Exhibit 4.6


 


NOTICE OF REFINANCING AND SUPPLEMENT NO. 1 dated as
of September 29, 2009 (this “Supplement”) to the INTERCREDITOR
AGREEMENT dated as of August 13, 2009 (the “Intercreditor Agreement”)
by and among GLOBAL AVIATION HOLDINGS INC., a Delaware corporation (“Parent”),
each other Grantor from time to time party thereto, WELLS FARGO BANK, NATIONAL
ASSOCIATION, in its capacity as collateral agent under the First-Lien Documents
(the “First-Lien Collateral Agent”), and JEFFERIES FINANCE LLC, in its
capacity as collateral agent under the Second-Lien Documents (the “Departing
Second-Lien Collateral Agent”).


 


A.            Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Intercreditor Agreement.


 


B.            Concurrently with the execution and
delivery of this Supplement, Parent is entering into (i) a Second-Lien
Term Loan Credit Agreement, dated as of September 29, 2009 (the “New
Second-Lien Credit Agreement”), by and among Parent and each of the other
borrower signatories thereto as Borrowers (the “Borrowers”), certain
other subsidiaries of Parent party thereto, as Guarantors (the “Guarantors”
and, together with the Borrowers, the “Credit Parties”), the lenders
signatory thereto from time to time (such lenders, together with their
successors, assigns and transferees, the “New Lenders”), Wells Fargo
Bank, National Association, as administrative agent (in such capacity, the “New
Second-Lien Administrative Agent”) and as collateral agent (in such
capacity the “New Second-Lien Collateral Agent”), and the other agents
and arrangers party thereto, (ii) a new Second-Lien Security Agreement
(the “New Second-Lien Security Agreement”), dated as of September 29,
2009, by the Credit Parties in favor of the New Second-Lien Collateral Agent
and (iii) certain other “Loan Documents” referred to therein and related
thereto (collectively with the New Second-Lien Credit Agreement and the New
Second-Lien Security Agreement, the “New Second-Lien Documents”), for
the purpose of refinancing and replacing (x) the Second-Lien Term Loan
Credit Agreement, dated as of August 13, 2009, among the Credit Parties,
the lenders party thereto (the “Departing Second-Lien Lenders”),
Jefferies Finance LLC, as administrative agent, and the Departing Second-Lien
Collateral Agent (the “Jefferies Credit Agreement”), (y) the
Second-Lien Security Agreement, dated as of August 13, 2009, by the Credit
Parties in favor of the Departing Second-Lien Collateral Agent and (z) the
other Second-Lien Documents related thereto, respectively.


 


C.            Pursuant to Section 8.8 of the
Intercreditor Agreement, if any of the Issuers enters into any Refinancing of
any Second-Lien Document evidencing a Second-Lien Obligation which Refinancing
is permitted by the Intercreditor Agreement, then a Discharge of Second-Lien
Obligations under the Intercreditor Agreement shall automatically be deemed not
to have occurred for all purposes of the Intercreditor Agreement, and the
obligations under such Refinancing shall automatically be treated as
Second-Lien Obligations for all purposes of the Intercreditor Agreement,
including for purposes of the Lien priorities and rights in respect of
Collateral set forth therein, and the collateral agent in respect of such
Refinancing shall be the Second-Lien Collateral Agent for all purposes of the
Intercreditor Agreement (but otherwise subject to the provisions of clause (x) of
the proviso to the first sentence of Section 9.3 thereof).


 

















 


D.            Pursuant to Section 9.3 of the
Intercreditor Agreement, to the extent that the Second-Lien Credit Agreement is
Refinanced with Permitted Second Lien Refinancing Indebtedness, the Liens on
all of the Collateral securing such Permitted Second Lien Refinancing
Indebtedness (including on the ATA Collateral) shall be junior and subordinated
to the Liens on all of the Collateral (including the ATA Collateral) securing
the First-Lien Obligations on the terms set forth in the Intercreditor
Agreement.


 


E.             As a condition to the effectiveness
of the New Second-Lien Credit Agreement, the Credit Parties must grant to the
New Second-Lien Collateral Agent (for the benefit of the New Second-Lien
Lenders and the other new “Second-Lien Creditors”) Liens on the Collateral to
secure the Obligations under the New Second-Lien Credit Agreement and the
related Second-Lien Documents.


 


Accordingly,
the Departing Second-Lien Collateral Agent, the First-Lien Collateral Agent,
the New Second-Lien Collateral Agent, and the Grantors agree as follows:


 


SECTION 1.  Pursuant to Section 8.8 of the Intercreditor
Agreement, the Issuers hereby give notice to the First-Lien Collateral Agent
that, concurrently with the execution and delivery of this Supplement, the
Credit Parties are entering into the New Second-Lien Documents, including the
New Second-Lien Credit Agreement and the New Second-Lien Security Agreement, to
Refinance the Obligations under the Jefferies Credit Agreement and related
Second-Lien Documents.  The collateral
agent under the New Second-Lien Documents is Wells Fargo Bank, National
Association.  The First-Lien Collateral
Agent hereby confirms its obligation to promptly enter into such documents and
agreements in order to provide to the New Second-Lien Collateral Agent the
rights contemplated by the Intercreditor Agreement, in each case consistent in
all material respects with the terms of the Intercreditor Agreement.


 


SECTION 2.  The New Second-Lien Collateral Agent agrees
on behalf of the New Second-Lien Lenders, the other new Second-Lien Creditors
under the New Second-Lien Credit Agreement and on its own behalf to be subject
to the Intercreditor Agreement on the same terms and in the same capacity as
the Departing Second-Lien Lenders, the other departing Second-Lien Creditors
under the Jefferies Credit Agreement and the Departing Second-Lien Collateral
Agent, respectively, were subject to the Intercreditor Agreement heretofore; provided,
that the Liens on all of the Collateral securing such the Second-Lien
Obligations under the New Second-Lien Credit Agreement and related Second-Lien
Documents (including on the ATA Collateral) shall be junior and subordinated to
the Liens on all of the Collateral (including the ATA Collateral) securing the
First-Lien Obligations as provided in Section 9.3 of the Intercreditor
Agreement, all on the terms set forth in the Intercreditor Agreement.  As of the date hereof, the New Second-Lien
Collateral Agent shall be the “Second-Lien Collateral Agent”, the New
Second-Lien Administrative Agent shall be the “Second-Lien Administrative Agent”,
the New Second-Lien Credit Agreement shall be the “Second-Lien Credit Agreement”,
the New Second-Lien Security Agreement shall be the “Second-Lien Security
Agreement” and the New Second-Lien Lenders shall be the “Second-Lien Lenders”,
in each case for all purposes of the Intercreditor Agreement, and each
reference to “Second-Lien Obligations” shall include the Obligations under the
New Second-Lien Credit Agreement and the other New Second-Lien 


 


2

















 


Documents.  Pursuant to Section 8.8 of the
Intercreditor Agreement, the Discharge of Second-Lien Obligations pursuant to
the transactions contemplated hereby shall automatically be deemed not to have
occurred for all purposes of the Intercreditor Agreement.


 


SECTION 3.  By its signature, each Person executing this
Supplement on behalf of a party hereto represents and warrants to the other
parties hereto that it is duly authorized to execute this Supplement.


 


SECTION 4.  For the purposes of Section 9.8 of the
Intercreditor Agreement, the address of the New Second-Lien Collateral Agent
shall be as set forth opposite such New Second-Lien Collateral Agent’s name on
the signature page hereto.


 


SECTION 5.  This Supplement shall become effective when
each of the Departing Second-Lien Collateral Agent and the First-Lien
Collateral Agent shall have received a counterpart of this Supplement that
bears the signature of each party hereto. 
Delivery of an executed signature page to this Supplement by
facsimile or other electronic method of transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement.


 


SECTION 6.  Except as expressly supplemented hereby, the
Intercreditor Agreement shall remain in full force and effect.


 


SECTION 7.  The provisions of Sections 9.1, 9.2, 9.3,
9.7, 9.10, 9.11, 9.13 and 9.14 of the Intercreditor Agreement are hereby
incorporated herein by reference mutatis mutandis.


 


[signatures follow]


 


3

















 


IN
WITNESS WHEREOF, the Departing Second-Lien Agent (on behalf of itself and the
Departing Second-Lien Lenders), the First-Lien Collateral Agent (on behalf of
itself and the First-Lien Creditors), the New Second-Lien Collateral Agent (on
behalf of itself and the New Second-Lien Lenders) and the Grantors, have caused
this Supplement to be duly executed and delivered as of the date first above
written.


 


	
   

  	
  FIRST-LIEN
  COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, in its
  capacity as First-Lien Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth T. Wagner

  
	
   

  	
   

  	
  Name:
  Elizabeth T. Wagner

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[Signature Page to Amendment
to Intercreditor Agreement]


 

















 


	
   

  	
  DEPARTING
  SECOND-LIEN COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
  JEFFERIES FINANCE LLC, in its capacity as
  Departing Second-Lien Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  E. J. Hess

  
	
   

  	
   

  	
  Name:
  E. J. Hess

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


[Intercreditor Agreement
Notice & Supplement]


 

















 


	
  Notice
  Address:

  	
  NEW
  SECOND-LIEN COLLATERAL AGENT

  
	
  525
  Marquette Ave.

  	
   

  
	
  Minneapolis,
  MN

  Attention: Dawn Bergstrom

  Telephone No.: (612) 557-7390

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, in its
  capacity as New Second-Lien Collateral Agent

  
	
  Telecopier
  No.: (612) 557-9225

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Bergstrom

  
	
   

  	
   

  	
  Name:
  David Bergstrom

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


[Signature Page to
Notice of Refinancing and Supplement No 1 (ICA Supp)]


 

















 


	
   

  	
  GLOBAL
  AVIATION HOLDINGS INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name: Mark M. McMillin

  
	
   

  	
   

  	
  Title: General Counsel & Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  AMERICAN AIRLINES, INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name: Mark M. McMillin

  
	
   

  	
   

  	
  Title: General Counsel & Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLD
  AIRWAYS, INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name: Mark M. McMillin

  
	
   

  	
   

  	
  Title: General Counsel & Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  ATA ACQUISITION INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name: Mark M. McMillin

  
	
   

  	
   

  	
  Title: General Counsel & Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  ATA INVESTMENT INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name: Mark M. McMillin

  
	
   

  	
   

  	
  Title: General Counsel & Corporate
  Secretary

  



 


[Signature
Page to Intercreditor Agreement Supplement]


 

















 


	
   

  	
  WORLD AIR HOLDINGS, INC.,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name:  Mark
  M. McMillin

  
	
   

  	
   

  	
  Title: 
  General Counsel & Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLD
  AIRWAYS PARTS COMPANY, LLC,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name:  Mark
  M. McMillin

  
	
   

  	
   

  	
  Title: 
  General Counsel & Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL
  AVIATION VENTURES SPV LLC,

  
	
   

  	
  as
  Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark M. McMillin

  
	
   

  	
   

  	
  Name:  Mark
  M. McMillin

  
	
   

  	
   

  	
  Title: 
  General Counsel & Corporate Secretary

  



 


[Signature Page to
Intercreditor Agreement Supplement]