exv10w15



 





EXHIBIT 10.15




SECOND AMENDED AND RESTATED AIRCRAFT AND ENGINE USE AGREEMENT




     This Second Amended and Restated Aircraft Use Agreement (this
“Agreement”), is made as of the 1st day of November, 2004, by and between Kitty
Hawk Aircargo, Inc. (“Aircargo”) and the Kitty Hawk Collateral Liquidating
Trust, by Langdon Asset Management, Inc., its Trust Manager (the “Trust”).



     A. Aircargo and the Trust entered into that certain Aircraft and Engine
Use Agreement dated as of September 30, 2002 (the “Original Agreement”) and
entered into the Amended Aircraft and Engine Use Agreement dated as of January
1, 2004.



     B. Aircargo and the Trust have determined to amend and restate the
Original Agreement, and the Amended and Restated Aircraft and Engine Use
Agreement in its entirety as set forth herein.



     C. In consideration of the foregoing premises (which constitute an
integral part of this Agreement) and the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:



     1. Utilization of Airframes.


Airframes N278US, N279US, N281KH and N284KH – (the “Heavy Weight Airframes”)



Aircargo shall use the Heavy Weight Airframes identified on Schedule A
collectively, in total, a minimum of ***** block hours (“Block Hours”) per
month (the “Minimum Heavy Weight Airframe Usage”). Each Heavy Weight Airframe
shall be available for use by Aircargo for purposes of this Agreement until the
date set forth opposite such Heavy Weight Airframe on Schedule A (for each
Heavy Weight Airframe, the “Available to Date”). Notwithstanding the
foregoing, if for any reason during any month fewer than four (4) Heavy Weight
Airframes (the four current Heavy Weight Airframes being N278US, N279US, N281KH
and N284KH, and, collectively, the “Heavy Weight Airframes”) are available for
Aircargo’s use, the Minimum Airframe Usage for such month will be reduced by
***** Block Hours for each of the four (4) Heavy Weight Airframes not available
for Aircargo’s use.



For purposes of determining the Minimum Heavy Weight Airframe Usage requirement
in any month, the Available to Dates of airframes N278US, N279US, N281KH and
N284KH set forth on Schedule A shall apply regardless of whether Aircargo
elects a Heavy Weight Airframe Extension Option (as defined below) with respect
to such Heavy Weight Airframe. Furthermore, for the purposes of determining
the Minimum Heavy Weight Airframe Usage requirement in any month, any Heavy
Weight Airframe for which a Heavy Weight Extension Option has been exercised
and the corresponding maintenance event has been completed will be deemed not
available for use for purposes of calculating the Minimum Heavy Weight Airframe
Usage requirement referenced in the preceding paragraph and instead will be
governed by the Aircargo



CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.


 









 









Minimum Block Hour Commitment for such Heavy Weight Airframe as reflected on
Schedule B.



In the event that any Heavy Weight Airframe is not available for use by
Aircargo during any part of a month prior to the Available to Date applicable
to such airframe, the Minimum Heavy Weight Airframe Usage requirement for such
month shall be reduced by the number of Block Hours attributable to such Heavy
Weight Airframe prorated for such part of the month for which such airframe is
unavailable based on a thirty-day month. Any Heavy Weight Airframe with less
than ***** Block Hours remaining prior to its next required C-Check or Heavy
Maintenance event is deemed not available for use.



Airframes N69739, N69740, N854AA, N252US, N6827, N6833, and N6809 – (the “Other
Airframes”)



Until the latest date shown on Schedule A for the Other Airframes, Aircargo
shall use the Other Airframes identified on Schedule A collectively, in total,
a minimum of ***** block hours (“Block Hours”) per month (the “Minimum Other
Airframe Usage”). Each Other Airframe shall be available for use by Aircargo
for purposes of this Agreement until the date set forth opposite such Other
Airframe on Schedule A (for each Other Airframe, the “Available to Date”).
Notwithstanding the foregoing, if for any reason during any month fewer than
seven (7) Other Airframes are available for Aircargo’s use, the Minimum Other
Airframe Usage for such month will be reduced by ***** Block Hours for each of
the seven (7) Other Airframes not available for Aircargo’s use. In the event
that any Other Airframe is not available for use by Aircargo during any part of
a month prior to the Available to Date applicable to such airframe, the Minimum
Other Airframe Usage requirement for such month shall be reduced by the number
of Block Hours attributable to such Other Airframe prorated for such part of
the month for which such Other Airframe is unavailable based on a thirty-day
month. Any Other Airframe with less than ***** Block Hours remaining prior to
its next required C-Check or Heavy Maintenance event is deemed not available
for use.



“Airframes” when used without the modifier ‘Heavy Weight’ or ‘Other’ refers to
either or both the Heavy Weight Airframes and the Other Airframes as
applicable.




     2. Rates for Airframes. The Block Hour rate for utilization of each of
the Airframes shall be as follows:



	 	 	 	 	 
	 	 	Rate per Block Hour
	 	 	Until Aircraft Extension Options
	Airframe
	 	per Schedule B

	N278US
	 	$	*	****
	N279US
	 	$	*	****
	N281KH
	 	$	*	****
	N284KH
	 	$	*	****
	N69739
	 	$	*	****






CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.




2









 








	 	 	 	 	 
	 	 	Rate per Block Hour
	 	 	Until Aircraft Extension Options
	Airframe
	 	per Schedule B

	N69740
	 	$	*	****
	N854AA
	 	$	*	****
	N252US
	 	$	*	****
	N6809
	 	$	*	****
	N6827
	 	$	*	****
	N6833
	 	$	*	****







     3. Modifications to Airframes. The Airframes shall be modified as
provided below. Such modifications shall be completed prior to the date
required by the rules and regulations of the Federal Aviation Administration:



          a. TCAS (traffic collision avoidance system) Avionics: For any Airframe
requiring the installation of TCAS avionics prior to the Available to Date
applicable to such Airframe, Aircargo will pay for the installation of such
TCAS avionics and the costs for the wiring of such Airframe to accommodate the
installation of the TCAS avionics. The Trust will reimburse up to $*****of the
costs incurred by Aircargo related to the installation of the TCAS avionics for
any such Airframe, including costs related to the acquisition of the TCAS
avionics computer processor (the “Computer Processor”), upon the receipt by the
Trust of written demand for such reimbursement from Aircargo. The Trust shall
own the Computer Processor following the installation of the TCAS avionics.
The TCAS avionics shall include the Computer Processor, two (2) IVSI’s, two (2)
antennas, a Mode S transponder, Radar Indication and related Control Head.



          b. RVSM (reduced vertical separation): For any Heavy Weight Airframe or
Other Airframe except for airframe N6833 and N6809 for which Aircargo requires
the installation of an RVSM system prior to the Available to Date applicable to
such airframe, the Trust will pay for the installation of the RVSM system. The
cost of the parts of the RVSM system for which the Trust will be obligated will
not exceed $***** per Airframe.



          c. EGPWS/TAWS (enhanced ground proximity warning): For any Airframe requiring
the installation of an EGPWS/TAWS system prior to the Available to Date
applicable to such airframe, the Trust will pay for the installation of the
EGPWS/TAWS system upon thirty (30) days written notice of demand by Aircargo to
install the EGPWS/TAWS system. The cost of the parts of the EGPWS/TAWS system
for which the Trust will be obligated will not exceed $***** per Airframe.



     4. Airframe Extension Option.



          a. Aircargo may elect, in its sole discretion, to extend the Available to
Date of airframes N278US, N279US, N281KH, and N284KH by delivering written
notice (“Airframe Extension Option”) of such election to the Trust at any time
prior to the Airframe Extension


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.





3









 







Option Notice Date as reflected on Schedule B for such airframe. N279US Airframe
Extension Option is exercised by Aircargo concurrently with
the execution of this Amendment.




          b. In the event that Aircargo elects an Airframe Extension Option with
respect to any Airframe pursuant to Section 4(a) above and the Trust fulfills
its obligation applicable to such Airframe Extension Option, Aircargo shall
pay to the Trust an amount equal to the rate per Block Hour applicable to such
Airframe multiplied by the number of actual Block Hours that such Airframe was
used by Aircargo in the manner provided in Section 6 of this Agreement. Upon
the expiration of the Extended Available to Date applicable to any Airframe
Extension Option, Aircargo shall make an additional payment to the Trust if the
total number of Block Hours that Aircargo used the relevant Airframe prior to
the Extended Available to Date is less than the Aircargo Minimum Block Hours
Commitment applicable to such Airframe Extension Option. Such payment shall be
made within thirty (30) days after the Extended Available to Date for such
Airframe Extension Option. The payment shall be in an amount equal to the
Block Hour rate applicable to such Airframe multiplied by the number of Block
Hours by which the Aircargo Minimum Block Hours Commitment exceeds the actual
total Block Hours such Airframe was used by Aircargo prior to the Extended
Available to Date.



     5. Transfer of Engines and Rates for Engines.



          a. Aircargo and the Trust agree and affirm that on September 15, 2003,
each party transferred certain engines that each such party owned for certain
engines owned by the other party. Aircargo and the Trust further agree and
affirm that the transfer of such engines from each party to the other
constituted a transfer of all ownership rights in the transferred engines to
the other party, effective as of September 15, 2003, and that each party will
transfer all documents of title or other documents or instruments evidencing
ownership of the transferred engines to the other party no later than February
27, 2004. The engines so transferred are set forth on Schedule C to this
Agreement. Aircargo and the Trust agree that this Agreement shall serve as a
bill of sale for such engine transfers. To the extent that any Aircargo engine
that was transferred to the Trust was subject to a lien in favor of a secured
creditor prior to September 15, 2003, the Trust affirms that such lien shall
remain in place until satisfied. Schedule D to this Agreement sets forth the
engines owned by the Trust as of December 3, 2003 (the “Engines”), and sets
forth the Block Hour rate that Aircargo will pay for the use of each of the
Engines from January 1, 2004 to December 31, 2008 (the Available to Date of
such Engines) regardless of whether such Engines are installed on one of the
Airframes, on an Aircargo airframe or on the airframe of a third party.



          b. Prior to December 31, 2008, Aircargo will use the Engines collectively,
in total and on a pooled basis, for a minimum of ***** (*****%) of the expected
Block Hour life of the Engines set forth on Schedule D (“Minimum Engine Block
Hours”). Aircargo shall pay to the Trust an amount equal to the rate per Block
Hour applicable to each Engine multiplied by the
actual number of Block Hours that such Engine was used by Aircargo in the
manner provided in Section 6 below. In the event that the total actual number
of Block Hours used for all Engines between January 1, 2004 and December 31,
2008 do not exceed the Minimum Engine Block


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.




4









 







Hours, within thirty (30) days
after December 31, 2008, Aircargo shall pay to the Trust an amount equal to the
Weighted Average Engine Block Hour Rate (as provided on Schedule D to this
Agreement) multiplied by the number of hours by which the Minimum Engine Block
Hours exceeds the total actual Engine Block Hours used by Aircargo. In the
event that any Engine is removed from Schedule D to this Agreement in the
manner provided in Section 9 below, the Minimum Engine Block Hours shall be
reduced by the expected Block Hour life attributable to such removed Engine as
provided on Schedule D.




     6. Monthly Payments.



          a. On
or about the 10th day of each month after January 2004, Aircargo
will provide to the Trust a schedule of the number of Block Hours that each
Airframe and each Engine was used in the immediately preceding month and will
pay to the Trust an amount equal to the applicable Block Hour rate for each
Airframe and each Engine multiplied by the actual number of Block Hours that
each such Airframe and each such Engine was used in the immediately preceding
month.



          b. If for any month Aircargo fails to achieve the Minimum Heavy Weight
Airframe Usage or Minimum Other Airframe Usage, then on the date that payment
for actual usage for the month is required under Section 6(a) above, Aircargo
shall pay to the Trust an amount equal to the then applicable weighted average
Heavy Weight Airframe or Other Airframe Rate per Block Hour, respectively,
multiplied by the number of Block Hours by which the Minimum Heavy Weight
Airframe Usage requirement or Minimum Other Airframe Usage requirement,
respectively, exceeds the total actual number of Block Hours that the Heavy
Weight Airframes or Other Airframes were used in the immediately preceding
month.



     7. Maintenance. Aircargo will perform line maintenance of the Airframes
and Engines in accordance with Aircargo’s current maintenance program.
Airframe maintenance shall be limited to “A” checks, “B” checks and Aircargo’s
responsibility for repairs or incidental replacement of parts and rotables
shall not exceed $***** per Airframe for any such check or other event. If
such repair or incidental replacement of parts and rotables should exceed
$***** and the Trust elects not to pay the excess above $***** or a mutually
agreed upon amount of the excess above $*****, then that Airframe, at
Aircargo’s option, can be deemed not available for Aircargo’s use. In the
event that an Engine requires more than $***** in Engine maintenance in order
to remain in serviceable condition and the Trust elects not to pay the excess
above $***** or a mutually agreed upon amount of the excess above $*****, then
Aircargo may elect to remove such engine from Schedule D in accordance with
Section 9 below or perform such maintenance at its own cost by electing to buy
such Engine from the Trust at a core value of $***** for 9A Engines and $*****
for -15 Engines.


Aircargo shall be required to make any repairs, replacements or improvements to
any Airframe that are necessary as the result of an Airworthiness Directive or
Service Bulletin or similar requirement issued by any regulating body, such
amount not to exceed $***** per Airframe subject to cost sharing with the
Trust as reflected in Section 3 and Section 4. If such repair,



CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.




5









 







replacements
or improvements to any Airframe that are necessary as a result of an Airworthiness
Directive or Service Bulletin or similar requirement issued by an regulating
body exceeds $***** other than those items subject to cost sharing with
the Trust as reflected in Section 3 and Section 4,
and the Trust elects not to pay the excess above $***** or a mutually agreed
upon amount of the excess above $*****, then the Airframe, at Aircargo’s
option, can be deemed not available for Aircargo’s use.




     8. Insurance. Aircargo shall cause the Airframes and Engines to be
covered by hull and liability insurance in accordance with Aircargo’s current
fleet plan insurance program. Policies relating to such insurance shall show
the Trust as a loss payee and an additional insured; provided, however, that,
for any Airframe removed from Schedule A and for any Engines mounted on such
Airframe, Aircargo’s obligation to insure the Airframe and such Engines shall
terminate upon the Trust’s receipt of the Deliverables (as defined below).
Following the execution of this Agreement, each Airframe identified on Schedule
A shall be insured by Aircargo in an amount equal to that set forth opposite
such Airframe on Schedule E to this Agreement.



     9. Removal of Engines and Airframes. In the event the Trust or Aircargo
elects to remove an Engine from Schedule D to this Agreement for any reason,
the Trust or Aircargo shall deliver written notice of removal of such Engine
from Schedule D at least sixty (60) days prior to the removal of such Engine.
An Engine removed from Schedule D shall be referred to as a “Terminated
Engine.” Within sixty (60) days of the receipt of such notice, Aircargo shall
deliver, other than in cases where Aircargo has elected to buy an Engine as
described under Section 7, physical possession of the Terminated Engine to a
place within the United States designated by the Trust, and shall deliver for
such Terminated Engine: (i) a current certificate of airworthiness if such
certificate of airworthiness is available and (ii) all technical records,
including, but not limited to, current maintenance and operations records (all
of the foregoing, for any Terminated Engine, the “Deliverables”). In the event
that Aircargo proposes to deliver to the Trust free and clear title to an
engine that is not owned by the Trust in lieu of a Terminated Engine, Aircargo
shall convey an engine of similar type and condition (determined by a
comparison of engine disc profiles and limiters) to the Trust. The Trust shall
pay the cost of all shipping and other expenses required for the delivery of
such Terminated Engine to the Trust; provided, however, that Aircargo shall
remove the Engine from any Airframe at its own expense. In the event that any
Airframes are removed from Schedule A pursuant to the terms of this Agreement,
the same procedure for the removal of Terminated Engines shall apply to the
removal of such Airframes.



     10. Operation of Aircraft. Aircargo may operate the Airframes and Engines
in such types of service as Aircargo deems appropriate; provided, however, that
Aircargo shall not “Dry Lease” any of the Airframes or Engines.



     11. Force Majeure. In the event that, through no action or inaction on
the part of Aircargo, Aircargo’s fleet of 727 airframes or JT8D engines
(regardless of whether such airframes or engines are owned by Aircargo or by
the Trust) become unavailable for operation


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.




6









 







for service, the Minimum Heavy
Weight Airframe Usage, Minimum Other Airframe Usage and
Minimum Engine Block Hours commitment and under any Airframe Extension Option
will be modified in the following manner:




          a. If Aircargo’s fleet of 727 airframes or JT8D engines become unavailable
for a period of 180 days or less (a “Temporary Period”), then the Available To
Date of all Airframes and Engines will be extended by a number of days equal to
the length of the Temporary Period and Aircargo will continue to be obligated
to perform its obligations under the Agreement.



          b. If Aircargo’s fleet of 727 airframes or JT8D engines become unavailable
for a period exceeding 180 days (a “Permanent Period”), then Aircargo’s
obligations under the Minimum Heavy Weight Airframe Usage, the Minimum Other
Airframe Usage, the Minimum Engine Block Hours and any elected Airframe
Extension Option will be terminated and Aircargo shall be obligated only to pay
any outstanding amounts due to the Trust related to actual Airframe or actual
Engine usage prior to the date of the event causing the unavailability of such
Airframes or Engines.



          c. Upon the occurrence of an event causing either a Temporary Period or a
Permanent Period of unavailability, all payments under this Agreement shall be
suspended following payment by Aircargo for the actual Block Hour usage of any
Airframes or Engines during the month in which such event occurs. If such
event causes a Temporary Period, then payments shall resume pursuant to the
terms of this Agreement at such time as either or both of Aircargo’s fleet of
727 airframes or JT8D engines again become available for use.



	 	 	 
	KITTY HAWK AIRCARGO, INC.

	 	KITTY HAWK COLLATERAL	 
	 
	 	      LIQUIDATING TRUST
	  

	/s/
ROBERT W. ZOLLER, JR.


	 	/s/ GLEN
LANGDON

	By: Robert W. Zoller, Jr.

	 	By: Langdon Asset Management, Inc. as Trust Manager
	Title: Chief Executive Officer and President

	 	Title: Glen Langdon, President








7









 








SCHEDULE A




	 	 	 
	Airframes
	 	Available to Date:

	N278US

	 	March 31, 2006
	N279US

	 	December 31, 2004
	N281KH

	 	March 31, 2006
	N284KH

	 	September 30, 2006
	N69739

	 	June 30, 2005
	N69740

	 	June 30, 2005
	N854AA

	 	December 31, 2006
	N6827

	 	December 31, 2006
	N252US

	 	December 31, 2006
	N6833

	 	December 31, 2005
	N6809

	 	December 31, 2005










 










 





SCHEDULE B




Airframe N278US:




	 	 	 
	Airframe Extension Option Notice Date

	 	December 31, 2005
	 
	 	 
	Trust C check commitment:

	 	Up to — $*****
	 
	 	 
	Extended Available to date:

	 	June 30, 2009
	 
	 	 
	Aircargo Minimum Block Hours Commitment:

	 	Trust C-Check Actual Cost divided by
	

	 	$***** multiplied by ***** 1






1 — Once Aircargo Minimum Block Hour Commitment is achieved by Aircargo, the
Rate per Block Hours is reduced from $***** to $*****




Airframe N281KH:




	 	 	 
	Airframe Extension Option Notice Date

	 	December 31, 2005
	 
	 	 
	Trust C check commitment:

	 	Up to $*****
	 
	 	 
	Extended Available to date:

	 	June 30, 2009
	 
	 	 
	Aircargo Minimum Block Hours Commitment:

	 	Trust C-Check Actual Cost divided by
	

	 	$***** multiplied by ***** 2






2 — Once Aircargo Minimum Block Hour Commitment is achieved by Aircargo, the
Rate per Block Hours is reduced from $***** to $*****




Airframe N284KH:




	 	 	 
	Airframe Extension Option Notice Date

	 	June 30, 2006
	 
	 	 
	Trust C check commitment:

	 	Up to $*****
	 
	 	 
	Extended Available to date:

	 	December 31, 2009
	 
	 	 
	Aircargo Minimum Block Hours Commitment:

	 	Trust C-Check Actual Cost divided by
	

	 	$***** multiplied by ***** 3






3 — Once Aircargo Minimum Block Hour Commitment is achieved by Aircargo, the
Rate per Block Hours is reduced from $***** to $*****




Airframe N279US:




	 	 	 
	Airframe Extension Option Notice Date

	 	November 1, 2004
	 
	 	 
	Trust C check commitment:

	 	Up to $*****
	 
	 	 
	Extended Available to date:

	 	December 31, 2009
	 
	 	 
	Aircargo Minimum Block Hours Commitment:

	 	Trust C-Check Actual Cost divided by
	

	 	$***** multiplied by ***** 4






4 — Once Aircargo Minimum Block Hours Commitment is achieved by Aircargo, the
Rate per Block Hour is reduced from $***** to $*****



CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.




 









 








SCHEDULE C




	 	 	 	 	 
	No.
	 	Trust Engine Transferred
	 	Aircargo Engine Transferred

	1   
	 	695270	 	655968
	2   
	 	687662	 	674498
	8   
	 	657394	 	696629
	11
	 	700579	 	707329 (9A)
	17
	 	665294	 	665348
	18
	 	665899	 	665230
	20
	 	648989	 	665676
	23
	 	656066	 	648784
	24
	 	665591	 	653365
	27
	 	653835	 	654158
	35
	 	654677	 	653897
	36
	 	654422	 	653619








 









 








SCHEDULE D




Engines Owned by the Trust as of December 31, 2003







 










 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	AMENDED	 	 
	 	 	 	 	 	 	 	 	 	 	FLIGHT HOUR	 	BLOCK HOUR	 	 	 	 	 	LIMITER	 	 	 	 	 	BLOCK HOUR	 	COST/REV
	 	 	ENGINE S/N
	 	 	 	 	 	LIFE
	 	LIFE
	 	LIMITER
	 	TYPE
	 	REMAINING
	 	RATE
	 	(BH LIFE * RATE)

	1
	 	 	648784-7B	 	 	 	7B	 	 	 	988	 	 	 	1,197	 	 	 	T-1	 	 	CYCLE	 	 	912	 	 	 	*****	 	 	 	*****	 
	2
	 	 	649583-7B	 	 	 	7B	 	 	Unserviceable	 	unserviceable	 	 	C-7	 	 	DATE	 	 	19	 	 	 	*****	 	 	unserviceable
	3
	 	 	653365-7B	 	 	 	7B	 	 	 	2,967	 	 	 	3,595	 	 	 	C-12	 	 	DATE	 	 	47	 	 	 	*****	 	 	 	*****	 
	4
	 	 	653619-7B	 	 	 	7B	 	 	 	1,199	 	 	 	1,453	 	 	 	C-8	 	 	DATE	 	 	19	 	 	 	*****	 	 	 	*****	 
	5
	 	 	653897-7B	 	 	 	7B	 	 	 	821	 	 	 	994	 	 	 	C-5	 	 	DATE	 	 	13	 	 	 	*****	 	 	 	*****	 
	6
	 	 	654305-7B	 	 	 	7B	 	 	 	307	 	 	 	372	 	 	 	C-3	 	 	CYCLE	 	 	321	 	 	 	*****	 	 	 	*****	 
	7
	 	 	654368-7B	 	 	 	7B	 	 	 	455	 	 	 	551	 	 	 	T-4	 	 	CYCLE	 	 	449	 	 	 	*****	 	 	 	*****	 
	8
	 	 	654792-7B	 	 	 	7B	 	 	 	421	 	 	 	510	 	 	 	C-5	 	 	CYCLE	 	 	420	 	 	 	*****	 	 	 	*****	 
	9
	 	 	654914-7B	 	 	 	7B	 	 	 	789	 	 	 	956	 	 	 	C-9	 	 	CYCLE	 	 	739	 	 	 	*****	 	 	 	*****	 
	10
	 	 	657315-7B	 	 	 	7B	 	 	 	649	 	 	 	787	 	 	 	C-6	 	 	CYCLE	 	 	618	 	 	 	*****	 	 	 	*****	 
	11
	 	 	657666-7B	 	 	 	7B	 	 	 	698	 	 	 	845	 	 	 	T-4	 	 	CYCLE	 	 	660	 	 	 	*****	 	 	 	*****	 
	12
	 	 	649269-9A	*	 	 	9A	*	 	 	2,504	 	 	 	3,002	 	 	 	C-11	 	 	DATE	 	 	38	 	 	 	*****	 	 	 	*****	 
	13
	 	 	665188-9A	*	 	 	9A	*	 	 	2,372	 	 	 	2,844	 	 	 	C-7	 	 	DATE	 	 	36	 	 	 	*****	 	 	 	*****	 
	14
	 	 	665356-9A	 	 	 	9A	 	 	 	864	 	 	 	1,036	 	 	 	C-11	 	 	HOURS	 	 	930	 	 	 	*****	 	 	 	*****	 
	15
	 	 	665676-9A	 	 	 	9A	 	 	 	3,163	 	 	 	3,792	 	 	 	C-7	 	 	DATE	 	 	48	†	 	 	*****	 	 	 	*****	 
	16
	 	 	666031-9A	*	 	 	9A	*	 	 	3,163	 	 	 	3,792	 	 	 	C-8	 	 	DATE	 	 	48	 	 	 	*****	 	 	 	*****	 
	17
	 	 	687788-9A	 	 	 	9A	 	 	 	1,977	 	 	 	2,370	 	 	 	C-8	 	 	DATE	 	 	31	 	 	 	*****	 	 	 	*****	 
	18
	 	 	655968-15	 	 	 	15	 	 	 	5,133	 	 	 	5,760	 	 	 	C-11	 	 	DATE	 	 	46	 	 	 	*****	 	 	 	*****	 
	19
	 	 	657070-15	 	 	 	15	 	 	 	2,798	 	 	 	3,141	 	 	 	C-4	 	 	HOURS	 	 	2,910	 	 	 	*****	 	 	 	*****	 
	20
	 	 	674498-15	 	 	 	15	 	 	 	1,674	 	 	 	1,878	 	 	 	C-12	 	 	DATE	 	 	15	 	 	 	*****	 	 	 	*****	 
	21
	 	 	685501-15	 	 	 	15	 	 	 	1,785	 	 	 	2,004	 	 	 	C-7	 	 	DATE	 	 	16	 	 	 	*****	 	 	 	*****	 
	22
	 	 	687659-15	 	 	 	15	 	 	 	3,347	 	 	 	3,757	 	 	 	C-9	 	 	DATE	 	 	30	 	 	 	*****	 	 	 	*****	 
	23
	 	 	687698-15	 	 	 	15	 	 	 	5,246	 	 	 	5,888	 	 	 	C-3	 	 	CYCLE	 	 	2,545	 	 	 	*****	 	 	 	*****	 
	24
	 	 	688689-15	 	 	 	15	 	 	 	4,686	 	 	 	5,259	 	 	 	C-7	 	 	DATE	 	 	42	 	 	 	*****	 	 	 	*****	 
	25
	 	 	696499-15A	 	 	 	15A	 	 	 	5,428	 	 	 	6,000	+	 	 	T-1	 	 	HOURS	 	 	5,428	 	 	 	*****	 	 	 	*****	 
	26
	 	 	696629-15	 	 	 	15	 	 	 	2,120	 	 	 	2,379	 	 	 	C-11	 	 	DATE	 	 	19	 	 	 	*****	 	 	 	*****	 
	27
	 	 	700377-15	 	 	 	15	 	 	 	4,408	 	 	 	4,947	 	 	 	T-1	 	 	CYCLE	 	 	2,147	 	 	 	*****	 	 	 	*****	 
	28
	 	 	700451-15	 	 	 	15	 	 	 	1,932	 	 	 	2,169	 	 	 	T-1	 	 	HOURS	 	 	2,044	 	 	 	*****	 	 	 	*****	 
	29
	 	 	700522-15	 	 	 	15	 	 	 	1,243	 	 	 	1,395	 	 	 	C-3	 	 	HOURS	 	 	1,243	 	 	 	*****	 	 	 	*****	 
	30
	 	 	702952-15	 	 	 	15	 	 	 	1,562	 	 	 	1,753	 	 	 	C-8	 	 	DATE	 	 	14	 	 	 	*****	 	 	 	*****	 
	 
	 	 	 	 	 	 	 	 	 	 	64,702	 	 	 	74,425	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		*****	 
	 
	 	Postal Engines, NO FLY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	654158-7B	**	 	 	7B	**	 	 	 	 	 	 	 	 	 	 	C-9	 	 	DATE	 	 	 	 	 	 	*****	 	 	 	 	 
	 
	 	 	654979-7B	**	 	 	7B	**	 	 	 	 	 	 	 	 	 	 	C-10	 	 	DATE	 	 	 	 	 	 	*****	 	 	 	 	 
	 
	 	 	665452-9A	**	 	 	9A	**	 	 	 	 	 	 	 	 	 	 	T-2	 	 	HOURS	 	 	1,881	 	 	 	*****	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Actual 2003 Flight hour (*****) & Block hour (*****) data =
	BH/FH Conversion factor (average)

	 	 	 	 	 	*****
	 	*****.	 	 	 	 	 	 	 	 
	MINIMUM ENGINE BLOCK HOURS

	 	 	 	 	 	*****
	 	Pool rate:
	 	*****	 	 	 	 	 	 
	WEIGHTED AVERAGE ENGINE BLOCK HOUR RATE:

	 	$	 		 	*****
	 	(TOTAL COST/TOTAL BH’s)	 	 	 	 	 	 	 	 







                  ENGINE TYPE AVERAGES



	 	 	 	 	 	 	 	 	 	 	 
	 	 	AVG BLK HR	 	AVG FLT HR	 	AVG CYC	 	BLK HR / FLT HR	 	FLT HR/CYC
	 	 	MONTH
	 	MONTH
	 	MONTH
	 	RATIO
	 	RATIO

	JT8D-7B
	 	*****	 	*****	 	*****	 	*****	 	*****
	JT8D-9A
	 	*****	 	*****	 	*****	 	*****	 	*****
	JT8D-15
	 	*****	 	*****	 	*****	 	*****	 	*****







NOTES




**     - Postal Engines per Settlement Agreement



 *      - Postal Engines per Settlement Agreement approved to fly.



 †         Engine time limited to 48 months (1.1.03 -12.31.07)



+         Engine hours limited to 48 month estimate


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.













 





SCHEDULE E




	 	 	 
	Airframe Number
	 	Stip Value (TBD):

	N278US
	 	$*****
	N279US
	 	$*****
	N281KH
	 	$*****
	N284KH
	 	$*****
	N69739
	 	$*****
	N69740
	 	$*****
	N854AA
	 	$*****
	N6827
	 	$*****
	N252US
	 	$*****
	N6833
	 	$*****
	N6809
	 	$*****






CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY KITTY HAWK, INC. FOR CERTAIN
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN
THIS AGREEMENT WITH “*****”.