MIDWAY AIRLINES CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

<PAGE>

                                                                    Exhibit 10.2

                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into on  September 27, 2000, among MIDWAY AIRLINES CORPORATION, a
Delaware corporation (the "Company"), ALLFIRST BANK, as Trustee under each of
the Trust Agreements (as defined below), and MORGAN STANLEY & CO. INCORPORATED
and SEABURY SECURITIES LLC (the "Placement Agents").

          This Agreement is made pursuant to the Placement Agreement dated
September 27, 2000, among the Company and the Placement Agents (the "Placement
Agreement"),which provides for the sale to the Placement Agents of (i)
$129,801,000 aggregate principal amount of 8.82% 2000-1A Pass Through
Certificates (the "Class A Certificates"), (ii) $51,110,000 aggregate principal
amount of 10.07% 2000-1B Pass Through Certificates (the "Class B Certificates"),
and (iii) $16,661,000 aggregate principal amount of 11.19% 2000-1C Pass Through
Certificates (the "Class C Certificates", and together with the Class A
Certificates and the Class B Certificates, the "Certificates"), respectively.
In order to induce the Placement Agents to enter into the Placement Agreement,
the Company has agreed to provide to the Placement Agents and their direct and
indirect transferees the registration rights set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Placement
Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
           --------
     to time.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
           --------
     from time to time.

          "Applicable Trust Agreement" shall mean, (i) with respect to the Class
           --------------------------
     A Certificates, the Class A Holders or the Class A Trustee, the Class A
     Trust Agreement, (ii) with respect to the Class B Certificates, the Class B
     Holders or the Class B Trustee, the Class B Trust Agreement, and (iii) with
     respect to the Class C Certificates, the Class C Holders or the Class C
     Trustee, the Class C Trust Agreement.

          "Certificates" shall have the meaning set forth in the second
           ------------
     paragraph of this Agreement.
<PAGE>

          "Class A Certificates" shall have the meaning set forth in the
           --------------------
      second paragraph of this Agreement.


          "Class A Exchange Certificates" shall mean securities issued under the
           -----------------------------
     Class A Trust Agreement of equal outstanding principal amount as and
     containing terms identical to the Class A Certificates (except that (i)
     interest thereon shall accrue from the last date on which interest was paid
     on the Class A Certificates or, if no such interest has been paid, from the
     Closing Date, (ii) the transfer restrictions thereon shall be modified or
     eliminated, as appropriate and (iii) certain provisions relating to an
     increase in the stated rate of interest thereon shall be eliminated), to be
     offered to Holders of the Class A Certificates in exchange for such Class A
     Certificates pursuant to the Exchange Offer.

          "Class A Holder" shall mean any Placement Agent, for so long as it
           --------------
     owns any Class A Registrable Certificates, and each of its successors,
     assigns and direct and indirect transferees who become registered owners of
     Class A Registrable Certificates under the Class A Trust Agreement;

     provided that for purposes of Sections 4 and 5 of this Agreement, the term
     --------
     "Class A Holder" shall include Participating Broker-Dealers (as defined in
     Section 4(a)).

          "Class A Registrable Certificates" shall mean the Class A
           --------------------------------
     Certificates; provided, however, that the Class A Certificates shall cease
                   --------  -------
     to be Class A Registrable Certificates upon the earliest to occur of (i)
     the consummation of the Exchange Offer, (ii) a Registration Statement with
     respect to such Class A Certificates shall have been declared effective
     under the 1933 Act and such Class A Certificates shall have been disposed
     of pursuant to such Registration Statement, (iii) such Class A Certificates
     shall have been sold to the public pursuant to Rule 144(k) (or any similar
     provision then in force, but not Rule 144A) under the 1933 Act or (iv) such
     Class A Certificates shall have ceased to be outstanding.

          "Class A Trust Agreement" shall mean the Pass Through Trust Agreement
           -----------------------
     relating to the Class A Certificates dated as of the Closing Date between
     the Company and the Class A Trustee, as the same may be amended from time
     to time in accordance with the terms thereof.

          "Class A Trustee" shall mean Allfirst Bank, not in its individual
           ---------------
     capacity except as expressly set forth in the Class A Trust Agreement, but
     solely as Trustee under the Class A Trust Agreement, together with any
     successor Trustee under the terms of the Class A Trust Agreement.

          "Class B Certificates" shall have the meaning set forth in the second
           --------------------
     paragraph of this Agreement.

          "Class B Exchange Certificates" shall mean securities issued under the
           -----------------------------
     Class B Trust Agreement of equal outstanding principal amount as and
     containing terms identical to the Class B Certificates (except that (i)
     interest thereon shall accrue from the last date on which interest was paid
     on the Class B Certificates or, if no such interest has been

                                       2
<PAGE>

     paid, from the Closing Date, (ii) the transfer restrictions thereon shall
     be modified or eliminated, as appropriate and (iii) certain provisions
     relating to an increase in the stated rate of interest thereon shall be
     eliminated), to be offered to Holders of the Class B Certificates in
     exchange for such Class B Certificates pursuant to the Exchange Offer.

          "Class B Holder" shall mean any Placement Agent, for so long as it
           --------------
     owns any Class B Registrable Certificates, and each of its successors,
     assigns and direct and indirect transferees who become registered owners of
     Class B Registrable Certificates under the Class B Trust Agreement;
     provided that for purposes of Sections 4 and 5 of this Agreement, the term
     --------
     "Class B Holder" shall include Participating Broker-Dealers (as defined in
     Section 4(a)).

          "Class B Registrable Certificates" shall mean the Class B
           --------------------------------
     Certificates; provided, however, that the Class B Certificates shall cease
                   --------  -------
     to be Class B Registrable Certificates upon the earliest to occur of (i)
     the consummation of the Exchange Offer, (ii) a Registration Statement with
     respect to such Class B Certificates shall have been declared effective
     under the 1933 Act and such Class B Certificates shall have been disposed
     of pursuant to such Registration Statement, (iii) such Class B Certificates
     shall have been sold to the public pursuant to Rule 144(k) (or any similar
     provision then in force, but not Rule 144A) under the 1933 Act or (iv) such
     Class B Certificates shall have ceased to be outstanding.

          "Class B Trust Agreement" shall mean the Pass Through Trust Agreement
           -----------------------
     relating to the Class B Certificates dated as of the Closing Date between
     the Company and the Class B Trustee, as the same may be amended from time
     to time in accordance with the terms thereof.

          "Class B Trustee" shall mean Allfirst Bank, not in its individual
           ---------------
     capacity except as expressly set forth in the Class B Trust Agreement, but
     solely as Trustee under the Class B Trust Agreement, together with any
     successor Trustee under the terms of the Class B Trust Agreement.

          "Class C Certificates" shall have the meaning set forth in the second
           --------------------
     paragraph of this Agreement.

          "Class C Exchange Certificates" shall mean securities issued under the
           -----------------------------
     Class C Trust Agreement of equal outstanding principal amount as and
     containing terms identical to the Class C Certificates (except that (i)
     interest thereon shall accrue from the last date on which interest was paid
     on the Class C Certificates or, if no such interest has been paid, from the
     Closing Date, (ii) the transfer restrictions thereon shall be modified or
     eliminated, as appropriate and (iii) certain provisions relating to an
     increase in the stated rate of interest thereon shall be eliminated), to be
     offered to Holders of the Class C Certificates in exchange for such Class C
     Certificates pursuant to the Exchange Offer.

          "Class C Holder" shall mean any Placement Agent, for so long as it
           --------------
     owns any Class C Registrable Certificates, and each of its successors,
     assigns and direct and

                                       3
<PAGE>

     indirect transferees who become registered owners of Class C Registrable
     Certificates under the Class C Trust Agreement; provided that for purposes
                                                     --------
     of Sections 4 and 5 of this Agreement, the term "Class C Holder" shall
     include Participating Broker-Dealers (as defined in Section 4(a)).

          "Class C Registrable Certificates" shall mean the Class C
           --------------------------------
     Certificates; provided, however, that the Class C Certificates shall cease
                   --------  -------
     to be Class C Registrable Certificates upon the earliest to occur of (i)
     the consummation of the Exchange Offer, (ii) a Registration Statement with
     respect to such Class C Certificates shall have been declared effective
     under the 1933 Act and such Class C Certificates shall have been disposed
     of pursuant to such Registration Statement, (iii) such Class C Certificates
     shall have been sold to the public pursuant to Rule 144(k) (or any similar
     provision then in force, but not Rule 144A) under the 1933 Act or (iv) such
     Class C Certificates shall have ceased to be outstanding.

          "Class C Trust Agreement" shall mean the Pass Through Trust Agreement
           -----------------------
     relating to the Class C Certificates dated as of the Closing Date between
     the Company and the Class C Trustee, as the same may be amended from time
     to time in accordance with the terms thereof.

          "Class C Trustee" shall mean Allfirst Bank, not in its individual
           ---------------
     capacity except as expressly set forth in the Class C Trust Agreement, but
     solely as Trustee under the Class C Trust Agreement, together with any
     successor Trustee under the terms of the Class C Trust Agreement.

          "Closing Date" shall mean the Closing Date as defined in the Placement
           ------------
     Agreement.

          "Company" shall have the meaning set forth in the preamble and shall
           -------
     also include the Company's successors.

          "Exchange Certificates" shall mean, together, the Class A Exchange
           ---------------------
     Certificates, the Class B Exchange Certificates and the Class C Exchange
     Certificates.

          "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
           --------------
     of this Agreement.

          "Exchange Offer" shall mean the exchange offer by the Company of
           --------------
     Exchange Certificates for Registrable Certificates pursuant to Section 2(a)
     hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
           ---------------------------
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
           -------------------------------------
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form) and all amendments and supplements to such registration
     statement, in each case including the

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<PAGE>

     Prospectus contained therein, all exhibits thereto and all material
     incorporated by reference therein.

          "Holder" shall mean a Class A Holder, a Class B Holder, or a Class C
           ------
     Holder; provided that for purposes of Sections 4 and 5 of this Agreement,
             --------
     the term "Holder" shall include Participating Broker-Dealers (as defined in
     Section 4(a)).

          "Majority Holders" shall mean, together, the Holders of a majority in
           ----------------
     aggregate principal amount of the Registrable Certificates then
     outstanding; provided that whenever the consent or approval of Holders of a
                  --------
     specified percentage of Registrable Certificates is required hereunder,
     Registrable Certificates held by the Company or any of its affiliates (as
     such term is defined in Rule 405 under the 1933 Act) (other than the
     Placement Agents or subsequent holders of Registrable Certificates if such
     subsequent holders are deemed to be such affiliates solely by reason of
     their holding of such Registrable Certificates) shall not be counted in
     determining whether such consent or approval was given by the Holders of
     such required percentage or amount.

          "Person" shall mean an individual, partnership, corporation, trust or
           ------
     unincorporated organization, or a government or agency or political
     subdivision thereof.

          "Placement Agents" shall have the meaning set forth in the preamble.
           ----------------

          "Placement Agreement" shall have the meaning set forth in the
           -------------------
     preamble.

          "Prospectus" shall mean the prospectus included in a Registration
           ----------
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Certificates covered by a Shelf Registration
     Statement, and by all other amendments and supplements to such prospectus,
     and in each case including all material incorporated by reference therein.

          "Registrable Certificates" shall mean, together, the Class A
           ------------------------
     Registrable Certificates, the Class B Registrable Certificates and the
     Class C Registrable Certificates.

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------
     performance of or compliance by the Company and the Trustees with this
     Agreement, including without limitation:  (i) all SEC, stock exchange or
     National Association of Securities Dealers, Inc. registration and filing
     fees, (ii) all fees and expenses incurred in connection with compliance
     with state securities or blue sky laws (including reasonable fees and
     disbursements of counsel for any underwriters or Holders in connection with
     blue sky qualification of any of the Exchange Certificates or Registrable
     Certificates), (iii) all expenses of any Persons in preparing or assisting
     in preparing, word processing, printing and distributing any Registration
     Statement, any Prospectus, any amendments or supplements thereto, any
     underwriting agreements, securities sales agreements and other documents
     relating to the performance of and compliance with this Agreement, (iv) all
     rating agency fees, (v) all fees and disbursements relating to the
     qualification of the Trust Agreements under applicable securities laws,
     (vi) the fees and disbursements of the

                                       5
<PAGE>

     Trustees and their counsel, (vii) the fees and disbursements of counsel for
     the Company and, in the case of a Shelf Registration Statement, the fees
     and disbursements of one counsel for the Holders (which counsel shall be
     selected by the Majority Holders and which counsel may also be counsel for
     the Placement Agents) and (viii) the fees and disbursements of the
     independent public accountants of the Company, including the expenses of
     any special audits or "cold comfort" letters required by or incident to
     such performance and compliance, but excluding fees and expenses of counsel
     to the underwriters (other than fees and expenses set forth in clause (ii)
     above) or the Holders and underwriting discounts and commissions and
     transfer taxes, if any, relating to the sale or disposition of Registrable
     Certificates by a Holder.

          "Registration Statement" shall mean any registration statement of the
           ----------------------
     Company that covers any of the Exchange Certificates or Registrable
     Certificates pursuant to the provisions of this Agreement and all
     amendments and supplements to any such Registration Statement, including
     post-effective amendments, in each case including the Prospectus contained
     therein, all exhibits thereto and all material incorporated by reference
     therein.

          "SEC" shall mean the Securities and Exchange Commission.
           ---

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------
     Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------
     statement of the Company pursuant to the provisions of Section 2(b) of this
     Agreement which covers all of the Registrable Certificates (but no other
     securities unless approved by the Holders whose Registrable Certificates
     are covered by such Shelf Registration Statement) on an appropriate form
     under Rule 415 under the 1933 Act, or any similar rule that may be adopted
     by the SEC, and all amendments and supplements to such registration
     statement, including post-effective amendments, in each case including the
     Prospectus contained therein, all exhibits thereto and all material
     incorporated by reference therein.

          "Trust Agreement" shall mean the Class A Trust Agreement, the Class B
           ---------------
     Trust Agreement or the Class C Trust Agreement, as applicable, and when
     used in the plural shall mean, together, the Class A Trust Agreement, the
     Class B Trust Agreement and the Class C Trust Agreement.

          "Trustee" shall mean the Class A Trustee, the Class B Trustee or the
           -------
     Class C Trustee, as applicable, and when used in the plural shall mean,
     together, the Class A Trustee, the Class B Trustee and the Class C Trustee.

          "Underwritten Registration" or "Underwritten Offering" shall mean a
           -------------------------      ---------------------
     registration in which Registrable Certificates are sold to an Underwriter
     (as hereinafter defined) for re-offering to the public.

          2.  Registration Under the 1933 Act.  (a)  To the extent not
              -------------------------------
prohibited by any applicable law or applicable interpretation of the Staff of
the SEC, the Company shall use its best

                                       6
<PAGE>

efforts (A) to file with the SEC within 120 days after the Closing Date an
Exchange Offer Registration Statement covering the offer by the Company to the
Holders to exchange all of the Registrable Certificates for Exchange
Certificates and (B) to cause such Exchange Offer Registration Statement to be
declared effective by the SEC within 180 days after the Closing Date. The
Company shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement has been declared effective by the SEC. The Company shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

          (i)    that the Exchange Offer is being made pursuant to this
     Registration Rights Agreement and that all Registrable Certificates validly
     tendered will be accepted for exchange;

          (ii)   the period for exchange (which shall be a period of at least 20
     consecutive business days from the date such notice is mailed) (such days
     being the "Exchange Dates");

          (iii)  that any Registrable Certificate not tendered will remain
     outstanding and continue to accrue interest, but will not retain any rights
     under this Registration Rights Agreement;

          (iv)   that Holders electing to have a Registrable Certificate
     exchanged pursuant to the Exchange Offer will be required to surrender such
     Registrable Certificate, together with the enclosed letters of transmittal,
     to the institution and at the office specified in the notice prior to the
     close of business on the last Exchange Date; and

          (v)    that Holders will be entitled to withdraw their election, not
     later than the close of business on the last Exchange Date, by sending to
     the institution and at the office specified in the notice, a telegram,
     telex, facsimile transmission or letter setting forth the name of such
     Holder, the principal amount of Registrable Certificates delivered for
     exchange, and a statement that such Holder is withdrawing his election to
     have such Certificates exchanged.

          As soon as practicable after the last Exchange Date, the Company shall
or shall cause the Trustees to:

          (i)    accept for exchange Registrable Certificates or portions
     thereof tendered and not validly withdrawn pursuant to the Exchange Offer;

          (ii)   deliver, or cause to be delivered, to the Class A Trustee for
     cancellation all Class A Registrable Certificates or portions thereof so
     accepted for exchange by the Company, and issue, and cause the Class A
     Trustee to promptly authenticate and mail to each Class A Holder, Class A
     Exchange Certificates equal in principal amount to the principal amount of
     the Class A Registrable Certificates surrendered by such Class A Holder;

                                       7
<PAGE>

          (iii)  deliver, or cause to be delivered, to the Class B Trustee for
     cancellation all Class B Registrable Certificates or portions thereof so
     accepted for exchange by the Company, and issue, and cause the Class B
     Trustee to promptly authenticate and mail to each Class B Holder, Class B
     Exchange Certificates equal in principal amount to the principal amount of
     the Class B Registrable Certificates surrendered by such Class B Holder;
     and

          (iv)   deliver, or cause to be delivered, to the Class C Trustee for
     cancellation all Class C Registrable Certificates or portions thereof so
     accepted for exchange by the Company, and issue, and cause the Class C
     Trustee to promptly authenticate and mail to each Class C Holder, Class C
     Exchange Certificates equal in principal amount to the principal amount of
     the Class C Registrable Certificates surrendered by such Class C Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer.  The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC.  The Company shall inform the
Placement Agents of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agents shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Certificates in the Exchange Offer.

          (b)    In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer Registration Statement is not declared
effective by within 180 days after the Closing Date, (iii) the Exchange Offer is
not for any other reason consummated within 210 days after the Closing Date or
(iv) the Exchange Offer has been completed and in the opinion of counsel for the
Placement Agents a Registration Statement must be filed and a Prospectus must be
delivered by the Placement Agents in connection with any offering or sale of
Registrable Certificates, the Company shall file as soon as practicable after
such determination, date or notice of such opinion of counsel is given to the
Company, as the case may be, a Shelf Registration Statement providing for the
sale by the Holders of all of the Registrable Certificates, and shall use its
best efforts to have such Shelf Registration Statement declared effective by the
SEC by the 180th day after the Closing Date.  The Company agrees to use its best
efforts to keep the Shelf Registration Statement continuously effective until
the second anniversary of the Closing Date or such shorter period that will
terminate when all of the Registrable Certificates covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement.  The Company further agrees to supplement or amend the Shelf
Registration Statement, if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable.  The Company

                                       8
<PAGE>

agrees to furnish to the Holders of Registrable Certificates copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

          (c) The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) or Section 2(b).  Each Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Certificates
pursuant to the Shelf Registration Statement.

          (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that if, after it has been declared effective, the
         --------  -------
offering of Registrable Certificates pursuant to a Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Shelf Registration
Statement will be deemed not to have become effective during the period of such
interference until the offering of Registrable Certificates pursuant to such
Registration Statement may legally resume.  As provided for in the Trust
Agreements, the interest rate on the Class A Certificates, the Class B
Certificates and the Class C Certificates shall be 8.82%, 10.07% and 11.19%, per
annum, respectively; however, in the event that the Exchange Offer is not
consummated and, if a Shelf Registration Statement is required hereby, the Shelf
Registration Statement is not declared effective (each a "Registration Event")
on or prior to the 210/th/ day after the Closing Date, the interest rate borne
by the Certificates will increase by 0.50% per annum, effective from and
including such 210/th/ day to but excluding the date on which the Exchange Offer
is consummated or a Shelf Registration Statement is declared effective.

          (e) Without limiting the remedies available to the Placement Agents
and the Holders, the Company acknowledges that any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Placement Agents or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Placement Agents or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

          3.  Registration Procedures.  In connection with the obligations of
              -----------------------
the Company with respect to the Registration Statements pursuant to Section 2(a)
and Section 2(b) hereof, the Company shall as expeditiously as possible:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the 1933 Act, which form (x) shall be selected by
     the Company and (y) shall, in the case of a Shelf Registration, be
     available for the sale of the Registrable Certificates by the selling
     Holders thereof and (z) shall comply as to form in all material respects
     with the requirements of the applicable form and include all financial
     statements required by the SEC to be filed therewith, and use its best
     efforts to cause such Registration Statement to become effective and remain
     effective in accordance with Section 2 hereof;

                                       9
<PAGE>

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to (x) keep
     such Registration Statement effective for the applicable period under this
     Registration Rights Agreement, and (y) cause each Prospectus to be
     supplemented by any required prospectus supplement and, as so supplemented,
     to be filed pursuant to Rule 424 under the 1933 Act and (z) keep each
     Prospectus current during the period described under Section 4(3) and Rule
     174 under the 1933 Act that is applicable to transactions by brokers or
     dealers with respect to the Registrable Certificates or Exchange
     Certificates;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Certificates, to counsel for the Placement Agents, to counsel
     for the Holders and to each Underwriter of an Underwritten Offering of
     Registrable Certificates, if any, and each such Underwriter's Counsel,
     without charge, as many copies of each Prospectus, including each
     preliminary Prospectus, and any amendment or supplement thereto and such
     other documents as such Holder or Underwriter may reasonably request, in
     order to facilitate the public sale or other disposition of the Registrable
     Certificates; and the Company consents to the use of such Prospectus and
     any amendment or supplement thereto in accordance with applicable law by
     each of the selling Holders of Registrable Certificates and any such
     Underwriters in connection with the offering and sale of the Registrable
     Certificates covered by and in the manner described in such Prospectus or
     any amendment or supplement thereto in accordance with applicable law;

          (d) use their best efforts to register or qualify the Registrable
     Certificates under all applicable state securities or "blue sky" laws of
     such jurisdictions as any Holder of Registrable Certificates covered by a
     Registration Statement shall reasonably request in writing by the time the
     applicable Registration Statement is declared effective by the SEC, to
     cooperate with such Holders in connection with any filings required to be
     made with the National Association of Securities Dealers, Inc. and do any
     and all other acts and things which may be reasonably necessary or
     advisable to enable such Holder to consummate the disposition in each such
     jurisdiction of such Registrable Certificates owned by such Holder;
     provided, however, that the Company shall not be required to (i) qualify as
     --------  -------
     a foreign corporation or as a dealer in securities in any jurisdiction
     where it would not otherwise be required to qualify but for this Section
     3(d), (ii) file any general consent to service of process or (iii) subject
     itself to taxation in any such jurisdiction if it is not so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Certificates, counsel for the Holders and counsel for the
     Placement Agents promptly and, if requested by any such Holder or counsel,
     confirm such advice in writing, (i) when a Registration Statement has
     become effective and when any post-effective amendment thereto has been
     filed and become effective, (ii) of any request by the SEC or any state
     securities authority for amendments and supplements to a Registration
     Statement and Prospectus or for additional information, in each case after
     the Registration Statement has become effective, (iii) of the issuance by
     the SEC or any state securities authority of any stop order suspending the
     effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) if, between the effective date of a
     Registration

                                       10
<PAGE>

     Statement and the closing of any sale of Registrable Certificates covered
     thereby, the representations and warranties of the Company contained in any
     underwriting agreement, securities sales agreement or other similar
     agreement, if any, relating to such offering cease to be true and correct
     in all material respects or if the Company receives any notification with
     respect to the suspension of the qualification of the Registrable
     Certificates for sale in any jurisdiction or the initiation of any
     proceeding for such purpose, (v) of the happening of any event during the
     period a Shelf Registration Statement is effective which makes any
     statement made in such Registration Statement or the related Prospectus
     untrue in any material respect or which requires the making of any changes
     in such Registration Statement or Prospectus in order to make the
     statements therein not misleading, and (vi) of any determination by the
     Company that a post-effective amendment to a Registration Statement would
     be appropriate;

          (f) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment and provide immediate notice to each Holder of the
     withdrawal of any such order;

          (g) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Certificates, without charge, at least one conformed copy of
     each Registration Statement and any post-effective amendment thereto
     (without documents incorporated therein by reference or exhibits thereto,
     unless requested);

          (h) in the case of a Shelf Registration, cooperate and cause the
     Trustee to cooperate with the selling Holders of Registrable Certificates
     to facilitate the timely preparation and delivery of certificates
     representing Registrable Certificates to be sold and not bearing any
     restrictive legends and enable such Registrable Certificates to be in such
     denominations (consistent with the provisions of the Applicable Trust
     Agreement) and registered in such names as the selling Holders may
     reasonably request at least two business days prior to the closing of any
     sale of Registrable Certificates;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use its best efforts to
     prepare and file with the SEC a supplement or post-effective amendment to a
     Registration Statement or the related Prospectus or any document
     incorporated therein by reference or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Certificates, such Prospectus will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading; the Company agrees to notify the Holders to suspend
     use of the Prospectus as promptly as practicable after the occurrence of
     such an event, and the Holders hereby agree to suspend use of the
     Prospectus until the Company has amended or supplemented the Prospectus to
     correct such misstatement or omission;

          (j) a reasonable time prior to the filing of any Registration
     Statement, any Prospectus, any amendment to a Registration Statement or
     amendment or supplement to a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a Prospectus
     (other than filings pursuant to the 1934 Act) after initial filing

                                       11
<PAGE>

     of a Registration Statement, provide copies of such document to the
     Placement Agents and their counsel (and, in the case of a Shelf
     Registration Statement, the Holders and their counsel) and make such of the
     representatives of the Company as shall be reasonably requested by the
     Placement Agents or their counsel (and, in the case of a Shelf Registration
     Statement, the Holders or their counsel) available for discussion of such
     document, and shall not at any time file or make any amendment to the
     Registration Statement, any Prospectus or any amendment of or supplement to
     a Registration Statement or a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a Prospectus, of
     which the Placement Agents and their counsel (and, in the case of a Shelf
     Registration Statement, the Holders and their counsel) shall not have
     previously been advised and furnished a copy or to which the Placement
     Agents or their counsel (and, in the case of a Registration Statement, the
     Holders or their counsel) shall object;

          (k) obtain a CUSIP number for all Exchange Certificates or Registrable
     Certificates, as the case may be, not later than the effective date of a
     Registration Statement and provide the Trustees with printed certificates
     evidencing the Exchange Certificates or the Registrable Certificates, as
     the case may be, held in book entry form in a form eligible for deposit
     with The Depository Trust Company;

          (l) cause the Trust Agreements to be qualified under the Trust
     Indenture Act of 1939, as amended (the "TIA"), in connection with the
     registration of the Exchange Certificates or Registrable Certificates, as
     the case may be, cooperate with the Trustees and the Holders to effect such
     changes to the Trust Agreements as may be required for the Trust Agreements
     to be so qualified in accordance with the terms of the TIA and execute, and
     use its best efforts to cause the Trustees to execute, all documents as may
     be required to effect such changes, and all other forms and documents
     required to be filed with the SEC to enable the Trust Agreements to be so
     qualified in a timely manner;

          (m) in the case of a Shelf Registration, make available for inspection
     by a representative of the Holders of the Registrable Certificates, any
     Underwriter participating in any disposition pursuant to such Shelf
     Registration Statement, and attorneys and accountants designated by the
     Holders, at reasonable times and in a reasonable manner, all financial and
     other records, pertinent documents and properties of the Company, and cause
     the respective officers, directors and employees of the Company to supply
     all information reasonably requested by any such representative,
     Underwriter, attorney or accountant in connection with a Shelf Registration
     Statement;

          (n) in the case of a Shelf Registration, use its best efforts to cause
     all Registrable Certificates to be listed on any securities exchange or any
     automated quotation system on which similar securities issued by the
     Company are then listed if requested by the Majority Holders, to the extent
     such Registrable Certificates satisfy applicable listing requirements;

                                       12
<PAGE>

          (o) use its best efforts to cause the Exchange Certificates or
     Registrable Certificates, as the case may be, to be rated by two nationally
     recognized statistical rating organizations (as such term is defined in
     Rule 436(g)(2) under the 1933 Act);

          (p) if reasonably requested by any Holder of Registrable Certificates
     covered by a Registration Statement, (i) promptly incorporate in a
     Prospectus supplement or post-effective amendment such information with
     respect to such Holder as such Holder reasonably requests to be included
     therein and (ii) make all required filings of such Prospectus supplement or
     such post-effective amendment as soon as the Company has received
     satisfactory notification of the matters to be incorporated in such filing;
     and

          (q) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other actions in connection therewith
     (including those requested by the Holders of a majority of the class of
     Registrable Certificates being sold) in order to expedite or facilitate the
     disposition of such Registrable Certificates including, but not limited to,
     an Underwritten Offering and in such connection, (i) to the extent
     possible, make such representations and warranties to the Holders and any
     Underwriters of such Registrable Certificates with respect to the business
     of the Company, the Registration Statement, Prospectus and documents
     incorporated by reference or deemed incorporated by reference, if any, in
     each case, in form, substance and scope as are customarily made by issuers
     to underwriters in similar underwritten offerings and confirm the same if
     and when requested, (ii) obtain an opinion of counsel to the Company (which
     counsel and opinion, in form, scope and substance, shall be reasonably
     satisfactory to the Holders and such Underwriters and their respective
     counsel) addressed to each selling Holder and Underwriter of Registrable
     Certificates, covering the matters customarily covered in opinions
     requested in similar underwritten offerings, (iii) obtain "cold comfort"
     letters from the independent certified public accountants of the Company
     addressed to each selling Holder and Underwriter of Registrable
     Certificates, such letters to be in customary form and covering matters of
     the type customarily covered in "cold comfort" letters in connection with
     underwritten offerings, and (iv) deliver such documents and certificates as
     may be reasonably requested by the Holders of a majority in principal
     amount of the Registrable Certificates being sold or the Underwriters, and
     which are customarily delivered in underwritten offerings, to evidence the
     continued validity of the representations and warranties of the Company
     made pursuant to clause (i) above and to evidence compliance with any
     customary conditions contained in an underwriting agreement.

          In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Certificates to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Certificates as the Company may from time to time reasonably
request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Certificates pursuant to a Shelf
Registration Statement until such Holder's receipt of the copies

                                       13
<PAGE>

of the supplemented or amended Prospectus contemplated by Section 3(i) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in its possession, other than permanent file copies then
in such Holder's possession, of the Prospectus covering such Registrable
Certificates current at the time of receipt of such notice. If the disposition
of Registrable Certificates pursuant to a Shelf Registration Statement shall be
suspended for more than an aggregate of 60 days, whether or not consecutive,
during any 12-month period, the interest rate per annum borne by the
Certificates will be increased by 0.50% from the 61st day of the applicable 12-
month period until such time as disposition of Registrable Certificates is no
longer suspended. If the Company shall give any such notice to suspend the
disposition of Registrable Certificates pursuant to a Registration Statement,
the Company shall extend the period during which the Registration Statement
shall be maintained effective pursuant to this Registration Rights Agreement by
the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions.

          The Holders of Registrable Certificates covered by a Shelf
Registration Statement who desire to do so may sell such Registrable
Certificates in an Underwritten Offering.  In any such Underwritten Offering,
the investment banker or investment bankers and manager or managers (the
"Underwriters") that will administer the offering will be selected by the
Majority Holders of the Registrable Certificates included in such offering.

          4.  Participation of Broker-Dealers in Exchange Offer.  (a)  The Staff
              -------------------------------------------------
of the SEC has taken the position that any broker-dealer that receives Exchange
Certificates for its own account in the Exchange Offer in exchange for
Certificates that were acquired by such broker-dealer as a result of market
making or other trading activities (a "Participating Broker-Dealer") may be
deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Certificates.

          The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Certificates, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Certificates owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Certificates for their own accounts,
so long as the Prospectus otherwise meets the requirements of the 1933 Act.

          (b) In light of Section 4(a) above, notwithstanding the other
provisions of this Registration Rights Agreement, the Company agrees that the
provisions of this Registration Rights Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent,
and with such reasonable modifications thereto as may be reasonably requested by
the Placement Agents or by one or more Participating Broker-Dealers, in each
case as provided in clause (ii) below, in order to expedite or facilitate the
disposition of any Exchange

                                       14
<PAGE>

Certificates by Participating Broker-Dealers consistent with the positions of
the Staff recited in Section 4(a) above; provided that:
                                         --------

          (i)  the Company shall not be required to amend or supplement the
     Prospectus contained in the Exchange Offer Registration Statement, as would
     otherwise be contemplated by Section 3(i), for a period exceeding 90 days
     after the last Exchange Date (as such period may be extended pursuant to
     the penultimate paragraph of Section 3 of this Agreement) and Participating
     Broker-Dealers shall not be authorized by the Company to deliver and shall
     not deliver such Prospectus after such period in connection with the
     resales contemplated by this Section 4; and

          (ii) the application of the Shelf Registration procedures set forth in
     Section 3 of this Registration Rights Agreement to an Exchange Offer
     Registration, to the extent not required by the positions of the Staff of
     the SEC or the 1933 Act and the rules and regulations thereunder, will be
     in conformity with the reasonable request to the Company by the Placement
     Agents or with the reasonable request in writing to the Company by one or
     more broker-dealers who certify to the Placement Agents and the Company in
     writing that they anticipate that they will be Participating Broker-
     Dealers; provided that in connection with such application of the Shelf
              --------
     Registration procedures set forth in Section 3 to an Exchange Offer
     Registration, the Company shall be obligated (x) to deal only with one
     entity representing the Participating Broker-Dealers, which shall be Morgan
     Stanley & Co. Incorporated unless it elects not to act as such
     representative, (y) to pay the fees and expenses of only one counsel
     representing the Participating Broker-Dealers, which shall be counsel to
     the Placement Agents unless such counsel elects not to so act, and (z) to
     cause to be delivered only one, if any, "cold comfort" letter with respect
     to the Prospectus in the form existing on the last Exchange Date and with
     respect to each subsequent amendment or supplement, if any, effected during
     the period specified in clause (i) above.

          (c)  The Placement Agents shall have no liability to the Company or
any Holder with respect to any request that it may make pursuant to Section 4(b)
above.

          5.   Indemnification and Contribution.  (a)  The Company agrees to
               --------------------------------
indemnify and hold harmless each Placement Agent, each Holder and each person,
if any, who controls any Placement Agent or any Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under
common control with, or is controlled by, any Placement Agent or any Holder,
from and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Placement
Agent, any Holder or any such controlling or affiliated person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Certificates or Registrable Certificates were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company

                                       15
<PAGE>

shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to make
the statements therein in light of the circumstances under which they were made
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Placement Agent or any Holder
furnished to the Company in writing by such Placement Agent or any selling
Holder expressly for use therein; provided, however, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Placement Agent from whom the person asserting any such
losses, claims, damages or liabilities purchased Certificates, or any person
controlling such Placement Agent, if a copy of the final Prospectus (as then
amended or supplemented if the Company shall have furnished any amendment or
supplements thereto) was not sent or given by or on behalf of such Placement
Agent to such person, if required by law so to have been delivered, at or prior
to the written confirmation of the sale of the Certificates to such person, and
if the final Prospectus (as so amended or supplemented) would have cured the
defect giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncomplicance by the Company with Section 3 hereof. In
connection with any Underwritten Offering permitted by Section 3, the Company
will also indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within
the meaning of the 1933 Act and the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, each Placement Agent and the other selling Holders,
and each of their respective directors, officers who sign the Registration
Statement and each Person, if any, who controls the Company, each Placement
Agent and any other selling Holder within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company to each Placement Agent and the Holders, but only
with reference to information relating to such Holder furnished to the Company
in writing by such Holder expressly for use in any Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto).

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same

                                       16
<PAGE>

counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Placement Agents and all persons, if any,
who control any Placement Agent within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Company, its
directors, its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either such Section and (c)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all persons, if any, who control any Holders within
the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving any Placement Agent and
persons who control such Placement Agent, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders
and such persons who control Holders, such firm shall be designated in writing
by the Majority Holders. In all other cases, such firm shall be designated by
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

          (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 4 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of the Company and the Holders 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 Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective number of Registrable Certificates of such
Holder that were registered pursuant to a Registration Statement.

          (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
                                                                        --- ----
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above.  The amount
paid or payable by an indemnified party as a result of the

                                       17
<PAGE>

losses, claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Certificates were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

          The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Placement Agent, any Holder or any person controlling any Placement Agent or
any Holder, or by or on behalf of the Company, its officers or directors or any
person controlling the Company, (iii) acceptance of any of the Exchange
Certificates and (iv) any sale of Registrable Certificates pursuant to a Shelf
Registration Statement.

          6.  Miscellaneous.  (a)  No Inconsistent Agreements.  The Company has
              -------------        --------------------------
not entered into, and on or after the date of this Registration Rights Agreement
will not enter into, any agreement which is inconsistent with the rights granted
to the Holders of Registrable Certificates in this Registration Rights Agreement
or otherwise conflicts with the provisions hereof.  The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's other issued and outstanding
securities under any such agreements.

          (b) Amendments and Waivers.  The provisions of this Registration
              ----------------------
Rights Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Certificates affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
                               --------  -------
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Certificates unless consented to in writing by such Holder.

          (c) Notices.  All notices and other communications provided for or
              -------
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement; and (ii) if to the Company,
initially at the

                                       18
<PAGE>

Company's address set forth in the Placement Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).

          All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to each Trustee, at the
address specified in the Applicable Trust Agreement.

          (d) Successors and Assigns.  This Registration Rights Agreement shall
              ----------------------
inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without
the need for an express assignment, subsequent Holders; provided that nothing
                                                        --------
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Certificates in violation of the terms of the Placement Agreement
or the Trust Agreements.  If any transferee of any Holder shall acquire
Registrable Certificates, in any manner, whether by operation of law or
otherwise, such Registrable Certificates shall be held subject to all of the
terms of this Registration Rights Agreement, and by taking and holding such
Registrable Certificates, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Registration Rights Agreement and such Person shall be entitled to receive the
benefits hereof. The Placement Agents (in their capacity as Placement Agents)
shall have no liability or obligation to the Company with respect to any failure
by any other Holder to comply with, or any breach by any other Holder of, any of
the obligations of such other Holder under this Registration Rights Agreement.

          (e) Purchases and Sales of Certificates.  The Company shall not, and
              -----------------------------------
shall use its best efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act), not to purchase and then resell or otherwise transfer any
Certificates.

          (f) Trustees.  The Trustees shall take such action as may be
              --------
reasonably requested by the Company pursuant to Sections 2(a), 3(h), and 3(l)
hereof.

          (g) Third Party Beneficiary.  The Holders shall be third party
              -----------------------
beneficiaries to the agreements made hereunder and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights hereunder.

          (h) Counterparts.  This Registration Rights Agreement may be executed
              ------------
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

          (i) Headings.  The headings in this Registration Rights Agreement are
              --------
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                                       19
<PAGE>

          (j) Governing Law.  This Registration Rights Agreement shall be
              -------------
governed by and construed in accordance with the internal laws of the State of
New York.

          (k) Severability.  In the event that any one or more of the provisions
              ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       20
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                               MIDWAY AIRLINES CORPORATION

                                  By:  /s/ Jonathan W. Waller
                                     -----------------------------------------
                                     Name:  Jonathan W. Waller
                                     Title: Senior Vice President
                                            General Counsel

                               ALLFIRST BANK,
                                  not in its individual capacity, but solely as
                                  Trustee under each of the Trust Agreements

                                  By:  /s/ Robert D. Brown
                                     -----------------------------------------
                                     Name:  Robert D. Brown
                                     Title:  Vice President

Confirmed and accepted as of
the date first above written:
MORGAN STANLEY & CO. INCORPORATED
SEABURY SECURITIES LLC
By Morgan Stanley & Co. Incorporated

By:  /s/ Christopher Chaput
    ------------------------------------------
    Name:  Christopher Chaput
    Title: Principal

                                       21
</TEXT>
</DOCUMENT>
