**Exhibit 10.15**BLOCKED ACCOUNT AGREEMENT          THIS BLOCKED ACCOUNT AGREEMENT (this “**Agreement**”) is made and entered into as ofDecember 30, 2003 by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association(“**Bank**”), WORLD AIRWAYS, INC., a Delaware corporation (“**Company**”), and CITIBANK,N.A., as Collateral Agent (“**Agent**”), for the benefit of itself and the Lenders, the Boardand the Supplemental Guarantor (as such terms are defined in the Loan Agreement referenced below).          A. Pursuant to that certain Loan Agreement dated as of December 30, 2003 among the Company,the Agent, 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 Lendershave agreed to make loans and extend other financial accommodations to Company.          B. Company has established certain accounts with Bank as shown on Schedule 1 attachedhereto and incorporated herein by this reference (the “**Blocked Accounts**”).          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:**EFFECTIVENESS.**This Agreement shall take effect immediately upon its execution by all partieshereto and shall supersede any blocked account or similar agreement in effect with respect to theBlocked Accounts.**SECURITY INTEREST; AGENCY**. As collateral security for Company’s obligations to the Agent, theLenders, 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; provided that the parties heretoexpressly acknowledge that Company’s deposit account with Bank bearing account number 2000017866280is not a Blocked Account, is not considered a Receipt, and is not subject to the terms of thisAgreement. Agent hereby appoints Bank as Agent’s bailee and pledgee-in-possession for the BlockedAccounts and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by theterms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank,on behalf of Agent, shall exercise, upon the
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written instructions of Agent, any and all rights which Agent may have under the Loan Agreement,the other Loan Documents described therein or under applicable law with respect to the BlockedAccounts, all Receipts and all other collateral described in this section.**THE BLOCKED ACCOUNTS.**Bank represents and warrants to Agent that: (i) it maintains the BlockedAccounts for Company, (ii) Exhibit A is a statement or statements produced by Bank in the ordinarycourse of its business regarding the balance in each of the Blocked Accounts at the statement’sdate, and it does not know of any inaccuracy in the statement(s); and (iii) Bank does not know ofany claim to or interest in the Blocked Accounts, except for claims and interests of the partiesreferred to in this agreement.**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.**DEBTOR’S RIGHTS IN BLOCKED ACCOUNTS.**Until receipt of instructions originated by Agent directingdisposition of the funds in the Blocked Accounts, Company may withdraw funds and otherwise dealwith the Blocked Accounts in the ordinary course if its business, and Bank may honor Company’sinstructions with respect to the Blocked Accounts, without further consent of Agent. Upon deliveryto Bank of instructions originated by Agent that Agent is exercising its rights to directdisposition of the funds in the Blocked Accounts (a “**Notice of Exclusive Control**”), Companyagrees that it will no longer be permitted to withdraw funds from or exercise any authority of anykind with respect to funds in the Blocked Accounts, that Bank is authorized to, and Bank agrees to,cease complying with directions of Company with respect to the Blocked Accounts, that Agent shallhave the exclusive authority to withdraw, or direct the withdrawal of, funds from the BlockedAccounts, and Company shall have no rights to exercise any authority of any kind with respect tothe Blocked Accounts and the funds deposited therein. So long as this Agreement remains in effect,the Blocked Accounts will be titled as directed by Agent. By their signatures to this Agreement,Company hereby authorizes and directs Bank, and Bank agrees, to comply with the instructions ofAgent directing disposition of the funds without further consent of Company and, upon Agent’sdelivery of a Notice of Exclusive Control and Agent’s wire instructions to Bank, to forwardavailable funds to such account as may be designated by Agent to Bank in writing from time to time.
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**FEES.**Upon demand by Bank, Company agrees to pay all usual and customary service charges, transferfees and account maintenance fees (“**Fees**”) of Bank in connection with the Blocked Accounts.In the event Company fails to timely make a payment to Bank of any Fees for which demand forpayment has been made, Bank may thereafter exercise its right of set-off against any BlockedAccount and any other account of Company maintained with Bank in order to recover payment of theunpaid Fees – which set-off shall be superior to any security interests or liens of Agent. If forany reason Bank is unable to recover payment in full of the unpaid Fees from any Blocked Accountand such other accounts through exercise of the right of set-off, including applicable lawprohibiting set-off against any of such accounts, then Agent shall pay the unpaid Fees to Bankwithin fifteen (15) business days of receipt of written demand for payment from Bank.**UNCOLLECTED FUNDS**. Bank shall send to Agent and Company copies of all returned and dishonoredReceipts within a commercially reasonable time following Bank’s receipt thereof. If any Receiptdeposited in any Blocked Account is returned unpaid or otherwise dishonored, Bank shall have theright to both charge such returned or dishonored Receipt against any Blocked Account and any otheraccount of Company maintained with Bank and to demand reimbursement therefor directly from Company.In the event Company fails to timely make a payment to Bank of any of returned or dishonoredReceipts for which demand for payment has been made, Bank may thereafter exercise its right ofset-off against any Blocked Account and any other account of Company maintained with Bank in orderto recover payment of the returned and dishonored Receipts – which set-off shall be superior to anysecurity interests or liens of Agent. If for any reason Bank is unable to recover payment in fullin the manner provided in the preceding sentence, then Agent shall pay the amount of such returnedor dishonored Receipt within fifteen (15) business days of receipt of written demand for paymentfrom Bank.**SET-OFF.**Except to the extent expressly set forth in the sections “Fees” and “Uncollected Funds”above, Bank agrees that prior to the effective date of a termination of this Agreement, Bank willnot 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.**STATEMENTS, CONFIRMATIONS AND NOTICES OF ADVERSE CLAIMS.**Upon Agent’s written request, Bank willsend copies of all statements and confirmations for the Blocked Accounts simultaneously to Companyand Agent. Bank will use reasonable efforts to notify promptly Agent and Company if any otherperson claims that it has a property interest in the Blocked Accounts or funds therein.**BANK’S RESPONSIBILITY.**Except for permitting a withdrawal, delivery or payment in violation of thesection entitled “Debtor’s Rights in Blocked Accounts,” Bank will not be liable to Agent forcomplying with instructions or directions from Company that are received by Bank before Bankreceives and has a reasonable opportunity to act on a Notice of Exclusive Control. Bank will not beliable 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
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enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonableopportunity to act on the injunction, restraining order or other legal process, or Bank acts incollusion with Agent in violating Company’s rights.This agreement does not create any obligation of Bank except for those expressly set forth in thisagreement. 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.**EXCULPATION OF BANK; INDEMNITY; INTERPLEADER.**The Bank undertakes to perform only such duties asare expressly set forth in this Agreement and to deal with the Blocked Account with the degree ofskill and care that the Bank accords to all accounts and funds maintained and held by it on behalfof its customers. Company and Agent agree that Bank shall have no liability to either of them, andshall have no liability to any of their respective shareholders, directors, executives, officers,members, managers, partners, employees or agents, for any claims, losses, damages and costs andexpenses that either, both or any combination of Company, Agent and their respective shareholders,directors, executives, officers, members, managers, partners, employees or agents may suffer orincur, either directly or indirectly, by reason of this Agreement or Bank’s performance ornon-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 and costs andexpenses 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 any thirdperson should assert an adverse claim against any of the Blocked Accounts, whether such a claimarises by tax lien, execution, attachment, garnishment, levy, the claim of a trustee in bankruptcyor a debtor-in-possession, the claim of a competing lien creditor or otherwise, and Bank determinesthat its interests may be prejudiced or harmed in any respect if it takes any one or more of theactions contemplated by this Agreement with respect to the Blocked Accounts then Bank, in additionto any other remedies it may possess under this Agreement, at law and in equity, may refrain fromtaking any of such actions and may interplead into the registry of an appropriate state or federalcourt situated in the State whose laws govern this Agreement as set forth below, all amounts thenon deposit in the Blocked Accounts, all Receipts then in its possession and all Receipts receivedthereafter by Bank. The cost and expense of such
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interpleader shall be borne by Company. In the event of an interpleader in accordance with theforegoing sentences of this subparagraph, Agent’s security interest in the Blocked Account shallcontinue unaffected by the interpleader and Bank’s performance obligations under this Agreementshall abate except for forwarding of Receipts received by it to the court in which suchinterpleader was brought. Upon such interpleader, the Bank will be fully acquitted and dischargedfrom all liability hereunder to Agent and Company for any obligation performable by the Bank forthe first time after the filing of such interpleader and the Bank, at any time after the filing ofthe interpleader, may terminate all of its performance obligations under this Agreement by givingnotice of such termination to Agent and Company fifteen (15) calendar days prior to the effectivedate of termination of its obligations, as specified in the notice. Upon receipt of notice fromBank that it is terminating its performance obligations under this Agreement, Agent may, inaddition to its other rights and remedies and without terminating this Agreement, appoint anotherperson to succeed to Bank’s position under this Agreement.**TERMINATION; SURVIVAL.**The rights and powers granted herein to Agent have been granted in order toperfect its security interest in the Account, are powers coupled with an interest and will not beaffected by the bankruptcy of Company or by the lapse of time. Agent may terminate this agreementby notice to Bank and Company. Bank may terminate this agreement on 30 days’ notice to Agent andCompany. In the event of the notice of termination of this Agreement by Bank, it shall promptlydeliver to Agent (or its nominee) all funds on deposit in the Account on the effective date oftermination. Any liability or obligation of Bank which arises prior to or upon the termination ofthis Agreement shall survive the termination of this Agreement. If Agent notifies Bank thatAgent’s security interest in the Blocked Accounts has terminated, this agreement will immediatelyterminate. The section entitled “Exculpation of Bank; Indemnity; Interpleader” will survivetermination of this Agreement.**MISCELLANEOUS PROVISIONS. Governing Law.**This Agreement and the Blocked Accounts will be governedby the laws of the State of Georgia. Bank and Company may not change the law governing the BlockedAccounts without Agent’s express written agreement. **Entire Agreement.**This Agreement is theentire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of theparties concerning its subject matter. **Amendments.**No amendment of, or waiver of a right under,this Agreement will be binding unless it is in writing and signed by each party hereto.**Severability.**To the extent a provision of this Agreement is unenforceable, this Agreement will beconstrued as if the unenforceable provision were omitted. **Successors and Assigns.**A successor toor assignee of Agent’s rights and obligations under the security agreement between Agent andCompany will succeed to Agent’s rights and obligations under this Agreement. **ConflictingAgreements.**In the event of a conflict between this Agreement and any other agreement between Bankand Company, the terms of this Agreement shall prevail. **Notices.**All notices, requests or othercommunications given to Company, Bank or Agent shall be given in writing (including by facsimile)at the address specified below:
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     Agent: Citibank, N.A., Agency and Trust   111 Wall Street, 14th Floor, Zone 3   New York, NY 10043 Attention: Fernando Moreyra, AVP Telephone: (212) 657-0955 Facsimile: (212) 657-3862     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 Airways, 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 Account Agreementas of the day and year first above set forth.         **WACHOVIA BANK, NATIONAL ASSOCIATION**           By: