0000950144-06-006505 Sample Contracts

BLOCKED ACCOUNT AGREEMENT
Blocked Account Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia

THIS BLOCKED ACCOUNT AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2003 by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), WORLD AIRWAYS, INC., a Delaware corporation (“Company”), and CITIBANK, N.A., as Collateral Agent (“Agent”), for the benefit of itself and the Lenders, the Board and the Supplemental Guarantor (as such terms are defined in the Loan Agreement referenced below).

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AMENDMENT NO. 1 TO WAIVER TO LOAN AGREEMENT
Waiver to Loan Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York

THIS AMENDMENT NO. 1 TO WAIVER TO LOAN AGREEMENT, dated as of November 30, 2005 (this “Waiver”), is made and entered into by and among World Airways, Inc., a Delaware corporation (the “Borrower”), North American Airlines, Inc., a Delaware corporation (“North American”), World Air Holdings, Inc., a Delaware Corporation (the “Parent”) and the Air Transportation Stabilization Board (the “Board”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement (as such term is defined below).

WAIVER TO LOAN AGREEMENT
Waiver to Loan Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York

THIS WAIVER TO LOAN AGREEMENT, dated as of October 28, 2005 (this “Waiver”), is made and entered into by and among World Airways, Inc., a Delaware corporation (the “Borrower”), North American Airlines, Inc., a Delaware corporation (“North American”) World Air Holdings, Inc., a Delaware Corporation (the “Parent”) and the Air Transportation Stabilization Board (the “Board”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement (as such term is defined below).

BLOCKED ACCOUNT CONTROL AGREEMENT (“Shifting Control”)
Blocked Account Control Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York

AGREEMENT dated as of April 27, 2005, by and among North American Airlines, Inc. (“Company”), Citibank, N.A., as Collateral Agent (“Collateral Agent”) and Citibank, N.A. (“Depositary”).

AMENDMENT NO. 2 TO WAIVER TO LOAN AGREEMENT
Loan Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York

THIS AMENDMENT NO. 2 TO WAIVER TO LOAN AGREEMENT, dated as of December 15, 2005 (this “Waiver”), is made and entered into by and among World Airways, Inc., a Delaware corporation (the “Borrower”), North American Airlines, Inc., a Delaware corporation (“North American”), World Air Holdings, Inc., a Delaware Corporation (the “Parent”) and the Air Transportation Stabilization Board (the “Board”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement (as such term is defined below).

WAIVER TO LOAN AGREEMENT
Waiver to Loan Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York

THIS WAIVER TO LOAN AGREEMENT, dated as of November 11, 2005 (this “Waiver”), is made and entered into by and among World Airways, Inc., a Delaware corporation (the “Borrower”), North American Airlines, Inc., a Delaware corporation (“North American”) World Air Holdings, Inc., a Delaware Corporation (the “Parent”) and the Air Transportation Stabilization Board (the “Board”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement (as such term is defined below).

FIRST AMENDMENT TO BLOCKED ACCOUNT AGREEMENT
Blocked Account Agreement • July 7th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia

THIS FIRST AMENDMENT TO BLOCKED ACCOUNT AGREEMENT (this “Amendment”) is made as of the 25 day of May, 2005 by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), WORLD AIRWAYS, INC., a Delaware corporation (“Company”), and CITIBANK, N.A., as Collateral Agent (“Agent”), for the benefit of itself and the Lenders, the Board and the Supplemental Guarantor (as such terms are defined in the Loan Agreement referenced below).

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