**Exhibit 10.16****FIRST AMENDMENT TO BLOCKED ACCOUNT AGREEMENT**     THIS FIRST AMENDMENT TO BLOCKED ACCOUNT AGREEMENT (this “Amendment”) is made as of the 25 dayof May, 2005 by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association(“Bank”), WORLD AIRWAYS, INC., a Delaware corporation (“Company”), and CITIBANK, N.A., asCollateral Agent (“Agent”), for the benefit of itself and the Lenders, the Board and theSupplemental Guarantor (as such terms are defined in the Loan Agreement referenced below).R E C I T A L S:     Pursuant to that certain Loan Agreement dated as of December 30, 2003 among the Company, theAgent, the Board, the Lenders and the other parties signatory thereto (as amended, restated,supplemented or otherwise modified from time to time, the “Loan Agreement”), the Lenders haveagreed to make loans and extend other financial accommodations to Company.     To secure the obligations under the Loan Agreement, the Bank, the Company and the Agententered into that certain Blocked Account Agreement dated December 30, 2003.     The Bank, the Company and the Agent desire to amend the Blocked Account Agreement upon theterms and conditions hereinafter set forth. Capitalized terms used in this Amendment which are nototherwise defined in this Amendment shall have the respective meanings assigned to them in theBlocked Account Agreement.     NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Bank, the Company and the Agent, intending to be legally bound hereby, agree asfollows:     SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall bedeemed to be a part of this Amendment.     SECTION 2. Amendments. The Blocked Account Agreement is hereby amended as set forthin this Section 2.(a) Exhibit A to the Blocked Account Agreement is hereby amended and restated asExhibit A attached hereto and incorporated herein by this reference, and the Bank’srepresentation in subsection (ii) of the section entitled “THE BLOCKED ACCOUNTS” shall bedeemed to refer to Exhibit A attached hereto and Schedule 1 as amended in subsection 2(d)below.(b) The section entitled “FEES” is hereby amended by deleting the last sentencethereof.(c) The section entitled “UNCOLLECTED FUNDS” is hereby amended by deleting the lastsentence thereof.
 

 
(d) Schedule 1 attached to the Blocked Account Agreement is hereby amended to deletethe following accounts, which are closed as of the date hereof:   Account No. Title 2050000598968 World Airways5025492677 Trust Account(e) The section “DEBTOR’S RIGHTS IN BLOCK ACCOUNTS” is hereby amended by amending andrestating the last sentence thereof in its entirety as follows:By their signatures to this Agreement,Company hereby authorizes and directs Bank, and Bank agrees,to comply with the instructions of Agent directing dispositionof the funds without further consent of Company and, uponAgent’s delivery of a Notice of Exclusive Control and Agent’swire instructions to Bank, to forward funds to such accountas may be designated by Agent to Bank in writing from time totime; provided, however, that any Receipt deposited to anyBlocked Account shall not be released by Bank until suchReceipt has been fully and completely honored as verified byBank.     SECTION 3. No Other Amendment. Except for the amendments set forth above, the text ofthe Blocked Account Agreement shall remain unchanged and in full force and effect. This Amendmentis not intended to effect, nor shall it be construed as, a novation. The Blocked Account Agreementand this Amendment shall be construed together as a single agreement. Nothing herein containedshall waive, annul, vary or affect any provision, condition, covenant or agreement contained in theBlocked Account Agreement, except as herein amended, nor affect nor impair any rights, powers orremedies under the Blocked Account Agreement as hereby amended. The parties hereto herebyexpressly agree that the Blocked Account Agreement, as amended, is in full force and effect.     SECTION 4. Counterparts. This Amendment may be executed in multiple counterparts,each of which shall be deemed to be an original and all of which, taken together, shall constituteone and the same agreement.     SECTION 5. Governing Law. This Amendment shall be construed in accordance with andgoverned by the law of the State of Georgia.     SECTION 6. Effective Date. This Amendment shall be effective as of the date set forthhereinabove.[signature pages follow]
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused theirrespective duly authorized officers or representatives to execute and deliver, this Amendment as ofthe day and year first above written.         WACHOVIA BANK, NATIONAL ASSOCIATION           By: