Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event greater than the maximum interest rate permitted by applicable law). Lease: the Lease Agreement dated as of March 31, 1995 between the Lessor and the Sublessor and pertaining to the...

Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

Lease: the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

Loan: a non-recourse loan made by a Loan Participant to the Lessor.

Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

(1) the present value as of such date of the
installments of principal and interest payable on the Loan
Certificates outstanding (assuming the Loan Certificates were paid in
accordance with the terms thereof and also assuming, for any date on
or before the [ * ] anniversary of the Closing Date, that the
principal amount of the Loan Certificates shall be paid in full on
the [ * ] anniversary of the Closing Date), computed by Newcourt
Credit Group Inc. (or any successor "Quoting Agent" under the
Mortgage) using a discount rate equal to the average yield to
maturity compounded monthly for marketable United States

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Treasury securities having a constant maturity (as indicated on the
Telerate Screen or, if that is not then available, any publicly
available source of similar market data acceptable to the Loan
Participants), closest to the then-remaining Weighted Average Life to
Maturity of the Loan Certificates over

(2) the outstanding principal amount of the Loan
Certificates as of such date (assuming the Loan Certificates were
paid in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.

"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate. "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [ * ] anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [ * ] anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

Mortgage: the Loan and Security Agreement, dated as of March 31,
1995, between the Loan Trustee and the Lessor, pertaining to the Aircraft.

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3

Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [ * ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

Parts: all appliances, parts, instruments, appurtenances,
accessories, furnishings, and other equipment of whatever nature (other than
complete Engines, engines, Propellers, propellers, or parts thereof with
respect to the Airframe; other than Propellers, propellers, or parts thereof
with respect to an Engine; and other than Removable Improvements or parts
thereof), from time to time incorporated in the Airframe, an Engine, or a
Propeller (or removed therefrom, if title remains in the Lessor under Section
12(d)).

Payment/Bankruptcy Default: a Default as set forth in Section 17(a)
or (g), or an Event of Default.

Permitted Air Carrier: (1) any United States "air carrier" (as
defined in Section 101(3) of the Federal Aviation Act) who is a Section 1110
Person, or (2) after December 31, 2002, (a) any foreign air carrier that is
principally based in and operating pursuant to a license issued under the laws
of a country that has ratified the Convention on the International Recognition
of Rights in Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the
British Commonwealth, except in either case any country that does not then
maintain full diplomatic relations with the United States and Canada or in
which it would constitute a breach of applicable law for the Sublessor, the
Lessor, the Loan Trustee, the Owner Participant, or any Loan Participant to
engage directly or indirectly in business, or (b) ATR or any Affiliate of ATR.

Permitted Lien: a Lien permitted under Section 10.

Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).

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4

Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

Propeller: either of the two Xxxxxxxx Standard model 247F-1
propellers listed by manufacturer's serial number in the Equipment Schedule,
whether or not from time to time installed on the Airframe or an Engine or on
any other airframe or engine, including any Replacement Propeller substituted
for a Propeller under this Sublease, and including all Parts incorporated in
such propeller (or removed therefrom, if title thereto remains in the Lessor
under Section 12(d)).

Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

Removable Improvements: defined in Section 12(e).

Renewal Term: defined in Section 3(h).

Rent: Basic Rent and Supplemental Rent.

Replacement Engine: a Xxxxx & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section 7(c) or 12(b).

Replacement Parts: defined in Section 12(d).

Replacement Propeller: a Xxxxxxxx Standard model 247F-1 propeller of
a model year the same as or later than, and having a value, utility,
performance, efficiency, and remaining useful life at least equal to, the
propeller replaced (determined without regard to hours or cycles remaining
until the next scheduled overhaul, but assuming that the propeller replaced was
in the condition required by this Sublease), which is substituted for a
Propeller hereunder pursuant to Section 7(c) or 12(b).

Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section 40102) holding an air carrier operating certificate issued
by the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.

8
5

SLV Date: defined in Section 14(a)(ii).

Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section 3(h), in
either case adjusted as required by Section 3(d).

Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

[ * ]

Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

Sublessee's Counsel: Xxxxxx, Xxxxxxx & Xxxxxx, P.C.

Supplemental Rent: defined in Section 3(c).

Term: the Basic Term and any Renewal Term(s).

Termination Date: the [ * ] anniversary of the date of this
Sublease.

Transaction Documents: the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [ * ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
xxxx of sale and FAA Xxxx of Sale for the Aircraft.

Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

(b) USAGE. Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to". "Or" means one or more, or
all, of the alternatives listed or described. "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears). References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.

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6

2. AGREEMENT TO SUBLEASE AIRCRAFT.

The Sublessor shall lease the Aircraft to the Sublessee hereunder,
and the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

3. TERM AND RENT; [ * ] TERMINATION; RENEWAL.

(a) TERM. The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

(b) BASIC RENT. The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft. To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

(1) on the date provided herein or in the applicable
Operative Documents, any amount (other than Basic Rent or Stipulated
Loss Value) which the Sublessee assumes, in writing, the obligation
to pay, or agrees, in writing, to pay, under any Operative Document
to any Indemnitee;

(2) on the date provided herein, any amount payable
hereunder as Stipulated Loss Value (including any Make-Whole Premium
included therein); and

(3) on demand, to the extent permitted by applicable law,
interest (computed on the basis of a 360-day year and actual days
elapsed) at the Late Payment Rate on any payment of Rent to the
extent not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

(d) ADJUSTMENTS TO BASIC RENT, [ * ], AND STIPULATED LOSS
VALUE. Basic Rent shall be adjusted as of the [ * ] anniversary of the
Closing Date, based on the difference between the Debt Rate effective on the
Closing Date and the Debt Rate effective on the [ * ] anniversary of the
Closing Date, in the manner described in Exhibit B to the Sublease Supplement.
Stipulated Loss Value and the [ * ] under this Sublease shall be adjusted to
equal Stipulated Loss Value and the

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[ * ] under the Lease. Basic Rent and Stipulated Loss Values also
shall be adjusted to the extent provided by the Sublease Tax Indemnity
Agreement.

Any adjustment required by this Section 3(d) shall be determined by
the Sublessor, subject to verification by Sublessee, and shall be effective as
soon as possible. Such adjustment shall be evidenced by the execution and
delivery by the Sublessor and the Sublessee of a sublease amend ment, but
failure to execute and deliver such sublease amendment shall not prevent or
delay the effectiveness of the adjustment required by the preceding paragraph.
If requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section 3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount. Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct. The Verifying Firm shall be requested to make its
determination within 30 days. If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations. The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor. In the absence of manifest error, such
verification shall be final and binding on the parties hereto. The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

(e) PAYMENT. Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee). All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

(f) [ * ] CONTINUATION. Upon the Sublessee's delivery of the
Continuation Notice, if no Default exists through and including the Termination
Date, the Sublessee shall have the right at its option to continue the Term of
this Sublease through
[ * ] . Such continuation right shall
be exercised in a written

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8

notice, from the Sublessee to the Sublessor, delivered at least 180 days prior
to the [ * ] (the "Continuation Notice"). That notice shall be
irrevocable. If, after receiving the Continuation Notice, the Sublessor
notifies the Sublessee in writing of an alleged Default, then for the purposes
of this Section 3(f), the Sublessee shall have 15 days in which to cure a
monetary Default and 30 days in which to cure a non-monetary Default after
receiving such notice. Upon the cure (or the Sublessor's waiver) of any
Default and the Sublessee's continued fulfillment of its obligations under the
Operative Documents thereafter, the Sublessee's exercise of the foregoing
continuation option shall be in full force and effect.

Unless the foregoing Continuation Notice is timely given, then, on the
[ * ] , and the obligation of the Sublessee to pay
all installments of Basic Rent due on or after but not before the [ * ]
shall terminate, and the Sublessee shall deliver the Aircraft to or at the
direction of the Sublessor in the same manner as if delivery were made to the
Sublessor pursuant to Section 7.

(g) RENEWAL OPTION. Unless a Payment/Bankruptcy Default or
Event of Default exists at the time of the giving of irrevocable notice
referred to in this paragraph or at the time of the commencement of the
applicable Renewal Term, the Sublessee, at its option, may renew this Sublease
for up to three years, in one or two successive renewal terms (each a "Renewal
Term"), with the first Renewal Term to commence upon the expiration of the
Basic Term. Each Renewal Term shall be for at least one year. This renewal
right shall be exercised upon irrevocable written notice from the Sublessee to
the Sublessor of the Sublessee's election so to renew this Sublease given not
less than 180 days and not more than 360 days before the end of the Basic Term
or any Renewal Term. That notice shall explicitly request that the Sublessor
give notice to the Lessor to renew the Lease under Section 3(h) thereof. If
the Sublessee fails to exercise any option to extend the term of this Sublease
for any Renewal Term in accordance with the provisions of this paragraph, all
of the Sublessee's rights to extend the term hereof for such Renewal Term and
any subsequent Renewal Term shall expire.

All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

4. NET SUBLEASE.

This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any

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abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part. To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

5. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

(a) SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

(1) Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business

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substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

(2) Due Authorization; Enforceability; No Violation. Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity. The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

(3) Government Approvals, Notices, and Filings. No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

(4) Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

(5) Taxes. The Sublessee has filed all tax returns which it was
or is required to file, and has paid all taxes shown to be due and payable on
such returns or on any assessment received by it, except any such taxes as are
being contested diligently in good faith, and by appropriate proceedings, and
as to which adequate reserves have been provided in accordance with GAAP.

(6) Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation

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applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

(7) ERISA. The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section 502(c) of ERISA or any tax imposed by Code Section 4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section 3 of ERISA) maintained by
Sublessee. There has been no reportable event (as defined in Section 4043(b)
of ERISA) with respect to any such employee pension benefit plan. There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation. No accumulated funding deficiency
(as defined in Section 302 of ERISA or Code Section 412), whether or not
waived, exists with respect to any such employee pension benefit plan.

(8) No Sublease Default or Event of Loss. No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby. No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

(9) Title. On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

(10) Condition of Aircraft. On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

(11) UCC Location. The Sublessee's chief executive office and
chief place of business (for purposes of Article 9 of the Uniform Commercial
Code) is located at 000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx (Xxxxxx
Xxxxxx), Xxxxxxx 00000-0000.

(12) Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

(13) Section 1110. The Sublessee is a Section 1110 Person. At
all times during the Term, the Sublessor shall be entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.

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12

(14) Subsidiaries; Stock Ownership. The Sublessee owns 100% of
the outstanding stock of ASA Investments, Inc. and has no material stock or
other equity investment in any other corporation, partnership, or other Person.

(15) Investment Company Status. The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

(b) SUBLESSEE'S AGREEMENTS. The Sublessee agrees that:

(1) Corporate Existence. The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section 5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

(2) Merger, Sale, etc.; Change in Control. The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

(aa) the corporation formed by such consolidation or
the person who acquires by conveyance, transfer, or lease all or
substantially all of the Sublessee's assets as an entirety (the
Successor) or the Sublessee, as applicable, (x) is a corporation
organized and existing under the laws of the United States of America
or any state or the District of Columbia, and (y) is a Section 1110
Person; and, in the case of such consolidation, sale, conveyance,
transfer, or lease, the Successor (i) executes and delivers to the
Sublessor an agreement, in form and substance satisfactory to the
Sublessor, containing an assumption by the Successor of the due and
punctual performance and observance of Sublessee's obligations under
the Operative Documents, and (ii) makes such filings and recordings,
including any filing or recording with the FAA pursuant to the
Federal Aviation Act and any filing under the UCC, as are necessary
to evidence such consolidation, merger, sale, conveyance, transfer,
or lease with or to the Successor;

(bb) immediately after giving effect to such
transaction, (x) no Default exists, and (y) the Successor's business,
assets, operations, condition (financial or otherwise), and financial
and other ability to perform its obligations under the Lease will not
be adversely affected by such transaction in any material respect;

(cc) immediately after giving effect to such
transaction and for at least 90 days thereafter, the Sublessee or the
Successor (as applicable) shall maintain a minimum tangible net worth
(in accordance with GAAP) of [ * ]; and

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13

(dd) the Successor delivers to the Sublessor, upon
consummation of such transaction, an officer's certificate stating
that the conditions precedent set forth in clause(s) (aa), (bb), and
(cc) have been complied with (except as to future maintenance of
tangible net worth) and an opinion of counsel for the Successor, in
form and substance satisfactory to the Sublessor, stating that the
agreements entered into to effect such consolidation, merger, sale,
conveyance, transfer, or lease and such assumption agreements have
been duly authorized, executed, and delivered by the Successor and
that they (and the Operative Documents so assumed) constitute legal,
valid, and binding obligations of the Successor, enforceable in
accordance with their terms (to the same extent as the Operative
Documents so assumed were enforceable against the Sublessee
immediately before such transaction); and that all conditions
precedent which are legal in nature provided for in this Agreement
and relating to such transaction have been fulfilled.

Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein. No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party. Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

"Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise. A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

(3) Relocation of UCC Office. The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

(4) Financial Statements. The Sublessee shall furnish to the
Sublessor:

(aa) within 45 days after the end of each of the first
three quarters in each fiscal year, consolidated statements of
operations of the Sublessee and its consolidated subsidiaries for the
period from the beginning of the then-current fiscal year to the end
of such quarterly period, and balance sheets of the Sublessee and its
consolidated subsidiaries, on a

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14

consolidated basis, as of the end of such quarter, prepared in
accordance with GAAP and setting forth in each case in comparative
form figures for the corresponding period in the preceding year, all
in reasonable detail and certified by the Sublessee's chief financial
officer, subject to changes resulting from year-end adjustments, and
the Sublessee's Form 10-Q (or, if the Sublessee is not an
SEC-reporting company because of having been reorganized into a
subsidiary of a holding company, then such holding company's Form
10-Q) for such period;

(bb) within 90 days after the end of each fiscal year,
consolidated statements of operations of the Sublessee and its
consolidated subsidiaries, for such year, and the balance sheets of
the Sublessee and its consolidated subsidiaries, on a consolidated
basis, as of the end of such year, setting forth in each case in
comparative form corresponding figures from the preceding annual
audit, all in reasonable detail, and certified to the Sublessee by
its independent certified public accountants and to the Sublessor by
the Sublessee's chief financial officer, as presenting fairly the
financial position and results of operations of the Sublessee and its
consolidated subsidiaries and as having been prepared in accordance
with GAAP, and the Sublessee's Form 10-K (or, if the Sublessee is not
an SEC-reporting company because of having been reorganized into a
subsidiary of a holding company, then such holding company's Form
10-K) for such period;

(cc) within two Business Days after any officer of the
Sublessee obtains knowledge of any Default, an officer's certificate
specifying its nature, the period of its existence, and what action
the Sublessee proposes to take with respect to it; and

(dd) promptly upon request, such other data or
information (financial or otherwise) regarding the Sublessee or any
Item as the Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

(5) Compliance with ERISA.

(aa) The Sublessee will, at all times, make all
contributions that it is required to make to any employee benefit
plan to which it is a party to meet the minimum funding standards for
such employee benefit plan, as required by ERISA.

(bb) Within two Business Days after the occurrence of
any event or circumstance, including any event which is classified as
a "Reportable Event" under ERISA, in connection with any employee
benefit plan to which it is a party, that might constitute grounds
for termination of such an employee benefit plan by the Pension
Benefit Guaranty Corporation

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15

or might result in the appointment of a trustee by a United States
District Court under Section 4042 of ERISA to administer such
employee benefit plan, the Sublessee will provide the Sublessor with
an officer's certificate describing the event or circumstance,
stating the reasons for any such action by the Pension Benefit
Guaranty Corporation or a United States District Court, and
specifying the action the Sublessee proposes to take with respect
thereto.

(1) Acquisition for Investment. The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

(2) Due Organization. The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and per form its obligations under,
each Operative Document to which it is a party.

(3) Due Authorization; Enforceability; No Violation. Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity. The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

(4) No Lessor Liens. No Lessor Liens exist on the Aircraft.

(5) Litigation. There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.

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16

(6) Compliance. The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

(7) ERISA. No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

(8) Title to Leased Items. On the Closing Date, (i) the
Sublessor will receive all such rights to the Aircraft as are necessary for
Sublessor's performance under this Sublease, and (ii) the Aircraft shall be
free of Lessor Liens.

(9) Stipulated Loss Value. The Stipulated Loss Value under
this Sublease shall not exceed the "Stipulated Loss Value" under the Lease
except for any differences arising from the amortization of transaction
expenses over [ * ] years in this Sublease rather than over fifteen years in
the Lease.

(10) Performance Under Lease. The Sublessor will not breach any
of its obligations under the Lease in a manner that would cause damage to the
Sublessee.

(d) SUBLESSOR'S AGREEMENTS. The Sublessor agrees that:

(1) Discharge of Liens. The Sublessor will, at its own cost
and expense, promptly take such action as is necessary to discharge any Lessor
Lien to the extent attributable to it on any part of the Aircraft; provided,
that the Sublessor may in good faith and with the Sublessee's consent, which
shall not be unreasonably withheld, by appropriate proceedings contest claims
or charges resulting in any such Lien as long as such contest does not involve
any material danger of the sale, forfeiture, loss, or loss of use of any Item
or any interest therein; and the Sublessor shall indemnify and hold harmless
the Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

(2) Transfer of Interests. Except in connection with an
exercise of remedies following an Event of Default, the Sublessor shall not (a)
assign, convey, or otherwise transfer all or any part of its interest in the
Aircraft, or (b) sell or otherwise transfer all or substantially all of its
assets and business, except (in the case of clause (a) or (b)) (i) as required
by this Sublease, or (ii) with the Sublessee's consent, which shall not be
unreasonably withheld, to another Person. Any such transferee, by an
instrument in writing delivered to the Sublessee, must (aa) expressly assume
all the obligations and liabilities of the Sublessor under the Operative
Documents (to the extent relating to the interest transferred), (bb) make the
representations and warranties of the transferor the Sublessor

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17

set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section 101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section 501(b)(1)(A)(ii) of the Federal Aviation Act. If any
tax loss is incurred as a result of a transfer under this Section 5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

(3) Business Activity. The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

(4) Further Assurances. The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

6. CONDITIONS PRECEDENT.

The Sublessor's and the Sublessee's obligations to execute and
deliver the Sublease Supplement are subject to the fulfillment to the
reasonable satisfaction of each of the following conditions precedent (except
that conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

(1) Sublessee's Secretary's Certificate. The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

(2) Sublessee's Officer's Certificate. The Sublessee's
representations and warranties in Section 5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

(3) Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section 5(a)(1), (2), (3), (4), (6), (13), (14), and (15).

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(4) Change in Law. No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

(5) Sublessor's Secretary's Certificate. The Sublessee shall
have received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

(6) Sublessor's Certificate. The Sublessor's representations
and warranties in Section 5(c) shall be true and correct in all material
respects on the Closing Date with the same effect as though made on the Closing
Date, and the Sublessee shall have received a certificate from the Sublessor,
dated the Closing Date, to such effect.

(7) Opinion of Sublessor's Counsel. The Sublessee shall have
received a favorable opinion of Xxxxxxxx Xxxxxxx, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section 5(c) (2), (3), (5), (6) and (8)(i).

(8) ATR Certificate. The Sublessor and the Sublessee shall
have received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

(9) ATR Opinion. The Sublessor and the Sublessee shall have
received favorable opinions of Xxxxxxxx Chance and Xxxxxxxx Xxxxxxx, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[ * ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

(10) Operative Documents. The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

(a) this Sublease Agreement,

(b) the Sublease Supplement,

(d) the Sublease Tax Indemnity Agreement,

(e) the Purchase Agreement Assignment, and

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(f) the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

(11) FAA Opinion. The Sublessor, ATR, and the Sublessee shall
have received a favorable opinion of Xxxxx & Xxxxxxx, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

(a) the FAA Xxxx of Sale, the Lease (including the
Lease Supplement thereto), the Mortgage (including the Mortgage
Supplement thereto), the Trust Agreement, and this Sublease
(including the Sublease Supplement) are in due form for recording
pursuant to the Federal Aviation Act, and were duly filed with the
FAA on the Closing Date;

(b) the FAA Registration Application in the name of
the Lessor for the Aircraft is in due form for filing and was duly
filed with the FAA on the Closing Date, and all instruments necessary
to cause the FAA to issue to the Lessor in due course a certificate
of aircraft registration for the Aircraft have been duly filed with
the FAA;

(c) the Lessor has good and marketable title to the
Airframe, and the Airframe, Engines, and Propellers are free and
clear of all Liens except (i) Liens created by the Mortgage, the
Lease, and the Sublease, and (ii) Liens created by documents filed
for recordation pursuant to the Federal Aviation Act but not shown on
indices of filed but unrecorded documents available to such counsel
before filing the documents referred to in subclause (a) above; and

(d) except for the filings described in subclauses (a)
and (b) above, no filing or recording of any document or instrument
referred to in those subclauses or any other document or instrument
is necessary or desirable to establish and perfect the ownership
interest of the Lessor in the Aircraft in any other place within the
United States.

(12) Insurance Reports. The Sublessor and ATR shall have
received (a) an insurance report of an independent aircraft insurance broker,
dated the Closing Date, reasonably acceptable to the Sublessor, and the
certificates of insurance, in form and substance reasonably satisfactory to
each of them, as to the due compliance with the terms of this Sublease relating
to insurance, and (b) a certificate signed by an independent aircraft insurance
broker, dated the Closing Date, certifying that the insurance carried and
maintained on the Aircraft complies with the terms of the Lease.

(13) Financing Completed. The conditions set forth in Section
10 of the Participation Agreement shall have been met and the closing
contemplated thereby shall have been accomplished.

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(14) Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

Each opinion of counsel delivered pursuant to this Section 6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

7. RETURN OF AIRCRAFT.

(a) TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section 20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section 3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor. The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee. At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease). All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense. The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates. Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section 7 in any material respect, then the Sublessor or
its designee shall be entitled to such additional test flights at the
Sublessee's expense as shall be reasonably required by the Sublessor or its
designee to demonstrate correction of the defect and compliance with the
provisions of this Section 7.

(b) CONDITION OF THE AIRCRAFT. At the time of such return,
(i) the Airframe and all Engines, Propellers, Replacement Engines, and
Replacement Propellers thereon (aa) shall be free and clear of all Liens,
other than Lessor Liens, (bb) shall be in compliance with Section 12(b),
and (cc) shall be clean by United States airline operating standards with
all logos or other identifying marks of the Sublessee and any other user
removed or painted over in a workmanlike manner; and (ii) the Aircraft
(aa) shall be eligible for, and have, a valid and effective FAA airworthiness
certificate, (bb) shall, except as otherwise provided herein or

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as otherwise agreed by the Sublessor, be in a configuration and condition
suitable for operating in regularly scheduled U.S. commercial passenger
service, and (C) shall be in compliance with all government requirements.

At the time of such return, the Sublessee (and, to the extent that the
Aircraft is under a sub-sublease to a Permitted Sub-Sublessee, any such
Permitted Sub-Sublessee) shall be current with respect to the Aircraft on its
maintenance program required under Section 12(b)(i), without temporary
extensions for convenience. Upon return of the Aircraft (i) the Airframe shall
have [ * ] of operation time allowable until the next major airframe
maintenance inspection and service overhaul (i.e., the Sublessee's then-current
heaviest check for the Airframe), (ii) each Engine, Replacement Engine,
Propeller, or Replacement Propeller shall average [ * ] of operation time
allowable until the next heavy maintenance visit (i.e., the Sublessee's
then-current heaviest check for such Item), in accordance with such program,
and (iii) each landing gear shall average [ * ] of the allowable cycles
remaining until the next major inspection thereof.

With respect to the Airframe, the Sublessee shall pay to the Sublessor
or its designee, if the condition set forth in clause (i) of the preceding
sentence is not met, a dollar amount computed by multiplying (x) the
Sublessee's Then-Current Cost for such inspection and related overhaul, by (y)
a fraction of which (aa) the numerator is the difference between [ * ] of the
allowable hours and the actual number of hours remaining until the next
scheduled major airframe maintenance inspection and service/overhaul for the
Airframe, and (bb) the denominator is the total number of hours of allowable
time between such inspections. With respect to each Engine and Propeller, the
Sublessee shall pay to the Sublessor or its designee, if the condition set
forth in clause (ii) of preceding paragraph is not met, a dollar amount per
Engine and per Propeller computed by multiplying (xx) the Sublessee's
Then-Current Cost for such heavy maintenance or related overhaul of such Engine
or Propeller together with all costs associated with such heavy maintenance or
related overhaul, by (yy) a fraction of which (x) the numerator is the
difference between [ * ] of the allowable hours and the actual number of
hours remaining until the next scheduled heavy maintenance or related overhaul,
and (bb) the denominator is the total number of hours of allowable time between
such inspections; provided, that each Engine or Propeller returned shall in any
event have at least [ * ] hours remaining until the next scheduled heavy
maintenance visit. With respect to each landing gear, the Sublessee shall pay
to the Sublessor or its designee, if the condition set forth in clause (iii) of
the preceding paragraph is not met, a dollar amount computed by multiplying
(xxx) the Sublessee's Then-Current Cost of such inspection or related overhaul,
by (yyy) a fraction of which (aa) the numerator is the difference between
[ * ] of the allowable hours and the actual number of cycles remaining until
the next scheduled inspection, and (bb) the denominator is the total number of
cycles allowable between such inspections; provided, that each landing gear
returned shall in any event have at least [ * ] cycles remaining until the
next scheduled major inspection. The "Sublessee's Then-Current Cost" means the
rate then consistently charged by the Sublessee to third parties for performing
such major overhaul or heavy maintenance visit, or if the Sublessee does not
perform such overhaul or visit, then the average bid obtained by the Sublessee
or its designee from two independent FAA-approved facilities reasonably
acceptable to the Sublessor or its designee for such overhaul or maintenance
visit.

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Anything in the preceding paragraph to the contrary notwithstanding,
the Sublessee's payment obligations for return with less than [ * ] of time
or cycles remaining shall be limited to the net amount due for the Airframe,
Engines, Propellers, and landing gear that are then subject to this Sublease
(netting the value of excess time/cycles and deficit time/cycles). For
example, the Sublessee would owe exactly nothing for time or cycles under the
following return circumstances: Airframe having deficient time valued at
[ * ], Engines having excess time valued at [ * ] each, Propellers having
deficient time valued at [ * ] and [ * ], respectively, and landing gear
having deficient cycles valued at [ * ] each in two cases and excess cycles
valued at [ * ] in the third case.

If the Sublessee adopts a maintenance program other than ones
referred to in this Section 5(b), the Sublessee and the Sublessor shall
negotiate substantially equivalent terms applicable to the conditions of the
Aircraft upon return.

At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience. If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub-Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

(c) RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty xxxx of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return. The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

(d) AIRWORTHINESS DIRECTIVES. Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and

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amendments or changes to the Federal Aviation Regulations as applicable to the
Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations. The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within the
six-month period after the end of the Term.

(e) DEFERRED MAINTENANCE. There shall be no open, outstanding,
or deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre-delivery inspections or test flights.

(f) CORROSION. The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft. Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section
12(b)(i).

(g) AIRCRAFT PHYSICAL CONDITION. The Aircraft shall be
complete and function and perform per the manufacturer's specifications (normal
wear and tear excepted). Discrepancies noted during the pre-return inspections
and acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

(h) MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft. These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing. All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability. All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft. All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable

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oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft. During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

(i) OPTION TO BUY REMOVABLE IMPROVEMENTS. At least 30 days
before return, the Sublessee shall notify the Sublessor of all Removable
Improvements which have been used by the Sublessee during the Term and which
the Sublessee has removed or intends to remove from the Aircraft as permitted
by Section 12(e). The Sublessor may, at its option, upon written notice to
the Sublessee, purchase any or all Removable Improvements upon the expiration
of the Term at their then Fair Market Value to the Sublessee.

(j) AID IN DISPOSITION. The Sublessee agrees, during the last
six months of the Term (and during the storage period described in Section
7(h)), to provide such information with respect to the Aircraft as is
reasonably requested by the Sublessor in furtherance of the Sublessor's or the
Lessor's efforts to sell the Aircraft upon expiration of the Term; provided,
that nothing in this paragraph shall require the Sublessee to take any action
or to permit or suffer any action which shall interfere with the Sublessee's
use of the Aircraft.

8. DISCLAIMER OF WARRANTIES, ETC. THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS". THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT. THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT

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THERETO ARE TO BE BORNE BY THE SUBLESSEE. NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

9. OWNERSHIP; RIGHTS OF THE SUBLESSEE.

The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder. During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section 4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

10. LIENS.

The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section 12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section 10.

11. TAXES.

The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.

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12. REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

(a) REGISTRATION. The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

(b) MAINTENANCE; RECORDS. The Sublessee shall maintain,
inspect, service, repair, overhaul, and test the Airframe, each Engine, and
each Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so
as to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination). The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft. All manuals and technical
records delivered to the Sublessee shall be maintained in their original paper
form. All other manuals and technical records shall be maintained in such form
as the Sublessee is required to maintain them under the Sublessee's maintenance
program. The manuals and technical records (including all original paper
versions thereof) shall be the property of the

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Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section 18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

(c) COMPLIANCE AND USE. The Sublessee shall not permit any
Item to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term). If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder. The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada). Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense. The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

(d) REPLACEMENT PARTS. Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts. All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section 12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition). All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above. Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section 12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.

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(e) IMPROVEMENTS. The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer. In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made. Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section 12(a), (b), or (c), or the first sentence of this Section 12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage. Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made. Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

The Sublessor represents and warrants to Sublessee that, in the
Lease, the Lessor has agreed as follows: If any Removable Improvement is owned
by any third party or is subject to a conditional sales contract or other
security interest, then the Lessor agrees for the benefit of any such owner,
conditional vendor, or secured party that the Lessor will not acquire or claim,
as against such owner, conditional vendor, or secured party, any right, title,
or interest in any such Removable Improvement as the result of its installation
on the Airframe, an Engine, or a Propeller; provided, that the Lessor's
agreements in this sentence shall be ineffective unless such owner, conditional
vendor, or secured party agrees in writing and in a legally enforceable manner
(i) not to acquire or claim, as against the Lessor, any right, title, or
interest in the Airframe, any Engine, or any Propeller by reason of the
installation of such Removable Improvement thereon, and (ii) promptly, after
notice, to remove such Removable Improvement if the Lessor declares the Lease
to be in default.

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(f) POOLING OF PARTS. Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section 12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section 12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section 12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section 12(d).

(g) INSIGNIA. The Sublessee shall (i) cause each Item to be
kept numbered with the identification or serial numbers therefor as specified
in the Equipment Schedule, and (ii) as promptly as practicable (and in any
event within 30 days after the Closing Date), affix and maintain in the
Airframe adjacent to and not less prominent than the airworthiness certificate,
and on each Engine in a prominent location, a durable nameplate bearing the
following legend:

This Aircraft is subject to a security interest in favor of Shawmut
Bank Connecticut, National Association (as loan trustee) and is
leased from First Security Bank of Utah, N.A. (as owner trustee).
This Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section 12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section 12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

13. INSPECTION.

At all reasonable times during the Term the Sublessor, the Lessor,
the Owner Participant, the Loan Trustee, or any Loan Participant (and any agent
or authorized representative of the foregoing) may, at its own expense (or at
the Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance. Upon the Sublessor's request, the Sublessee shall
provide the Sublessor

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with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks. Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying. None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

14. LOSS OR DESTRUCTION; REQUISITION OF USE.

(a) EVENT OF LOSS TO THE AIRFRAME. If an Event of Loss occurs
to the Airframe, the Sublessee shall within 15 days after such occurrence give
to the Sublessor, the Lessor, and the Loan Trustee written notice of such Event
of Loss. Within 31 days after that Event of Loss occurs (or, if earlier,
within five days after the receipt of insurance proceeds for that Event of
Loss), the Sublessee shall pay or cause to be paid (including via payment of
insurance proceeds) to the Sublessor or its assignee, on a Rent Payment Date,
an amount equal to (x) the Stipulated Loss Value of the Aircraft, determined as
of the Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"),
plus (y) all other amounts of Rent due on or before the SLV Date and any
reasonable expenses and costs incurred in connection with such Event of Loss by
the Sublessor. Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

(b) EVENT OF LOSS TO AN ENGINE OR PROPELLER. If an Event of
Loss occurs to any Engine or Propeller under circumstances in which no Event of
Loss occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section 10(i) and (iii)). At the time of any such conveyance, the
Sublessee shall, at its expense: (i) furnish the Lessor with a xxxx of sale, in
form and substance reasonably satisfactory to the Lessor, for such Replacement
Engine or Replacement Propeller, (ii) cause supplements hereto, to the Lease,
and to the Mortgage, in form and substance reasonably satisfactory to the
Sublessor, the Lessor, and the Loan Trustee, for such Replacement Engine or
Replacement Propeller, to be duly executed by the appropriate parties and
recorded pursuant to the Federal Aviation Act, (iii) execute and, if necessary,
file such documents as the Lessor or the Sublessor reasonably requests to
confirm the Lessor's ownership of, and title, to such Replacement

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Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section 14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section 10(i) and (iii)),
leased hereunder, and subjected to the Lien of the Mortgage to the same extent
as the Engine or Propeller replaced thereby.

Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any. Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft. No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section 14(b) shall result in any reduction
in Basic Rent.

(c) RISK OF LOSS; NO RELEASE OF OBLIGATIONS. The Sublessee
hereby assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section 14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.

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(d) REQUISITION OF USE. A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section 3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof). The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

(e) APPLICATION OF PROCEEDS FOR EVENTS OF LOSS. Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

(i) if such payments are received as a result of an
Event of Loss to the Airframe (and any Engine or Propeller then
installed thereon), (aa) so much of such payments as shall not exceed
the Stipulated Loss Value for the Aircraft shall be applied in
reduction of the Sublessee's obligation to pay such Stipulated Loss
Value if not already paid by the Sublessee, or, if already paid by
the Sublessee, shall be applied by the Sublessor (or its assignee) to
reimburse the Sublessee for its payment of such Stipulated Loss
Value, and (bb) the balance, if any, of such payments remaining
thereafter shall be paid over to, or retained by, the Sublessee; and

(ii) if such payments are received as the result of an
Event of Loss to an Engine or Propeller under the circumstances
contemplated by Section 14(b), such payments shall be paid over to,
or retained by, the Sublessor (or its assignee) in the same manner as
Rent under Section 3(f); and if and when the Sublessee shall have
fully performed the terms of Section 14(b) with respect to the Event
of Loss for which such payments are made (including completing the
replacement being made), such payments shall be paid over to, or
retained by, the Sublessee.

If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as

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selected by the Sublessee. All profits and losses on such investments and any
taxes in respect thereof shall be for the account of the Sublessee. In order to
make the payments to the Sublessee provided for in clause (ii) of this Section
14(e) or in Section 15(c), the Sublessor, the Lessor, and the Loan Trustee
are authorized to sell any obligations so purchased, and shall not be required
to make such payments to the Sublessee until the Sublessor, the Lessor, or the
Loan Trustee (as the case may be) has had a reasonable time to sell such
obligations and to obtain the sale proceeds.

(f) PAYMENTS DURING DEFAULT. Notwithstanding anything in this
Section 14 to the contrary, any amount referred to in this Section 14 which
is otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

15. INSURANCE.

(a) LIABILITY INSURANCE. The Sublessee shall maintain (or
cause a Permitted Sub-Sublessee to maintain) in effect, at all times during the
Term, with insurers of favorably recognized responsibility, comprehensive
aircraft and general liability insurance (including passenger legal liability
insurance and property damage insurance, and including war-risk and allied
perils coverage for operations described in the last sentence of Section
15(b)), for the Aircraft (i) in amounts which are not less than those
maintained at the time on similar aircraft, airframes, engines, and propellers
that then comprise the Sublessee's fleet, but in no event less than
$200,000,000 combined single limit, (ii) of the types usually carried by United
States air carriers engaged in the same or a similar business, simi larly
situated with the Sublessee and owning or operating similar aircraft,
airframes, engines, and propellers and which cover risks of the kind
customarily insured against by such air carriers. The Sublessee may
self-insure, by way of deductible or premium adjustment provisions in insurance
policies or otherwise, the risks required to be insured against under this
Section 15(a), in any amounts not to exceed [ * ] of the Sublessee's
tangible net worth per occurrence, and in any event not to exceed [ * ] per
year for the Sublessee's entire fleet.

(b) CASUALTY INSURANCE. The Sublessee shall maintain (or cause
a Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section 15(b), in any amounts not to exceed [ * ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [ * ], in any amounts not to exceed [ * ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [ * ] per year for the Sublessee's entire fleet). The

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Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section 21),
threatened area of hostility.

(c) ENDORSEMENTS. Any policies of insurance carried in
accordance with this Section 15: (i) shall include the Additional Insureds as
their interests appear as additional insureds, (ii) with respect to insurance
carried in accordance with Section 15(b), shall be payable to the Loan Trustee
(for the account of all parties) and if no Default exists, shall be disbursed
to the Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section 12 or shall be disbursed as otherwise required
by this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub- sublessee, or any other Person except such
Additional Insured, (v) shall provide that the insurers shall waive any rights
of subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section 15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

(d) REPORTS, ETC. At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,

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covering the risks and in the amounts required by this Section 15
(specifically referring to this Section 15) are in full force and effect and
that, in the opinion of such broker, the insurance then carried and maintained
in respect of the Aircraft is adequate to protect the interests of each
Additional Insured and otherwise complies with the terms of this Section 15,
and including (i) confirmation that the insurance has been placed with
insurers, giving the name of each insurer, the amount for which it insures (and
any portion thereof which is subject to a deductible), and the period of the
policy, and (ii) confirmation that all premiums due to the insurers have been
paid. Such report will provide that the broker will notify the Additional
Insureds in writing promptly of any defaults in the payment of any premium and
of any other act or omission on the part of the Sublessee or any sub-sublessee
or of any event of which such broker has knowledge which might invalidate or
render unenforceable, in whole or in part, any insurance for the Airframe, any
Engine, or any Propeller.

(e) OTHER INSURANCE. If the Sublessee fails to maintain
insurance as required by the terms of this Section 15, any Additional Insured
may, after making a good faith attempt to give reasonable advance notice to the
Sublessee of such Additional Insured's intent to do so, provide such insurance
and, in such event, the Sublessee shall, upon demand, reimburse such Additional
Insured, as Supplemental Rent, for the cost thereof, without waiver of any
other rights such Additional Insured may have. Nothing in this Sublease shall
prohibit the Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or
any Loan Participant from insuring the Airframe, any Engine, or any Propeller
or its interest therein at its own expense in an amount in excess of that
required to be maintained by the Sublessee hereunder, provided that such excess
insurance in no way limits the availability of any insurance required to be
maintained by the Sublessee hereunder.

(f) INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor
and the other Additional Insureds shall accept, in lieu of insurance against
any risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

16. SUB-SUBLEASE; POSSESSION.

(a) SUB-SUBLEASE, POOLING, ETC. The Sublessee shall not,
without the Sublessor's prior written consent, assign any of the Sublessee's
rights hereunder or sub-sublet or otherwise relinquish possession of the
Airframe, any Engine, or any Propeller, or permit any Engine or Propeller to be
installed on any airframe or engine other than the Airframe or an Engine,
provided that, so long as no Default exists at the beginning of such
sub-sublease, relinquishment, or installation, the Sublessee (or, if under a
sub-sublease with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but
only with respect to clauses (i) through (v) and (vii) of this Section 16(a))
may, without the Sublessor's prior written consent:

(i) subject any Engine or Propeller to normal pooling
arrangements customary in the United States airline industry and
entered into in the ordinary course of its business

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with any Permitted Air Carrier, provided that no transfer of title to
such Engine or Propeller is contemplated or required in connection
therewith (but if the Lessor's title to any such Engine or Propeller
is divested under any such arrangement, such divestiture shall be
deemed to be an Event of Loss to such Engine or Propeller and the
Sublessee (or such Permitted Sub- Sublessee) shall comply with
Section 14(b) in respect thereof;

(ii) deliver possession of any Item to any qualified
organization for testing, maintenance, or overhaul work or for
Improvements to the extent required or permitted by Section 12;

(iii) install any Engine or Propeller on an airframe or
engine owned by the Sublessee (or such Permitted Sub-Sublessee) free
and clear of all Liens, except (aa) Permitted Liens, (bb) Liens that
do not apply to such Engine or Propeller, (cc) the Lien of any
agreement which effectively provides that such Engine or Propeller
shall not become subject to the Lien thereof, notwithstanding the
installation of such Engine or Propeller on any airframe or engine
subject to the Lien of such agreement, unless and until the Sublessee
(or such Permitted Sub-Sublessee) becomes the owner of such Engine or
Propeller, and (dd) those created by the rights of other Permitted
Air Carriers under normal interchange or pooling agreements which are
customary in the United States airline industry and do not
contemplate or require the transfer of title to such Engine or
Propeller;

(iv) install any Engine or Propeller on an airframe or
engine leased to the Sublessee (or such Permitted Sub-Sublessee) or
owned by the Sublessee (or such Permitted Sub- Sublessee) subject to
a conditional sale or other security agreement, so long as such
Engine or Propeller does not become subject to a Lien (other than a
Permitted Lien);

(v) install any Engine or Propeller on an airframe or
engine owned by the Sublessee (or such Permitted Sub-Sublessee),
leased to the Sublessee (or such Permitted Sub-Sublessee), or owned
by the Sublessee (or such Permitted Sub-Sublessee) subject to a
conditional sale or other security agreement under circumstances
where neither clause (iii) nor clause (iv) above applies (but such
installation shall be deemed an Event of Loss to such Engine or
Propeller and the Sublessee shall comply with Section 14(b) in
respect thereof, the Sublessor and the Lessor not intending hereby to
waive any right or interest it may have to or in such Engine or
Propeller under applicable law until compliance by the Sublessee with
Section 14(b));

(vi) with the Sublessor's prior written consent (which
shall not be unreasonably withheld), sub- sublease the Aircraft to
any Permitted Air Carrier which is not bankrupt or the subject of
proceedings to declare it bankrupt or the subject of proceedings for
reorganization pursuant to any existing or future bankruptcy laws
(the Sublessee to deliver to the Sublessor at least 30 days' prior
written notice of any proposed sub-sublease including a description
thereof); or

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(vii) transfer possession of any Item to the United States
of America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub- sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section 20. Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

(b) SUB-SUBLEASE CLAUSE. Any sub-sublease of any Item shall
contain a clause substantially as follows:

Anything in this sub-sublease to the contrary
notwithstanding, the sub-sublessee's rights hereunder to the
possession, use, and enjoyment of the Aircraft in accordance with the
terms hereof shall be subject to the June 22, 1995 Sublease Agreement
[N632AS] (the "Primary Sublease") between Antoine Finance Corporation
(the "Primary Sublessor") and Atlantic Southeast Airlines, Inc., and
the sub-sublessee confirms and agrees that this sub-sublease is in
all respects subject and junior to the Primary Sublease. Upon notice
to the sub-sublessee hereunder by the Primary Sublessor or its
assignee that an Event of Default (as defined in the Primary
Sublease) exists, the Primary Sublessor or its assignee may require
that all rentals and other sums due hereunder in respect of the
Aircraft shall thereafter be paid directly to the Primary Sublessor
or its assignee, and if the letting of the Aircraft to Atlantic
Southeast Airlines, Inc. under the Primary Sublease terminates, the
Primary Sublessor or its assignee, at its option, by written notice
to the sub-sublessee after the date of such termination, may

(i) require the sub-sublessee to enter into an
agreement, in form and substance reasonably satisfactory to
the Primary Sublessor or its assignee, attorning to and
recognizing the Primary Sublessor or its assignee as the
sub-sublessor hereunder and reconfirming all of the
obligations of the sub-sublessee hereunder, or

(ii) terminate this sub-sublease and require prompt
delivery by the sub-sublessee of the Aircraft to the
Primary Sublessor or its assignee, in accordance with the
provisions of Section ___ hereof.

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Unless the sub-sublessee shall have received any such
written notice from the Primary Sublessor or its assignee requiring
attornment or terminating this sub-sublease, the sub-sublessee shall
be and remain fully obligated hereunder notwithstanding the
continuance of any Event of Default under the Primary Sublease or
any termination thereof.

(c) SUBLESSOR WAIVER. The Sublessor hereby agrees (and
warrants that the Lessor has agreed in the Lease), for the benefit of each
lessor or secured party of any engine or propeller leased to the Sublessee (or
any Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted Sub-
Sublessee) subject to a conditional sale or other security agreement, that the
Sublessor and the Lessor shall not acquire or claim, as against such lessor or
secured party, any right, title, or interest in any engine or propeller as the
result of the installation of such engine or propeller on the Airframe or an
Engine at any time while such engine or propeller is subject to such lease or
conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

17. EVENTS OF DEFAULT.

Each of the following shall continue an "Event of Default":

(a) Rent. The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

(b) Insurance. The Sublessee fails to maintain the insurance
required by the terms of Section 15.

(c) Prohibited Transactions. The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section 16(a), or a violation of Section 5(b)(2) occurs.

(d) Sublessee Covenants. The Sublessee fails to perform any
other covenant or agreement to be performed by it under the Operative
Documents, and such failure continues for 15 days after the Sublessee receives
written notice thereof.

(e) Sublessee Representations. Any representation or warranty
of the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

(f) Voluntary Bankruptcy. The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a

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timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S. Bankruptcy Code.

(g) Involuntary Bankruptcy. A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

(h) Financing Defaults. (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [ * ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [ * ] of loan, lease, or deferred purchase obligations.

(i) Judgments. One or more judgment(s) is/are rendered by one
or more court(s) of competent jurisdiction against the Sublessee for a total of
more than [ * ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

(j) ERISA. Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section 4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section 4042 of ERISA, or
any proceeding shall be commenced under Section 4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

(k) Repudiation. The Sublessee denies any further liability
under any Operative Document.

(l) Related Sublease. Any "Event of Default" exists under a
Related Sublease.

18. REMEDIES.

(a) GENERALLY. Upon the occurrence of (i) any Event of Default
described in Section 17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the

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Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

(i) cancel (in the sense of UCC Section 2A-505(1))
this Sublease or require the Sublessee, upon the Sublessor's demand
(and at the Sublessee's cost and expense), to return promptly, and
the Sublessee hereby agrees that it shall return promptly, all or
such part of the Aircraft as the Sublessor so demands, to the
Sublessor or its designee in the manner and condition required by,
and otherwise in accordance with all the provisions of, Section 7 as
if the Aircraft were being returned at the end of the Term, or if the
Sublessee does not so deliver such Item(s), the Sublessor or the
Sublessor's agent, at the Sublessor's option, may (but shall be under
no obligation to) enter upon the premises where all or any part of
the Aircraft is (or is believed by the Sublessor possibly to be)
located and take immediate possession of and remove the same
(together with any engine or propeller that is installed on the
Airframe or any Engine or installed engine, subject to the rights of
any owner, lessor, lienor, or secured party of such engine or
propeller) by summary proceedings or otherwise, all without becoming
liable for or by reason of such entry or taking of possession or
removal, whether for the restoration of damage to property caused by
such action or otherwise;

(ii) with or without taking possession thereof, sell any
Item at public or private sale, as the Sublessor, in its sole
discretion, shall determine, free and clear of any rights of the
Sublessee, or otherwise dispose of, hold, use, operate, lease to
others, or keep idle any Item as the Sublessor, in its sole
discretion, may determine, all free and clear of any rights or claims
of the Sublessee and without any duty to account to the Sublessee
with respect to such action or inaction or for any proceeds with
respect thereto, except as otherwise provided herein (and to the
extent, if any, that notice of sale is required, the Sublessee agrees
that 10 days' notice of the date, time, and place (and terms, in the
case of a private sale) is reasonable);

(iii) whether or not the Sublessor shall have exercised, or
shall thereafter at any time exercise, any of its rights under clause
(i) or (ii) above with respect to any Item, the Sublessor, by written
notice to the Sublessee specifying a payment date (the "Default
Payment Date")) which shall be the Basic Rent Date (or, if there are
no further Basic Rent Dates, then any date) following the date of
such notice, may cause the Sublessee to pay to the Sublessor, and the
Sublessee shall pay to the Sublessor, on the Default Payment Date, as
liquidated damages for loss of a bargain and not as a penalty (and in
lieu of all Basic Rent accruing on or after the Default Payment
Date), any unpaid Basic Rent due prior to the Payment Date (together
with interest on such amount at the Late Payment Rate from the Basic
Rent Dates as of which such Rent was not paid until the actual date
of payment of such amount), plus whichever of the following amounts
the Sublessor, in its sole discretion, shall specify in such notice:
(x) an amount equal to the excess, if any, of (aa) the Basic Rent for
any or all of the Item(s) (as specified by the Sublessor), due on or
after the Default Payment Date, over (bb) the aggregate Fair Market
Rental Value of such Item(s) for the remaining

44
41

Term, after discounting each to present value as of the Default
Payment Date at the Debt Rate, or (y) an amount equal to the excess,
if any, of (aa) the Stipulated Loss Value for any or all of the
Item(s) (as specified by the Sublessor), as of the Default Payment
Date over (bb) the Fair Market Value of such Item(s);

(iv) if the Sublessor sells any Item(s), the Sublessor may
elect, in lieu of exercising its rights under clause (iii) with
respect to such Item, to require the Sublessee to pay to the
Sublessor, and the Sublessee in such event shall pay to the
Sublessor, on the date of such sale, as liquidated damages for loss
of a bargain and not as a penalty (and in lieu of all Basic Rent
accruing after such sale occurs), any unpaid Basic Rent due on or
before such sale date (together with interest on such amount at the
Late Payment Rate from the Basic Rent Dates as of which such Rent was
not paid until the actual date of payment of such amount) plus the
amount of any deficiency between the net proceeds of such sale and
the Stipulated Loss Value of the Aircraft or such Item(s), as of the
date of such sale (or, if such date is not a Basic Rent Date, then
the Basic Rent Date following the sale date), together with interest
on such Stipulated Loss Value at the Late Payment Rate from the Basic
Rent Date as of which such Stipulated Loss Value is determined until
the date of actual payment of such amount;

(v) in lieu of exercising its rights under clauses
18(ii), (iii), and (iv) for any particular Item, the Sublessor may,
by notice to the Sublessee specifying a payment date not earlier than
10 days or more than 30 days from the date of such notice, require
the Sublessee to pay to the Sublessor, and the Sublessee shall pay to
the Sublessor, on the payment date specified in such notice, as
liquidated damages for loss of a bargain, and not as a penalty, and
in lieu of any further payments of Basic Rent hereunder with respect
to such Item, an amount equal to the sum of (aa) all unpaid Rent
payable on or before the date of payment specified in such notice
plus (bb) the Stipulated Loss Value for such Item computed as of the
Basic Rent Date on (or, if such payment date is not a Basic Rent
Date, then the following Basic Rent Date) the date of payment
specified in such notice together with interest, if any, at the Late
Payment Rate on the amount of such Rent and Stipulated Loss Value
from the payment date specified in such notice until the date of
actual payment; and upon such payment of liquidated damages and all
other Rent then due and payable by the Sublessee hereunder, the
Lessor shall transfer "as is, where is and with all faults", without
any representation, recourse, or warranty whatsoever, express or
implied (except as to the absence of Lessor Liens), such Item to the
Sublessee, and the Lessor shall execute and deliver such documents
evidencing such transfer and take such further action in connection
therewith as the Sublessee shall reasonably request. In addition, the
Sublessor may, within 30 days after the Sublessee shall make payment
of all amounts required above, give the Sublessee written notice
requesting that the Fair Market Value of the Item as of the date on
which Stipulated Loss Value was computed pursuant to subclause (bb)
of this clause (v) be determined; and if such Fair Market Value as of
such date is determined to exceed the Stipulated Loss Value of such
Item paid pursuant to this clause (v), the Sublessee shall
immediately pay the amount of such excess to the Sublessor;

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42
(vi) the Sublessor may proceed by appropriate court
action or otherwise to enforce the terms hereof, including payment of
periodic Basic Rent, or to recover damages for the breach hereof;

(vii) the Sublessor or any other Indemnitee may enforce
payment of Supplemental Rent; or

(viii) the Sublessor may exercise any other right or
remedy then available to it under applicable law.

In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section 7, or (4) placing any Item in the
condition and airworthiness required by Section 7, which amounts shall be
reimbursed on an After-Tax Basis.

(b) SUBLESSEE WAIVER. To the extent now or hereafter permitted
by applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

(c) REMEDIES CUMULATIVE. No remedy referred to herein is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to in this Section 18 or otherwise available to the
Sublessor at law or in equity. No express or implied waiver by the Sublessor of
any Default shall in any way be, or be construed to be, a waiver of any future
or subsequent Default. The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.

19. INDEMNITY.

(a) INDEMNITY. To the extent any Liability results from a
claim against any Indemnitee related to (1) any Item, (2) any negligent or
willful action or inaction of the Sublessee or any sublessee, assignee, or
transferee of the Sublessee, or (3) any of the transactions contemplated by
the Operative Documents, the Sublessee assumes liability for, and agrees to
indemnify each Indemnitee against, and on written demand to pay, or to
reimburse each Indemnitee for the payment of, any and all such Liabilities.

"Liabilities" means any and all liabilities, obligations, losses,
damages, penalties, claims (including claims involving strict liability in
tort), suits, actions, costs, expenses, and disbursements, including reasonable
legal fees and expenses actually incurred, of whatsoever kind and nature
imposed on, incurred by, or asserted against any Indemnitee relating to or
arising out of (1) this Sublease, (2) any sub-sublease or relinquishment of
possession of any Item or any part thereof or any action or inaction of the
Sublessee or of any sub-sublessee, assignee, or transferee of the Sublessee in
connection therewith, (3) the Lessor's purchase of the Aircraft, (4) the
ownership of the Aircraft, (5) the acquisition, acceptance, registration,
deregistration, insuring, storage, transportation, exportation by the Sublessee
or its assignee or following an Event of Default, maintenance,

46
43

condition, modification, testing, repair, fitness for use, merchantability,
sale, abandonment by the Sublessee or its assignee, lease, sublease,
sub-sublease, assignment, transfer, transfer of title, possession,
repossession, use, operation, return, or other application by the Sublessee or
its assignee or disposition by the Sublessee or its assignee or following an
Event of Default of the Aircraft, or any part thereof, or (6) the condition
upon return of the Aircraft, or any part thereof, after repossession following
the occurrence of an Event of Default or following the exercise of remedies
under this Sublease, including in each case loss of or damage to any property
or the environment, death or injury of any person, and any claim for patent,
trademark, copyright, or mask work infringement (except any such infringement
claim for which ATR is responsible under the Purchase Agreement) and the
violation or infringement by the Sublessee (or any sub-sublessee, assignee, or
transferee of the Sublessee) of any laws, rules, or regulations, or (without
limiting any of the foregoing) any breach by the Sublessee of, noncompliance by
the Sublessee with, or misrepresentation made or deemed made by or on behalf of
the Sublessee in, under, or in connection with the Purchase Agreement or
Purchase Agreement Assignment or any warranty, certificate, or agreement made
or delivered in, under, or in connection with the Purchase Agreement or
Purchase Agreement Assignment.

(b) EXCLUSIONS. [ * ]

(c) REPORTING; DEFENSE. If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise

47
44

would have to such Indemnitee under this Section 19 (except to the extent that
such Indemnitee's failure to give reasonable notice to the Sublessee increases
the amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19). So long as no Default exists, the Sublessee may assume control of
the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section 19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee. However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

(d) PRIMARY LIABILITY; SUBROGATION; SURVIVAL. The Sublessee
shall be obligated under this Section 19 irrespective of whether the
Indemnitee is also indemnified against the same matter under any other
Operative Document or other document by any other Person, and the Indemnitee
may proceed directly against the Sublessee under this Section 19 without first
resorting to any such rights of indemnification except as such rights exist
against ATR. Upon the payment in full of any indemnities due and owing under
this Section 19, the Sublessee shall be subrogated to any right of the
Indemnitee in respect of the matter against which indemnity has been given.
The Sublessee's indemnities in this Section 19 shall survive expiration,
cancellation, or termination of this Sublease and the return of the Aircraft.

(e) COMPUTATIONS. Any payment or indemnity pursuant to this
Section 19 shall be made on an After-Tax Basis. The amount of any payment or
indemnity required under this Section 19 shall be determined by the Indemnitee
reasonably and in good faith. Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.

48
45

(f) ATR OBLIGATIONS. This Section 19 does not supersede or
modify any Liability indemnity covenant that ATR may have under the Purchase
Agreement. In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

20. PURCHASE OPTIONS.

(a) PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[ * ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date. If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date. That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section 16 of the Lease.

(b) PURCHASE. On the purchase date specified by the Sublessee
under Section 20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a xxxx of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

21. NOTICES.

All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):

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46

(a) if to the Sublessor:

Antoine Finance Corporation
c/o Avions de Transport Regional
0, xxxxx Xxxxxx Xxxxx
00000 Xxxxxxx Xxxxx, Xxxxxx
Attn: Xxxx Xx Xxxxxx
Senior Vice President -
Contract and Sales Finance
Fax: (33 61) 93 13 61

(b) if to the Sublessee:

Atlantic Southeast Airlines, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxxxx,
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxx
Vice President - Finance
Fax: (000) 000-0000

Avions de Transport Regional
0, xxxxx Xxxxxx Xxxxx
00000 Xxxxxxx Xxxxx, Xxxxxx
Attn: Xxxx xx Xxxxxx
Senior Vice President -
Contract and Sales Finance
Fax: (33 61) 93 13 61

22. SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

This Sublease shall bind, and (subject to limitations in the
Operative Documents) shall bene fit and may be enforced by, (i) the Sublessor
and its successors and assigns, and (ii) the Sublessee and its successors and
assigns. The indemnities in Section 11 and 19 shall, in accordance with their
terms, benefit the Indemnitees.

23. ACKNOWLEDGEMENT OF ASSIGNMENT.

After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to

50
47

the Lessor or the Loan Trustee. If the Lease is cancelled or terminated
pursuant to Section 15 thereof, the Lessor may, at its option, by written
notice to the Sublessee after the date of such termination, require the
Sublessee to enter into an agreement in form and substance satisfactory to the
Sublessee and the Lessor attorning to and recognizing the Lessor as the
Sublessor hereunder and reconfirming all of the obligations of the Sublessee
hereunder.

Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

24. MISCELLANEOUS.

(a) AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

(b) SURVIVAL OF AGREEMENTS. Except as otherwise provided
herein or therein, all agreements, indemnities, representations, and warranties
in this Sublease or any other Operative Document shall survive the execution
and delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

(c) SEVERABILITY. Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

(d) ENTIRE AGREEMENT. This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings. This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

(e) COUNTERPARTS. This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts. The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate". No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".

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48

(f) FURTHER ASSURANCES. On the Closing Date, the Sublessee
will cause this Sublease (including the Sublease Supplement) to be duly filed
and recorded in accordance with the Federal Aviation Act. In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

(g) RIGHT TO PERFORM FOR SUBLESSEE. If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand. No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

(h) GOVERNING LAW. This Sublease is being delivered in
Georgia, and shall be governed by and construed in accordance with the laws of
Georgia (excluding any conflict-of-laws rule that would apply the laws of any
other jurisdiction).

(i) HEADINGS. The headings in this Sublease are for
convenience of reference only, and are not a substantive part of this Sublease.

(j) SECTION 1110 COMPLIANCE. Notwithstanding any provision
herein or elsewhere contained to the contrary, it is understood and agreed
among the parties hereto that the transactions contemplated by this Sublease
are expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section 1110 of the U.S. Bankruptcy Code.

(k) TRANSACTION EXPENSES. Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Xxxxx & Xxx Xxxxx, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:

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49

(1) the reasonable legal fees and expenses of Xxxxxxxx
Xxxxxxx, Xxxxxxxx Chance, and Xxxxx & Xxxxxxx;

(2) the initial and ongoing fees and expenses
(including reasonable legal fees) of the Lessor and the Loan Trustee;

(3) the fees of D'Accord Financial Services, Inc. for
arranging the financing; and

(4) the fees and expenses, including those of The
Corporation Trust Company, for establishing and administering the
Sublessor.

All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.

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50

In witness whereof, the Sublessor and the Sublessee have executed
this Sublease Agreement [N632AS].

Antoine Finance Corporation,
Sublessor

By /s/ Xxx X. Xxxxxxxx
------------------------------

Title: Vice President
--------------------------

Atlantic Southeast Airlines, Inc.,
Sublessee

By
-------------------------------

Title:
----------------------------

[This is the Original counterpart for chattel paper purposes.]

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51

In witness whereof, the Sublessor and the Sublessee have executed this
Sublease Agreement [N632AS].

Antoine Finance Corporation,
Sublessor

By
----------------------------------------

Title:
------------------------------------

Atlantic Southeast Airlines, Inc.,
Sublessee

By /s/ Xxxxxx X. Xxxx
----------------------------------------

Title: Vice President-Finance and Treasurer
------------------------------------

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]

55
52

EXHIBIT A
to Sublease

Certain of the Sublessor's rights under Sublease Agreement [N632AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement. This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

SUBLEASE SUPPLEMENT [N632AS]

This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N632AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

All terms that are defined in the Sublease Agreement and not in
this Sublease Supplement have the same meanings in this Sublease Supplement as
in the Sublease Agreement.

1. THE AIRCRAFT.

The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

2. SUBLESSEE'S REPRESENTATIONS.

The Sublessee hereby represents and warrants that, on the date of
this Sublease Supplement: (a) the Sublessee's representations and warranties in
the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

3. MISCELLANEOUS.

This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.
53

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).

IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed
this Sublease Supplement [N632AS].

ATLANTIC SOUTHEAST AIRLINES, INC.,
Sublessee

By
---------------------------------------------

Title:
-----------------------------------------

ANTOINE FINANCE CORPORATION,
Sublessor

By
---------------------------------------------

Title:
-----------------------------------------

[This is the "Original" counterpart for chattel paper purposes.]

[or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
54

EXHIBIT A
to Sublease Supplement

Equipment Schedule

The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N632AS and manufacturer's
serial no. 362, (b) two Xxxxx & Xxxxxxx model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127033 and 127031, (c) two Xxxxxxxx Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930413 and 930513, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
55

[N632AS]
EXHIBIT B
to Sublease Supplement

Financial Terms

[ * ]

Pricing Assumptions

[ * ]
56

EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the percentage
of its Aircraft Cost set forth opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value*

[See attached table]

________________

* The Stipulated Loss Values shall be adjusted in accordance with
Section 3(d) of the Sublease Agreement. In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates. During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section 3(h)
of the Sublease Agreement.
57

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Jun 22 1995
Jul 22 1995
Aug 22 1995
Sep 22 1995
Oct 22 1995
Nov 22 1995
Dec 22 1995
Jan 22 1996
Feb 22 1996
Mar 22 1996
Apr 22 1996
May 22 1996
Jun 22 1996
Jul 22 1996
Aug 22 1996
Sep 22 1996
Oct 22 1996
Nov 22 1996
Dec 22 1996
Jan 22 1997
Feb 22 1997
Mar 22 1997
Apr 22 1997
May 22 1997
Jun 22 1997
Jul 22 1997
Aug 22 1997
Sep 22 1997
Oct 22 1997
Nov 22 1997
Dec 22 1997
Jan 22 1998
Feb 22 1998
Mar 22 1998
Apr 22 1998
May 22 1998
Jun 22 1998
Jul 22 1998
Aug 22 1998
Sep 22 1998
Oct 22 1998
Nov 22 1998

C-1
58

N632AS
EXHIBIT C
to Sublease Supplement
STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Dec 22 1998
Jan 22 1999
Feb 22 1999
Mar 22 1999
Apr 22 1999
May 22 1999
Jun 22 1999
Jul 22 1999
Aug 22 1999
Sep 22 1999
Oct 22 1999
Nov 22 1999
Dec 22 1999
Jan 22 2000
Feb 22 2000
Mar 22 2000
Apr 22 2000
May 22 2000
Jun 22 2000
Jul 22 2000
Aug 22 2000
Sep 22 2000
Oct 22 2000
Nov 22 2000
Dec 22 2000
Jan 22 2001
Feb 22 2001
Mar 22 2001
Apr 22 2001
May 22 2001
Jun 22 2001
Jul 22 2001
Aug 22 2001
Sep 22 2001
Oct 22 2001
Nov 22 2001
Dec 22 2001
Jan 22 2002
Feb 22 2002
Mar 22 2002
Apr 22 2002
May 22 2002

C-2
59

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Jun 22 2002
Jul 22 2002
Aug 22 2002
Sep 22 2002
Oct 22 2002
Nov 22 2002
Dec 22 2002
Jan 22 2003
Feb 22 2003
Mar 22 2003
Apr 22 2003
May 22 2003
Jun 22 2003
Jul 22 2003
Aug 22 2003
Sep 22 2003
Oct 22 2003
Nov 22 2003
Dec 22 2003
Jan 22 2004
Feb 22 2004
Mar 22 2004
Apr 22 2004
May 22 2004
Jun 22 2004
Jul 22 2004
Aug 22 2004
Sep 22 2004
Oct 22 2004
Nov 22 2004
Dec 22 2004
Jan 22 2005
Feb 22 2005
Mar 22 2005
Apr 22 2005
May 22 2005
Jun 22 2005
Jul 22 2005
Aug 22 2005
Sep 22 2005
Oct 22 2005
Nov 22 2005

C-3
60

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Dec 22 2005
Jan 22 2006
Feb 22 2006
Mar 22 2006
Apr 22 2006
May 22 2006
Jun 22 2006
Jul 22 2006
Aug 22 2006
Sep 22 2006
Oct 22 2006
Nov 22 2006
Dec 22 2006
Jan 22 2007
Feb 22 2007
Mar 22 2007
Apr 22 2007
May 22 2007
Jun 22 2007
Jul 22 2007
Aug 22 2007
Sep 22 2007
Oct 22 2007
Nov 22 2007
Dec 22 2007
Jan 22 2008
Feb 22 2008
Mar 22 2008
Apr 22 2008
May 22 2008
Jun 22 2008
Jul 22 2008
Aug 22 2008
Sep 22 2008
Oct 22 2008
Nov 22 2008
Dec 22 2008
Jan 22 2009
Feb 22 2009
Mar 22 2009
Apr 22 2009
May 22 2009

C-4
61

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Jun 22 2009
Jul 22 2009
Aug 22 2009
Sep 22 2009
Oct 22 2009
Nov 22 2009
Dec 22 2009
Jan 22 2010
Feb 22 2010
Mar 22 2010
Apr 22 2010
May 22 2010
Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement. In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates. During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.

C-5
62

SCHEDULE I

Payment Instructions:

LESSOR:

Wire transfer of immediately available funds to First
Security Bank of Utah, N.A., 00 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx
Xxxx, Xxxx 00000, Attn: Corporate Trust Department, ABA
#000-0000-00, account no. 051-0000000. Re: ATR-ASA (1995).

OWNER PARTICIPANT:

Wire transfer of immediately available funds to First Union
National Bank of North Carolina, 000 X. Xxxxxxx Xxxxxx, 20th
Floor, Xxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000- 0738,
Attn: Xxx Xxxx, ABA # 000000000, account no. 20 704 825
41513, Re: ATR N632AS.

LOAN TRUSTEE:

Wire transfer of immediately available funds to Shawmut Bank
Connecticut, National Association, 000 Xxxx Xxxxxx, Xxxxxxxx,
XX 00000, Attn: Corporate Trust Administration, ABA
#______________, account no. ___________, Re: ATR N632AS.

66
63

LOAN PARTICIPANT:

Wire transfer of immediately available
funds to
------------------------------
------------------------------
------------------------------.

SUBLESSOR:

Wire transfer of immediately available
funds to BankAmerica International,
New York, for the account of Bank of
America NT&SA, London, account no.
37-60564, in favor of Bank of America
International Limited, account no.
10985218, Re: ATR-ASA.

SUBLEASE SUPPLEMENT [N632AS]

This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N632AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

1. THE AIRCRAFT.

The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

2. SUBLESSEE'S REPRESENTATIONS.

The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

3. MISCELLANEOUS.

This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts. This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).

IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N632AS].

ATLANTIC SOUTHEAST AIRLINES, INC.,
Sublessee

By /s/ Xxxxxx X. Xxxx
-----------------------------------------

Title: Vice President-Finance and Treasurer
-------------------------------------

ANTOINE FINANCE CORPORATION,
Sublessor

By /s/ Xxx X. Xxxxxxxx
-----------------------------------------

Title: Vice President
-------------------------------------

[This is the "Original" counterpart for chattel paper purposes.]

[or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
66

EXHIBIT A
to Sublease Supplement

Equipment Schedule

The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N632AS and manufacturer's
serial no. 338, (b) two Xxxxx & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127026 and 127027, (c) two Xxxxxxxx Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930313 and 930312, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.

[N632AS]
EXHIBIT B
to Sublease Supplement

Financial Terms

[ * ]

Pricing Assumptions

[ * ]
68

EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

Basic Rent Date Stipulated Loss Value*
--------------- ----------------------

[See attached table]

________________

* The Stipulated Loss Values shall be adjusted in accordance
with Section 3(d) of the Sublease Agreement. In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates. During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section 3(h) of the Sublease Agreement.
69

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

C-1
70

N632AS
EXHIBIT C
to Sublease Supplement
STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

C-2
71

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

C-3
72

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

C-4
73

N632AS
EXHIBIT C
to Sublease Supplement

STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

Basic Rent Date Stipulated Loss Value [*ENTIRE COLUMN]

Jun 22 2009
Jul 22 2009
Aug 22 2009
Sep 22 2009
Oct 22 2009
Nov 22 2009
Dec 22 2009
Jan 22 2010
Feb 22 2010
Mar 22 2010
Apr 22 2010
May 22 2010
Jun 22 2010

C-5
74

================================================================================

SUBLEASE TAX INDEMNITY AGREEMENT [N632AS]

dated as of June 22, 1995

between

ATLANTIC SOUTHEAST AIRLINES, INC.,
Sublessee

and

ANTOINE FINANCE CORPORATION,
Sublessor

_________________________

One ATR-72-212 Aircraft

================================================================================
75
TABLE OF CONTENTS

Page
----

1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. LEASE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. SUBLEASE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. NO SETOFF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

5. NO INCONSISTENT ACTION; DUTY TO COOPERATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

6. LATE PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

7. STIPULATED LOSS VALUE RECOMPUTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

8. AFFILIATED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

9. TAX FILING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

10. VERIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

11. SURVIVAL OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

12. DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

13. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

14. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

15. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

16. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

This Sublease Tax Indemnity Agreement [N632AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

The Sublessor and the Sublessee are entering into Sublease Agreement
[N632AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

The Sublessor and the Sublessee agree as follows:

1. DEFINITIONS.

Terms defined in the Sublease and not in this Agreement have the same
meanings herein as in the Sublease.

2. LEASE TAXES
[*]

2
78

3. SUBLEASE TAXES
[*]

4
80

5
81

6
82

7
83

4. NO SETOFF.

No payment to be made by the Sublessee pursuant to this Agreement
shall be subject to any right of recoupment, setoff, counterclaim (other than a
compulsory counterclaim), abatement, suspension, deferment, or reduction, and
the Sublessee shall have no right to terminate this Agreement or to be
released, relieved, or discharged from any obligation or liability under this
Agreement for any reason whatsoever. Nothing in this Section 4 shall prevent
the Sublessee, after complying with its obligation to indemnify the Sublessor
under this Agreement, from pursuing any claim it shall have against the
Sublessor in such court of law as it deems appropriate.

5. NO INCONSISTENT ACTION; DUTY TO COOPERATE.

The Sublessee agrees that neither it nor its Affiliates nor any of its
successors, sublessees, transferees, or assignees (or their Affiliates shall
take any action or take any position on any tax return, amended tax return,
informational return, or claim for refund inconsistent with the Lessor's or the
Owner Participant's ownership of the Aircraft. The Sublessee agrees that it
and any sublessee, transferee, assignee, and successor of Sublessee (and in
each case, its Affiliates) shall file such returns as may be necessary or
advisable to facilitate accomplishment of the intent hereof.

6. LATE PAYMENTS.

Except as otherwise provided herein, all amounts payable under this
Agreement shall be due and payable, to the extent not theretofore paid, on
written demand of the party entitled to such payment. Any amounts not paid when
due shall bear interest at a rate equal to the Late Payment Rate.

7. STIPULATED LOSS VALUE RECOMPUTATION.

If the Stipulated Loss Values payable under the Lease are reduced
pursuant to the Tax Indemnity Agreement, the Stipulated Loss Values payable
under the Sublease shall be reduced by the same amounts.

8. AFFILIATED GROUP.

For purposes of this Agreement, the term "Sublessor" shall be deemed
to include any member of the affiliated group, as defined in Section 1504 of
the Code (or successors), of which the Sublessor is or becomes a member if
consolidated federal income tax returns are filed for such group.

9. TAX FILING.

The Sublessee will maintain records with respect to the operation of
the Aircraft and will provide to the Sublessor information with respect to such
operations (and will cause its

Affiliates and any sublessee, transferee, assignee, and successor of Sublessee
(and in each case, its Affiliates) to maintain such records and to provide such
information) that is not within the control or possession of the Sublessor,
within fifteen Business Days after written request therefor, as the Sublessor
may reasonably require to enable the Sublessor to fulfill in a timely and
proper manner its tax filing requirements, including federal income tax filing
requirements.

10. VERIFICATION.

The computations required to be made under this Agreement shall, at
the Sublessee's written request, be verified in writing by any nationally
recognized firm of certified public accountants selected by the Sublessor and
reasonably acceptable to the Sublessee, the determination of such accountants
to be binding on the Sublessor and the Sublessee. To enable such accountants
to verify such computations, the Sublessor shall provide to such accountants
(for their confidential use) all information reasonably necessary for such
verification. The costs of such verification shall be borne by the Sublessee,
unless, according to such verification, the Sublessor's computation should be
reduced by 2% or more, in which case the costs shall be borne by the Sublessor.

11. SURVIVAL OF AGREEMENT.

The obligations and liabilities of the Sublessee and the Sublessor
arising under this Agreement with respect to or in connection with periods or
events occurring before the expiration, cancellation, or other termination of
the Sublease shall continue in full force and effect, notwithstanding the
expiration, cancellation, or other termination of the Sublease, until all such
obligations have been met and such liabilities have been paid in full.

12. DISCLOSURE.

Notwithstanding any other provision of this Agreement except in
connection with providing information to the firm of certified public
accountants for verification procedures in Section 10 hereof, the Sublessor
shall not be obligated to disclose to the Sublessee or any other Person, or to
permit the Sublessee or any other Person to examine, any income tax returns of
the Sublessor for any taxable year. The Sublessor will not be obligated under
this Agreement to disclose to the Sublessee, directly or indirectly, the method
of computation of the Sublessor's net economic return.

13. NOTICES.

All notices required under this Agreement shall be given and become
effective in the same manner as in the Sublease.

14. SUCCESSORS AND ASSIGNS.

This Agreement shall bind, and shall benefit and be enforceable by,
the parties hereto and their successors and assigns permitted under the
Operative Documents.

15. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with
the laws of the state of Georgia (excluding any conflict-of-laws rule that
would apply the laws of any other jurisdiction).

16. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, and by
the parties hereto in separate counterparts.

IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N632AS].

ATLANTIC SOUTHEAST AIRLINES, INC.,
(Sublessee)

By /s/ Xxxxxx X. Xxxx
----------------------------------------

Title: Vice President-Finance and Treasurer
------------------------------------

ANTOINE FINANCE CORPORATION
(Sublessor)

By /s/ Xxx X. Xxxxxxxx
----------------------------------------

Title: Vice President
------------------------------------

NONDISTURBANCE AND RECOGNITION AGREEMENT

THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee"). ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

BACKGROUND STATEMENT

Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N632AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft. All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined. Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed. As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

AGREEMENT

FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

1. Recognition and Consent to the Sublease. Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section 20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.

2. Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [ * ] year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document. The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

3. Sublessee's Obligations. The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease. In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease. The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

4. Lending Group Parties' Obligations. The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

5. Notices. Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

6. Title of Paragraphs. The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.

2
89

7. Governing Law. This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

8. Successors and Assigns. The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan. The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.

IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.

AVIONS DE TRANSPORT REGIONAL,
a Groupement d'Interet Economique

By: Xxxx Xx Xxxxxx
--------------------------------
Title: Attorney-in-Fact
-----------------------------

FIRST SECURITY BANK OF UTAH, N.A.

By: /s/ Xxxxx X. Xxxx
--------------------------------
Title: Assistant Vice President
-----------------------------

FIRST UNION COMMERCIAL CORPORATION

By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
-----------------------------

3
90

SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION

By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Title: Vice President
---------------------------------

NEWCOURT CREDIT GROUP, INC.

By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
-------------------------------

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Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event greater than the maximum interest rate permitted by applicable law). Lease: the Lease Agreement dated as of March 31, 1995 between the Lessor and the Sublessor and pertaining to the...

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