Exhibit 10.21


 


EXECUTION COPY


 


BRIDGE AND PURCHASE AGREEMENT


 


This Bridge and Purchase
Agreement (the “Agreement”), dated
as of August 14, 2007, is entered into by and among Global Aero Logistics
Inc. (formerly known as New ATA Holdings, Inc.) (the “Company”) and MatlinPatterson ATA Holdings LLC (including its successors
and assigns, the “Investor”).


 


PRELIMINARY STATEMENTS


 


WHEREAS, on February 28,
2006, ATA Airlines, Inc. (“ATA”), as
borrower, together with the Company, certain subsidiaries of the Company,
JPMorgan Chase Bank, N.A., as administrative agent and the lender parties
thereto entered into that certain Loan Agreement, whereby the lender parties
agreed to make a term loan to ATA in an aggregate amount equal to
$24,178,666.67 (the “Term Loan”) pursuant to which the Investor is
the sole lender;


 


WHEREAS, on January 16,
2007, ATA, as borrower, the Company, certain subsidiaries of the Company and
the Investor, as lender, entered into that certain Bridge Loan Agreement,
whereby the Investor agreed to lend to the Company an amount equal to
$28,000,000 (the “Bridge Loan”,
together with the Term Loan, the “Company
Loans”);


 


WHEREAS, on April 5,
2007, the Company, Hugo Acquisition Corporation (“Hugo”) and World Air Holdings, Inc., a Delaware
Corporation (“World”), entered
into that certain Agreement and Plan of Merger (the “Merger Agreement”), whereby Hugo will merge with and
into World with World being the surviving entity (the “Merger”);


 


WHEREAS, in connection with
the closing of the Merger (the “Merger Closing”),
and as a condition to obtaining financing for the Merger, the Company and the
Investor desire to cancel the Company’s existing obligations under the Company
Loans in exchange for that number of shares of series A preferred stock of the
Company, par value $0.0001 per share, with terms substantially the same as set
forth on Exhibit A (the “Series A
Preferred”), that is equal to the quotient
obtained by dividing the Adjusted Principal Balance (as defined below) by
$14.00 (the “Price Per Share”).
In addition, the Investor will purchase for cash, at a per share price equal to
the Price Per Share, a number of additional shares of Series A Preferred
equal to the quotient obtained by dividing (i) $161,100,000 (the “Aggregate Purchase Price”)  less the Adjusted Principal
Balance by (ii) the Price Per Share. The Aggregate Purchase Price
may be adjusted downward if a lesser amount is required to finance the Merger,
but in no event shall the Aggregate Purchase Price be adjusted downward to an
amount that is less than the aggregate amount necessary to satisfy the Adjusted
Principal Balance.


 


NOW, THEREFORE, in
consideration of the premises and the covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE I


 


CERTAIN
DEFINED TERMS


 


Section 1.01  Capitalized terms used in this Agreement shall have the following
meanings:


 

















 


“Adjusted
Principal Balance”
means the outstanding principal balance under the Company Loans, plus any
accrued but unpaid interest, as of immediately prior to the Merger Closing.


 


“Aggregate
Purchase Price” has
the meaning stated in the Preliminary Statements.


 


“Affiliate” means any other Person directly or
indirectly “controlling” or “controlled by” or “under common control with” such
specified Person within the meaning of the Securities Exchange Act of 1934, as
amended (the “Exchange  Act”).


 


“Agreement” has the meaning stated in the Preamble.


 


“ATA” has the meaning stated in the Preliminary Statements.


 


“Bridge
Loan” has the meaning
stated in the Preliminary Statements.


 


“Bridge
Purchase” has the
meaning stated in Section 2.01(a).


 


“Bridge
Shares” has the
meaning stated in Section 2.01(b).


 


“Business
Day” means any day
other than a Saturday, Sunday or any other day on which banks in the City of
New York are required or permitted to be closed.


 


“Closing” has the meaning stated in Section 2.03(a).


 


“Closing
Date” has the meaning
stated in Section 2.03(a).


 


“Common
Stock” has the
meaning stated in the Preliminary Statements.


 


“Company” has the meaning stated in the Preamble.


 


“Company
Loans” has the
meaning stated in Preliminary Statements.


 


“Conversion” has the meaning stated in Section 2.01(b).


 


“Conversion
Shares” has the
meaning stated in Section 2.01(b).


 


“Fairness
Opinion” has the
meaning stated in Section 3.01(h)


 


“Hugo” has the meaning statement in the Preliminary
Statements.


 


“Investor” has the meaning stated in the Preamble.


 


“Material
Adverse Effect” has
the meaning stated in Section 3.01(a).


 


“Merger” has the meaning stated in the Preliminary
Statements.


 


“Merger
Agreement” has the
meaning stated in the Preliminary Statements.


 


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“Merger
Closing” has the
meaning stated in the Preliminary Statements.


 


“Options” has the meaning stated in Section 4.01(d).


 


“Price Per
Share” has the
meaning stated in the Preliminary Statements.


 


“Person” shall be construed broadly and means any
individual, corporation, association, partnership (limited or general), limited
liability company, joint venture, joint stock company, association, trust,
estate, unincorporated organization or government or any agency or political
subdivision, or other entity or organization.


 


“Reg D” means Rule 506 of Regulation D
promulgated under the Securities Act.


 


“Remaining
Payment” has the
meaning stated in Section 2.01(b).


 


“Remaining
Shares” has the
meaning stated in Section 2.01(b).


 


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


 


“Series A
Preferred” has the
meaning stated in the Preliminary Statements.


 


“Surviving
Company Representation”
has the meaning stated in Section 3.01(i).


 


“Surviving
Investor Representation”
has the meaning stated in Section 3.02(k).


 


“Term Loan” has the meaning stated in the Preliminary
Statements.


 


“World” has the meaning stated in the Preliminary
Statements.


 


“World
Equity” has the
meaning stated in Section 2.02.


 


“World
Equity Consideration”
has the meaning stated in Section 2.02.


 


ARTICLE II


 


PURCHASE OF
SERIES A PREFERRED;


CANCELLATION
OF COMPANY LOANS


 


Section 2.01      Bridge Purchase.


 


(a)           The Investor agrees to purchase a number of shares of Series A
Preferred on the Closing Date (as defined below) equal to the Aggregate
Purchase Price divided by the Price Per Share (the “Bridge Purchase”).


 


(b)           The Investor shall satisfy the Bridge Purchase by (i) converting
(instead of paying cash) all of the Adjusted Principal Balance under the
Company Loans into a number of shares of Series A Preferred (the “Conversion Shares”) equal to the quotient obtained by dividing the Adjusted
Principal Balance by the Price Per Share (the
“Conversion”) and (ii) paying
an amount in cash (the “Remaining Payment”) for the remaining portion of the Series A
Preferred


 


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comprising
the Bridge Purchase after giving effect to the Conversion, which shall be
calculated as the quotient obtained by dividing (x) the Aggregate Purchase
Price less the Adjusted Principal Balance by (y) the Price
Per Share (the “Remaining Shares”, and together with the Conversion Shares,
the “Bridge Shares”).
Upon the issuance of the Conversion Shares by the Company, the Adjusted
Principal Balance shall be satisfied in full and the Company Loans shall be
cancelled and of no further effect.


 


Section 2.02      World Equity Contribution.  On
the Closing Date, the Investor shall contribute to the Company all of the
shares of World common stock, par value $0.001 per share held by it and its
Affiliates (the “World Equity”),
in exchange for, and in lieu of Merger Consideration (as defined in the Merger
Agreement), cash equal to the cost of the World Equity, including the amounts
paid therefore and commissions paid thereunder, plus all documented and
reasonable out-of-pocket fees and expenses, including, without limitation, the
reasonable fees and expenses of counsel and consultants (including, without
limitation, Bracewell & Giuliani LLP, the Seabury Group and Joele
Frank, Wilkinson Brimmer and Katcher) incurred by the Investor and its fund
Affiliates in connection with (i) the Bridge Purchase, (ii) the
purchase of the World Equity and (iii) the Merger (collectively, the “World Equity Consideration”); provided,
however that such amount shall not exceed the Merger Consideration (as
defined in the Merger Agreement) that the Investor would have received with
respect to the World Equity.


 


Section 2.03      Closing; Cancellation of Company Loans.


 


(a)           Closing.  The closing of the Bridge
Purchase (the “Closing”) shall take place at the offices of
Bracewell & Giuliani LLP, 1177 Avenue of the Americas, New York, New
York 10036 immediately upon the satisfaction and/or waiver of closing
conditions set forth in Article V below (the “Closing Date”) (other than such conditions by their nature to be satisfied or
waived at the Closing) or at such other place and time as is mutually agreed to
in writing by the parties hereto.


 


(b)           Upon the Closing:


 


(i)            the Company shall
deliver a stock certificate or certificates to the Investor representing the
Bridge Shares (which shall include the Conversion Shares resulting from the
Conversion) in the denominations and registered in the name of the Investor or
such other Affiliates of the Investor as designated in writing by the Investor
not later than three (3) Business Days prior to the Closing;


 


(ii)           the Company shall
deliver to the Investor the World Equity Consideration and any other payments
under Section 7.08 hereof;


 


(iii)          the Investor shall
deliver to the Company a termination letter under each of the Term Loan and the
Bridge Loan, respectively;


 


(iv)          the Investor shall
pay to the Company the Remaining Payment;


 


(v)           the Investor shall
deliver to the Company a stock certificate or certificates representing the
World Equity; and


 


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(vi)          all deliveries
required to satisfy the conditions set forth in Article V hereof
shall have been made.


 


Section 2.04      Satisfaction of Purchase Obligation.  The
Investor may, in its sole discretion, purchase the Bridge Shares, directly
and/or indirectly through one or more of their respective Affiliates, separate
accounts within their control, or investment funds under their or their
respective Affiliates’ management; provided, however, any such
non-Investor entities shall be required to make the representations and
warranties set forth in Section 3.02 to the Company; and provided
further that the Investor shall remain liable and obligated under this
Agreement in all respects, including without limitation, the obligation with
respect to the Bridge Purchase.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


Section 3.01      Representations and Warranties of the
Company.  The Company represents and warrants to the
Investor as follows:


 


(a)           Organization and Qualification.
 The Company is a corporation duly
incorporated, validly existing, and in good standing under the laws of the
State of Delaware and under the laws of any other jurisdiction in which the
character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary, except where the failure to
be so qualified or to be in good standing is not, other than as set forth on Schedule
3.01(a), individually or in the aggregate, reasonably expected to (i) have
a material adverse effect on the assets, condition (financial or otherwise),
business or results of operations of the Company and its subsidiaries taken as
a whole or (ii) prevent or materially delay the consummation of any of the
transactions contemplated by this Agreement (collectively, a “Material Adverse Effect”). The Company has all requisite
corporate power and authority to own, operate, and lease its properties and
carry on its businesses as now conducted in all material respects. In addition,
each of the subsidiaries of the Company is duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its organization
except where the failure to be so organized, existing or in good standing would
not individually or in the aggregate have a Material Adverse Effect. All of the
outstanding shares of capital stock of each of the Company’s subsidiaries are
duly authorized, validly issued, fully paid and nonassessable and all such
shares are owned by the Company or another wholly owned subsidiary of the
Company (other than director’s qualifying shares) free and clear of all
preemptive rights of first refusal, subscription and similar rights other than
such preemptive rights, subscription and similar rights as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(b)           Authority and Validity of
Agreement.  The Company has the
requisite corporate power and authority to execute and deliver this Agreement.
This Agreement and the consummation and performance by the Company of the
transactions contemplated by this Agreement have been duly authorized by all
requisite corporate action on the part of the Company. The Company has duly
executed and delivered this Agreement. This Agreement constitutes the valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as the enforceability of this Agreement may
otherwise be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other


 


5

















 


similar
laws affecting the enforcement of creditors’ rights generally, public policy
and general equitable principles.


 


(c)           Capitalization.  The authorized capital stock of the Company
consists of 50,000,000 shares of capital stock, par value $0.0001 per share, of
which 14,708,480 shares have been designated as Class A Common Stock of
which (A) 10,712,549 shares of Common Stock are issued and outstanding, (B) 2,659,523
shares of Common Stock are issuable upon the exercise of outstanding options
under the Stock Option Plan for Management Employees of New ATA Holdings Inc.,
the New ATA Holdings Inc. 2006 Long-Term Incentive Plan, the Non-Qualified
Stock Option Plan for Flight Deck Crewmembers of ATA Airlines, Inc. and
the Stock Incentive Plan for Non-Employee Directors of New ATA Holdings and (C) 448,029
shares of Class A Common Stock are issuable upon the exercise of
outstanding warrants. There are currently no shares of preferred stock issued
or outstanding. Except as set forth above, no shares of capital stock or other
equity or voting securities of the Company are issued, reserved for issuance or
outstanding. In addition, except as set forth above, there are no issued,
outstanding or authorized options, warrants, rights, calls, convertible
instruments, phantom stock, stock appreciation or similar rights or other
agreements or commitments or except as discussed in Schedule 3.01(c),
preemptive rights to which the Company is a party or which is binding upon the
Company providing for the issuance, disposition or acquisition of any of its
capital stock or any other debt or equity security, or voting rights, rights of
first refusal, subscription, stock restriction or similar rights. All of the
outstanding shares of capital stock of the Company are duly authorized, validly
issued, fully paid and nonassessable.


 


(d)           No Conflict.  Except for waivers or consents that have been
obtained or are in full force and effect, the execution and delivery of this
Agreement by the Company does not, and the consummation of the transactions
contemplated hereby will not, conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation, modification or acceleration of any
obligation or to a loss of a benefit under, or result in the creation of any
lien upon any of the properties or assets of the Company or any of its
subsidiaries under (i) the certificate of incorporation, bylaws or other
organizational documents of the Company; (ii) any law, order or agreement
applicable to the Company or by which any property or asset of the Company is
bound or affected; or (iii) any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise, or other instrument or obligation
to which the Company is a party or by which the Company or any property or
asset of the Company is bound or affected, except, in the case of clauses (ii) and
(iii), for any such conflicts, violations, breaches, defaults, events, losses,
payments, cancellations, encumbrances, or other occurrences that are not,
individually or in the aggregate, reasonably expected to have a Material
Adverse Effect.


 


(e)           Exempt from Registration.  Assuming the accuracy of the representations
made or to be made by Investor, the issuance of the Series A Preferred to
Investor as contemplated hereby has not been consummated pursuant to a “general
solicitation” within the meaning of Reg D. Based, in part, on the
representations and warranties of the Investor in Section 3.02 in
connection with the Bridge Purchase, the issuance of the Series A
Preferred to the Investor is exempt from the registration under the Securities
Act and under the securities or blue sky laws in any applicable state.


 


6

















 


(f)            Valid Issuance of Series A
Preferred.  Upon delivery of the Series A
Preferred to the Investor and the cancellation of the Company Loans, in each
case in accordance with the terms of this Agreement (including, without
limitation, payment of the Remaining Payment and the Conversion), such Series A
Preferred will be duly authorized, validly issued, fully paid and
nonassessable, and free and clear of all liens, preemptive rights, rights of
first refusal, subscription and similar rights.


 


(g)           Special Committee Approval. A
special committee of independent directors of the Company’s board of directors
has unanimously determined that this Agreement and the transactions
contemplated hereby, including the sale of shares of Series A Preferred in
an amount equal to the Aggregate Purchase Price, are in the best interests of
the Company and the stockholders of the Company, and has approved the same.


 


(h)           Fairness Opinion.  The Company’s Board of Directors has received
a written opinion (the “Fairness Opinion”) from Houlihan Lokey Howard and Zukin
Financial Advisors, Inc., dated as of August 12, 2007, to the effect
that, as of such date and subject to the matters set forth in the Fairness
Opinion (i) the Aggregate Purchase Price is fair from a financial point of
view to the Company and (ii) the issuance of the Series A Preferred
and the Conversion Rights Offering (as defined in the Certificate of
Designations of the Series A Preferred Stock) is fair to the Company’s
stockholders other than the Investor from a financial point of view. A written
copy of such Fairness Opinion has been provided to the Investor prior to the
execution of this Agreement.


 


(i)            No General Solicitation.  In connection with the Series A Preferred
being offered to the Investor hereunder:


 


(i)            the Company has not offered the Series A
Preferred by means of any form of general solicitation or general advertising
(within the meaning of Reg D), including, but not limited to, (i) any
advertisement, article notice or other communication published in any
newspaper, magazine or website or similar publication or similar medium or
broadcast over television or the internet or (ii) any seminar, meeting or
webcast whose attendees have been invited by a general solicitation or general
advertising;


 


(ii)           the Company has no knowledge of any
fact or circumstance that would prohibit the issuance, sale and delivery of the
Series A Preferred or affect the ability of the Company to issue the Series A
Preferred to the Investor without registration under the Securities Act, as
contemplated herein; and


 


(iii)          Based upon representations made or to
be made by the Investor pursuant to this Agreement, the offer and sale of the Series A
Preferred to the Investor in accordance with the terms of this Agreement will
not constitute a “general solicitation” within the meaning of Reg D.


 


The representations and
warranties set forth in this Section 3.01(i) (the “Surviving Company Representation”) shall survive for a period of twelve
(12) months following the date of the Closing.


 


7

















 


Section 3.02      Representations and Warranties of the
Investor.  The Investor represents and warrants to the
Company as follows:


 


(a)          Organization and
Qualification.  The Investor is duly
organized, validly existing, and in good standing under the laws of the state
of its organization.


 


(b)          Authority and
Validity of Agreement.  The Investor
has all requisite power and authority to execute and deliver this Agreement,
and all requisite power and authority to perform its obligations hereunder, and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement, and the consummation of the transactions contemplated
hereby, have been duly authorized by all requisite action of the Investor. The
Investor has duly executed and delivered this Agreement. This Agreement
constitutes a valid and legally binding obligation of the Investor, enforceable
against the Investor in accordance with its terms, except that the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally, public policy and
general equitable principles.


 


(c)          Institutional
Accredited Investor.  The Investor is
an “accredited investor” within the meaning of Reg D promulgated by the SEC
under the Securities Act.


 


(d)          Sophisticated and
Knowledgeable.  The Investor is
knowledgeable, sophisticated and experienced in making, and is qualified to
make, decisions with respect to investments in shares representing an
investment decision like that involved in the purchase of the Series A
Preferred, including investments in securities issued by the Company and
comparable entities, and has had the opportunity to request, receive, review
and consider all information it deems relevant in making an informed decision
to purchase the Series A Preferred.


 


(e)           Purchase for Own
Account.  The Investor is acquiring
the Series A Preferred in the ordinary course of its business and for its
own account for investment only and with no present intention of distributing
any of such Series A Preferred or any arrangement or understanding with
any other Persons regarding the distribution of such Series A Preferred.


 


(f)           Restricted Shares.
 The Investor will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of
the Series A Preferred except in compliance with the Securities Act and
the rules and regulations promulgated thereunder and any applicable state
securities laws.


 


(g)           Exemption from Registration.  The Investor understands that the Series A
Preferred is being offered and sold to it in reliance upon specific exemptions
from the registration requirements of the Securities Act and state securities
laws and that the Company is relying upon the truth and accuracy of, and the
Investor’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein in order to
determine the availability of such exemptions and the eligibility of the
Investor to acquire the Series A Preferred.


 


(h)           Legend.  The Investor understands that, until such time
as a registration statement has been declared effective for shares of Series A
Preferred or Common Stock issuable upon conversion of the Series A
Preferred, or such shares may be sold pursuant to Rule 144 under the


 


8

















 


Securities
Act without any restriction as to the number of securities as of a particular
date that can then be immediately sold, the certificates representing Series A
Preferred and the certificates representing any shares of Common Stock issued
upon conversion of the Series A Preferred will bear a restrictive legend
in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE COMPANY OR OF COUNSEL TO THE HOLDER OF SUCH SECURITIES (WHICH
COUNSEL IS SATISFACTORY TO THE COMPANY) THAT SUCH SECURITIES MAY BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


(i)            Executive Office.
 The Investor’s principal executive
offices are at 520 Madison Avenue, New York, New York 10022 in the jurisdiction
set forth immediately below the Investor’s name on the signature pages hereto.


 


(j)            Acknowledge Company Reliance on
Exemption from Registration.  The
Investor hereby acknowledges that the Series A Preferred is not registered
under the Securities Act and agrees that the Company is under no obligation to
register the Series A Preferred or any shares of Common Stock issuable
upon conversion of the Series A Preferred (other than the registration of
the Special Conversion Shares under the Conversion Rights Offering Registration
Statement (as such terms are defined in the Certificate of Designations of the Series A
Preferred)).


 


(k)           No General Solicitation.  In connection with the Series A Preferred
being offered by the Company under the Bridge Purchase:


 


(i)            the Investor has
not offered the Series A Preferred by means of any form of general
solicitation or general advertising (within the meaning of Reg D), including,
but not limited to, (i) any advertisement, article notice or other communication
published in any newspaper, magazine or website or similar publication or
similar medium or broadcast over television or the internet or (ii) any
seminar, meeting or webcast whose attendees have been invited by a general
solicitation or general advertising; and


 


9

















 


(ii)          the Investor has no
knowledge of any fact or circumstance that would prohibit the issuance, sale
and delivery of the Series A Preferred or affect the ability of the
Company to issue the Series A Preferred to the Investor without
registration under the Securities Act, as contemplated herein.


 


The
representations and warranties set forth in this Section 3.02(k) (the “Surviving Investor Representation”) shall survive as if made by, and shall
be assumed by, the Investor for a period of twelve (12) months following the
date of the Closing.


 


ARTICLE IV


 


COVENANTS


 


Section 4.01      The Company.  The
Company agrees that:


 


(a)           Restricted Payments.  From the date hereof until the date of the
Closing, the Company shall not:


 


(i)            declare or pay any
dividend or make any other payment or distribution on account of the Common
Stock (including, without limitation, any such payment in connection with any
merger or consolidation involving the Company or any of its subsidiaries); or


 


(ii)            purchase, redeem,
or otherwise acquire or retire for value (including, without limitation, in
connection with any merger or consolidation involving the Company or any of
their subsidiaries other than the Merger) any equity interests of the Company
or any direct or indirect subsidiary of the Company.


 


(b)           Limitation on
Business Combinations.  From the date
hereof until the Closing, other than the Merger, the Company shall not engage
in any merger, consolidation, reorganization, recapitalization or other
business combination.


 


(c)            Limitation on Equity Issuances.
 From the date hereof until the date of
the Closing, except for (i) equity-based compensation awards granted to
directors, officers and employees of the Company in accordance with the Company’s
equity compensation plans as in effect on the date hereof and (ii) shares
of Common Stock issuable upon exercise of any options and/or warrants to
purchase Common Stock outstanding on the date of this Agreement, the Company
shall not issue or otherwise sell, at a price per share or exercise price, as
applicable, less than the Offering Price, any shares of Common Stock,
including, without limitation, any rights to subscribe for or to purchase, or
any warrants or options for the purchase of, Common Stock or any stock or
securities convertible into or exchangeable for Common Stock (such rights,
warrants or options being referred to herein as “Options” and such convertible or exchangeable stock or
securities being retained to herein as “Convertible
Securities”), whether or not such Options or the
right to convert or exchange any such Convertible Securities are immediately
exercisable.


 


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(d)           No Amendment of
Merger Terms.  From the date hereof
until the Closing, the Company shall not, without the prior written consent of
the Investor, amend, modify or waive any material term or condition of the
Merger Agreement.


 


Section 4.02      Covenants of both the Company and the
Investor.  Each of the Company and the Investor agree
that:


 


(a)            Cooperation to
Consummate Transactions.  It will use
reasonable commercial efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, and to assist and cooperate with the other parties
in doing, all things reasonably necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the
transactions contemplated hereby.


 


(b)           Notice of Breach
of Representation or Warrant or Covenant.  It will promptly deliver to the other written
notice of any matter, event or development that is or could (i) render any
representation or warranty made by it herein inaccurate or incomplete in any
respect or (ii) constitute or result in a breach by it of, or a failure by
it to comply with, any covenant herein.


 


(c)           Public
Announcements.  It will consult with
the other party before issuing, and provide the other party the opportunity to
review and comment upon, any press release or other public statements with
respect to the transactions contemplated by this Agreement, and shall not issue
any such press release or make any such public statement prior to such
consultation, except as may be required by applicable law or court process.


 


ARTICLE V


 


CLOSING
CONDITIONS


 


Section 5.01      Investor’s Conditions to Closing.  The
obligation of the Investor to consummate the Bridge Purchase and close in the
manner provided hereunder shall be subject to the satisfaction (or waiver by
the Investor) of each of the following conditions (unless stated otherwise):


 


(a)           the representations and warranties of
the Company contained in Section 3.01 that are qualified as to
materiality shall be true and correct in all respects on and as of the date
hereof, and on and as of the Closing Date, with the same force and effect as
though made on and as of each such date, except to the extent that any
representation or warranty is made as of a specified date, in which case such
representation or warranty shall be true and correct as of such specified date,
and the representations and warranties that are not so qualified shall be true
and correct in all material respects on and as of the date hereof, and on and
as of the Closing Date, with the same force and effect as though made on and as
of each such date, except to the extent that any representation or warranty is
made as of a specified date, in which case such representation or warranty
shall be true and correct in all material respects as of such specified date,
and the Company shall have performed or complied with, in all material
respects, its covenants required to be performed or complied with under this
Agreement (and the Company shall have delivered to the Investor a certificate
signed by an authorized executive to the effect that each of the conditions
specified in this subsection (a) is satisfied in all respects); provided
that, the Surviving


 


11

















 


Company Representation set
forth in Section 3.01(i) shall survive and remain true and
correct in all respects for a period of twelve (12) months following the
Closing Date;


 


(b)            no provision of any
applicable law or regulation and no judgment, injunction, order, decree or
other legal restraint shall prohibit or threaten to prohibit the consummation
of the Bridge Purchase;


 


(c)            the Company shall
have received the Fairness Opinion and such Fairness Opinion shall not have
been revoked or modified in any adverse manner; and


 


(d)           the conditions
precedent to the Merger Closing set forth in the Merger Agreement shall have
been satisfied as of the Closing Date and the Closing shall be effectuated immediately
prior to, or simultaneously with, the Merger Closing.


 


Section 5.02      The Company’s Conditions to Closing.  The
obligation of the Company to consummate and close the Bridge Purchase shall be
subject to the satisfaction (or waiver by the Company) of each of the following
conditions:


 


(a)          the representations
and warranties of the Investor contained in Section 3.02 that are
qualified as to materiality shall be true and correct in all respects on and as
of the date hereof, and on and as of the Closing Date, with the same force and
effect as though made on and as of each such date, except to the extent that
any representation or warranty is made as of a specified date, in which case such
representation or warranty shall be true and correct as of such specified date,
and the representations and warranties that are not so qualified shall be true
and correct in all material respects on and as of the date hereof, and on and
as of the Closing Date, with the same force and effect as though made on and as
of each such date, except to the extent that any representation or warranty is
made as of a specified date, in which case such representation or warranty
shall be true and correct in all material respects as of such specified date,
and the Investor shall have performed or complied with, in all material
respects, its covenants required to be performed or complied with under this
Agreement (and the Investor shall have delivered to the Company a certificate
signed by an authorized executive to the effect that each of the conditions
specified in this subsection (a) is satisfied in all respects); provided
that, the Surviving Investor Representation set forth in Section 3.02(k) shall
survive and remain true and correct in all respects for a period of twelve (12)
months following the Closing Date;


 


(b)           no provision of any
applicable law or regulation and no judgment, injunction, order, decree or
other legal restraint shall prohibit the consummation of the Bridge Purchase;


 


(c)           the Company shall
have received the Fairness Opinion and such Fairness Opinion shall not have
been revoked or modified in any adverse manner; and


 


(d)           the conditions precedent to the
Merger Closing set forth in the Merger Agreement shall have been satisfied as
of the Closing Date and the Closing shall be effectuated immediately prior to,
or simultaneously with, the Merger Closing.


 


12

















 


ARTICLE VI


 


TERMINATION


 


Section 6.01    Termination.


 


(a)          This Agreement may be
terminated at any time by mutual written consent of the Company and the
Investor.


 


(b)          This Agreement shall
automatically terminate upon the termination of the Merger Agreement without
the closing of the Merger having occurred.


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.01      Amendments.  This
Agreement may not be modified, amended or supplemented except in a writing
signed by each of the parties hereto.


 


Section 7.02     GOVERNING
LAW; JURISDICTION.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY
MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR
PROCEEDING, MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO
THE NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT, GENERALLY AND
UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING.


 


Section 7.03     Headings.  The
headings of the Sections, paragraphs and subsections of this Agreement are
inserted for convenience only and shall not affect the interpretation hereof.


 


Section 7.04     Successors
and Assigns.  This Agreement is intended to bind and inure
to the benefit of the parties hereto and their respective successors, assigns,
heirs, executors, administrators and representatives. Except as set forth
herein, neither the Company nor the Investor shall assign its rights, duties or
obligations under this Agreement without the prior written consent of the other
party hereto; provided  that, the Investor shall be permitted to
assign its respective rights, duties or obligations under this Agreement to any
of its respective subsidiaries or Affiliates in its sole and absolute
discretion (without the requirement to obtain consent, whether written or
otherwise, from any other Person, including the Company);


 


13

















 


provided,
further, however, that the Investor shall remain liable for all obligations of
the Investor hereunder from and after any such assignment.


 


Section 7.05      Severability.  The
invalidity or unenforceability at any time of any provision hereof shall not
affect or diminish in any way the continuing validity and enforceability of the
remaining provisions hereof.


 


Section 7.06      No Third-Party Beneficiaries.  This
Agreement shall be solely for the benefit of the parties hereto and no other
Person shall be a third-party beneficiary hereof.


 


Section 7.07      Prior Negotiations: Entire Agreement.  This
Agreement constitutes the entire agreement of the parties and supersedes all prior
negotiations with respect to the subject matter hereof.


 


Section 7.08      Expenses.  The
Company shall reimburse the Investor for all documented and reasonable
out-of-pocket fees and expenses of the Investor, not paid for pursuant to Section 2.02,
in connection with (i) the Bridge Purchase, (ii) the purchase by the
Investor of the World Equity and (iii) the Merger, including, without
limitation, the reasonable fees and expenses of counsel and consultants,
including, without limitation, Bracewell & Giuliani LLP, the Seabury
Group and Joele Frank, Wilkinson Brimmer Katcher, at the Closing, so long as
the Investor is not in material breach of its respective obligations under this
Agreement at the time of such Closing.


 


Section 7.09      Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same
agreement.


 


Section 7.10     Notices.  All
notices and other communications under this Agreement shall be in writing, sent
contemporaneously to all of the parties hereto, and deemed given when delivered
by hand or by facsimile during standard business hours (from 8:00 a.m. to
6:00 p.m.) at the place of receipt at the addresses and facsimile numbers
set forth below, with a copy to each person identified thereon.


 


If to the Company:


 


Global Aero Logistics Inc.

c/o ATA Airlines, Inc.

7337 West Washington Street

Indianapolis, Indiana 46231

Attention: Chief Financial Officer

Phone: (317) 282-7080

Facsimile: (317) 282-7091

Doug.Yakola@iflyata.com


 


With a copy to:


 


Global Aero Logistics Inc.


 


14

















 


c/o ATA Airlines, Inc.

7337 West Washington Street

Indianapolis, Indiana 46231

Attention: General Counsel

Phone: (317) 282-7006

Facsimile: (317) 282-7091

E-mail: Brian.Hunt@iflyata.com


 


Global Aero Logistics Inc.


The Special Committee of the
Board of Directors

7337 West Washington Street

Indianapolis, Indiana 46231

Attention: Harvey Tepner

Phone: (212) 702-8511

Facsimile: (212) 702-9587

E-mail: harvey.tepner@ca-llp.com


 


Cravath, Swaine &
Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Phone: (212) 474-1000

Facsimile: (212) 474-3700

Attention: Ronald Cami Esq.

E-mail: RCami@cravath.com


 


Dickstein Shapiro LLP

1177 Avenue of Americas

New York, New York 10036

Phone: (212) 277-6525

Facsimile: (212) 277-6501

Attention: Malcolm I. Ross, Esq.

E-mail: rossm@dicksteinshapiro.com


 


If to the Investor:


 


c/o MatlinPatterson Global
Advisers LLC

520 Madison Avenue 35th Floor

New York, New York 10022-4213

Attention: Lawrence M. Teitelbaum

Phone: (212) 651-9524

Facsimile: (212) 651-4014

E-mail: teitelbaum@mpasset.com


 


15

















 


With a copy to:


 


Bracewell &
Giuliani LLP

1177 Avenue of the Americas

New York, New York 10036

Phone: (212) 508-6100

Fax: (212) 508-6101


Attention: Mark Palmer, Esq.
and Robb Tretter, Esq.


 


Section 7.11      Survival Upon Termination.  Notwithstanding
the termination of this Agreement pursuant to Section 6.01, the
agreements and obligations of the parties in Sections 7.02, 7.04,
7.05, 7.06, 7.07, 7.08 and this Section 7.11
shall survive such termination and shall continue in full force and effect in
accordance with the terms hereof.


 


Remainder of Page Left Intentionally Blank

Signature Page to Follow


 


16

















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first written
above.


 


 


	
   

  	
  GLOBAL AERO LOGISTICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Subodh Karnik

  	
   

  
	
   

  	
  Name:

  	
  Subodh Karnik

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MATLINPATTERSON ATA

  HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


SIGNATURE PAGE TO BRIDGE AND PURCHASE
AGREEMENT


 

















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first written
above.


 


 


	
   

  	
  GLOBAL AERO LOGISTICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MATLINPATTERSON ATA

  HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert H. Weiss

  	
   

  
	
   

  	
  Name:

  	
  Robert H. Weiss

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


SIGNATURE PAGE TO BRIDGE AND PURCHASE AGREEMENT


 

















 


EXHIBIT A


 


FORM OF
SERIES A PREFERRED STOCK DESIGNATION


 

















 


Section 3.01(c)

Capitalization


 


1.   The Company has authorized
43,139 shares of Class A Common Stock to be issued to certain bankruptcy
creditors.


 


2.    The Company has authorized 173,213 shares of
restricted stock to be issued to employees.


 


3.     Section 7.2 of the Company’s Amended
and Restated Bylaws provide the Company’s Class A Stockholders with
preemptive rights in connection with any New Securities (as such term is
defined in the Company’s Amended and Restated Bylaws) that the Company proposes
to sell and issue. In accordance with Section 7.2(c) of the Company’s
Amended and Restated Bylaws, on August 13, 2007 the Company’s Board of
Directors adopted resolutions to exempt the shares of Series A Preferred
Stock and the Conversion Shares from the definition of New Securities.


 


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