**Exhibit 10.18****BLOCKED ACCOUNT AGREEMENT**     THIS BLOCKED ACCOUNT AGREEMENT (this “**Agreement**”) is made and entered into as of May25, 2005 by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association(“**Bank**”), WORLD AIR HOLDINGS, INC., a Delaware corporation (“**Company**”), andCITIBANK, N.A., as Collateral Agent (“**Agent**”), for the benefit of itself and the Lenders,the Board and the Supplemental Guarantor (as such terms are defined in the Loan Agreementreferenced below).     A. Pursuant to that certain Loan Agreement dated as of December 30, 2003 among the WorldAirways, Inc. (the **“Borrower”**), the Agent, the Board, the Lenders and the other partiessignatory thereto (as amended, restated, supplemented or otherwise modified from time to time, the“**Loan Agreement**”), the Lenders have agreed to make loans and extend other financialaccommodations to the Borrower.     B. The Company, which is an affiliate of the Borrower, has established certain accounts withBank as shown on Schedule 1 attached hereto and incorporated herein by this reference (the“**Blocked Accounts**”), which the Agent, the Board, the Lenders require this Agreement beexecuted in connection therewith.     C. The parties hereto desire to enter into this Agreement in order to set forth their relativerights and duties with respect to the Blocked Accounts and all funds on deposit therein from timeto time.     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementshereinafter set forth, the parties hereto agree as follows:     1. **EFFECTIVENESS.**This Agreement shall take effect immediately upon its execution by allparties hereto and shall supersede any blocked account or similar agreement in effect with respectto the Blocked Accounts.     2. **SECURITY INTEREST; AGENCY**. As collateral security for Company’s obligations to the Agent,the Lenders, the Board and the Supplemental Guarantor under the Loan Agreement and the other LoanDocuments described therein, Company hereby grants to Agent, for the benefit of itself, theLenders, the Board and the Supplemental Guarantor, a present and continuing security interest in(a) the Blocked Accounts, (b) all contract rights and privileges in respect of the BlockedAccounts, and (c) all cash, checks, money orders and other items of value of Company now orhereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) orotherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee orcustodian thereof (collectively, “**Receipts**”), and all proceeds of the foregoing, and Bankacknowledges that this Agreement constitutes notice, in accordance with the Uniform CommercialCode, of Agent’s security interest in such collateral. Agent hereby appoints Bank as Agent’sbailee and pledgee-in-possession for the Blocked Accounts and all Receipts, and Bank hereby acceptssuch appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees tosuch appointment and further agrees that Bank, on behalf of Agent, shall exercise, upon the writteninstructions of Agent, any and all rights which Agent may have under the Loan Agreement, the otherLoan Documents described therein or
 

 
under applicable law with respect to the Blocked Accounts, all Receipts and all othercollateral described in this section.     3. **THE BLOCKED ACCOUNTS.**Bank represents and warrants to Agent that: (i) it maintains theBlocked Accounts for Company, (ii) Exhibit A is a statement or statements produced by Bank in theordinary course of its business regarding the balance in each of the Blocked Accounts at thestatement’s date, and it does not know of any inaccuracy in the statement(s); and (iii) Bank doesnot know of any claim to or interest in the Blocked Accounts, except for claims and interests ofthe parties referred to in this agreement.     4. **CONTROL OF BLOCKED ACCOUNTS**. The parties agree that this Agreement is, among other things,a “control” agreement under the Uniform Commercial Code in the State of Georgia. In accordancetherewith, the parties agree as follows: (i) the Blocked Accounts shall be under the sole dominionand control of Agent; (ii) each Blocked Account shall be maintained by Bank in the name of theCompany; and (iii) to the extent the instructions are in conformity with the terms and conditionsof this Agreement, as determined by Bank in its sole discretion, Bank shall comply withinstructions originated by Agent with respect to this Agreement and the Blocked Account, withoutany further consent of Company. All instructions from Agent to the Bank shall be reasonable andshall be reasonably acceptable to the Bank, and the Bank shall have a reasonable time to complywith such instructions. The Bank may rely upon any instructions from any person that the Bankreasonably believes to be an authorized representative of Agent, provided, however, the Bank shallnot be obligated to comply with any instructions received from an “assignee” of Agent unless anduntil the Bank shall have received written notice from Agent of such assignment.     5. **DEBTOR’S RIGHTS IN BLOCKED ACCOUNTS.**Until receipt of instructions originated by Agentdirecting disposition of the funds in the Blocked Accounts, Company may withdraw funds andotherwise deal with the Blocked Accounts in the ordinary course if its business, and Bank may honorCompany’s instructions with respect to the Blocked Accounts, without further consent of Agent.Upon delivery to Bank of instructions originated by Agent that Agent is exercising its rights todirect disposition of the funds in the Blocked Accounts (a “**Notice of Exclusive Control**”),Company agrees that it will no longer be permitted to withdraw funds from or exercise any authorityof any kind with respect to funds in the Blocked Accounts, that Bank is authorized to, and Bankagrees to, cease complying with directions of Company with respect to the Blocked Accounts, thatAgent shall have the exclusive authority to withdraw, or direct the withdrawal of, funds from theBlocked Accounts, and Company shall have no rights to exercise any authority of any kind withrespect to the Blocked Accounts and the funds deposited therein. So long as this Agreement remainsin effect, the Blocked Accounts will be titled as directed by Agent. By their signatures to thisAgreement, Company hereby authorizes and directs Bank, and Bank agrees, to comply with theinstructions of Agent directing disposition of the funds without further consent of Company and,upon Agent’s delivery of a Notice of Exclusive Control and Agent’s wire instructions to Bank, toforward available funds to such account as may be designated by Agent to Bank in writing from timeto time; provided, however, that any Receipt deposited to any BlockedAccount shall not be released by Bank until such Receipt has beenfully and completely honored as verified by Bank.     6. **FEES.**Upon demand by Bank, Company agrees to pay all usual and customary service charges,transfer fees and account maintenance fees (“**Fees**”) of Bank in connection with
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the Blocked Accounts. In the event Company fails to timely make a payment to Bank of any Feesfor which demand for payment has been made, Bank may thereafter exercise its right of set-offagainst any Blocked Account and any other account of Company maintained with Bank in order torecover payment of the unpaid Fees – which set-off shall be superior to any security interests orliens of Agent.     7. **UNCOLLECTED FUNDS**. Bank shall send to Agent and Company copies of all returned anddishonored Receipts within a commercially reasonable time following Bank’s receipt thereof. If anyReceipt deposited in any Blocked Account is returned unpaid or otherwise dishonored, Bank shallhave the right to both charge such returned or dishonored Receipt against any Blocked Account andany other account of Company maintained with Bank and to demand reimbursement therefor directlyfrom Company. In the event Company fails to timely make a payment to Bank of any of returned ordishonored Receipts for which demand for payment has been made, Bank may thereafter exercise itsright of set-off against any Blocked Account and any other account of Company maintained with Bankin order to recover payment of the returned and dishonored Receipts – which set-off shall besuperior to any security interests or liens of Agent.     8. **SET-OFF.**Except to the extent expressly set forth in the sections “Fees” and “UncollectedFunds” above, Bank agrees that prior to the effective date of a termination of this Agreement, Bankwill not exercise or claim any right of set-off or recoupment against any Blocked Account and theReceipts. And, as to Agent, Bank hereby waives until the effective date of termination of thisAgreement, any right of set-off and any right of recoupment which it may have against the Receipts.     9. **STATEMENTS, CONFIRMATIONS AND NOTICES OF ADVERSE CLAIMS.**Upon Agent’s written request,Bank will send copies of all statements and confirmations for the Blocked Accounts simultaneouslyto Company and Agent. Bank will use reasonable efforts to notify promptly Agent and Company if anyother person claims that it has a property interest in the Blocked Accounts or funds therein.     10. **BANK’S RESPONSIBILITY.**Except for permitting a withdrawal, delivery or payment inviolation of the section entitled “Debtor’s Rights in Blocked Accounts,” Bank will not be liable toAgent for complying with instructions or directions from Company that are received by Bank beforeBank receives and has a reasonable opportunity to act on a Notice of Exclusive Control. Bank willnot be liable to Company for complying with a Notice of Exclusive Control or with instructions ordirections originated by Agent, even if Company notifies Bank that Agent is not legally entitled toissue the instructions or directions or Notice of Exclusive Control, unless Bank takes the actionafter it is served with an injunction, restraining order or other legal process enjoining it fromdoing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act onthe injunction, restraining order or other legal process, or Bank acts in collusion with Agent inviolating Company’s rights.
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     This agreement does not create any obligation of Bank except for those expressly set forth inthis agreement. In particular, Bank need not investigate whether Agent is entitled under Agent’sagreements with Company to give instructions or directions or a Notice of Exclusive Control. Bankmay rely on notices and communications which it believes have been given by the appropriate party.     11. **EXCULPATION OF BANK; INDEMNITY; INTERPLEADER.**The Bank undertakes to perform only suchduties as are expressly set forth in this Agreement and to deal with the Blocked Account with thedegree of skill and care that the Bank accords to all accounts and funds maintained and held by iton behalf of its customers. Company and Agent agree that Bank shall have no liability to either ofthem, and shall have no liability to any of their respective shareholders, directors, executives,officers, members, managers, partners, employees or agents, for any claims, losses, damages andcosts and expenses that either, both or any combination of Company, Agent and their respectiveshareholders, directors, executives, officers, members, managers, partners, employees or agents maysuffer or incur, either directly or indirectly, by reason of this Agreement or Bank’s performanceor non-performance under this Agreement, unless occasioned by the gross negligence or willfulmisconduct of Bank. In no event shall Bank be liable for (i) any claims, losses, damages or costsand expenses resulting from computer malfunctions, computer viruses or system intrusions,interruption of communication facilities, labor difficulties, governmental actions affecting Bankand other similarly situated financial institutions, acts of war, terrorism or civil disobedience,acts typically falling within the concept of “Acts of God” or other causes beyond Bank’s reasonablecontrol and (ii) indirect, special, consequential or punitive damages.     Company agrees to indemnify and hold harmless Bank and its shareholders, directors,executives, officers, employees and agents from and against any and all claims, losses, damages andcosts and expenses suffered or incurred by any one or more of Bank and its shareholders, directors,executives, officers, employees or agents as a result of the assertion of any claim by any personarising out of, or otherwise related to this Agreement or any transaction conducted or serviceprovided by Bank pursuant to this Agreement, other than those ultimately determined to be foundedon gross negligence or willful misconduct of Bank.     If a bankruptcy or insolvency proceeding shall be instituted by or against Company, or if anythird person should assert an adverse claim against any of the Blocked Accounts, whether such aclaim arises by tax lien, execution, attachment, garnishment, levy, the claim of a trustee inbankruptcy or a debtor-in-possession, the claim of a competing lien creditor or otherwise, and Bankdetermines that its interests may be prejudiced or harmed in any respect if it takes any one ormore of the actions contemplated by this Agreement with respect to the Blocked Accounts then Bank,in addition to any other remedies it may possess under this Agreement, at law and in equity, mayrefrain from taking any of such actions and may interplead into the registry of an appropriatestate or federal court situated in the State whose laws govern this Agreement as set forth below,all amounts then on deposit in the Blocked Accounts, all Receipts then in its possession and allReceipts received thereafter by Bank. The cost and expense of such interpleader shall be borne byCompany. In the event of an interpleader in accordance with the foregoing sentences of thissubparagraph, Agent’s security interest in the Blocked Account shall continue unaffected by theinterpleader and Bank’s performance obligations under this Agreement shall abate except forforwarding of Receipts received by it to the court in which such
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interpleader was brought. Upon such interpleader, the Bank will be fully acquitted anddischarged from all liability hereunder to Agent and Company for any obligation performable by theBank for the first time after the filing of such interpleader and the Bank, at any time after thefiling of the interpleader, may terminate all of its performance obligations under this Agreementby giving notice of such termination to Agent and Company fifteen (15) calendar days prior to theeffective date of termination of its obligations, as specified in the notice. Upon receipt ofnotice from Bank that it is terminating its performance obligations under this Agreement, Agentmay, in addition to its other rights and remedies and without terminating this Agreement, appointanother person to succeed to Bank’s position under this Agreement.     12. **TERMINATION; SURVIVAL.**The rights and powers granted herein to Agent have been granted inorder to perfect its security interest in the Blocked Account, are powers coupled with an interestand will not be affected by the bankruptcy of Company or by the lapse of time. Agent may terminatethis agreement by notice to Bank and Company. Bank may terminate this agreement on 30 days’ noticeto Agent and Company. In the event of the notice of termination of this Agreement by Bank, itshall promptly deliver to Agent (or its nominee) all funds on deposit in the Blocked Account on theeffective date of termination. Any liability or obligation of Bank which arises prior to or uponthe termination of this Agreement shall survive the termination of this Agreement. If Agentnotifies Bank that Agent’s security interest in the Blocked Accounts has terminated, this Agreementwill immediately terminate. The section entitled “Exculpation of Bank; Indemnity; Interpleader”will survive termination of this Agreement.     13. **MISCELLANEOUS PROVISIONS.**     (a) **Governing Law.**This Agreement and the Blocked Accounts will be governed by thelaws of the State of Georgia. Bank and Company may not change the law governing the BlockedAccounts without Agent’s express written agreement.     (b) **Entire Agreement.**This Agreement is the entire agreement, and supersedes any prioragreements and contemporaneous oral agreements, of the parties concerning its subjectmatter.     (c) **Amendments.**No amendment of, or waiver of a right under, this Agreement will bebinding unless it is in writing and signed by each party hereto.     (d) **Severability.**To the extent a provision of this Agreement is unenforceable, thisAgreement will be construed as if the unenforceable provision were omitted.     (e) **Successors and Assigns.**A successor to or assignee of Agent’s rights andobligations under the security agreement between Agent and Company will succeed to Agent’srights and obligations under this Agreement.     (f) **Conflicting Agreements.**In the event of a conflict between this Agreement and anyother agreement between Bank and Company, the terms of this Agreement shall prevail.
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     (g) **Notices.**All notices, requests or other communications given to Company, Bank orAgent shall be given in writing (including by facsimile) at the address specified below:   Agent: Citibank, N.A., Agency and Trust Department  388 Greenwich Street, 14th Floor  New York, New York 10013  Attention: Fernando Moreyra, AVP  Telephone: (212) 816-5740  Facsimile: (212) 816-5530   Bank: Wachovia Bank, National Association  3414 Peachtree Road, GA9768  Suite 500  Atlanta, GA 30326  Attention: Michael J. Romano  Telephone: (404) 240- 2584  Facsimile: (404) 225-4066     And     Wachovia Bank, National Association  Mail Code VA7391  10 South Jefferson Street  Roanoke, VA 24011   Company: World Air Holdings, Inc.  HLH Building  101 World Drive  Peachtree City, GA 30269  Attention: General Counsel  Telephone: (770) 632-8000  Facsimile: (770) 632-8048   [Signature Page Follows]
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     IN WITNESS WHEREOF, each of the parties has executed and delivered this Blocked AccountAgreement as of the day and year first above set forth.         **WACHOVIA BANK, NATIONAL ASSOCIATION**           By: /s/ Michael J. Romano Name: Michael J. Romano      Title: Vice President           **WORLD AIR HOLDINGS, INC.**           By: /s/ Gilberto M. Duarte, Jr. Name: Gilberto M. Duarte, Jr.      Title: Chief Financial Officer           **CITIBANK, N.A., as Agent**           By: /s/ Fernando Moreyra Name: Fernando Moreyra      Title: Assistant Vice President  
Signature Page to Blocked Account Agreement

 
Schedule 1     Account No. Description   2000022243348 Master Account  
 

 
EXHIBIT A