[Midway Airlines letterhead]

April 16, 2001

Ms. Barbara Patzner
Airport Director
MassPort
Civil Air Terminal
200 Hanscom Drive
Bedford, MA 01730

VIA FAX 781-869-8075

Dear Ms. Patzner:

I'm writing you to express Midway Airlines' interest in serving Boston's Hanscom Field.

We've known David Hackett at Shuttle America for many years, and have been impressed with his enthusiasm for his Hanscom service. We've done some research among our customers and have come to the conclusion that there exists a significant community of interest between Raleigh-Durham's Research Triangle Park (our home) and the high-tech Route 128 corridor served so well by Hanscom.

We have been working with Shuttle in the last few months, trying to find some way to assist them in their financial restructuring, but have reluctantly concluded that we should separately propose service to Hanscom.

Briefly, Midway Airlines is an all-jet airline, today operating 38 aircraft with an average age of under three years (among the youngest jet fleets on earth). The fleet includes 24 50-seat Canadair Regional Jets (CRJs), nine Boeing 737-700s and five Fokker F100s. As mentioned, our hub is Raleigh-Durham, North Carolina, where we carry more than one-third of the enplaned passengers. We're majority owned by the two wealthiest men in North Carolina, which provides financial stability and a long-term focus. We have very high operating quality and were recently ranked as the fourth best domestic airline in the 2001 Zagat Survey - better than all of the major carriers except Alaska Airlines.

We today operate six daily flights to Boston/Logan, and would welcome the chance to serve Hanscom. We understand and appreciate the noise concerns of the airport's neighbors, and would operate our service with the CRJs. Beyond being quieter than the deHavilland Dash8s currently operating in Hanscom, these aircraft are, in fact, the quietest commercial aircraft in the world. We believe we would offer an attractive, low environmental impact service.

We'll be meeting tomorrow with Ms. Anne Gavin of Governor Celluci's Washington office to express our interest in Hanscom service, and would welcome the opportunity to meet with you and your staff as soon as possible. If you wish, we could be at your offices later this week.

I'll call you Wednesday to discuss a meeting, or if you prefer, I can be reached at 919-595-6011 or swestberg@midwayair.com.

I look forward to meeting with you.

Sincerely,

[signature]

Steven Westberg
Executive Vice President and General Manager