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                                                                    EXHIBIT 10.9

                                                               EXECUTION VERSION

                                HOLDINGS GUARANTY
                        (NORTH AMERICAN AIRLINES, INC.)

      This HOLDINGS GUARANTY is entered into as of April, 27,2005 by the
undersigned ,World Air Holdings, Inc., a Delaware corporation (the "GUARANTOR"),
in favor of and for the benefit of International Lease Finance Corporation
("ILFC" or "BENEFICIARY") as lessor under the Leases (defined below).

                                    RECITALS

      A. North American Airlines, Inc., a Delaware corporation ("COMPANY"), and
ILFC have entered into those certain Aircraft Lease Agreements listed on
Schedule 1 attached hereto (as amended and supplemented, the "LEASES").

      B. Company is a wholly owned Subsidiary of Guarantor by operation of that
certain Stock Purchase Agreement dated as of April_____________, 2005 pursuant
to which Guarantor acquired all of the issued and outstanding shares of stock of
Company (the "ACQUISITION") and thus the Guarantied Obligations (as hereinafter
defined) are being incurred for and will inure to the benefit of Guarantor
(which benefits are hereby acknowledged).

      C. It is a condition of ILFC's consent to that certain Amendment No. 1 and
Waiver to Loan Agreement dated as of April___________, 2005 (the "AMENDMENT") by
and among the Guarantor, ILFC and the Company, and the other parties thereto
(which is required in connection with the Acquisition and by the Leases) that
Company's obligations under the Leases be guarantied by Guarantor.

      D. Guarantor is willing irrevocably and unconditionally to guaranty such
obligations of Company.

      1.    GUARANTY.

            (a) In order to induce ILFC to consent to the Acquisition and the
Amendment, Guarantor irrevocably and unconditionally guaranties, as primary
obligor and not merely as surety, the due and punctual payment in full of all
Guarantied Obligations (as hereinafter defined) when the same shall become due,
whether at stated maturity, by acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. ' 362(a)). The term "GUARANTIED
OBLIGATIONS" is used herein in its most comprehensive sense and includes any and
all obligations of Company in respect of notes, advances, borrowings, loans,
debts, interest, fees, costs, expenses (including, without limitation, legal
fees and expenses of counsel), indemnities and liabilities of whatsoever nature,
now or hereafter made, incurred or created, whether absolute or contingent,
liquidated or unliquidated, whether due or not due, and however arising under or
in

North American Holdings Guaranty
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connection with the Leases or this, now or hereafter made, incurred or created,
whether absolute or contingent, liquidated or unliquidated, whether due or not
due, and however arising under or in connection with the Leases or this
Guaranty.

      Any interest on any portion of the Guarantied Obligations that accrues
after the commencement of any proceeding, voluntary or involuntary, involving
the bankruptcy, insolvency, receivership, reorganization, liquidation or
arrangement of Company (or, if interest on any portion of the Guarantied
Obligations ceases to accrue by operation of law by reason of the commencement
of said proceeding, such interest as would have accrued on such portion of the
Guarantied Obligations if said proceeding had not been commenced) shall be
included in the Guarantied Obligations because it is the intention of Guarantor
and Beneficiaries that the Guarantied Obligations should be determined without
regard to any rule of law or order that may relieve Company of any portion of
such Guarantied Obligations.

      In the event that all or any portion of the Guarantied Obligations is paid
by Company, the obligations of Guarantor hereunder shall continue and remain in
full force and effect or be reinstated, as the case may be, in the event that
all or any part of such payment(s) is rescinded or recovered directly or
indirectly from any Beneficiary as a preference, fraudulent transfer or
otherwise, and any such payments that are so rescinded or recovered shall
constitute Guarantied Obligations.

      Subject to the other provisions of this Section 1, upon the failure of
Company to pay any of the Guarantied Obligations when and as the same shall
become due, Guarantor will upon demand pay, or cause to be paid, in cash, to
Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied
Obligations.

            (b) Guarantor under this Guaranty, and each guarantor under other
guaranties, if any, relating to the Leases (the "Related Guaranties") that
contain a contribution provision similar to that set forth in this Section 1(b),
together desire to allocate among themselves (collectively, the "Contributing
Guarantors"), in a fair and equitable manner, their obligations arising under
this Guaranty and the Related Guaranties. Accordingly, in the event any payment
or distribution is made on any date by Guarantor under this Guaranty or a
guarantor under a Related Guaranty, Guarantor or such other guarantor shall be
entitled to a contribution from each of the other Contributing Guarantors in the
maximum amount permitted by law so as to maximize the aggregate amount of the
Guarantied Obligations paid to Beneficiaries.

      2.    GUARANTY ABSOLUTE; CONTINUING GUARANTY. The obligations of
Guarantor hereunder are irrevocable, absolute, independent and unconditional and
shall not be affected by any circumstance which constitutes a legal or equitable
discharge of a guarantor or surety other than payment in full of the Guarantied
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, Guarantor agrees that: (a) this Guaranty is a guaranty of payment when
due and not of collectibility; (b) Beneficiaries may enforce this Guaranty upon
the occurrence and during the continuance of an Event of Default under the
Leases notwithstanding the existence of any dispute between Company and any
Beneficiary with respect to the existence

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of such event; (c) the obligations of Guarantor hereunder are independent of the
obligations of Company under the Leases and the obligations of any other
guarantor of the obligations of Company and a separate action or actions may be
brought and prosecuted against Guarantor whether or not any action is brought
against Company or any of such other guarantors and whether or not Company is
joined in any such action or actions; and (d) Guarantor's payment of a portion,
but not all, of the Guarantied Obligations shall in no way limit, affect, modify
or abridge Guarantor's liability for any portion of the Guarantied Obligations
that has not been paid. This Guaranty is a continuing guaranty and shall be
binding upon Guarantor and its successors and assigns, and Guarantor irrevocably
waives any right to revoke this Guaranty as to future transactions giving rise
to any Guarantied Obligations.

      3.    ACTIONS BY BENEFICIARIES. Any Beneficiary may from time to time,
without notice or demand and without affecting the validity or enforceability of
this Guaranty or giving rise to any limitation, impairment or discharge of
Guarantor's liability hereunder, (a) renew, extend, accelerate or otherwise
change the time, place, manner or terms of payment of the Guarantied
Obligations, (b) settle, compromise, release or discharge, or accept or refuse
any offer of performance with respect to, or substitutions for, the Guarantied
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations, (c) request and accept other
guaranties of the Guarantied Obligations and take and hold security for the
payment of this Guaranty or the Guarantied Obligations, (d) release, exchange,
compromise, subordinate or modify, with or without consideration, any security
for payment of the Guarantied Obligations, any other guaranties of the
Guarantied Obligations, or any other obligation of any Person with respect to
the Guarantied Obligations, (e) enforce and apply any security now or hereafter
held by or for the benefit of any Beneficiary in respect of this Guaranty or the
Guarantied Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that Beneficiaries, or any of them, may have
against any such security, as any Beneficiary in its discretion may determine
consistent with the Leases and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and (f) exercise any other rights available to Beneficiaries, or any of them,
under the Leases.

      4.    NO DISCHARGE. This Guaranty and the obligations of Guarantor
hereunder shall be valid and enforceable and shall not be subject to any
limitation, impairment or discharge for any reason (other than payment in full
of the Guarantied Obligations), including without limitation the occurrence of
any of the following, whether or not Guarantor shall have had notice or
knowledge of any of them: (a) any failure to assert or enforce or agreement not
to assert or enforce, or the stay or enjoining, by order of court, by operation
of law or otherwise, of the exercise or enforcement of, any claim or demand or
any right, power or remedy with respect to the Guarantied Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guarantied Obligations, (b) any waiver or modification
of, or any consent to departure from, any of the terms or provisions of the
Leases, any of the other Leases or any agreement or instrument executed pursuant
thereto, or of any other guaranty or security for the Guarantied Obligations,
(c) the Guarantied Obligations, or any agreement relating thereto, at any time
being found to be illegal, invalid or unenforceable in any

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respect, (d) the application of payments received from any source to the payment
of indebtedness other than the Guarantied Obligations, even though
Beneficiaries, or any of them, might have elected to apply such payment to any
part or all of the Guarantied Obligations, (e) any failure to perfect or
continue perfection of a security interest in any collateral which secures any
of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which
Company may assert against any Beneficiary in respect of the Guarantied
Obligations, including but not limited to failure of consideration, breach of
warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury, and (g) any other act or thing or omission, or delay to
do any other act or thing, which may or might in any manner or to any extent
vary the risk of Guarantor as an obligor in respect of the Guarantied
Obligations.

      5.    WAIVERS. Guarantor waives, for the benefit of Beneficiaries: (a) any
right to require Beneficiaries, or any of them, as a condition of payment or
performance by Guarantor, to (i) proceed against Company, any other guarantor of
the Guarantied Obligations or any other Person, (ii) proceed against or exhaust
any security held from Company, any other guarantor of the Guarantied
Obligations or any other Person, (iii) proceed against or have resort to any
balance of any deposit account or credit on the books of any Beneficiary in
favor of Company or any other Person, or (iv) pursue any other remedy in the
power of any Beneficiary; (b) any defense arising by reason of the incapacity,
lack of authority or any disability or other defense of Company including,
without limitation, any defense based on or arising out of the lack of validity
or the unenforceability of the Guarantied Obligations or any agreement or
instrument relating thereto or by reason of the cessation of the liability of
Company from any cause other than payment in full of the Guarantied Obligations;
(c) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (d) any defense based upon any
Beneficiary's errors or omissions in the administration of the Guarantied
Obligations, except behavior that amounts to bad faith; (e) (i) any principles
or provisions of law, statutory or otherwise, that are or might be in conflict
with the terms of this Guaranty and any legal or equitable discharge of
Guarantor's obligations hereunder, (ii) the benefit of any statute of
limitations affecting Guarantor's liability hereunder or the enforcement hereof,
(iii) any rights to set-offs, recoupments and counterclaims, and (iv)
promptness, diligence and any requirement that any Beneficiary protect, secure,
perfect or insure any Lien or any property subject thereto; (f) notices,
demands, presentments, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of this Guaranty,
notices of default under the Leases, or any agreement or instrument related
thereto, notices of any renewal, extension or modification of the Guarantied
Obligations or any agreement related thereto, notices of any extension of credit
to Company and notices of any of the matters referred to in Sections 3 and 4 and
any right to consent to any thereof; and (g) to the fullest extent permitted by
law, any defenses or benefits that may be derived from or afforded by law which
limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms of this Guaranty.

      6.    GUARANTOR'S RIGHTS OF SUBROGATION, CONTRIBUTION, ETC.; SUBORDINATION
OF OTHER OBLIGATIONS. Until such time as the Guarantied Obligations have been
paid in full, Guarantor waives (a) any claim, right or remedy, direct or
indirect, that Guarantor now has or

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may hereafter have against Company or any of its assets in connection with this
Guaranty or the performance by Guarantor of its obligations hereunder, in each
case whether such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise and including without limitation (i) any
right of subrogation, reimbursement or indemnification that Guarantor now has or
may hereafter have against Company, (ii) any right to enforce, or to participate
in, any claim, right or remedy that any Beneficiary now has or may hereafter
have against Company, and (iii) any benefit of, and any right to participate in,
any collateral or security now or hereafter held by any Beneficiary and (b) any
right of contribution Guarantor may have against any other guarantor of any of
the Guarantied Obligations. Guarantor further agrees that, to the extent the
waiver of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification Guarantor may have against Company or against any collateral
or security, and any rights of contribution Guarantor may have against any such
other guarantor, shall be junior and subordinate to any rights Beneficiaries may
have against Company, to all right, title and interest Beneficiaries may have in
any such collateral or security, and to any right Beneficiaries may have against
such other guarantor.

      Any indebtedness of Company now or hereafter held by Guarantor is
subordinated in right of payment to the Guarantied Obligations, and any such
indebtedness of Company to Guarantor collected or received by Guarantor after an
Event of Default has occurred and is continuing, and any amount paid to
Guarantor on account of any subrogation, reimbursement, indemnification or
contribution rights referred to in the preceding paragraph when all Guarantied
Obligations have not been paid in full, shall be held in trust for Beneficiaries
and shall forthwith be paid over to Beneficiaries to be credited and applied
against the Guarantied Obligations.

      7.    EXPENSES. Guarantor agrees to pay, or cause to be paid, on demand,
and to save Beneficiaries harmless against liability for, (i) any and all costs
and expenses (including fees, costs of settlement and disbursements of counsel)
incurred or expended by any Beneficiary in connection with the enforcement of or
preservation of any rights under this Guaranty and (ii) any and all costs and
expenses (including those arising from rights of indemnification) required to be
paid by Guarantor under the provisions of any of the Leases.

      8.    FINANCIAL CONDITION OF COMPANY. No Beneficiary shall have any
obligation, and Guarantor waives any duty on the part of any Beneficiary, to
disclose or discuss with Guarantor its assessment, or Guarantor's assessment, of
the financial condition of Company or any matter or fact relating to the
business, operations or condition of Company. Guarantor has adequate means to
obtain information from Company on a continuing basis concerning the financial
condition of Company and its ability to perform its obligations under Leases,
and Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Company and of all circumstances bearing upon the risk of
nonpayment of the Guarantied Obligations.

      9.    REPRESENTATIONS AND WARRANTIES. Guarantor makes, for the benefit of
Beneficiaries, each of the representations and warranties made in the Leases by
Company as to

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Guarantor, its assets, financial condition, operations, organization, legal
status, business and the Leases to which it is a party. In addition, Guarantor
represents and warrants as follows:

            (a) Guarantor is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on (i) the business, operations, affairs, financial
condition, assets or properties of the Guarantor and its Subsidiaries taken as a
whole, or (ii) the ability of Guarantor to perform its obligations under this
Guaranty, or (iii) the validity or enforceability of this Guaranty. Guarantor
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Guaranty and to perform
the provisions hereof.

            (b) This Guaranty has been duly authorized by all necessary
corporate action on the part of Guarantor, and this Guaranty constitutes a
legal, valid and binding obligation of Guarantor enforceable against Guarantor
in accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

            (c) Guarantor is the owner, directly or through one or more
wholly-owned Subsidiaries, of all of the issued and outstanding capital stock of
Company; (ii) ILFC's agreement to enter into and continue the Leases and consent
to the Acquisition and the Amendment is of substantial and material benefit to
Guarantor; and (iii) Guarantor has reviewed and approved copies of the Leases
and is fully informed of the remedies ILFC may pursue upon the occurrence of an
Event of Default under the Leases or this Agreement.

      10.   COVENANTS.

            (a) Guarantor agrees that, so long as any part of the Guarantied
Obligations shall remain unpaid, Guarantor will perform or observe, and cause
its Subsidiaries to perform or observe, all of the terms, covenants and
agreements that the Leases state that Company is to cause Guarantor and such
Subsidiaries to perform or observe or that the Guarantor is to perform or
observe.

            (b) Guarantor shall continue to own, directly or through one or more
wholly-owned Subsidiaries, all of the issued and outstanding capital stock of
Company, and Guarantor shall keep itself informed as to the status of the
transactions contemplated by the Leases or referred to therein, Company's
financial status and its ability to perform its obligations under the Leases.

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      11.   SET OFF. In addition to any other rights any Beneficiary may have
under law or in equity, if any amount shall at any time be due and owing by
Guarantor to any Beneficiary under this Guaranty, such Beneficiary is authorized
at any time or from time to time, without notice (any such notice being
expressly waived), to set off and to appropriate and to apply any and all
deposits (general or special, including but not limited to indebtedness evidence
by certificates of deposit, whether matured or unmatured) and any other
indebtedness of such Beneficiary owing to Guarantor and any other property of
Guarantor held by a Beneficiary to or for the credit or the account of Guarantor
against and on account of the Guarantied Obligations and liabilities of
Guarantor to any Beneficiary under this Guaranty.

      12.   AMENDMENT AND WAIVERS. No amendment, modification, termination or
waiver of any provision of this Guaranty, and no consent to any departure by
Guarantor therefrom, shall in any event be effective without the written
concurrence of Beneficiaries and, in the case of any such amendment or
modification, Guarantor. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.

      13.   MISCELLANEOUS. It is not necessary for Beneficiaries to inquire into
the capacity or powers of Guarantor or Company or the officers, directors or any
agents acting or purporting to act on behalf of any of them.

      The rights, powers and remedies given to Beneficiaries by this Guaranty
are cumulative and shall be in addition to and independent of all rights, powers
and remedies given to Beneficiaries by virtue of any statute or rule of law or
in any of the Leases or any agreement between Guarantor and one or more
Beneficiaries or between Company and one or more Beneficiaries. Any forbearance
or failure to exercise, and any delay by any Beneficiary in exercising, any
right, power or remedy hereunder shall not impair any such right, power or
remedy or be construed to be a waiver thereof, nor shall it preclude the further
exercise of any such right, power or remedy.

      In case any provision in or obligation under this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

      THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND THE
BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

      This Guaranty shall inure to the benefit of Beneficiaries and their
respective successors and assigns.

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      ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR
RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY
OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
GUARANTY. Guarantor agrees that service of all process in any such proceeding in
any such court may be made by registered or certified mail, return receipt
requested, to Guarantor at its address set forth below its signature hereto,
such service being acknowledged by Guarantor to be sufficient for personal
jurisdiction in any action against Guarantor in any such court and to be
otherwise effective and binding service in every respect. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall
limit the right of any Beneficiary to bring proceedings against Guarantor in the
courts of any other jurisdiction.

      GUARANTOR AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, ILFC AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS GUARANTY. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT
LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. GUARANTOR AND, BY ITS ACCEPTANCE OF THE
BENEFITS HEREOF, GUARANTIED PARTY EACH (I) ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT FOR GUARANTOR AND GUARANTIED PARTY TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT GUARANTOR AND GUARANTIED PARTY HAVE ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS GUARANTY OR ACCEPTING THE BENEFITS THEREOF, AS THE
CASE MAY BE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS, AND (II) FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event of litigation, this
Guaranty may be filed as a written consent to a trial by the court.

      14.   COUNTERPARTS. This Guaranty may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and

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delivered shall be deemed to be an original for all purposes; but all such
counterparts together shall constitute but one and the same instrument.

                          [NEXT PAGE IS SIGNATURE PAGE]

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      IN WITNESS WHEREOF, Guarantor and, solely for purposes of the waiver of
the right to jury trial contained in Section 13, ILFC, as of the date hereof,
have caused this Guaranty to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.

                                  WORLD AIR HOLDINGS, INC.

                                  By: /s/ Randy J. Martinez
                                      ------------------------------------------
                                  Name: Randy J. Martinez
                                  Title: President and Chief Executive Officer

                                  Address: World Air Holdings, Inc.
                                           c/o World  Airways, Inc.
                                           The HLH Building
                                           101 World Drive
                                           Peachtree City, Georgia 30269

                                  INTERNATIONAL LEASE FINANCE CORPORATION

                                  By: /s/ Alan H. Lund
                                      ------------------------------------------
                                  Name:  ALAN H. LUND
                                  Title: VICE CHAIRMAN
                                         CHIEF FINANCIAL OFFICER

                                  Address: _____________________________________

                                           _____________________________________

                                           _____________________________________


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<PAGE>

                                   SCHEDULE 1

                                LEASE AGREEMENTS
                                     BETWEEN
                          NORTH AMERICAN AIRLINES, INC.
                                       AND
                     INTERNATIONAL LEASE FINANCE CORPORATION

1.    Aircraft Lease Agreement dated as of April 21, 2005, with International
      Lease Finance Corporation as lessor (B767-306ER; MSN 28098).

2.    Aircraft Lease Agreement dated as of January 23,1998, with International
      Lease Finance Corporation as lessor, as amended by Amendment No. 1, dated
      as of June 1, 2002, Amendment No. 2 dated as of February 13,2003, and
      Amendment No. 3 dated as of April 21, 2005, and as supplemented by Global
      Side Letter No. 1 dated as of March 13, 2003 (B757-200ER; MSN 28174;
      N752NA).

3.    Aircraft Lease Agreement dated as of May 11, 2000, with International
      Lease Finance Corporation as lessor, as amended by Amendment No. 1 dated
      as of June 1, 2002, Amendment No. 2 dated as of February 13,2003,
      Amendment No. 3 dated as of April 21, 2005, and as supplemented by Global
      Side Letter No. 1 dated as of February 13, 2003 (B757-200ER; MSN 29381;
      N754NA).

4.    Aircraft Lease Agreement dated as of February 13,2003, with International
      Lease Finance Corporation as lessor, as amended by Amendment No. 1 dated
      as of April 21, 2005, as supplemented by Side Letter No. 1 dated as of
      February 13,2003, and Global Side Letter No. 1 dated as of February 13,
      2003 (B757-28AER; MSN 30043; N755NA).

5.    Aircraft Lease Agreement dated as of January 20,2004, with International
      Lease Finance Corporation as lessor, as amended by Amendment No. 2 dated
      as of April 21, 2005, as supplemented by Side Letter No. 1 dated as of
      January 2004 (B 767-39HER; MSN 26257; N760NA).

6.    Aircraft Lease Agreement dated as of June 24, 1993, with International
      Lease Finance Corporation as lessor, as amended by Amendment No. 1 dated
      as of November, 1999, Amendment No. 2 dated as of May 20,2001, Amendment
      No. 3 dated as of June 1,2002, Amendment No. 4 dated as of February
      13,2003, and Amendment No. 5 dated as of April 18, 2005, as supplemented
      by Global Side Letter No. 1 dated as of February 13, 2003 (B757-28A; MSN
      26277; N750NA).

North American Holdings Guaranty