Exhibit 10.19


 


MORTGAGE AND SECURITY


AGREEMENT SUPPLEMENT NO. 1


 


Mortgage and Security
Agreement Supplement No. 1 dated August 14, 2007 (“Mortgage
Supplement”) of World Airways, Inc. (the “Company”).


 


W
I T N E S S E T H:


 


WHEREAS, the Mortgage and
Security Agreement, dated as of August 14, 2007, (the “Mortgage”),
between the Company and JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”), provides for the execution and delivery of
supplements thereto substantially in the form hereof that shall particularly
describe the Aircraft (such term and other defined terms in the Mortgage being
used herein with the same meanings), and shall specifically grant a security
interest in the Aircraft to the Administrative Agent; and


 


WHEREAS, the Mortgage
relates to the Airframe and Engines described in Annex A attached hereto and
made a part hereof, and a counterpart of the Mortgage is attached to and, made
a part of this Mortgage Supplement;


 


NOW, THEREFORE, in order to
secure the prompt payment of the Obligations, subject to the terms and
conditions of the Mortgage, and in consideration of the premises and of the
covenants contained in the Mortgage, and of other good and valuable
consideration given to the Company at or before the delivery hereof, the
receipt whereof is hereby acknowledged, the Company has mortgaged, assigned,
pledged, hypothecated and granted, and does hereby mortgage, assign, pledge,
hypothecate and grant, a continuing security interest in, and mortgage lien on,
the property comprising all its right, title and interest in and to the
Airframe and Engines described in Annex A attached hereto, whether or not such
Engines shall be installed in or attached to the Airframe or any other
aircraft, to the Administrative Agent, its successors and assigns, for the
benefit and security of the Secured Parties;


 


To have and to hold all and
singular the aforesaid property unto the Administrative Agent, its successors
and assigns, for the benefit and security of the Secured Parties and for the uses
and purposes and subject to the terms and provisions set forth in the Mortgage.


 


Notwithstanding the
foregoing, for purposes of the International Registry, model references for (i) the
Airframe shall be “DC-10-30” and (ii) each Engine shall be “CF6-50/-45”,  which, the Company represents and
warrants, constitute the manufacturer’s respective generic model designations
for such Airframe and Engines (as required to be used pursuant to the
“regulations” as defined in the Cape Town Convention).


 


This Mortgage Supplement
shall be construed as supplemental to the Mortgage and shall form a part
thereof, and the Mortgage is hereby incorporated by reference herein and is
hereby ratified, approved and confirmed and terms not otherwise defined herein
shall have the meaning provided in the Mortgage.


 


THIS MORTGAGE SUPPLEMENT IS
BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 

















 


IN WITNESS WHEREOF, the
Company has caused this Supplement No.     to be duly
executed by one of its duly authorized officers, as of the day and year first
above written.


 


 


	
   

  	
  WORLD AIRWAYS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK McMILLIN

  	
   

  
	
   

  	
   

  	
  Name: Mark McMillin

  
	
   

  	
   

  	
  Title: General Counsel
  & Corporate Secretary

  



 

















 


Annex A


to Mortgage


Supplement No. 1


 


DESCRIPTION OF AIRFRAME AND ENGINES


 


AIRFRAME


 


	
   

  	
   

  	
   

  	
   

  	
  FAA

  	
   

  	
  Manufacturer’s

  	
   

  
	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  Registration No.

  	
   

  	
  Serial No.

  	
   

  
	
  McDonnell Douglas

  	
   

  	
  DC-10-30

  	
   

  	
  N14075

  	
   

  	
  46922

  	
   

  



 


ENGINES


 


	
   

  	
   

  	
   

  	
   

  	
  Manufacturer’s

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Serial

  	
   

  
	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  No.

  	
   

  
	
  General Electric

  	
   

  	
  CF6-50C2

  	
   

  	
  455736

  	
   

  
	
  General Electric

  	
   

  	
  CF6-50C2

  	
   

  	
  455894

  	
   

  
	
  General Electric

  	
   

  	
  CF6-50C2

  	
   

  	
  517833

  	
   

  



 


Each Engine is of 49,120 or
more pounds of thrust or its equivalent.