law,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise solely out of or are based solely upon
any statement or alleged statement in or omission or alleged omission from such
Registration Statement, any preliminary, final or summary Prospectus contained
therein, or any amendment or supplement, if such statement or alleged statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company or its representatives by or
on behalf of such selling Holder or underwriter specifically for use in the
preparation of such Registration Statement, preliminary, final or summary
Prospectus or amendment or supplement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Company or any of its directors, officers or controlling Persons.
Notwithstanding the foregoing, no Holder’s indemnification obligation shall
exceed the amount of proceeds received by it from the sale of Registrable
Securities in the offering to which the losses, claims, damages or liabilities
of the indemnified



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parties relate. The Company may require as a condition to its including
Registrable Securities in any Registration Statement filed hereunder that the
Holder thereof acknowledge its agreement to be bound by the provisions of this
Agreement (including Section 6) applicable to it.



     C. Notices of Claims. Promptly after receipt by an indemnified party
hereunder of written notice of the commencement of any action or proceeding
with respect to which a claim for indemnification may be made pursuant to this
Section 6, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the indemnifying
party of the commencement of such action; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Section 6, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein, and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party,
to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party; provided, further, that if, in the indemnified party’s
reasonable judgment, a conflict of interest between the indemnified party and
the indemnifying party exists in respect of such claim, then such indemnified
party shall have the right to participate in the defense of such claim and to
employ one counsel at the indemnifying party’s expense to represent such
indemnified party. No indemnified party will consent to entry of any judgment
or enter into any settlement without the indemnifying party’s consent to such
judgment or settlement, which shall not be unreasonably withheld.



     D. Contribution. If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under this
Section 6, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in this Section 6 in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and the
indemnified party on the other hand in connection with statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statements or
omission. The Company agrees, and the Holders (in consideration of the
Company’s including any Registrable Securities in any Registration Statement
filed in accordance with Section 2 or 3) shall be deemed to have agreed, that
it would not be just and equitable if contributions pursuant to this Section
6(D) were to be determined by pro rata allocation or by any other method or
allocation which does not take account of the equitable considerations referred
to in the first two sentences of this Section 6(D). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this Section 6(D) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim (which
shall be limited as provided in Section 6(C) if the indemnifying party has
assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this Section 6(D). No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not



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guilty of such fraudulent misrepresentation. Promptly after receipt by an
indemnified party of notice of the commencement of any action against such
party in respect of which a claim for contribution may be made against an
indemnifying party under this Section 6(D), such indemnified party shall notify
the indemnifying party in writing of the commencement thereof if the notice
specified in Section 6(C) has not been given with respect to such action;
provided, however, that the omission so to notify the indemnifying party shall
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise under this Section 6(D), except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice.
Notwithstanding anything in this Section 6(D) to the contrary, no indemnifying
party (other than the Company) shall be required pursuant to this Section 6(D)
to contribute any amount in excess of the proceeds received by such
indemnifying party from the sale of Registrable Securities in the offering to
which the losses, claims, damages or liabilities of the indemnified parties
relate.



SECTION 7. RULE 144




     A. At all times following the Effective Date while its securities are
traded on a national exchange or electronic quotation system, the Company shall
provide and file such financial and other information concerning the Company as
may from time to time be required by the SEC, so as to comply with all
reporting requirements under the Exchange Act, and shall, upon request, state
in writing that it has complied with all such requirements, and further agrees
that, for so long as the Company is not subject to Section 13 or 15(d) of the
Exchange Act, the Company shall comply in all respects with paragraph (c)(2) of
Rule 144.



     B. Following the Effective Date the Company covenants that it will file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or,
if the Company is not required to file such reports, it will, upon the request
of any holder of Registrable Securities, make publicly available other
information), and it will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell shares of Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of any holder of Registrable Securities, the Company
will deliver to such holder a written statement as to whether it has complied
with such requirements.



SECTION 8. UNDERWRITTEN REGISTRATIONS




     A. Selection of Underwriters. If any of the Registrable Securities
covered by the Demand Registration are to be sold in an underwritten offering,
the underwriter or underwriters and managing underwriter or managing
underwriters that will administer the offering shall be selected by a majority
of the Holders participating in such underwritten offering; provided, however,
that such underwriters and managing underwriters shall be subject to the
approval of the Company, which approval shall not be unreasonably withheld.



     B. Agreements of Selling Holders. No Holder shall sell any of its
Registrable Securities in any underwritten offering pursuant to a registration
hereunder unless such Holder



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agrees to sell such Registrable Securities on a basis provided in an
underwriting agreement in customary form. No Holder shall sell any of its
Registrable Securities in any offering, whether or not underwritten, pursuant
to a registration hereunder unless such Holder completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-ups and other documents required under the terms of such underwriting
agreements or as reasonably requested by the Company.



SECTION 9. HOLDBACK AGREEMENTS




     A. Restrictions on Public Sales by Holders. To the extent not
inconsistent with applicable law, each Holder that is timely notified in
writing by the managing underwriter or underwriters shall not effect any public
sale or distribution (including a sale pursuant to Rule 144) of any issue being
registered in an underwritten offering (other than pursuant to an employee
stock option, stock purchase, stock bonus or similar plan, or pursuant to a
merger, an exchange offer or a transaction of the type specified in Rule 145(a)
under the Securities Act), any securities of the Company similar to any such
issue or any securities of the Company convertible into or exchangeable or
exercisable for any such issue or any similar issue, during the 15 days prior
to the effective date of the applicable Registration Statement, if such date is
known, or during the period beginning on such effective date and ending on the
earlier of (i) the completion of the distribution of such securities by the
Company pursuant to such offering; (ii) 180 days after such effective date,
except as part of such registration and (iii) the release of any such
restrictions on any holder of securities of the Company who has specifically
signed a similar agreement with the underwriter(s) of such offering; provided
that such restrictions shall apply not more than once during any nine-month
period and in no case shall such restrictions apply for an aggregate of more
than 360 days after the effective date.



     B. Restrictions on Public Sales by the Company. If so requested by the
managing underwriter or underwriters, the Company shall not effect any public
sale or distribution of any issue of the same class or series as Registrable
Securities being registered in an underwritten offering (other than pursuant to
an employee stock option, stock purchase, stock bonus or similar plan, or
pursuant to a merger, exchange offer or a transaction of the type specified in
Rule 145(a) under the Securities Act), any securities of the Company similar to
any such issue or any securities of the Company convertible into or
exchangeable or exercisable for any such issue, during the 15 days prior to the
effective date of the applicable Registration Statement, if such date is known,
or during the period beginning on such effective date and ending on the earlier
of (i) the completion of the distribution of such securities by the Company
pursuant to such offering and (ii) 180 days after such effective date, except
as part of such registration.



     C. Identification as Underwriter. In the event that any Holder is
required by the SEC to be identified in the Registration Statement as an
underwriter (the “Identified Holders”), the Company shall upon written request
of such Identified Holder:



          (1) make such representations and warranties to such requesting Identified
Holder, in form, substance and scope as are customarily made by issuers to
underwriters in secondary offerings;



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          (2) cause to be delivered to such requesting Identified Holder, reasonable
and customary opinions of independent counsel to the Company, on and dated as
of the effective date of a Registration Statement, and within ninety (90) days
following the end of each fiscal year thereafter, which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to such
requesting Identified Holder and its counsel and covering, without limitation,
such matters as the due authorization and issuance of the securities being
registered and compliance with securities laws by the Company in connection
with the authorization, issuance and registration thereof and other matters
that are customarily given to underwriters in underwritten secondary offerings,
addressed to such requesting Identified Holder and each underwriter, if any;



          (3) cause to be delivered, immediately prior to the effectiveness of a
Registration Statement and within ninety (90) days following the end of each
fiscal year during which the Company’s independent certified public accountants
shall have reviewed the Company’s audited financial statements, a “comfort”
letter from the Company’s independent certified public accountants addressed to
such requesting Identified Holder stating that such accountants are independent
public accountants within the meaning of the Securities Act and the applicable
published rules and regulations thereunder, and otherwise in customary form and
covering such financial and accounting matters as are customarily covered by
letters of the independent certified public accountants delivered in connection
with secondary offerings; and each such letter shall be reasonably satisfactory
to such requesting Identified Holder;



          (4) deliver such documents and certificates as may be reasonably requested
by such requesting Identified Holder of the Registrable Securities being sold
to evidence compliance with clause (1) above.



     The rights described in this Section 9(C) shall terminate and be of no
further force or effect with respect to a particular Identified Holder on the
date such Identified Holder is permitted to sell pursuant to Rule 144(k) all of
the securities owned by such Identified Holder that are registered under the
Registration Statement.



SECTION 10. HOLDERS’ REPRESENTATIONS AND WARRANTIES




     A. Transfer of Registrable Securities. Each of the Holders represents and
warrants to the Company that such Holder has not transferred any of its rights
under that certain Registration Rights Agreement, dated as of December 15,
2002, by and among the Company, Resurgence, Everest and Stockton (the “Original
Registration Rights Agreement”), to any other Person.



SECTION 11. MISCELLANEOUS




     A. Amendments and Waivers. This Agreement may be amended, and waivers or
consents to departures from the provisions hereof may be given, only by a
written instrument duly executed, in the case of an amendment, by all of the
parties hereto, or in the case of a waiver or consent, by the party against
whom the waiver or consent, as the case may be, is to be effective; provided,
however, that notwithstanding the foregoing, the Company may permit additional
Holders to execute a counterpart of this Agreement prior to the filing of the



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Registration Statement, solely at the Company’s discretion; provided
further, however, that in no event shall this Agreement cover the registration
of a number of shares of Common Stock in excess of the number of shares of
Common Stock subject to registration on behalf of the Holders under the
Original Registration Rights Agreement (as adjusted for stock splits, stock
dividends and other pro rata changes in capitalization).



     B. Successors, Assigns and Transferees. The rights under this Agreement
may not be transferred or assigned by a Holder without the prior written
consent of the Company, which may determine whether to provide such consent in
its sole discretion. This Agreement shall be binding upon and shall inure to
the benefit of the Company, the Holders and their respective successors and
permitted assigns and transferees.



     C. Integration. This Agreement and the documents referred to herein or
delivered pursuant hereto that form a part hereof contain the entire
understanding of the Company and the Holders with respect to its subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth herein. This Agreement supersedes all
prior agreements and understandings between the Company and the Holders with
respect to its subject matter, including the Original Registration Rights
Agreement, which shall terminate and be of no further force and effect upon the
execution and delivery of this Agreement by the parties hereto. The Company
represents to the Holders that it has not entered into any agreement which is
inconsistent with this Agreement.



     D. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be sent by first class mail, telecopier
or hand delivery:



     If to the Company, to:


Kitty Hawk, Inc.

P.O. Box 612787

1515 W. 20th Street

DFW International Airport, Texas 75261

Attention: Steven E. Markhoff

Fax: (972) 456-2449



     with a copy to:


Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202-3789

Attention: Garrett A. DeVries, Esq.

Fax: (214) 200-0428


All such notices and communications shall be deemed to have been given or made
(i) when delivered by hand, (ii) three Business Days after being deposited in
the mail, postage prepaid or (iii) when telecopied, receipt acknowledged. The
Company may change its address for receipt of notices by notice of such change
given in the manner contemplated hereby to the Holders.



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     F. Descriptive Headings. The headings in this Agreement are for
convenience of reference only and shall not limit, expand or otherwise affect
the meaning of the terms contained herein.



     G. Severability. In the event that any one or more of the provisions
hereof is held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
Company and the Holders shall be enforceable to the fullest extent permitted by
law.



     H. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to the principles thereof relating to conflict of laws. Each party hereto
hereby consents to the exclusive jurisdiction and venue of the state and
federal courts located in the City and County of New York, New York in any
action or proceeding arising hereunder and to service of process by certified
mail, return receipt requested (which shall constitute “personal service”)



     I. Counterparts; Facsimile Signatures. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Facsimile
copies of original signatures shall have the same effect as the original.



     J. Term. This Agreement shall be terminated and be of no further force
and effect upon the earlier of (i) the termination of the effectiveness, or the
withdrawal of, the Registration Statement filed pursuant to Section 2(A) above;
(ii) the date on which the Common Stock owned by the Holders on the date hereof
has been sold, or (iii) the date on which the Common Stock owned by the Holders
on the date hereof is eligible for resale under Rule 144(k) promulgated under
the Securities Act.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date set forth above.

	 	 	 	 	 
	 	KITTY HAWK, INC.

 	 
	 	By:  	/s/ Robert W. Zoller, Jr.	 
	 	 	Name:  	Robert W. Zoller, Jr. 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 


	 	 	 	 	 
	 	HOLDERS





RESURGENCE ASSET MANAGEMENT, L.L.C.

 	 
	 	By:  	/s/ Robert T. Symington	 
	 	 	Name:  	Robert T. Symington	 
	 	 	Title:  	Managing Director	 
	 


	 	 	 	 	 
	 	EVEREST CAPITAL LIMITED

on behalf of its and its affiliates managed funds and accents
 
	 
	 	By:  	/s/ Eric Graham	 
	 	 	Name:  	Eric Graham	 
	 	 	Title:  	Principal	 
	 


	 	 	 	 	 
	 	STOCKTON, LLC

 	 
	 	By:  	/s/ Paul E Singer	 
	 	 	Name:  	Paul E Singer	 
	 	 	Title:  	President	 
	 





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