**Exhibit 10.5****WAIVER TO LOAN AGREEMENT**     THIS WAIVER TO LOAN AGREEMENT, dated as of November 11, 2005 (this “Waiver”), is madeand entered into by and among World Airways, Inc., a Delaware corporation (the “Borrower”),North American Airlines, Inc., a Delaware corporation (“North American”) World AirHoldings, Inc., a Delaware Corporation (the “Parent”) and the Air TransportationStabilization Board (the “Board”). Capitalized terms used herein and not otherwise definedherein shall have the meanings assigned to such terms in the Loan Agreement (as such term isdefined below).WITNESSET H:     WHEREAS, the Borrower, North American, the Parent, World Airways Parts Company, LLC, GovcoIncorporated, as Primary Tranche A Lender, Citicorp North America, Inc., as Govco AdministrativeAgent, the other lenders party thereto, Citibank, N.A., as Agent, Citibank, N.A., as CollateralAgent, International Lease Finance Corporation, as Supplemental Guarantor, Phoenix AmericanFinancial Services, Inc., as Loan Administrator and the Board are parties to that certain LoanAgreement dated as of December 30, 2003 (the “Original Loan Agreement”) and that certainAmendment No. 1 and Waiver to the Loan Agreement dated as of April 27, 2005 (the “FirstAmendment”, and together with the Original Loan Agreement, the “Loan Agreement”);     WHEREAS, the Parent has advised the Agent, the Loan Administrator and the Board that theObligors from time to time have been and currently are in Default of the covenants set forth inSections 6.2 and 6.4(a) of the Loan Agreement by reason of the Borrower having investedunrestricted cash in certain Investments which do not constitute Cash Equivalents in amountsexceeding the allowance for such Investments provided in Sections 6.2 and leaving the Obligors withcash and Cash Equivalents insufficient to meet the minimum cash requirement set forth in Section6.4(a), and that this has resulted in an Event of Default under Section 7.1(e) of the LoanAgreement (such Default and Event of Default referred to hereinafter as the “CurrentDefault”);     WHEREAS, the Parent hereby represents to the Board that it is taking diligent steps toreinvest its cash in Cash Equivalents so as to be in full compliance with Sections 6.2 and 6.4(a)by not later than the close of business on November 11, 2005;     WHEREAS, the Obligors, subsequent to April 27,2005, opened new bank accounts to operate theirbusiness which were not reflected on Schedule 2.09 of the Security Agreement as required and havediscovered that one of the bank accounts which is reflected on Schedule 2.09 is mistakenlyidentified as owned by a different Obligor (the failure to so maintain Schedule 2.09 being the“Account Default”);     WHEREAS, the Parent has now corrected Schedule 2.09 to the Security Agreement ;     WHEREAS, the Parent has requested that the Board waive the Current Default, the AccountDefault and any related Default of its obligation to promptly report the Current Default and theAccount Default under Section 5.1(b)(v);
 

 
     WHEREAS, pursuant to Section 10.1 of the Loan Agreement, so long as the Board Guarantee is infull force and effect and has not been terminated without a payment having been made thereunder,the Board may, in its sole discretion, consent to the amendment, modification or waiver of certainprovisions of the Loan Agreement, including Sections 5.1(b)(v), 5.17, 6.2 and 6.4(a); and     WHEREAS, the Board is willing to grant the waiver requested by the Parent pursuant to theterms and subject to the conditions set forth herein.     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants containedherein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiencyof which are hereby acknowledged, the parties do hereby agree as follows:     Section 1. Limited Waiver. Subjection to the terms and conditions of this Waiver, theBoard hereby waives compliance by the Obligors with (i) the provisions of Section 6.2 and 6.4(a) ofthe Loan Agreement to the extent violated by the Current Default and the provisions of Section 5.17of the Loan Agreement to the extent violated by the Account Default, in each case during the periodfrom the date of the Original Loan Agreement through November 11, 2005 (the “WaiverPeriod”) and (ii) the provisions of Section 5.1(b)(v) of the Loan Agreement to the extent thatthe Obligors may have failed to timely provide an Officer’s Certificate specifying the CurrentDefault and the Account Default. The foregoing limited waiver shall not be construed to impair theability of the Board to enforce any of its rights, powers or remedies in any manner except as setforth in the preceding sentence, including, without limitation: (i) after the Waiver Period,regardless of whether or not such enforcement relates to an event taking place during the WaiverPeriod, or (ii) during the Waiver Period for Defaults or Events of Default other than the CurrentDefault and the Account Default.     Section 2. Representations and Warranties. The Obligors each represent and warrant tothe Board as follows:          (a) this Waiver has been duly authorized, executed and delivered by it and constitutes itslegal, valid and binding obligation, enforceable in accordance with its terms;          (b) all of the representations and warranties in the Loan Agreement, after giving effect tothis Waiver, are true and correct in all material respects (except that any representation andwarranty that is qualified as to “materiality” shall be true and correct in all respects) on and asof the date hereof as if made on the date hereof (or, if any such representation or warranty isexpressly stated to have been made as of a specific date, as of such specific date); and          (c) after giving effect to this Waiver, no Default or Event of Default has occurred and iscontinuing.     Section 3. No Waiver; Remedies. Except as expressly set forth herein, this Waivershall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affectthe rights and remedies of the Board or the Obligors under the Loan Agreement or any other LoanDocument, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
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obligations, covenants or agreements contained in the Loan Agreement, any other Loan Documentor the Board Guarantee, all of which are ratified and affirmed in all respects and shall continuein full force and effect. Nothing contained herein shall be deemed to entitle the Obligors to aconsent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document insimilar or different circumstances. This Waiver shall constitute a “Loan Document” for allpurposes of the Loan Agreement and the other Loan Documents.     Section 4. Headings. The headings set forth in this Waiver are and shall be withoutsubstantive meaning or content of any kind whatsoever and are not a part of the agreement betweenthe parties hereto.     Section 5. Severability. In case any provision in or obligation under this Waivershall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provision or obligation inany other jurisdiction, shall not in any way be affected or impaired thereby.     Section 6. Counterparts. This Waiver may be executed in any number of counterpartsand by the parties hereto in separate counterparts, each of which when so executed shall be deemedto be an original and all of which taken together shall constitute one and the same agreement.Signature pages may be detached from multiple separate counterparts and attached to a singlecounterpart so that all signature pages are attached to the same document. Delivery of an executedsignature page of this Waiver by facsimile transmission shall be as effective as delivery of amanually executed counterpart hereof.     Section 7. Governing Law. This Waiver and the rights and obligations of the partieshereto shall be governed by, and construed in accordance with, the law of the State of New York;provided, that the rights and obligations of the Board hereunder (whether as guarantor orlender) shall be governed by, and construed in accordance with, the Federal law of the UnitedStates of America, if and to the extent such Federal law is applicable, and otherwise in accordancewith the law of the State of New York.     Section 8. Fees and Expenses. The Obligors agree to promptly pay, upon request, allcosts and expenses (including the reasonable fees and expenses of counsel) reasonably incurred bythe Board in connection with this Waiver.[*REMAINDER OF INTENTIONALLY LEFT BLANK*]
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     **IN WITNESS WHEREOF**, the parties have caused this Waiver to be duly executed as of the datefirst written above.         **WORLD AIRWAYS, INC.**           By: /s/ Renee Skinner Name: Renee Skinner