Exhibit 10.18


 


EXECUTION VERSION


 




 





MORTGAGE AND SECURITY AGREEMENT


 


Dated as of August 14, 2007


 


between


 


WORLD AIRWAYS, INC.


 


and


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


in respect of


 


ONE (1) DC-10-30 AIRCRAFT


Manufacturer’s Serial No. 46922, FAA Registration No. N14075


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  Section 1.1.

  	
  Certain
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  SECURITY

  	
  1

  
	
   

  	
   

  
	
  Section 2.1.

  	
  Grant of
  Security Interest

  	
  1

  
	
  Section 2.2.

  	
  Exclusion
  for Certain Inflight Equipment

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  COVENANTS OF THE COMPANY

  	
  4

  
	
   

  	
   

  
	
  Section 3.1.

  	
  [Intentionally
  left blank]

  	
  4

  
	
  Section 3.2.

  	
  Lease

  	
  4

  
	
  Section 3.3.

  	
  Identification
  of Security Interest; Filings

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  REMEDIES OF THE ADMINISTRATIVE AGENT UPON AN EVENT OF DEFAULT

  	
  5

  
	
   

  	
   

  
	
  Section 4.1.

  	
  Event of
  Default

  	
  5

  
	
  Section 4.2.

  	
  Remedies
  with Respect to Collateral

  	
  5

  
	
  Section 4.3.

  	
  Waiver of
  Appraisement, etc., Laws

  	
  7

  
	
  Section 4.4.

  	
  Remedies
  Cumulative

  	
  7

  
	
  Section 4.5.

  	
  Discontinuance
  of Proceedings

  	
  8

  
	
  Section 4.6.

  	
  Concerning
  the Cape Town Convention

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  DUTIES OF THE ADMINISTRATIVE AGENT

  	
  8

  
	
   

  	
   

  
	
  Section 5.1.

  	
  Action Upon
  Event of Default

  	
  8

  
	
  Section 5.2.

  	
  [Intentionally
  left blank]

  	
  9

  
	
  Section 5.3.

  	
  Indemnification

  	
  9

  
	
  Section 5.4.

  	
  No Duties
  Except as Specified in Collateral Documents or Instructions

  	
  9

  
	
  Section 5.5.

  	
  No Action
  Except Under Collateral Documents or Instructions

  	
  9

  
	
  Section 5.6.

  	
  Capacity of
  the Administrative Agent

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  SUPPLEMENTS AND AMENDMENTS TO THIS MORTGAGE AND OTHER DOCUMENTS

  	
  10

  
	
   

  	
   

  
	
  Section 6.1.

  	
  Supplemental
  Mortgages

  	
  10

  
	
  Section 6.2.

  	
  Exchange
  Notes; Take-Out Debt

  	
  10

  
	
  Section 6.3.

  	
  Administrative
  Agent Protected

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  INVESTMENT OF SECURITY FUNDS 

  	
  11

  
	
   

  	
   

  
	
  Section 7.1.

  	
  Investment
  of Security Funds

  	
  11

  
	
   

  	
   

  	
   

  
								



 


iii

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE VIII MISCELLANEOUS

  	
  11

  
	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Termination
  of Mortgage

  	
  11

  
	
  Section 8.2.

  	
   

  	
  Alterations
  to Mortgage

  	
  12

  
	
  Section 8.3.

  	
   

  	
  No Legal
  Title to Collateral in Lender or Holder

  	
  12

  
	
  Section 8.4.

  	
   

  	
  Sale of the
  Aircraft by Administrative Agent Is Binding

  	
  12

  
	
  Section 8.5.

  	
   

  	
  Benefit of
  Mortgage

  	
  12

  
	
  Section 8.6.

  	
   

  	
  Section 1110
  of the Bankruptcy Code

  	
  12

  
	
  Section 8.7.

  	
   

  	
  Notices

  	
  13

  
	
  Section 8.8.

  	
   

  	
  Severability

  	
  13

  
	
  Section 8.9.

  	
   

  	
  No Waiver;
  Cumulative Remedies

  	
  13

  
	
  Section 8.10.

  	
   

  	
  Separate
  Counterparts

  	
  13

  
	
  Section 8.11.

  	
   

  	
  Successors
  and Assigns

  	
  13

  
	
  Section 8.12.

  	
   

  	
  Headings

  	
  13

  
	
  Section 8.13.

  	
   

  	
  Governing
  Law

  	
  13

  
	
  Section 8.14.

  	
   

  	
  Normal
  Commercial Relations

  	
  14

  
	
  Section 8.15.

  	
   

  	
  Language

  	
  14

  
	
  Section 8.16.

  	
   

  	
  Execution of
  Financing Statements

  	
  14

  



 


iv

















 


MORTGAGE AND SECURITY AGREEMENT


 


This MORTGAGE AND SECURITY
AGREEMENT, dated as of August 14, 2007, between WORLD AIRWAYS, INC., a
Delaware corporation (together with its successors and permitted assigns, the “Company”),
and JPMORGAN CHASE BANK, N.A., a national banking association formed under the
federal laws of the United States of America, as Administrative Agent for the
benefit of the Lenders and the other Secured Parties (together with its
permitted successors and assigns, the “Administrative Agent”);


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS, pursuant to the
Term Loan Agreement, dated as of August 14, 2007 (as amended, supplemented
or otherwise modified from time to time, the “Term Loan Agreement”),
among New ATA Acquisition Inc. (the “Borrower”), the Lenders parties
thereto from time to time (the “Lenders”), the Administrative Agent and
the other parties thereto, the Lenders have severally agreed to make term loans
to the Borrower upon the terms and subject to the conditions set forth therein;


 


WHEREAS, pursuant to the
Term Loan Agreement, loans made by the Lenders may be exchanged for Exchange
Notes issued pursuant to the Indenture upon the Initial Maturity Date (as each
such term is defined in the Term Loan Agreement);


 


WHEREAS, the Borrower is a
member of an affiliated group of companies that, following the consummation of
the Merger, will include the Company; and


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective term loans
to the Borrower under the Term Loan Agreement that the Company shall have
executed and delivered this Mortgage to the Administrative Agent for the
ratable benefit of the Secured Parties;


 


NOW, THEREFORE, to secure
the due and punctual payment of the Obligations, it is hereby covenanted and
agreed by and between the parties hereto as follows:


 


ARTICLE
I


 


DEFINITIONS


 


Section 1.1.            Certain Definitions.


 


Unless otherwise defined
herein or the context requires otherwise, capitalized terms used herein shall
have the meanings set forth in Appendix A hereto.


 


ARTICLE
II


 


SECURITY


 


Section 2.1.            Grant of Security Interest.


 


The Company, in order to
secure (i) the prompt payment when due of the Loans and of the other
Obligations and (ii) the performance and observance by the Company of all
agreements, covenants and provisions contained herein and in the Financing
Documents, and in consideration of the


 

















 


premises and of the
covenants herein contained, and of other good and valuable consideration, the
receipt of which is hereby acknowledged, has granted, bargained, sold,
assigned, transferred, conveyed, mortgaged, pledged and confirmed and does
hereby (subject to the terms and conditions hereof) grant, bargain, sell,
assign, transfer, convey, mortgage, pledge and confirm unto the Administrative
Agent, its permitted successors and assigns, for the security and benefit of
the Secured Parties, forever, a continuing security interest in, and mortgage
lien on, all estate, right, title and interest of the Company in, to and under
the following described properties, rights, interests and privileges (which,
collectively, including all property hereafter specifically subjected to the
lien of this Mortgage by any instrument supplemental hereto, are referred to
herein as the “Collateral”):


 


(a)           the Airframe and the Engines, each of
which Engines is of 49,120 or more pounds of thrust or its equivalent, and in
the case of such Engines, whether or not any such Engine shall be installed in
or attached to the Airframe or any other airframe, together with all
accessories, equipment, parts and appurtenances appertaining or attached to the
Airframe (other than aircraft engines not constituting Engines) or Engines and
owned by the Company, whether now owned or hereafter acquired, and all substitutions,
renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines and all records, logs, manuals and
other documents (“Documents”) at any time maintained with respect to the
foregoing;


 


(b)           any Lease Assignment and all rights
thereunder;


 


(c)           all proceeds with respect to the
requisition of title to or use of the Aircraft or any part thereof, and all
insurance proceeds with respect to the Aircraft or any part thereof, but
excluding any insurance maintained by the Company and not required under the
Financing Documents;


 


(d)           all moneys and securities now or
hereafter paid or deposited or required to be paid or deposited to or with the
Administrative Agent in pledge hereunder and held or required to be held by the
Administrative Agent hereunder;


 


(e)           any and all property that may, from
time to time hereafter, in accordance with the provisions of this Mortgage, by
delivery or by Mortgage Supplement or by other writing of any kind, for the
purposes hereof be in any way subjected to the lien and security interest
hereof or be expressly conveyed, mortgaged, assigned, transferred, deposited,
in which a security interest may be granted by the Company and/or pledged by
the Company, or by any Person authorized to so do on its behalf or with its
consent, to and with the Administrative Agent hereunder, who is hereby
authorized to receive the same at any and all times as and for additional
security hereunder; and


 


(f)            all proceeds of the foregoing;


 


PROVIDED, HOWEVER, that
notwithstanding any of the foregoing provisions of this Section 2.1, so
long as no Event of Default shall have occurred and be continuing, (i) the
Company shall have the right, to the exclusion of the Administrative Agent, to
quiet enjoyment of the Airframe, Engines and Documents and to possess, use,
retain and control (including entering into Leases and Wet Leases with respect
to) the Airframe, Engines and Documents and all revenues, income and profits
derived therefrom subject to the terms of the Financing Documents, and (ii) the
Administrative Agent, shall not, through its own actions or inactions, nor
shall it permit any person lawfully claiming by or through it, including,
without limitation, any Secured Party to interfere with, or suffer to exist
with respect to the Aircraft any Lien attributable to the Administrative Agent
or any such person that might interfere with, the Company’s (or any Lessee’s)
continued possession, use and operation of, and quiet enjoyment


 


2

















 


(including, without
limitation, administrative quiet enjoyment) of, the Aircraft, Engines and
Documents during the term of this Mortgage in accordance with the terms of the
Financing Documents so long as no Event of Default shall have occurred and be
continuing.  In view of the foregoing
provisions of this paragraph, the Company hereby waives the provisions of Article XVI(1)(a) of
the Protocol.


 


TO HAVE AND TO HOLD the Collateral
unto the Administrative Agent, its permitted successors and assigns, forever,
upon the terms herein set forth, in trust for the benefit, security and
protection of the Secured Parties, without any priority of any Loan, Note or
Obligation over any other except as may be separately agreed among the Secured
Parties and such other secured parties or as provided herein, and for the uses
and purposes and subject to the terms and provisions set forth in this
Mortgage.


 


It is expressly agreed that
anything herein contained to the contrary notwithstanding, the Company shall
remain liable under each of the Financing Documents to which it is a party to
perform all of the obligations assumed by it thereunder, all in accordance with
and pursuant to the terms and provisions thereof, and neither the
Administrative Agent nor any Secured Party shall have any obligation or
liability under any of the Financing Documents to which the Company is a party
by reason of or arising out of the assignment hereunder, nor shall the
Administrative Agent or any Secured Party be required or obligated in any
manner to perform or fulfill any obligations of the Company under any of the
Financing Documents to which the Company is a party, or, except as herein
expressly provided, to make any payment, or to make any inquiry as to the
nature or sufficiency of any payment received by it, or present or file any
claim, or take any action to collect or enforce the payment of any amounts that
may have been assigned to it or to which it may entitled at any time or times.


 


The Company does hereby
irrevocably constitute and appoint the Administrative Agent the true and lawful
attorney of the Company (which appointment is coupled with an interest) with
full power (in the name of the Company or otherwise) to ask, require, demand,
receive, compound and give acquittance for any and all moneys and claims for
moneys (in each case including insurance and requisition proceeds) and all
other property that now or hereafter constitutes part of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and
to file any claims or to take any action or to institute any proceeding that
the Administrative Agent may deem to be necessary or advisable in the premises;
provided that the Administrative
Agent shall not exercise any such rights except upon the occurrence and during
the continuance of an Event of Default.


 


The Company agrees that at
any time and from time to time, upon the written request of the Administrative
Agent, the Company will promptly and duly execute and deliver or cause to be
duly executed and delivered any and all such further instruments and documents
as the Administrative Agent may reasonably request to obtain the full benefits
of the assignment hereunder and of the rights and powers herein granted.


 


The Company does hereby warrant
and represent that it has not assigned or pledged (except any assignment or
pledge that has been terminated on or prior to the date hereof) and hereby
covenants that it will not assign or pledge, so long as the assignment
hereunder shall remain in effect, any of its right, title or interest hereby
assigned, to anyone other than the Administrative Agent except to the extent
permitted by the Term Loan Agreement.


 


Section 2.2.            Exclusion for Certain Inflight
Equipment.


 


The Administrative Agent acknowledges
and agrees that notwithstanding anything to the contrary herein set forth, the
Company may at any time during the term of this Mortgage install a telephone
system and/or an inflight entertainment system for passenger use on any
Aircraft (collectively,


 


3

















 


the “Inflight Equipment”)
provided that in the case of Inflight Equipment which is owned by a third party
and leased to the Company:


 


(a)           the owner or financier of the Inflight
Equipment will have no Lien on or against such Aircraft and no rights with
respect to such Aircraft except the right to remove the Inflight Equipment from
such Aircraft if such owner, financier or the Company repairs and restores such
Aircraft as provided below;


 


(b)           such right of installation and removal
is subject to and conditional upon any such owner or financier repairing any
damage to the Aircraft in connection therewith and paying (and holding the
Agents and the other Secured Parties harmless with respect to) all costs, expenses
and liabilities in connection therewith; and


 


(c)           prior to the installation of any such
Inflight Equipment, the Company shall provide the Administrative Agent with the
identity and notice particulars of the owner or financier of such Inflight
Equipment. The Administrative Agent acknowledges that, whether or not the
requirements of this Section 2.2 are satisfied in full, at all times (i) the
leased Inflight Equipment will not constitute a Part or a part of such
Aircraft, and (ii) the leased Inflight Equipment will not become subject
to the Lien of this Mortgage.


 


ARTICLE
III


 


COVENANTS
OF THE COMPANY


 


Section 3.1.            [Intentionally left blank].


 


Section 3.2.            Lease.  Lessee agrees that it shall cause any Lease
or Wet Lease of more than six (6) months duration (or, if an Event of
Default is continuing, any Lease or Wet Lease regardless of its duration) to be
assigned to Administrative Agent at the time such Lease or Wet Lease is entered
into pursuant to a Lease Assignment substantially in the form of Exhibit B
hereto with such changes as may be requested by Company, the consent of
Administrative Agent not to be unreasonably withheld, at least ten (10) days
before the intended date of execution thereof. 
In connection therewith the Company shall cause (subject to the consent
of the Administrative Agent) an Assignment of such Lease or Wet Lease to be
registered with the International Registry, and in addition shall take such
additional actions as are required under Section 5.18 of the Term Loan
Agreement.


 


Section 3.3.            Identification of Security
Interest; Filings.


 


(a)           As soon as practicable after the date
hereof but no later than 60 days after the Closing Date, the Company agrees to
affix and maintain (or cause to be affixed and maintained), at its expense, in
the cockpit of the Airframe adjacent to the airworthiness certificate therein
and on each Engine a nameplate bearing the inscription:


 


“SUBJECT TO A MORTGAGE AND
SECURITY AGREEMENT IN FAVOR OF JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE
AGENT”


 


(such nameplate to be
replaced, if necessary, with a nameplate reflecting the name of any successor
Administrative Agent). Except as above provided or as may be required by Law,
the Company will not allow the name of any Person (other than the Company) to
be placed on the Airframe or on any Engine as a designation that might be
interpreted as a claim of security interest or ownership and will remove any
such existing designation no later than the time such nameplate is affixed; provided that nothing herein


 


4

















 


contained shall prohibit the
Company (or any Lessee) from placing its customary colors and insignia on the
Airframe or any Engine.


 


(b)           The Company will take, or cause to be
taken, at the Company’s cost and expense, such action with respect to the
recording, filing, re-recording and re-filing of this Mortgage, each Mortgage
Supplement and each Lease Assignment, and any financing statements or other
instruments as are reasonably requested by the Administrative Agent to
maintain, so long as this Mortgage is in effect, the perfection of the Lien
created by this Mortgage and the other Collateral Documents, or at the request
of the Administrative Agent, will furnish to the Administrative Agent such
instruments, in execution form, and such other information as may be reasonably
requested by the Administrative Agent to enable the Administrative Agent to
take such action.


 


 


ARTICLE
IV


 


REMEDIES
OF THE ADMINISTRATIVE AGENT

UPON AN EVENT OF DEFAULT


 


Section 4.1.            Event of Default.  For purposes of the Cape Town Convention, a
“default” means any Event of Default.


 


Section 4.2.            Remedies with Respect to
Collateral.


 


(a)           Remedies Available.


 


Upon the occurrence of any
Event of Default and at any time thereafter so long as the same shall be
continuing, this Mortgage shall be in default and the Administrative Agent (in
accordance with the provisions of Article 5) may, and upon the written
instructions of the Required Lenders shall, do one or more of the following:


 


(A)          cause the
Company, upon the written demand of the Administrative Agent, at the Company’s
expense, to deliver promptly, and the Company shall deliver promptly, all or
such part of the Airframe or any Engine or other Collateral as the
Administrative Agent may so demand to the Administrative Agent or its order, or
the Administrative Agent, at its option, may enter upon the premises where all
or any part of the Airframe or any Engine or other Collateral are located and
take immediate possession (to the exclusion of the Company and all Persons
claiming under or through the Company) of and remove the same by summary
proceedings or otherwise together with any engine that is not an Engine but
which is installed on the Airframe, subject to all of the rights of the owner,
lessor, lienor or secured party of such engine; provided that such engine shall be held for the account of
any such owner, lessor, lienor or secured party or, if owned by the Company,
may at the option of the Administrative Agent, be exchanged with the Company
for an Engine;


 


(B)           sell all or any
part of the Airframe and any Engine or other Collateral at public or private
sale, whether or not the Administrative Agent shall at the time have possession
thereof, as the Administrative Agent may determine, or lease or otherwise
dispose of all or any part of the Airframe or such Engine or other Collateral
as the Administrative Agent, in its sole discretion, may determine, all free
and clear of any rights or claims of whatsoever kind of the Company, provided
the same is conducted in accordance with applicable law; or


 


5

















 


(C)           exercise any or
all of the rights and powers and pursue any and all remedies of a secured party
under applicable law, including, without limitation, the Uniform Commercial
Code of the State of New York.


 


Upon every taking of
possession of Collateral under this Section 4.2, the Administrative Agent
may, from time to time, at the expense of the Administrative Agent, make all
such expenditures for maintenance, insurance, repairs, replacements,
alterations, additions and improvements to and of the Collateral, as it may
deem proper. In each such case, the Administrative Agent shall have the right
to maintain, store, lease, control or manage the Collateral and to exercise all
rights and powers of the Company relating to the Collateral in connection
therewith, as the Administrative Agent shall deem prudent, including the right
to enter into any and all such agreements with respect to the maintenance,
insurance, storage, leasing, control, management or disposition of the
Collateral or any part thereof as the Administrative Agent may determine; and
the Administrative Agent shall be entitled to collect and receive directly all
tolls, rents, revenues, issues, income, products and profits of the Collateral
and every part thereof, without prejudice, however, to the right of the
Administrative Agent under any provision of this Mortgage to collect and
receive all cash held by, or required to be deposited with, the Administrative
Agent hereunder. Such tolls, rents, revenues, issues, income, products and
profits shall be applied to pay the expenses of storage, leasing, control,
management or disposition of the Collateral, and of all maintenance, repairs,
replacements, alterations, additions and improvements, and to make all payments
that the Administrative Agent may be required or may elect to make, if any, for
taxes, assessments, insurance or other proper charges upon the Collateral or
any part thereof (including the employment of engineers and accountants to
examine, inspect and make reports upon the properties and books and records of
the Company), and all other payments that the Administrative Agent may be
required or authorized to make under any provision of this Mortgage, as well as
just and reasonable compensation for the services of the Administrative Agent,
and of all Persons properly engaged and employed by the Administrative Agent.


 


In addition, the Company
shall be liable for all reasonable legal fees and other reasonable out-of-pocket
costs and expenses incurred by reason of the occurrence of any Event of Default
or the exercise of the Administrative Agent’s remedies with respect thereto,
including all costs and expenses incurred in connection with the retaking or
return of the Airframe or any Engine in accordance with the terms hereof or
under applicable law, including, without limitation, the Uniform Commercial
Code of the State of New York, which amounts shall, until paid, be secured by
the Lien of this Mortgage.


 


If an Event of Default shall
have occurred and be continuing and the Loans shall have been accelerated
pursuant to Section 7 of the Term Loan Agreement, at the request of the
Administrative Agent the Company shall promptly execute and deliver to the
Administrative Agent such instruments of title and other documents as the
Administrative Agent may reasonably request to enable the Administrative Agent
or an agent or representative designated by the Administrative Agent, at such
time or times and place or places as the Administrative Agent may specify, to
obtain possession of all or any part of the Collateral to which the
Administrative Agent shall at the time be entitled hereunder. If the Company
shall for any reason fail to execute and deliver such instruments and documents
after such request by the Administrative Agent, the Administrative Agent may
obtain a judgment conferring on the Administrative Agent the right to immediate
possession and requiring the Company to execute and deliver such instruments
and documents to the Administrative Agent, to the entry of which judgment the
Company hereby specifically consents to the fullest extent it may lawfully do
so.


 


Nothing in the foregoing
shall affect the right of each Secured Party to receive all payments of
principal of, and interest on, the Loans held by such Secured Party and all
other amounts owing to such Secured Party as and when the same may be due.


 


6

















 


(b)           Notice of Sale.


 


The Administrative Agent
shall give the Company at least fifteen (15) days’ prior written notice of the
date fixed for any public sale of the Airframe or any Engine or of the date on
or after which any private sale will be held, which notice the Company hereby
agrees is reasonable notice, and any such public sale shall be conducted in
general so as to afford the Company (and any Lessee) a reasonable opportunity
to bid.


 


(c)           Receiver.


 


If any Event of Default
shall occur and be continuing, to the extent permitted by law, the
Administrative Agent shall be entitled, as a matter of right as against the
Company, without notice or demand and without regard to the adequacy of the
security for the Loans or the solvency of the Company, upon the commencement of
judicial proceedings by it to enforce any right under this Mortgage, to the
appointment of a receiver of the Collateral and of the tolls, rents, revenues,
issues, income, products and profits thereof.


(d)           Concerning Sales.


 


At any sale under this
Article, any Secured Party or the Administrative Agent may bid for and purchase
the property offered for sale, may make payment on account thereof as herein
provided, and, upon compliance with the terms of sale, may hold, retain and
dispose of such property without further accountability therefor.  Any purchaser shall be entitled, for the
purpose of making payment for the property purchased, to surrender for the
cancellation, all or any part of the Loan (and any Notes evidencing the same)
in lieu of cash in the amount that shall be payable thereon as principal and/or
accrued interest.  In the event that
amounts due on any Loan exceed the amounts being surrendered as aforesaid, such
Loan shall be returned to the Secured Parties making such surrender after being
stamped or endorsed to show partial cancellation.


 


Section 4.3.            Waiver of Appraisement, etc.,
Laws.


 


To the full extent that it
may lawfully so agree, the Company agrees that it will not at any time insist
upon, plead, claim or take the benefit or advantage of, any appraisement,
valuation, stay, extension, or redemption law now or hereafter in force, in
order to prevent or hinder the proper enforcement of this Mortgage or the
absolute sale of the Collateral as permitted hereunder, or any part thereof, or
the possession thereof by any purchaser at any proper sale under this Article;
but the Company, for itself and all who may claim under it, so far as it or
they now or hereafter lawfully may, hereby waives the benefit of all such laws.
The Company, for itself and all who may claim under it, waives, to the extent
that it lawfully may, all right to have the property in the Collateral
marshaled upon any foreclosure hereof, and agrees that any court having
jurisdiction to foreclosure this Mortgage may order the sale of the Collateral
as an entirety.


 


Section 4.4.            Remedies Cumulative.


 


Subject to the provisions of
Section 4.6 below, each and every right, power and remedy herein
specifically given to the Administrative Agent or otherwise in this Mortgage
shall be cumulative and shall be in addition to every other right, power and
remedy herein specifically given or now or hereafter existing in the Financing
Documents or at law, in equity or by statute, and each and every right, power
and remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the Administrative Agent, and the exercise or the beginning of the
exercise of any power or remedy shall not be construed to be a waiver of


 


7

















 


the right to exercise at the time or thereafter any other right, power
or remedy. No delay or omission by the Administrative Agent in the exercise of
any right, remedy or power or in the pursuance of any remedy shall impair any
such right, power or remedy or be construed to be a waiver of any default on
the part of the Company or to be an acquiescence therein. Notwithstanding the
foregoing, nothing herein shall be deemed to permit duplicative recovery by
Administrative Agent or any Secured Party of any amount due and owing to it
hereunder or under any other Financing Document.


 


Section 4.5.            Discontinuance of Proceedings.


 


If the Administrative Agent
shall have proceeded to enforce any right, power or remedy under this Mortgage
by foreclosure, entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason, then and in every such case the
Company and the Administrative Agent shall be restored to their former
positions and rights hereunder with respect to the property, subject to the
Lien of this Mortgage, and all rights, remedies and powers of the
Administrative Agent shall continue, as if no such proceedings had been
undertaken (but otherwise without prejudice).


 


Section 4.6.            Concerning the Cape Town
Convention.


 


Without limiting the
foregoing, the parties agree that (x) in addition to the remedies set
forth in this Article IV or otherwise available to Administrative Agent
under this Mortgage and the other Financing Documents, at law or in equity,
upon the occurrence and during the continuation of an Event of Default, the
Administrative Agent may, but shall not be obligated to, exercise any remedy
available to it under the Cape Town Convention (subject, in each case to the
requirements and limitations of the Cape Town Convention), including the
remedies set forth in Articles 8, 9 and 34 of the Cape Town Convention, but
excluding the (a) procurement of the de-registration of the Aircraft (if
the Aircraft is registered with the FAA or any successor agency thereto) and
the export and physical transfer of the Aircraft or any Engine from the
territory (if from a territory within the territorial limits of the United
States) in which it is situated pursuant to Article IX of the Protocol
(without prejudice to the applicability of other applicable law), and (b) solely
to the extent permitted by Article 15 of the Cape Town Convention, the
provisions of Chapter III of the Cape Town Convention with regard to default
remedies, provided that such exclusion in this clause (b) shall not be
applicable (to the extent permitted by Article 15 of the Cape Town
Convention) to the extent such default remedies are exercised outside the
territorial limits of the United States and in a manner not involving the
courts of the United States or of its territorial units; and


 


(y)           where a remedy is available to it
under the Cape Town Convention and also under this Agreement and the other
Financing Documents or other applicable law, to the extent permitted by the
Cape Town Convention and other applicable law, and subject to the provisions of
the previous clause (x), the Administrative Agent may elect under which of the
foregoing it shall exercise such remedy.


 


ARTICLE
V


 


DUTIES
OF THE ADMINISTRATIVE AGENT


 


Section 5.1.            Action Upon Event of Default.


 


Subject to the terms of
Sections 4.2 and 5.3, the Administrative Agent shall take such action, or
refrain from taking such action, with respect to an Event of Default (including
with respect to the exercise of any rights or remedies under the Collateral Documents)
as it may deem advisable in the best interests of the Lenders or as shall be
instructed in writing by the Required Lenders. The Administrative Agent may,
but shall not be obligated to, take such action, or refrain from taking such


 


8

















 


action, under or with
respect to the Collateral Documents and with respect to such Event of Default
as it shall determine to be advisable in the best interests of the Secured
Parties.


 


Section 5.2.            [Intentionally left blank].


 


Section 5.3.            Indemnification.


 


The Administrative Agent
shall not be required to take any action or refrain from taking any action
under Section 5.1 or Article 4 if it shall have reasonable grounds
for believing that repayment of any funds expended by it or adequate
indemnification against any risks incurred in connection therewith is not
reasonably assured to it. The Administrative Agent shall not be required to
take any action under Section 5.1 or Article 4, nor shall any other
provision of any Collateral Document be deemed to impose a duty on the
Administrative Agent to take any action, if the Administrative Agent shall have
been advised in writing by independent counsel that such action is contrary to
the terms hereof or is otherwise contrary to law.


 


Section 5.4.            No Duties Except as Specified in
Collateral Documents or Instructions.


 


The Administrative Agent
shall not have any duty or obligation to manage, control, use, sell, operate,
store, dispose of or otherwise deal with the Aircraft or any other part of the
Collateral, or to otherwise take or refrain from taking any action under, or in
connection with, any Collateral Document, except as expressly provided by the
terms thereof; and no implied duties or obligations shall be read into any
Collateral Document against the Administrative Agent. The Administrative Agent
nevertheless agrees that it will, at its own cost and expense, promptly take
such action as may be necessary duly to discharge any Liens on any part of the
Collateral, or on any properties of the Company assigned, pledged or mortgaged
under the Collateral Documents, that result from claims against the
Administrative Agent in its individual capacity not related to the
administration of such properties or any other transaction under this Mortgage
or any document included in the Collateral.


 


Section 5.5.            No Action Except Under Collateral
Documents or Instructions.


 


The Administrative Agent
agrees that it will not manage, control, use, sell, operate, store, dispose of
or otherwise deal with the Aircraft or other property constituting part of the
Collateral or subject to any Lease Assignment except (i) in accordance
with the powers granted to, or the authority conferred upon, the Administrative
Agent pursuant to the applicable Collateral Documents, or (ii) in
accordance with the express terms hereof.


 


Section 5.6.            Capacity of the Administrative
Agent.


 


The Administrative Agent has
been appointed under Section 8 of the Term Loan Agreement, and is acting
hereunder, as a “secured party” for purposes of Section 9-102 of the New
York Uniform Commercial Code, as a representative party of and for the benefit
of the Secured Parties.  Any property
held by the Administrative Agent under this Agreement shall be held in trust
for the benefit of the Secured Parties and such other secured parties.


 


9

















 


ARTICLE
VI


 


SUPPLEMENTS
AND AMENDMENTS TO

THIS MORTGAGE AND OTHER DOCUMENTS


 


Section 6.1.            Supplemental Mortgages.


 


The Company and the
Administrative Agent may, from time to time, enter into a Mortgage or Mortgages
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Mortgage or of
modifying in any manner the rights and obligations of the Company under this
Mortgage; provided, however, without
the consent of each Secured Party directly affected thereby, no such
supplemental Mortgage shall, except as provided in Section 6.2:


 


(i)  create
any Lien with respect to the Collateral except such as are permitted by this
Mortgage or the Term Loan Agreement, or release the Lien on the Collateral
created by this Mortgage except as provided herein or in the Term Loan
Agreement; or


 


(ii)  change
the composition of Secured Parties the consent of which is required for any
such supplemental mortgage, or the consent of which is required for any waiver
(of compliance with certain provisions of this Mortgage, or of certain defaults
hereunder and their consequences) provided for in this Mortgage; or


 


(iii)  modify
any provisions of this Section 6.1, except to provide that certain other
provisions of this Mortgage cannot be modified or waived without the consent of
each Secured Party affected thereby.


 


Section 6.2.            Exchange Notes; Take-Out Debt.


 


(a)           The parties hereto agree to
supplement, or amend and restate, this Mortgage upon the request of the
Administrative Agent in connection with the issuance of Exchange Notes and the
execution and delivery of the Indenture in order, as may be reasonably
requested or necessary, to (i) replace the Administrative Agent with the
Trustee or its designee and (ii) to facilitate compliance of this Mortgage
and the Indenture, or of the Trustee, with the Trust Indenture Act of 1939 or
any other Federal or state securities laws applicable to this Mortgage, the
Indenture or the Exchange Notes or the Trustee.


 


(b)           The parties hereto agree to
supplement, or amend and restate, this Mortgage upon the request of the Company
in connection with the issuance of Take-Out Debt, as may be reasonably
requested or necessary, to (i) provide for obligations in respect of the
Take-Out Debt to be guaranteed and secured hereunder on the same basis as the
Exchange Notes and (ii) to facilitate compliance of this Mortgage and any
indenture governing the Take-Out Debt, or of the trustee under any such
indenture, with the Trust Indenture Act of 1939 or any other Federal or State
securities laws applicable to this Mortgage, any such indenture or the Take-Out
Debt or any such trustee.


 


Section 6.3.            Administrative Agent Protected.


 


If in the opinion of the
Administrative Agent any document required to be executed pursuant to the terms
of Section 6.1 adversely affects any right, duty, immunity or indemnity in
favor of the Administrative Agent under this Mortgage, the Administrative Agent
may in its discretion decline to execute such document.


 


10

















 


ARTICLE
VII


 


INVESTMENT
OF SECURITY FUNDS


 


Section 7.1.            Investment of Security Funds.


 


Any monies paid to or
retained by the Administrative Agent that are required to be paid to the
Company or applied for the benefit of the Company, but that the Administrative
Agent is entitled to hold under the terms hereof pending the occurrence of some
event or the performance of some act (including, without limitation, the
remedying of an Event of Default), shall, until paid to the Company or applied
as provided herein, be invested by the Administrative Agent at the written
authorization and direction of the Company from time to time at the sole
expense and risk of the Company in Permitted Investments. After the occurrence
and during the continuance of an Event of Default, Permitted Investments will
be selected by the Administrative Agent at its discretion. At the time of such
payment or application, there shall be remitted to the Company any gain
(including interest received) realized as the result of any such investment
(net of any fees, commissions, other expenses or losses, if any, incurred in
connection with such investment) unless an Event of Default shall have occurred
and be continuing in which event the same shall be held by Administrative Agent
until the earlier of (x) such time as there shall not be continuing any
such Event of Default or (y) the termination of this Mortgage in accordance
with Section 8.1. The Administrative Agent shall not be liable for any
loss relating to a Permitted Investment made pursuant to this Article 7.
The Company will promptly pay to the Administrative Agent, on demand, the
amount of any loss (net of any gains, including interest received) realized as
the result of any such investment (together with any reasonable fees,
commissions and other expenses, if any, incurred in connection with such
investment).


 


ARTICLE
VIII


 


MISCELLANEOUS


 


Section 8.1.            Termination of Mortgage.


 


(a)           Upon the payment in full of the
principal of, and accrued interest on, the Loans and any other Obligations then
due and payable, the Aircraft and the balance of the Collateral shall be
released from the Lien of this Mortgage, and, in such event, this Mortgage
shall terminate and this Mortgage shall be of no further force or effect, all
without delivery of any instrument or performance of any act by any party and
all rights to the Aircraft and the balance of the Collateral shall revert to
the Company.  At the written request of
the Company following any such termination, the Administrative Agent shall
deliver to, or as directed in writing by, the Company any Collateral held by
the Administrative Agent hereunder and execute and deliver to the Company such
documents as such the Company shall reasonably request to evidence such
termination, including an appropriate instrument(s) (in due form for
recording) discharging from the International Registry the registration of the
International Interest created by this Mortgage (and any other registered
interests in the Aircraft in favor of the Administrative Agent).


 


(b)           If any Collateral shall be sold, transferred or otherwise
disposed of by the Company in a transaction permitted by the Term Loan
Agreement, then (i) the Lien created hereby on such Collateral shall
automatically be released and (ii) the Administrative Agent, at the
request of the Company, shall execute and deliver to the Company all releases
or other documents reasonably necessary or desirable for the release of the
Lien created hereby, including an appropriate instrument(s) (in due form
for recording) discharging from the International Registry the registration of
the International Interest created by this Mortgage (and any other registered
interests in the Aircraft in favor of the Administration


 


11

















 


Agent).  In addition, at the request and at the sole
expense of the Company, the Administrative Agent agrees to (x) provide to
the Company a power of attorney to execute any document reasonably required to
permit any sale permitted by the Term Loan Agreement of such Collateral and (y) with
respect to any jurisdiction or registration system in which releases executed
pursuant to such power of attorney are insufficient to release such Liens, (1) execute
in blank any document reasonably required to permit any sale permitted by the
Term Loan Agreement of any such Collateral, free of the Liens created hereby
(and discharge any registration of such Lien) and (2) authorize the
Company to fill in the relevant information to release such Lien (and discharge
such registration and file such document when necessary or advisable).


 


Section 8.2.            Alterations to Mortgage.


 


This Mortgage shall not be
varied except by an instrument in writing of even date herewith or subsequent
hereto executed by each of the parties hereto through its duly authorized
representative.


 


Section 8.3.            No Legal Title to Collateral in
Lender or Holder.


 


No Lender or Holder shall
have legal title to any part of the Collateral. No transfer, by operation of
law or otherwise, of its Loan or Note or other right, title and interest of a
Lender or Holder in and to the Collateral or this Mortgage shall operate to
terminate this Mortgage or entitle any successor or transferee of such Lender
or Holder to an accounting or to the transfer to it of legal title to any part
of the Collateral.


 


Section 8.4.            Sale of the Aircraft by
Administrative Agent Is Binding.


 


Any sale or other conveyance
of the Aircraft, the Airframe, any Engine or any other part of the Collateral
or any interest therein by the Administrative Agent made pursuant to the terms
of this Mortgage shall bind the Administrative Agent, the other Secured Parties
and the Company, and shall be effective to transfer or convey all right, title
and interest of the Company, the Administrative Agent and the other Secured
Parties in and to the Aircraft, the Airframe, any Engine or any interest
therein. No purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such sale or conveyance
or as to the application of any sale or other proceeds with respect thereto by
the Administrative Agent. Notwithstanding the foregoing, nothing herein contained
shall be deemed to constitute a waiver by the Company of any right it may have
against the Administrative Agent or any other Secured Party as a result of any
sale or other conveyance in contravention of the terms and conditions of this
Mortgage.


 


Section 8.5.            Benefit of Mortgage.


 


Nothing in this Mortgage,
whether express or implied, shall be construed to give to any Person other than
the Company, the Administrative Agent and the other Secured Parties any legal
or equitable right, remedy or claim under or in respect of this Mortgage or any
Loan.


 


Section 8.6.            Section 1110 of the
Bankruptcy Code.


 


It is the intention of the
parties hereto that the security interest created hereby entitles the
Administrative Agent on behalf of the Secured Parties to all of the benefits of
Section 1110 of the Bankruptcy Code in the event of any reorganization of
the Company under the Bankruptcy Code subject, in each case, to the relevant
provisions of Section 1110.


 


12

















 


Section 8.7.            Notices.


 


All notices, requests and
demands to or upon the Administrative Agent or any Grantor hereunder shall be
effected in the manner provided for in Section 8.2 of the Guarantee and
Collateral Agreement.


 


Section 8.8.            Severability.


 


Should any one or more
provisions of this Mortgage be determined to be illegal or unenforceable by a
court of any jurisdiction, such provision shall be ineffective to the extent of
such illegality or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction. The Company and the Administrative Agent
agree, as to such jurisdiction and to the extent permitted by such
jurisdiction’s laws, to replace any provision of this Mortgage that is so
determined to be illegal or unenforceable by a valid provision that has as
nearly as possible the same effect; provided
that such replacement provision shall not expand the Company’s or
the Administrative Agent’s obligations hereunder.


 


Section 8.9.            No Waiver; Cumulative Remedies.


 


No failure on the part of
the Administrative Agent to exercise, and no course of dealing with respect to,
and no delay in exercising, any remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Administrative Agent
of any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.


 


Section 8.10.          Separate Counterparts.


 


This Mortgage may be executed
in any number of counterparts (and each of the parties hereto shall not be
required to execute the same counterpart). Each counterpart of this Mortgage
including a signature page executed by each of the parties hereto shall be
an original counterpart of this Mortgage, but all of such counterparts together
shall constitute one instrument.


 


Section 8.11.          Successors and Assigns.


 


All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Company and its successors and permitted assigns, and the Administrative Agent
and its successors and permitted assigns, and the other Secured Parties, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Secured Party (unless withdrawn by such Secured Party
or successor or assign prior to it being acted upon by the Administrative
Agent) shall bind the successors and assigns of such Secured Party.


 


Section 8.12.          Headings.


 


The headings of the various
Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.


 


Section 8.13.          Governing Law.


 


THIS MORTGAGE 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.


 


13

















 


14


 


Section 8.14.          Normal Commercial Relations.


 


Anything contained in this
Mortgage to the contrary notwithstanding, the Company, any Secured Party, the
Administrative Agent or any Affiliate of the Company, any Secured Party or the
Administrative Agent may enter into commercial banking or other financial
transactions with each other, and conduct banking or other commercial
relationships with each other, fully to the same extent as if this Mortgage
were not in effect, including, without limitation, the making of loans or other
extensions of credit for any purpose whatsoever.


 


Section 8.15.          Language. All correspondence,
documents and any other written matters in connection with this Mortgage shall
be in English.


 


Section 8.16.          Execution of Financing Statements.
Pursuant to any applicable law, the Company authorizes the Administrative Agent
to file or record financing statements and other filing or recording documents
or instruments with respect to the Collateral without the signature of the
Company in such form and in such offices as the Administrative Agent determines
appropriate to perfect the security interests of the Administrative Agent under
and in accordance with this Agreement. The Company hereby ratifies and
authorizes the filing by the Administrative Agent of any financing statement
with respect to the Collateral made prior to the date hereof.


 


14

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Mortgage to be duly executed by their
respective officers, as the case may be, there unto duly authorized, as of the
day and year first above written.


 


	
   

  	
  WORLD AIRWAYS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK McMILLIN

  	
   

  
	
   

  	
   

  	
  Title: General Counsel
  & Corporate Secretary

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  as Administrative

  
	
   

  	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN C. RIORDAN

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


APPENDIX A


 


DEFINITIONS
RELATING TO THE

MORTGAGE AND SECURITY AGREEMENT


 


The definitions stated
herein shall apply equally to both the singular and plural forms of the terms
defined.  Capitalized terms used herein
and not defined herein have the meanings set forth in the Term Loan Agreement.


 


“Administrative
Agent” has the
meaning specified in the recitals to the Mortgage.


 


“Affiliate” has the meaning specified in the Term Loan
Agreement.


 


“Aircraft” means the Airframe, together with the Engines,
whether or not any of such Engines may from time to time be installed on such
Airframe or may be installed on any other airframe or any other aircraft, as
further specified in the Mortgage.


 


“Airframe” means (A) the DC-10-30 aircraft
(excluding the Engines or engines from time to time installed thereon),
identified by U.S. registration mark and manufacturer’s serial number in the
initial Mortgage Supplement; and (B) any and all Parts so long as the same
shall be incorporated or installed in or attached to such Airframe, or so long
as the same shall be subject to the Lien of this Mortgage after removal from
the Airframe.


 


“Assignment” has the meaning specified in the Cape Town
Convention.


 


“Bankruptcy Code” means Title 11 of the United States Code,
as amended from time to time, and any successor provisions thereof.


“Cape Town Convention” means the official English language
texts of the Convention on International Interests in Mobile Equipment and the
Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment that were signed in Cape Town, South
Africa.


 


“Collateral” has the meaning given such term in Section 2.1
of the Mortgage.


 


“Collateral
Documents” means the
Mortgage and each Lease Assignment, if any.


 


“Company” has the meaning specified in the recitals to
the Mortgage.


 


“Dollars” and “$”
means the lawful currency of the United States of America.


 


“Engine” means: (A) each of the General Electric
Model CF6-50C2 listed by manufacturer’s serial number in the initial Mortgage
Supplement, whether or not from time to time installed on the Airframe or
installed on any other aircraft; and (B) any Replacement Engine that may
from time to time be substituted for such Engine; together in each case with
any and all Parts incorporated or installed in or attached thereto or so long
as such Parts shall be subject to the Lien of this Mortgage after removal from
an Engine.


“Events of
Default” has the
meaning set forth in the Term Loan Agreement.


 


“Exchange Notes” has the meaning specified in the Term Loan
Agreement.


 

















 


“FAA” mean the United States Federal Aviation
Administration, and any agency or instrumentality of the United States
government succeeding to its functions.


 


“FARs” mean the FAA Regulations as in effect from
time to time under Title 14 of the United States Code of Federal Regulations,
including, without limitation, the Special Federal Aviation Regulations (as
applicable), as amended, or any successor or substitute provisions.


 


“Federal
Aviation Act” means
the collective reference to the United States Transportation Code (currently
codified at Subtitle VII of Title 49 of the United States Code), as amended, or
any successor or substitute provisions, and all FARs and other rules,
regulations, directives and orders issued or promulgated from time to time
thereunder.


 


“Financing
Documents” means the
Term Loan Agreement, the other Loan Documents, and if Exchange Notes are
outstanding, the Indenture and the Exchange Notes.


 


“Guarantee and Collateral Agreement” has the meaning
specified in the Term Loan Agreement.


 


“Holders” has the meaning specified in the Term Loan
Agreement.


 


“Indenture” has the meaning specified in the Term Loan
Agreement.


 


“International Interest” has the meaning specified in the Cape
Town Convention.


 


“International Registry” has the meaning specified in the
Cape Town Convention.


 


“Lease” means any lease of the Airframe or any
Engine permitted by the terms of the Financing Documents.


 


“Lease
Assignment” means an
assignment of a Lease or Wet Lease, substantially the form of Exhibit B
hereto.


 


“Lender” has the meaning set forth in introductory paragraph of the Term Loan
Agreement.


 


“Lessee” means any lessee pursuant to a Lease.


 


“Lien” means any lien (statutory or otherwise),
security interest or other charge or encumbrance of any kind, including any
interest registered with the International Registry, or any other type of
preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor.


 


“Loan
Documents” has the
meaning specified in the Term Loan Agreement. 
The term “Loan Documents” shall include the Mortgage, the Mortgage
Supplement and each Lease Assignment.


 


“Loans” means the loans made under the Term Loan
Agreement.


 


“Merger” has the meaning specified in the Term Loan
Agreement.


 


“Mortgage” means the Mortgage and Security Agreement
covering the Collateral dated as of August 14, 2007, between the Company
and the Administrative Agent, as the same may be amended, modified or
supplemented from time to time.


 


2

















 


“Mortgage
Supplement” means (a) the
Mortgage and Security Agreement Supplement No. 1 dated August 14,
2007, substantially in the form of Exhibit A to the Mortgage and (b) any
other supplement to the Mortgage from time to time executed and delivered.


“Notes” has the meaning specified in the Term Loan Agreement.


 


“Obligations” means all monetary obligations and
liabilities of the Company which may arise under or pursuant to this Mortgage,
the Guarantee and Collateral Agreement or any other Financing Document to which
the Company is a party, in each case whether on account of guarantee
obligations, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent, to the Lenders and, if Exchange Notes are
outstanding, to the Trustee or to the Holders, that are required to be paid by
the Company pursuant to the terms of this Mortgage, the Guarantee and
Collateral Agreement or any other Financing Document).


 


“Parts” means any and all appliances, parts,
instruments, appurtenances, accessories, furnishings, seats, buyer furnished
equipment, and other equipment of whatever nature (other than (a) complete
Engines or engines, (b) any items leased by the Company from a third party
and (c) cargo containers) that may from time to time be incorporated or
installed in or attached to any Airframe or any Engine.


 


“Permitted
Investments” means (i) direct
obligations of the United States of America and agencies guaranteed by the
United States government having a final maturity of 90 days or less from date
of purchase thereof; (ii) certificates of deposit issued by, bankers’
acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated under the laws of the United States of America
or one of the states thereof having combined capital and surplus and retained
earnings as of its last report of condition of at least $500,000,000 and having
a rating of Aa or better by Moody’s Investors Service, Inc. (“Moody’s”)
or AA or better by Standard & Poor’s Corporation (“S&P”)
and having a final maturity of 90 days or less from date of purchase thereof;
and (iii) commercial paper of any holding company of a bank, trust company
or national banking association described in (ii) and commercial paper of
any corporation or finance company incorporated or doing business under the
laws of the United States of America or any state thereof having a rating
assigned to such commercial paper of Al by S&P or P1 by Moody’s and having
a final maturity of 90 days or less from the date of purchase thereof; provided
that the aggregate amount at any one time so invested in certificates of
deposit issued by any one bank shall not be in excess of 5% of such bank’s
capital and surplus.


 


“Person” means an individual, partnership,
corporation, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.


 


“Protocol” means the Protocol referred to in the defined term
“Cape Town Convention.”


 


“Replacement
Engine” means a
General Electric CF6-50C2 engine (or engine of the same manufacturer of the
same or a comparable or an improved model and suitable for installation and use
on the Airframe) that has a value, utility and remaining useful life (except
for maintenance cycle condition) at least equal to the Engine that it is
replacing (immediately prior to such replacement), assuming such Engine was of
the value, utility and remaining useful life (except for maintenance cycle
condition) required by the terms of the Mortgage, and which shall have been
made subject to the Lien of the Mortgage.


 


“Secured
Parties” has the
meaning specified in the Guarantee and Collateral Agreement.


 


3

















 


“Take-Out Debt” has the meaning specified in the Term Loan Agreement.


 


“Term Loan
Agreement” means the
Term Loan Agreement, dated as of August 14, 2007, among New ATA
Acquisition Inc., the several lenders from time to time parties thereto,
Jefferies Finance LLC, as documentation agent, and JPMorgan Chase Bank, N.A.,
as administrative agent, as amended, supplemented or otherwise modified from
time to time.


 


“Trustee” has the meaning specified in the Term
Loan Agreement.


 


“Wet
Lease” means any
arrangement whereby the Company agrees to furnish the Airframe and Engines or
engines installed thereon to a third party pursuant to which such Airframe and
Engines or engines (i) shall be operated solely by regular employees of
the Company possessing all current certificates and licenses that would be
required under the Federal Aviation Act for the performance by such employees
of similar functions within the United States of America or such other
jurisdiction of registry (it is understood that cabin attendants need not be
regular employees of the Company) and (ii) shall be maintained by the
Company in accordance with its normal maintenance practices.


 


4

















 


	
   

  	
  Exhibit A

  
	
   

  	
  To

  
	
   

  	
  Mortgage

  



 


MORTGAGE AND SECURITY

AGREEMENT SUPPLEMENT NO.      


 


Mortgage and Security
Agreement Supplement No.      dated            ,
(“Mortgage Supplement”) of [   ] (the “Company”).


W
I T N E S S E T H:


 


WHEREAS, the Mortgage and
Security Agreement, dated as of August o,
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;](1)


 


[WHEREAS, the Company has,
as provided in the Mortgage, heretofore executed and delivered to the
Administrative Agent _ Mortgage Supplement(s) for the purpose of
specifically subjecting to the Lien of the Mortgage certain airframes and/or
engines therein described, which Mortgage Supplement(s) is/are dated and has/have
been duly recorded with the FAA as set forth below, to wit:


 


	
  Date

  	
   

  	
  Recordation
  Date

  	
   

  	
  FAA
  Conveyance Number](2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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;


 






(1)           Use of Mortgage Supplement No. 1 only.


 


(2)           Use for all Mortgage Supplements other than Mortgage
Supplement No. 1.


 

















 


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 “[   ]” and (ii) each Engine shall be “[   ]”,  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.


 


2

















 


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.


 


	
   

  	
  [   ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  


















 


Annex A


to Mortgage


Supplement No.    


 


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.


 

















 


EXHIBIT
B to Mortgage and


Security
Agreement


 


FORM OF LEASE ASSIGNMENT


 


LEASE ASSIGNMENT dated as of
               
(this “Assignment”), from [   ], a [   ]
[corporation] (the “Assignor”), to JPMORGAN CHASE BANK, N.A., a national
banking association formed under the federal laws of the United States of
America, as Administrative Agent (the “Assignee”).


 


W
I T N E S S E T H :


 


WHEREAS, the Assignor and
the Assignee have entered into the Mortgage and Security Agreement dated as of August    ,
2007 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Mortgage”), pursuant to which the Assignor has mortgaged
to the Assignee the Aircraft and the other “Collateral” described therein;


 


WHEREAS, the Assignor, as
lessor, is entering into a [Lease Agreement] [Wet Lease Agreement] dated as of
               (as
the same may be amended, supplemented or otherwise modified from time to time,
the “Lease”) with                ,
as Lessee (the “Lessee”), and, in connection therewith, Assignor desires
to assign such Lease as collateral security to Assignee in accordance with the
provisions of Section 3.2 of the Mortgage;


 


WHEREAS, in order to induce
the Assignee to accept this Assignment the Assignor has caused the Lessee to
execute and deliver in favor of the Assignee a Consent and Agreement
substantially in the form annexed hereto as Exhibit A; and


 


WHEREAS, capitalized terms
used in this Assignment that are not otherwise defined in this Assignment are
used as they are defined in the Mortgage;


 


NOW, THEREFORE, in
consideration of the promises and obligations contained herein, the parties
hereto hereby agree as follows:


 


1.             Assignment of Lease.  For value received and to secure the due and
punctual payment and performance by the Company of the Obligations and the
performance and observance by the Company of all agreements, covenants, and
provisions contained in the Financing Documents, all of which obligations are
hereby incorporated by this reference as fully as if set forth in their
entirety herein (the “Obligations”), the Assignor hereby assigns, transfers and
conveys to the Assignee, its successors and assigns, all its right, title and
interest in, to and under the Lease, including, but not limited to:


 


(i)            (x) all rents or other amounts
or payments of any kind paid or payable by the Lessee under the Lease
(including, without limitation, all claims for damages or other sums arising
upon sale or other disposition of, or loss of use of or requisition of title or
use of, the Aircraft, Airframe, Engines, Parts and related equipment at any
time subject to the Lease or upon any Event of Default specified therein (a “Lease
Event of Default”) or in respect thereof and all collateral security or
credit support with respect to the Lease (whether cash or in the nature of a
guarantee, letter of credit, credit insurance, lien on or security interest in
property or otherwise) (any such support or collateral security being herein
called “Additional Collateral”) for the obligations of the Lessee
thereunder as well as all rights of the Assignor to enforce payment of any such
rents, amounts or payments, (y) all rights of the Assignor to exercise any
election or option to make any decision or determination or to give or receive


 

















 


 


any notice, consent, waiver
or approval or to take any other action under or in respect of the Lease or to
accept surrender or redelivery of the Aircraft or any part thereof, as well as
the rights, powers and remedies on the part of the Assignor, whether acting
under the Lease or by statute or at law or in equity, or otherwise, arising out
of any default under the Lease, and (z) any right to restitution from the
Lessee or any guarantor of the Lessee in respect of any determination of invalidity
of the Lease; and


 


(ii)           all proceeds of the foregoing;


 


This Assignment is a present
assignment and shall be effective, and the security interests created hereby
shall attach immediately upon execution of this Assignment; provided, however,
that it is expressly agreed that the Assignee shall not be entitled to exercise
or receive, and that the Assignor shall be entitled to exercise and receive,
any of the claims, rights, powers, privileges, remedies and other benefits
(including, without limitation, the right to receive all moneys due or to
become due under or arising out of the Lease) of the Assignor described above
(including without limitation, the right to consent, waive or amend any term or
provision of any Additional Collateral) unless and until an Event of Default
under the Mortgage shall have occurred and be continuing.


 


2.             Performance of Assignor’s
Obligations.  It is expressly agreed
that anything herein contained to the contrary notwithstanding, (i) the
Assignor shall remain liable under the Lease and all related documentation to
perform all of its obligations thereunder, to the same extent as if this
Assignment had not been executed, and nothing in the Lease or this Assignment
shall relieve the Assignor of any of its obligations under the Mortgage or any
of the Financing Documents, (ii) the Assignee shall not have any
obligation or liability under the Lease by reason of or arising out of this
Assignment, nor shall the Assignee be required or obligated in any manner to
perform or fulfill any obligation of the Assignor under or pursuant to the
Lease, or to make any payment, or to make any inquiry as to the nature or
sufficiency of any payment received by it, or to present or file any claim or
to take any other action to collect or enforce the payment of any amounts to
which it or they may be entitled hereunder at any time or times and (iii) at
any time when an Event of Default under the Mortgage has occurred and is
continuing, at the Assignee’s option, the Assignee may perform, or cause to be
performed, all or any part of the obligations and agreements of the Assignor
under the Lease or any related documentation, without releasing the Assignor
therefrom.  Notwithstanding the
foregoing, in the event that the Assignee (or its successors or assigns)
exercises any right or power of the Assignor under or with respect to the Lease
it shall be liable to perform any corresponding obligations of the Assignor to
the Lessee.


 


3.             Event of Default.  Upon the occurrence of any Event of Default
under the Mortgage and at any time thereafter so long as the same shall be
continuing, the Assignee may, at its option, exercise any one or more of the
remedies set forth below, in the Lease, or that may otherwise be available to
it under the New York Uniform Commercial Code or other applicable law, as the
Assignee in its sole discretion may determine, which remedies are cumulative
and in addition to every other right or remedy provided by law:


 


3.1           Collection of Lease Payments.
The Assignee may collect and retain all rents, proceeds, payments and other
moneys due or to become due under the Lease and/or the other property assigned
hereunder and apply such amounts to the payment of the Obligations, all as the
Assignee, in its discretion, shall determine; and/or


 


3.2           Maintenance of Lease.  The Assignee may assume all or any part of
the Assignor’s right, title and interest in the Lease and/or the other property
assigned hereunder and maintain the Lease and/or the other property assigned
hereunder in full force and effect, with the Assignee substituted for the
Assignor or beneficiary thereunder, and in any such event all of the


 


2

















 


right, title and interest of
the Assignor therein shall be extinguished and the Assignee shall be entitled
to collect and retain all rents and payments thereunder; and/or


 


3.3
          Sale.  The Assignee may sell in accordance with
applicable law at public or private sale, without appraisal, for such price as
it may deem fair, the Lease and all the Assignor’s right, title and interest
therein, in which case the Assignee will give the Assignor and the Lessee at
least 15 calendar days’ notice of the date fixed for any public sale or of the
date on or after which will occur the execution of any contract providing for
any private sale thereof, and each purchaser at any such sale shall hold such
property absolutely free from any claim or right on the part of the Assignor,
the Assignor hereby waiving and releasing (to the extent permitted by
applicable law) all rights of redemption, stay, appraisal, reclamation and
turnover that the Assignor now has or may at any time in the future have under
any rule of law or statute now existing or hereafter enacted.


 


4.             Expenses and Fees.  The Assignor shall pay to the Assignee and
its successors and assigns on demand all reasonable attorney’s fees and other
reasonable out-of-pocket expenses incurred by the Assignee in exercising its
rights and remedies provided hereunder and in enforcing the terms hereof.


 


5.             Waiver; Invalidity Of Remedies.  The Assignor waives any right to require the
Assignee to pursue any other remedy it may have against the Assignor or any
guarantor or surety or provider of credit support.  The invalidity or unenforceability of any
remedy in any jurisdiction shall not invalidate such remedy or render it
unenforceable in any other jurisdiction. 
The invalidity or unenforceability of any of the remedies provided
herein in any jurisdiction shall not in any way affect the right to enforcement
in such jurisdiction or elsewhere of any of the other remedies provided herein.


 


6.             Power of Attorney.  Effective upon the occurrence of an Event of
Default under the Mortgage and for so long as such Event of Default shall be
continuing, the Assignor does hereby constitute the Assignee, and its
successors and permitted assigns, the Assignor’s true and lawful
attorney-in-fact, irrevocably with full power (in the name of the Assignor or
otherwise) and at the expense of the Assignor but for the use and benefit of
the Assignee, at any time after an Event of Default under the Mortgage has
occurred and for so long as it is continuing, to enforce each and every term
and provision of the Lease and other property assigned hereunder (including,
without limitation, the Additional Collateral), to ask, require, demand,
receive, collect, compound and give acquittance and discharge for any and all
moneys and claims for moneys (in each case including insurance and requisition
proceeds) due and to become due under or arising out of the Lease, and other
property assigned hereunder (including, without limitation, the Additional
Collateral), to endorse any checks or other instruments or orders in connection
therewith, to settle, compromise, compound or adjust any such claims, to
exercise and enforce any and all claims, rights, powers or remedies of every
kind and description of the Assignor under or arising out of the Lease and
other property assigned hereunder (including, without limitation, the
Additional Collateral), to file, commence, prosecute, compromise and settle in
the name of the Assignor or the Assignee or otherwise any suits, actions or
proceedings at law or in equity in any court, to collect any such moneys or to
enforce any rights in respect thereto on all other claims, rights, powers and remedies
of every kind and description of the Assignor under or arising out of the Lease
and the other property assigned hereunder (including without limitation, the
Additional Collateral) and generally to sell, assign, transfer, pledge, make
any agreement with respect to or otherwise deal with any of such claims,
rights, powers and remedies as fully and completely as though the Assignee were
the absolute owner thereof for all purposes, and at such times and in such
manner as may seem to the Assignee to be necessary or advisable or convenient
or proper in its absolute discretion; provided that this power of attorney
shall not apply to any right, power or privilege that, by the terms of this
Assignment other than this Section 6, is reserved to or not assigned by
the Assignor.


 


3

















 


7.             Execution of Additional
Documents.  The Assignor agrees that
at any time or from time to time, at its own reasonable expense, upon the
written request of the Assignee, the Assignor shall promptly and duly execute
and deliver any and all such further instruments, documents and financing
statements and do such other acts and things as the Assignee may, acting
reasonably, deem necessary or desirable in order to obtain the full benefits of
this Assignment and the rights and powers granted herein.


8.             Assignment.  The Assignor shall not assign, delegate,
pledge or otherwise encumber any of its rights or obligations hereunder except
as permitted by the Mortgage or the Term Loan Agreement.


 


9.             Assignor’s Representations and
Warranties.  The Assignor represents
and warrants that the Lease is in full force and effect and is enforceable in
accordance with its terms as against it (except to the extent enforcement may
be affected by bankruptcy, moratorium, reorganization and other laws affecting
creditors’ rights in general and governed by principles of equity), that as of
the date hereof neither the Assignor nor, to the knowledge of the Assignor, the
Assignee is in default thereunder, that a true and correct copy of the executed
original of the Lease to be held by the Assignee has been delivered to
Assignee, and that it has not assigned, transferred or pledged, and hereby
covenants that it will not assign or transfer (except as permitted by Section 8),
or pledge, the whole or any part of the rents, moneys, claims, rights, powers,
remedies, title or interests hereby assigned to any Person other than the
Assignee and its successors and permitted assigns.


 


10.           GOVERNING LAW.  THIS ASSIGNMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK.  THIS ASSIGNMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


11.           Counterparts.  This Assignment may be executed in several
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute one and the same instrument.


 


12.           Miscellaneous.  This Assignment may not be amended,
supplemented, modified or waived without the prior written consent of the
Assignee and Assignor.  This Assignment
shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors and assigns. 
Except as otherwise provided in this Agreement, all notices hereunder
shall be in writing and shall be given in the manner and at the addresses
provided for notices under the Lease.


 


4

















 


IN WITNESS WHEREOF, the
Assignor and the Assignee have duly executed this Assignment as of the date
first set forth above.


 


	
   

  	
  [   ]

  	
   

  
	
   

  	
   

  	
  as Assignor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  
	
   

  	
   

  	
  as Assignee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


5

















 


EXHIBIT A


TO LEASE


ASSIGNMENT


 


CONSENT AND AGREEMENT


 


                       ,
a                        
corporation (the “Lessee”), hereby acknowledges receipt of notice of and
consents to all the terms of the foregoing Lease Assignment (the “Assignment”,
terms being used herein as therein defined or incorporated therein by
reference) and agrees that:


 


1.               The Lessee shall be fully bound by all terms
and conditions of the Assignment.


 


2.               All representations, warranties, indemnities,
covenants and agreements of the Lessee hereunder and under the Lease shall
inure to the benefit of, and to the extent provided in the Assignment shall be
enforceable by, the Assignee, its successors and permitted assigns, to the same
extent as if originally named the Lessor therein.


 


3.               None of the Assignee and its successors and
assigns shall be liable for any of the obligations or duties of the Assignor
under the Lease except as provided in the Assignment.


 


4.               Upon receipt of written notice from the
Assignee that an Event of Default has occurred under the Mortgage, the Lessee
agrees to thereafter pay all rent, reserves, damages and other amounts becoming
due and payable under the Lease directly to the Assignee.


 


5.               The Lessee hereby represents and warrants
that (a) the Lessee is a Company validly existing under the laws of the
jurisdiction of its organization, (b) the making and performance of the
Lease and this Consent and Agreement have been duly authorized by all necessary
action on the part of the Lessee, and do not contravene the Lessee’s
organizational documents or any indenture, credit or loan agreement or other
contractual agreement to which the Lessee is a party or by which it is bound, (c) the
Lease constitutes, as of the date thereof and at all time thereafter to and
including the date of this Consent and Agreement, and this Consent and
Agreement constitutes, legal, valid and binding obligations of the Lessee
enforceable against the Lessee in accordance with their respective terms except
to the extent such enforceability is affected by moratorium, insolvency,
bankruptcy, reorganization and other losses affecting creditors’ rights in
general and general principles of equity, and (d) as of the date hereof,
no “Event of Default” or “Default” under the Lease has occurred and is
continuing.


 


6.               The Lessee covenants and agrees that if an
Event of Default exists under the Mortgage, the Lessee will, at the request of
the Assignee, consent to the termination of the Lease and (or, if the Lease has
been terminated without such consent, thereupon) enter into a new lease
directly with the Assignee in respect of the Aircraft on the same terms and
conditions as the Lease.


 


7.               It is understood that:


 


(a)           Notices to the Lessee pursuant to or
in connection with the Assignment shall be in writing and shall be addressed to
the Lessee at [ADDRESS], Attention:                            .


 

















 


(b)           This Consent and Agreement may be
signed in any number of counterparts with the same effect as if the signature
to all such counterparts were upon the same instrument, and all such
counterparts shall constitute but one instrument.


 


(c)           This Consent and Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


8.     The Lessee hereby confirms that as of the
date hereof, except for the transactions contemplated by this Consent and
Agreement, it has not received notice from any Person of, and has not consented
to, any assignment by any Person of any rights in, to or under the Lease.


 


	
   

  	
   

  	
  ,

  
	
   

  	
  [Name of Lessee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
							



 


2