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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on June 28, 2010

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Global Aviation Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	4522 (Primary Standard Industrial Classification Code Number)	No. 20-4222196 (I.R.S. Employer Identification No.)
	101 World Drive Peachtree City, Georgia 30269 (770) 632-8000
(Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices)

Mark M. McMillin

Senior Vice President, General Counsel and Secretary
Global Aviation Holdings Inc.
101 World Drive
Peachtree City, Georgia 30269
(770) 632-8215
(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

Copy to:

Thomas R. McNeill
Eliot W. Robinson
Bryan Cave LLP
1201 West Peachtree Street, N.W.
14^th Floor
Atlanta, Georgia 30309
(404) 572-6600 Leslie N. Silverman
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

    Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Shares of common stock, par value $0.0001 per share	$100,000,000	$7,130.00

(1)

Estimated solely for the purposes of computing the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 28, 2010

Prospectus

                        Shares

Global Aviation Holdings Inc.

Common Stock

        Global Aviation Holdings Inc. is offering                        shares of common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $            and $            per share.

        We have applied to have our common stock approved for listing on the NASDAQ Global Select Market under the symbol "GLAH."

Investing in the common stock involves risks. See "Risk Factors" beginning on page 14.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Company
Per Share	$	$	$
Total	$	$	$

        The selling stockholder identified in this prospectus has granted to the underwriters the right to purchase up to an additional                        shares of common stock held by the selling stockholder to cover over-allotments. We will not receive any proceeds from sales by the selling stockholder.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the shares to the purchasers on or about                        , 2010.

Morgan Stanley Jefferies & Company

The date of this prospectus is                        , 2010

Table of Contents

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	14
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS	33
USE OF PROCEEDS	35
DIVIDEND POLICY	35
CAPITALIZATION	36
DILUTION	37
SELECTED HISTORICAL FINANCIAL DATA	39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
INDUSTRY	75
BUSINESS	77
MANAGEMENT	92
EXECUTIVE COMPENSATION	100
PRINCIPAL AND SELLING STOCKHOLDER	116
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	118
DESCRIPTION OF CERTAIN INDEBTEDNESS	119
DESCRIPTION OF CAPITAL STOCK	122
SHARES ELIGIBLE FOR FUTURE SALE	124
MATERIAL U.S. FEDERAL TAX CONSEQUENCES	125
UNDERWRITING	129
VALIDITY OF COMMON STOCK	132
EXPERTS	132
WHERE YOU CAN FIND MORE INFORMATION	133

        We are responsible for the information contained in this prospectus. We have not, and the underwriters and the selling stockholder have not, authorized anyone to give you any other information, and neither we, the underwriters nor the selling stockholder take any responsibility for any other information that others may give you. We, the underwriters and the selling stockholder (if applicable) are offering to sell shares of common stock, and seeking offers to buy shares of common stock, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. In this prospectus, the "Company," "our Company," "we," "us" and "our" refer to Global Aviation Holdings Inc., and its consolidated subsidiaries, unless the context otherwise requires.

        Through and including                        , 2010 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

        Unless otherwise indicated, information contained in this prospectus concerning our business lines, our industry and its segments and related markets and our general expectations concerning our industry and its segments and related markets are based on management estimates. Such estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and reflect assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable.

        While we believe the industry and similar data presented herein that is derived from information released by third-party sources is accurate, neither we, the underwriters, nor the selling stockholder has independently verified this information and can provide no assurance regarding its accuracy.

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PROSPECTUS SUMMARY

This summary highlights information contained in this prospectus. It does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections captioned "Risk Factors" and "Cautionary Language Regarding Forward-Looking Statements" and the historical financial data and related notes contained elsewhere in this prospectus before making an investment decision.

All references to "we", "us", "our", "Global", "our Company" or "the Company" in this prospectus mean Global Aviation Holdings Inc. and its consolidated subsidiaries, unless the context requires otherwise.

All references to "MatlinPatterson" in this prospectus mean MatlinPatterson ATA Holdings LLC, a Delaware limited liability company, our principal stockholder and an affiliate of MatlinPatterson Global Advisers LLC and certain investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager.

All references to the "military" mean the armed forces of the United States of America. All references to "block hour" in this prospectus mean a measurement of the time interval from an aircraft's departure from one terminal to its arrival at another. All references to "government fiscal year" in this prospectus mean the fiscal year of the U.S. federal government ending on September 30 of the year indicated.

Our Company

        Global Aviation Holdings Inc. is a provider of customized, non-scheduled passenger and cargo air transport services, offering our customers a wide range of aircraft types, configurations, payloads and capabilities. We operated in approximately 124 countries worldwide in 2009, and are the largest provider of contracted air transportation services to the U.S. military. We provide our services through our two operating air carriers, World Airways, Inc. and North American Airlines, Inc., which we refer to in this prospectus as "World" and "North American," respectively. As of March 31, 2010, our combined fleet consisted of 30 wide-body and narrow-body leased aircraft, which support our two primary business lines: (1) military, which includes both passenger and cargo services, and (2) commercial cargo air transport services. We also offer passenger charter services to customers in specialty markets, such as providing supplemental peak capacity for other air carriers, political campaigns, professional sports teams, tour operators and concert tours.

        Our two primary lines of business combine the stable revenue base of our military business with the dynamic growth platform of our commercial cargo service. This coupling of stability and growth reduces our business model's vulnerability to economic downturns while positioning us to take advantage of opportunities as the global economy strengthens. Nearly all our military and commercial cargo customer contracts provide for fuel expense pass-throughs or reimbursements, significantly reducing our exposure to fuel price volatility.

        For the year ended December 31, 2009, our military and commercial cargo business lines generated revenues of $858 million and $116 million, respectively, and, with other revenues of $69 million, we had combined revenues of $1,043 million. We generally measure our productivity by block hours, and charge many of our customers on a block hour basis. A block hour is the time interval from an aircraft's departure from one terminal to its arrival at another. For the year ended December 31, 2009, block hours totaled 86,684, of which military (passenger and cargo) and commercial cargo business lines accounted for 55,828 block hours and 22,514 block hours, respectively. The balance of the block hours, or 8,342 block hours were for passenger charter services and non-revenue operations.

Our Business Lines

        Military Passenger and Military Cargo (approximately 82% of our revenues and 64% of our block hours in 2009).    We are the largest provider of air transport services to the U.S. military. We have been

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transporting troops and their families, as well as equipment and supplies, around the world since 1952 during times of both conflict and peace. In 2009, we provided airlift capacity for approximately 864,000 military passengers and approximately 316,000 tons of cargo. We believe the military's demand for international passenger and cargo air transport services will remain significant, even following further troop withdrawals from Iraq.

        The U.S. Department of Defense (DOD), through the U.S. Air Force's Air Mobility Command (referred to as AMC), relies on commercial air carriers for more than 90% of its passenger and 40% of its cargo international air transportation needs because this model represents a more cost-effective option than operating and maintaining its own aircraft. In the government fiscal year ended September 30, 2009, the military contracted with commercial air carriers for $1.6 billion in passenger flights and $1.6 billion in cargo flights under its international program. The AMC awards flights to contracting teams formed by various major scheduled passenger, cargo integrator and charter air carriers based on the aircraft those teams pledge to the Civil Reserve Air Fleet (referred to as the CRAF), which is a program operated by the AMC to ensure aircraft are available for activation by the military in times of need. The carriers in these teams generally rely upon passenger and cargo charter air carriers, such as World and North American, to operate the flights awarded to the team. Our military passenger and cargo service contracts reimburse us based on the average costs of all participating air carriers, weighted by flights flown in the AMC international program, plus a fixed operating margin. These contract terms allow us to operate on a cost-plus basis, providing a stable source of revenues payable by the U.S. military, a secure counterparty and credit risk. Furthermore, because our contracts provide for reimbursement of fuel costs by the military, plus an applicable cost-plus markup, this business line is substantially insulated from fuel price volatility.

        We are the largest operator of passenger flights in the AMC international program, receiving 51% of the program's total passenger expenditures in 2009. We offer the military a range of aircraft sizes from the Boeing 757-200 narrow-body to the medium-class wide-body Boeing 767-300ER to the large-class wide-body McDonnell Douglas MD-11. Our variety of aircraft types and fleet flexibility enable us to meet almost any passenger airlift requirement of the military, which we believe gives us a significant competitive advantage.

        We are the only provider of both passenger and cargo airlift to the military, and we have successfully grown our military cargo business in recent years. One key factor in generating that growth is the military's increasing use of large contoured cargo freighters, primarily the MD-11 freighter, which often provides a more efficient solution for many cargo payloads than the larger B747 family of freighters. The MD-11 freighter has an advantageous payload design and is modern, younger and approximately 35% more fuel-efficient than the Boeing 747-200 traditionally used for military air cargo transport. The AMC has indicated that it intends to direct 20% of its wide-body cargo transport requirements to contoured freighters. As the largest operator of MD-11 freighter flights for the AMC, we are well-positioned to benefit from this greater use of contoured aircraft.

        Another factor in the growth of our military cargo business is the military's increased use of the Boeing 747-400 freighter with its greater fuel efficiency and increased payload relative to the older B747-200 freighter. In 2009, we began to operate our B747-400 freighters for the military, transporting, among other things, Mine-Resistant, Ambush-Protected All-Terrain Vehicles (known as M-ATVs) to Afghanistan. In fiscal year 2010, the AMC began paying a separate, higher rate for the B747-400 over the B747-200 freighter.

        Commercial Cargo (approximately 11% of our revenues and 26% of our block hours in 2009).    For our commercial customers, we operate freighter aircraft primarily under contracts pursuant to which we provide the aircraft, crew, maintenance and insurance at a fixed rate per block hour. These contracts, known as ACMI contracts, provide our air cargo customers with the flexibility to outsource their cargo aircraft requirements, add supplemental capacity in existing markets and serve increased demand in seasonal markets, without reactivating older freighters or acquiring newer freighters and related resources,

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such as flight crews. Under ACMI contracts, the customer is responsible for paying the majority of total operating expenses, including fuel. Our current and recent commercial cargo customers include ANA Aviation Services, Asiana Airlines, Cargolux, Etihad Airways, Lufthansa Cargo and Tampa Air Cargo.

        We also enter into full-service charter contracts with certain customers where we are paid a higher block hour rate, but assume responsibility for fuel, handling, landing fees and other operating expenses. Recent full-service customers include Diplomat Freight Services, Lufthansa Cargo Charters and UPS Supply Chain Solutions, as well as certain international freight forwarders for whom we operate flights to and from a variety of international destinations.

        Other—Commercial Passenger Charters.    In addition to operating military passenger missions, we use our passenger aircraft to provide ACMI and full-service passenger charters to government and commercial customers in certain specialty markets, including operating supplemental peak capacity flights for other air carriers, political campaigns, professional sports teams, tour operators and concert tours. For instance, we provided dedicated charter aircraft to both the Barack Obama and Hillary Clinton 2008 presidential campaigns and operated international charter flights for the White House press corps, Aerosur, Air Jamaica, Caribbean Airlines, Virgin Atlantic, State Farm and the 2009 Bruce Springsteen tour. In 2009, these commercial passenger charter services represented approximately 6% of our revenues and 8% of our block hours.

Our Combined Aircraft Fleet

        As of March 31, 2010, our combined fleet consisted of 30 leased passenger and freighter aircraft, as described in more detail in the table below:

Aircraft Type	World		North American		Average Age (in years)		Lease Expiration Range (in months)
Boeing 757-200 (passenger)		—		5		10		24-50
Boeing 767-300ER (passenger)		—		5		14		12-48
Boeing 747-400 (freighter)		2		—		16		96-104
McDonnell Douglas MD-11 (freighter)		9		—		16		23-62
McDonnell Douglas MD-11 (passenger)		6		—		15		10-41
McDonnell Douglas DC-10-30 (passenger)		3		—		28		35-41
		20		10		16.7

Competitive Strengths

        We believe we possess the following competitive strengths:

        Leading Provider of Military Air Transport Services.    We have been flying for the military since 1952 and are the largest provider of military transport services in the AMC international program, which provides the U.S. military's outsourced international passenger and cargo requirements. The U.S. military, through the AMC, relies on commercial air carriers for more than 90% of its passenger and 40% of its international air cargo needs. For the 2009 government fiscal year, our share of total AMC passenger spending was 51.4% and our share of total AMC cargo spending was 5.6%, which on a combined basis represent 27.9% of total spending in the AMC international program. We are the co-leader of the Alliance Team, the largest of the three teams that support the AMC. Under our arrangements within the Alliance Team, we have a right of first refusal to fly all passenger missions awarded to our team. We also have a right of first refusal to fly military MD-11 freighter missions and a second priority position to fly B747 freighter missions awarded to our team. We are the only provider of both passenger and cargo air transport services to the AMC.

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        Stable and Recurring Source of Revenue.    Since we began flying for the military, we have supported major operations in Korea, Vietnam, the Persian Gulf, Bosnia, Iraq, Afghanistan and Haiti, as well as peacetime multi-government training exercises and on-going deployment of troops on regular assignment at military bases around the world.

        Our cost-plus contracts with the military are not bid based on price but rather are awarded based on team entitlement and priced using the average costs of all participating air carriers, weighted by flights flown in the AMC international program, plus a fixed operating margin. We are compensated on a per-mission basis based on the mission's route and the aircraft type employed, at a fixed rate, regardless of the number of passengers or tons of freight actually flown. This operating and payment mechanism ensures a stable, recurring revenue base with predictable margins. Our military business also benefits from attractive payment terms and certainty of collections.

        Significant Barriers to Entry for Military Business.    In order to compete effectively for the military's business, an air carrier must satisfy many technical and logistical criteria. For example, operators of the AMC's international missions must: (1) be a U.S. certificated air carrier; (2) demonstrate 12 continuous months of commercial flights comparable to those flown by AMC charters (primarily international, long-range flights); (3) pass inspections and be certified by the Commercial Airlift Review Board of the AMC; (4) have a fleet capable of flying long-range, over-water and with heavy payloads; (5) have labor contracts with flexibility to conduct extended international missions with relatively short notice over specific routings to numerous international traditional destinations and non-traditional, remote destinations; and (6) commit aircraft to the CRAF. These requirements have historically precluded foreign carriers and discouraged most low cost carriers and major domestic air carriers from operating in the AMC international program.

        Limited Exposure to Fuel Price Volatility.    Our business model generally insulates our profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expense for an air carrier. Under our military contracts and most of our commercial passenger and cargo charter arrangements, our customers are responsible for the cost of jet fuel. In 2009, approximately 97% of our block hours were flown under either military or ACMI arrangements, in which the customer assumed the risk of fuel price volatility.

        Modern, Versatile Fleet.    We have a range of aircraft types in our fleet, which allows us the flexibility to cross-utilize the same aircraft in our military and commercial businesses, thereby maximizing aircraft usage and revenue while reducing unit costs. For example, we use the same fleet of freighter aircraft in the military business to transport military cargo to the Middle East and then commercial cargo on return trips via Asia to the United States. In addition, our combined fleet provides the military and our commercial customers a complete range of sizes of aircraft with long-range capability that meet most of their operational requirements.

        Our freighter aircraft fleet is younger on average than that of a majority of our competitors, resulting in relatively lower maintenance costs and higher fuel efficiency. All of our freighter aircraft are equipped with modern, digital, two crewmember cockpits. These modern cockpits provide us with a cost advantage over older wide-body freighter aircraft, such as the B747-200 and DC-10, that require a third pilot or flight engineer to operate all flights.

        Well-Seasoned, Experienced Management Team.    We have a strong management team with extensive experience in the air transport industry. Collectively, our senior executive team has more than 100 years of industry experience, and our key executives have held senior level positions at passenger and cargo divisions of leading charter, cargo and scheduled service airlines with domestic and international operations.

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Business Strategy

        Our strategy is to continue to be the leader in providing air transport services to the military while growing our commercial cargo business. The key elements of our strategy are:

        Maintain Leadership Position in the AMC International Program.    We plan to maintain our leadership in the AMC international program by maximizing our team's aircraft commitments to the CRAF, engaging the military on program improvements and continuing to match our aircraft offerings and capacity with the military's needs.

        Increase Military Cargo Business.    We plan to grow our military cargo business. In late 2009, the AMC indicated its intention to use MD-11 freighters to transport 20% of its air cargo missions compared to 13% of cargo transported by MD-11 freighters in 2009. We have been able to dedicate MD-11 freighter aircraft to flying full-time for the military, assisting the military in its stated goal of moving to modern, more fuel-efficient aircraft. Under our existing AMC teaming arrangements, we have a right of first refusal to fly military cargo on MD-11 freighters. We also have a second priority position to fly military cargo on B747 freighters, including B747-400 freighters that recently have been in high demand from the military due in part to the difficulties of transporting equipment and supplies to landlocked Afghanistan, and other difficult-to-reach destinations.

        Grow our Commercial Cargo Charter Business.    We expect the demand for our commercial air cargo charter services to strengthen as the world economy recovers, bolstered by the reduction in airlift capacity with the retirement of older freighter aircraft such as the DC-10 and B747-200. We believe our fleet has the right mix of freighter aircraft, and we are well-positioned to meet this increased demand. Our fleet is built around the MD-11 freighter, which is ideal for shorter transoceanic segments, including routings from Europe to the United States or the Middle East, and the B747-400 freighter, which is ideal for longer segments, including those from Asia-Pacific to the United States or Europe. This well-balanced mix of modern aircraft provides our international customers with attractive, long-range, wide-body freighter alternatives to meet their specific cargo transportation needs. As the global economy and international trade continue to recover, we intend to carefully explore opportunities to grow our freighter fleet to meet increased demand.

        Grow our Commercial Passenger Charter Operations.    We plan to use our operating experience, our worldwide operating authority from the U.S. government and the long-range capabilities of our aircraft to grow our passenger charter business in certain specialty markets. For example, we use our aircraft and crew to service scheduled operators' seasonal peak businesses, such as providing additional capacity to Caribbean Airlines during its summer peak travel months. In addition, we use our passenger aircraft to service specialty requirements, such as providing the Barack Obama presidential campaign a full-time aircraft in 2008. In particular, we believe the experience developed from our military business gives us a competitive advantage in servicing customers that require the ability to change flight schedules on short notice or to operate to locations where most air carriers have limited experience and limited contacts with local vendors. For example, we have recently operated international charters for customers making a pilgrimage to Lourdes, France; charter travel to the Balkans; deportation flights for the U.S. government; and for corporate salesforce incentive programs.

        Provide Reliable, Quality Customer Service.    We plan to continue delivering safe, high quality service to our customers. In order to meet our customers' needs, we prepare and train to operate to a variety of destinations, many of which are remote. For example, North American is certified for extended twin-engine operations, referred to as ETOPS, to operate over-water up to 180 minutes from a landing field. In addition, World has applied for certification from the Federal Aviation Administration to fly polar routings to reduce block hours on certain intercontinental flights.

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        Both World and North American maintain modern, computerized operations control centers, which, via satellite communication, enable real-time tracking of our aircraft, so that we can quickly troubleshoot issues and communicate with our customers. We carry a fly-away kit of spare parts on our aircraft and also frequently operate our flights with mechanics and operations personnel onboard. We are required under our military contracts to meet certain on-time and other performance criteria, and we track these metrics for our other customers as well.

        Maintain Efficient Cost Structure.    As an integral part of our contract airlift business model we maintain a competitive cost structure. We continuously seek opportunities to streamline our operations and reduce our unit costs. For example, the following initiatives are currently underway:

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Streamline Operational Support Services—We are consolidating certain duplicate functions at World and North American into a single corporate organization charged with developing a more focused sourcing strategy and implementing operational process improvements, which we expect will ultimately drive additional cost savings.

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Simplify Fleet—We currently operate six wide-body and narrow-body passenger and cargo aircraft types. In 2009, we began to retire our DC-10 aircraft fleet, and it is our intention to continue to further downsize this fleet subject to requirements from the military and the availability of more efficient replacement passenger aircraft. This fleet simplification will enable World to further streamline maintenance, support functions and flight crew training as well as improve crew utilization across its two remaining cockpit types.

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Reduce Aircraft Lease Costs—We will continue to manage fleet capacity through near-term lease expirations and renewals. More than 85% of our aircraft lease contracts will expire over the next four years. We expect to achieve significant reductions in aircraft rental or equivalent costs when we replace or renegotiate the operating lease terms of these aircraft.

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Reduce Commissions—Outside studies sponsored by the military have indicated that the level of commissions paid by the charter carriers operating AMC flights to their non-flying carrier teammates should be reduced. If these changes are implemented, World and North American will improve their profitability from flights flown on behalf of the AMC.

Our Sponsor

        Certain investment partnerships affiliated with MatlinPatterson, for which MatlinPatterson Global Advisers LLC acts as investment manager, are our equity sponsors. MatlinPatterson Global Advisers LLC, since its inception in 2002, has managed investment partnerships with approximately $9 billion in capital commitments. Over a period of 16 years, investment partnerships affiliated with MatlinPatterson Global Advisers LLC and their principals have invested across a broad range of industries in more than 40 countries and obtained majority or substantial ownership interests in more than 70 companies. As of March 31, 2010, MatlinPatterson owned approximately 95.4% of our outstanding shares.

        Upon the completion of this offering, we anticipate that MatlinPatterson will own            shares of our common stock, or        % of our outstanding shares, or will own          shares of our common stock, or        % of our outstanding shares, if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock from the selling stockholder.

Our History

        Global was incorporated under Delaware law on January 26, 2006 under the name "New ATA Holdings Inc." and acquired a controlling interest in ATA Holdings Corp. and ATA Airlines, Inc. on February 28, 2006. Unless otherwise indicated, we refer to ATA Airlines, Inc. in this prospectus as "ATA". On August 14, 2007, we acquired World Air Holdings, Inc., the parent company of World and North American. Following the 2007 acquisition, Global had three major subsidiaries, ATA, World and North

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American. Each of these air transport companies specialized in military passenger and/or cargo transport. ATA and North American historically operated in scheduled service and charter passenger service, while World operated in passenger charter and ACMI cargo. The scheduled service operations of both ATA and North American ceased in 2008. On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code primarily due to the unexpected and, we believe, wrongful termination by Federal Express Corporation (FedEx) of ATA's military teaming arrangement led by FedEx.

        The Chapter 11 plan of ATA was approved and confirmed on March 26, 2009 and became effective on March 31, 2009. ATA is in the process of completing an orderly liquidation of its assets and winding down its bankruptcy estate, and all remaining assets are held in plan trusts. We have already received distributions from the ATA bankruptcy estate, and we may be entitled to receive additional distributions in connection with the liquidation of ATA once the litigation against FedEx (described below) is resolved. Except for one pending matter involving an ATA aircraft lease guaranteed by us (discussed under "Business—Legal Proceedings" below), we are aware of no further financial liabilities owed by us arising out of ATA or its bankruptcy.

        On June 11, 2008, the ATA bankruptcy estate filed suit against FedEx for, among other things, breach of contract. The pending action seeks damages of approximately $94 million. FedEx filed a motion for summary judgment that was denied on June 24, 2010. Accordingly, we anticipate that the FedEx litigation will proceed to trial, which is currently scheduled for August 2010. We cannot predict the outcome of this litigation.

        In accordance with ATA's Chapter 11 plan, approximately 85% of any net damages recovered (after deduction of the expenses associated with the litigation) in the FedEx litigation will be paid to the Chapter 11 plan trustee for eventual distribution to us. If we receive distributions from the ATA bankruptcy estate trusts totaling more than $5 million, we are obligated to use all such distributions to offer to purchase at par any outstanding First Lien Notes, and then, if remaining distributions total more than $1.3 million, we must offer to prepay our Second Lien Loan, without premium, in an amount equal to the entire amount of such remaining distributions. Any funds not so used would be available to us for general corporate purposes. See "Description of Certain Indebtedness."

Principal Executive Office and Other Information

        Our principal executive office is located at 101 World Drive, Peachtree City, Georgia 30269, and our telephone number at this address is (770) 632-8000. Our corporate website is www.glah.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus.

Risk Factors

        Our business is subject to numerous risks, including the following:

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We are highly dependent on revenues from our military business.

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Our revenues from our military business are sensitive to teaming arrangements among air carriers participating in the CRAF.

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The costs we incur on our military missions may be greater than the amounts for which we are reimbursed by the AMC, which would reduce our profitability.

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While our revenues may vary significantly over time, a substantial portion of our operating expenses are fixed.

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We depend on a limited number of significant customers for our commercial cargo business, and the loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations.

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We are highly dependent upon our operating cash flows due to our lack of an established line of credit or borrowing facility.

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Our substantial operating lease obligations could adversely affect our financial condition and results of operations.

•

The terms of our indebtedness contain and may in the future contain various covenants that limit our financial and operating flexibility and in some cases require us to meet certain financial ratios and maintenance tests. The failure to comply with such ratios, tests and covenants could have a material adverse effect on our business, financial conditions and results of operations.

•

Substantially all of our assets are pledged as collateral to secure our indebtedness, which may adversely affect our financial flexibility including our ability to obtain other loans or working capital lines of credit.

•

We depend on certain levels of worldwide economic activity to operate successfully. A significant reduction in demand for air cargo transport could materially and adversely affect our business, financial conditions and results of operations.

•

Our majority stockholder, which is affiliated with numerous investment portfolio companies in a wide range of industries, may have conflicts of interest with us in the future.

        These and other risks are more fully described in the section entitled "Risk Factors." We urge you to carefully consider all the information presented in the section entitled "Risk Factors" beginning on page 14.

8

The Offering

Common Stock We Are Offering	shares
Over-allotment Option	The underwriters have a 30 day option to purchase from the selling stockholder up to an additional         shares of common stock to cover over-allotments. We will not receive any proceeds from any sale of shares of common stock by the selling stockholder.
Common Stock Outstanding After Offering	shares.
Use of Proceeds	We intend to use the net proceeds from this offering to repay the Second Lien Loan in full, repay a portion of the First Lien Notes, expand our combined fleet, and for general corporate purposes. See "Use of Proceeds".
Proposed Nasdaq Symbol	GLAH

        The number of shares of common stock to be outstanding after the offering is based on the number of shares outstanding as of March 31, 2010 and excludes:

•

                 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2010.

•

                 shares of common stock issuable upon the exercise of certain warrants outstanding as of March 31, 2010.

•

                 additional shares of common stock reserved for future issuance under equity incentive plans.

        Unless otherwise indicated, information in this prospectus assumes:

•

no exercise by the underwriters of their option to purchase an additional            shares of common stock from the selling stockholder.

•

         for-one split of our common stock to be effected prior to the completion of the offering.

9

SUMMARY HISTORICAL
CONSOLIDATED FINANCIAL AND OTHER DATA

        The following tables set forth our summary consolidated financial data for the periods indicated below. The summary consolidated statements of operations data for each of the three years in the period ended December 31, 2009 and the summary consolidated balance sheet data as of December 31, 2009, are derived from our audited consolidated financial statements, which are included elsewhere in this prospectus.

        The summary consolidated balance sheet data as of March 31, 2010 and consolidated statements of operations data for the three months ended March 31, 2009 and 2010 are derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. In the opinion of management we have prepared our unaudited condensed consolidated financial statements on the same basis as our annual consolidated financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the periods presented. The summary consolidated historical financial information for the three months ended March 31, 2010 is not necessarily indicative of the results that may be obtained for the remainder of 2010.

        We believe the following items, which are more fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations," significantly affect the comparability of our financial results between periods in the tables below.

•

Our acquisition of World Air Holdings, the parent of World and North American, on August 14, 2007. The results of operations and financial position of World Air Holdings have been included in our consolidated financial statements since such date.

•

The bankruptcy filing of ATA and ATA's cessation of business operations in April 2008. As of April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements.

        We have also presented below summary balance sheet data as of December 31, 2009 and March 31, 2010 on an actual basis, and as of March 31, 2010, as adjusted, to give effect to the sale of the shares offered hereby at an assumed initial public offering price of $            per share (the mid-point of the estimated price range set forth on the cover of this prospectus), after deducting the underwriting discount and our estimated expenses in this offering, and the use of the proceeds from such sale as more fully described under "Use of Proceeds."

        The information presented below should be read in conjunction with "Use of Proceeds," "Capitalization," "Selected Historical Financial Data," "Management's Discussion and Analysis of

10

Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

		For the Year Ended December 31,									For the Three Months Ended March 31,
(Dollars in thousands)		2007(1)			2008(1)			2009			2009			2010
Statement of operations data:
Total operating revenues		$	1,154,610		$	1,447,930		$	1,042,585		$	270,569		$	298,543
Operating expenses:
	Aircraft fuel		383,523			490,714			225,309			54,223			76,928
	Aircraft rentals		139,071			159,666			164,260			40,987			39,085
	Maintenance, materials and repairs		108,404			140,364			135,754			32,874			35,273
	Flight operations		118,682			123,150			102,599			26,238			26,807
	Aircraft and traffic servicing		111,006			114,532			89,538			23,584			24,291
	Passenger services		82,873			91,571			78,351			19,567			20,422
	Crew positioning		53,523			77,382			55,423			14,749			14,393
	Selling and marketing		68,707			70,057			52,401			13,723			15,936
	Depreciation and amortization		43,814			64,978			71,092			17,295			18,592
	General and administrative		88,496			120,245			44,145			13,388			12,758
	Asset impairment and aircraft retirements(2)(3)(4)		7,161			124,520			5,716			—			—
	Other expenses		4,543			6,811			6,895			1,673			2,786
Total operating expenses			1,209,803			1,583,990			1,031,483			258,301			287,271
Operating income (loss)			(55,193	)		(136,060	)		11,102			12,268			11,272
Other income (expense):
	Interest expense, net		(27,238	)		(51,736	)		(53,936	)		(12,801	)		(10,768	)
	Gain (loss) on investment		—			—			58,122			40,000			(1,217	)
	Gain on debt extinguishment		—			—			85,305			—			—
	Gain on write-down of warrants		—			6,286			—			—			—
	Other, net		(231	)		(336	)		(2,470	)		(424	)		219
Net income (loss)			(69,666	)		(187,537	)		141,959			39,149			(447	)
Preferred stock dividends(5)			(10,194	)		(29,802	)		(9,483	)		(8,753	)		—
Net income (loss) to common stockholders		$	(79,860	)	$	(217,339	)	$	132,476		$	30,396		$	(447	)
Basic (loss) earnings per common share:
	Weighted-average shares outstanding
	Income (loss) available to common stockholders per share
Diluted (loss) earnings per common share:
	Weighted-average shares outstanding
	Income (loss) available to common stockholders per share
Other data:
	Adjusted EBITDA(6)	$	(4,449	)	$	53,102		$	85,440		$	29,139		$	30,083

	As of December 31, 2009		As of March 31, 2010
(in thousands)	Actual		Actual		As Adjusted
Balance sheet data:
Cash and cash equivalents	$	73,077	$	66,843	$
Total assets		679,525		659,283
Net property and equipment		126,526		129,266
Long-term debt, less current maturities		211,128		202,668
Stockholders' equity		191,369		192,300

(1)

Includes the operating results of ATA for periods through April 2, 2008.

(2)

During the year ended December 31, 2009, we recorded $5.7 million in asset impairments and aircraft retirements due to the early retirement and redelivery of aircraft and engines.

11

(3)

During the year ended December 31, 2008, we recorded $124.5 million in asset impairment and aircraft retirements. Impairment charges of $91.2 million were recorded for ATA during the first half of 2008, which included the full impairment of its intangible assets related to its military contract and codeshare agreement with Southwest Airlines Co., aircraft leasehold improvements, airframe and engine overhauls, and the value of the aircraft and related debt for two aircraft leased under capital leases. As a result of ATA's bankruptcy filing, on April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. As of that date, we adopted the cost method of accounting for ATA. We determined that our net investment in ATA under the cost method of $17.8 million as of April 3, 2008 was fully impaired as of April 3, 2008 and recorded an impairment charge of $17.8 million to asset impairments and aircraft retirements on our consolidated statement of operations.

In addition, during the year ended December 31, 2008, $15.5 million of impairment charges were recorded for goodwill and intangible impairment.

(4)

For the year ended December 31, 2007, we recorded $7.2 million in asset impairments and aircraft retirements for the return of certain aircraft and intangible asset impairment.

(5)

On April 6, 2009, our majority stockholder, the sole holder of the outstanding Series A Preferred Stock converted the Series A Preferred Stock and accumulated dividends thereon into common stock. The holder of our Series A Preferred Stock was entitled to cumulative dividends at an annual rate of 16.0% on the liquidation amount of the Series A Preferred Stock. The accumulated dividend at the time of conversion was $49.5 million. Preferred stock dividends were recorded for the years ended December 31, 2007, 2008 and 2009 and for the quarter ended March 31, 2009. No common stock dividends were paid in any period presented.

(6)

Adjusted EBITDA is a financial measure we use in our business that is not calculated or presented in accordance with Generally Accepted Accounting Principles (GAAP). Adjusted EBITDA is defined by us as net income (loss) less interest expense, net of interest income, income tax expense (benefit), depreciation and amortization, (gain) loss on investment, gain on debt extinguishment, asset impairment and aircraft retirements, and gain on write-down of warrants. We believe Adjusted EBITDA provides useful supplemental information about our operating performance. However, it should not be considered as an alternative to net income (loss) or cash flows from operating activities as indicators of operating performance or liquidity. Adjusted EBITDA should not be viewed in isolation and does not purport to be an alternative to net income (loss) as an indicator of operating performance or cash flow from operating activities as a measure of liquidity. Adjusted EBITDA excludes some, but not all, items that affect net income (loss), and these measures may vary among companies. Therefore, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies. The following is a reconciliation of net income (loss) to Adjusted EBITDA:

	For the Year Ended December 31,									For the Three Months Ended March 31,
(in thousands)	2007			2008			2009			2009			2010
Net income (loss)	$	(69,666	)	$	(187,537	)	$	141,959		$	39,149		$	(447	)
Interest expense, net of interest income		27,238			51,736			53,936			12,801			10,768
Income tax expense (benefit)		(12,996	)		5,691			(43,836	)		(106	)		(47	)
Depreciation and amortization		43,814			64,978			71,092			17,295			18,592
(Gain) loss on investment(a)		—			—			(58,122	)		(40,000	)		1,217
Gain on debt extinguishment(b)		—			—			(85,305	)		—			—
Asset impairment and aircraft retirements(c)		7,161			124,520			5,716			—			—
Gain on write-down of warrants(d)		—			(6,286	)		—			—			—
Adjusted EBITDA	$	(4,449	)	$	53,102		$	85,440		$	29,139		$	30,083

(a)

As a result of the bankruptcy filing of ATA, on April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. As of that date, we adopted the cost method of accounting for ATA. During the year ended December 31, 2009, we recorded a gain on this investment of $58.1 million for $52.5 million of cash received from the ATA bankruptcy estate and $5.6 million due to the consolidation of the ATA bankruptcy estate trust. The trust has been consolidated due to our primary beneficial interest in the estate. During the quarter ended March 31, 2010, a $1.2 million loss on investment was recorded predominately due to legal expenses associated with the bankruptcy estate's suit filed against FedEx seeking damages of $94.0 million. During the quarter ended March 31, 2009, we recorded a gain on our cost method investment in ATA of $40.0 million for cash received from the ATA bankruptcy estate, which was used to pay down our outstanding debt.

(b)

Represents net gain recorded as a result of a term loan being purchased at a discount in June 2009.

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(c)

See notes 2, 3 and 4 above.

(d)

Represents a non-cash gain on the write-down of warrants reflecting a fair value adjustment applicable under liability accounting. See Note 10 to our audited consolidated financial statements and Note 5 to our unaudited interim consolidated financial statements included elsewhere in this prospectus.

        The following table sets forth supplemental operating statistics for World and North American and does not reflect ATA, which ceased operations as of April 3, 2008.

	For the Year Ended December 31,				For the Three Months Ended March 31,
	2008		2009		2009		2010
Total block hours(1)		91,588		86,684		22,642		22,190
Total departures(2)		16,481		15,377		3,979		3,903
Weighted average fuel price per gallon		$3.37		$1.85		$1.72		$2.38
Average aircraft in revenue service		28.4		29.6		31.7		26.5
Average aircraft utilization (block hours per day)		8.8		8.0		7.9		9.3

(1)

Consists of the following:

		For the Year Ended December 31,				For the Three Months Ended March 31,
		2008		2009		2009		2010
Block Hours
	Military passenger		48,065		50,630		13,375		12,587
	Military cargo		5,200		5,198		1,701		2,780
	Commercial cargo		24,955		22,514		5,872		5,020
	Commercial passenger		9,551		7,277		1,456		1,536
	Scheduled service		2,714		—		—		—
	Non-revenue		1,103		1,065		238		267
	Total block hours		91,588		86,684		22,642		22,190

(2)

Includes 11,356 and 10,610 non-ACMI departures for the years ended December 31, 2008 and 2009, respectively, and 2,799 and 2,857 non-ACMI departures for the three months ended March 31, 2009 and 2010, respectively.

13

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations.

Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to our Business

We are highly dependent on revenues from our participation in the AMC international program. If our revenues from this business decline from current levels, it could have a material adverse effect on our business, financial condition and results of operations.

        For the years ended December 31, 2009, 2008 and 2007, our revenues from our participation in the AMC international program represented approximately 82%, 79% and 75% of our total revenues, excluding ATA. Our revenues and net income from the AMC are derived from one-year contracts that DOD is not obligated to renew. Our current contract runs from October 1, 2009 through September 30, 2010. Any future military contracts awarded to us may be on less favorable terms.

        In addition, the volume of AMC business available to us is sensitive to changes in national and international political priorities, troop deployments and the U.S. federal budget. We currently anticipate a decrease in troop deployments from 2009-2010 levels starting in 2011 and continuing into 2013, which can be expected to result in reduced military flying. It is possible that troop deployments could decline more significantly than anticipated as political or military priorities change.

        Like all government contracts, our current contract with the military is conditioned upon the continuing availability of funds through legislative appropriations. DOD may cancel the contract if appropriations become unavailable.

        Our military contracts contain various operational performance requirements. These include on-time performance, availability of aircraft and crews to meet committed missions and successful completion of inspections. Failure to meet these requirements can result in a reduction in the number of our AMC missions, as well as a 2% penalty on revenue of missions awarded until the performance deficiency is remedied. For example, during 2006, World experienced a decline in AMC missions as a result of its failure to meet certain on-time criteria of the AMC. The performance issues were rectified but nevertheless resulted in World being awarded fewer flights than it otherwise would have been entitled.

        DOD can typically terminate or modify its contracts with us for convenience or for default by us or our teaming partners. If DOD terminates our contract for convenience, our ability to recover any incurred costs is subject to the AMC having appropriated sufficient funds to cover the termination settlement costs. The costs of terminating for convenience may exceed the costs appropriated by the AMC in the applicable year, and the AMC may not have access to Congressionally-appropriated additional funding under such circumstances. Moreover, DOD could terminate due to a failure to perform by us or, in limited circumstances, a failure to perform by our teaming partners. A termination arising from default may expose us to liability and have a material adverse effect on our ability to compete for future contracts. If DOD terminates our contract for default due to the performance, or lack thereof, of one of our teaming partners, we are generally cross-indemnified by the defaulting teaming partner subject to limitations of liability set forth in our teaming agreement. If the AMC were to terminate its business with us or if our AMC business otherwise declines significantly, it would have a material adverse effect on our business, financial condition and results of operations.

14

Unpredictability and variability in military demand for our services could make it difficult to optimize the use and maintenance schedule of our aircraft fleet, which could adversely affect our business, financial condition and results of operations.

        Predicting the precise timing of the military's demand for our services can be difficult, particularly in light of the confidential nature of troop deployment schedules. Our inability to precisely forecast demand for our aircraft can hinder our ability to optimize the use and maintenance schedule of our fleet. For example, in circumstances where we have planned for significant demand from the military that does not materialize, we may be unsuccessful in reallocating our aircraft for use by commercial cargo or passenger services customers. The failure to reallocate our aircraft to commercial use and the resulting reduction in their utilization could have an adverse effect on our business, financial condition and results of operations. Similarly, in circumstances where we have committed aircraft to commercial contracts, we may not have aircraft for military missions.

Our revenues from our AMC business are sensitive to teaming arrangements both with respect to our team and competing teams. If one of our team members reduces its commitments or withdraws from the team, or if carriers on other teams commit additional aircraft to this program, our share of AMC flying may decline. Any of these changes could have a material adverse effect on our business, financial condition and results of operations.

        Each year, the AMC grants a certain portion of its business to different air carriers based on a point system. The number of points that an air carrier can accrue is determined by the number and type of aircraft pledged to the CRAF. Our operating subsidiaries along with the other air carriers in our team currently participate in the CRAF program and generate entitlement points for AMC business. Points from team members that do not fly AMC missions are used to increase the flights awarded to other team members that do fly AMC missions, such as World and North American, in return for a commission on the revenue derived from those points.

        Continued participation by World and North American on the Alliance team is subject to significant risks. The formation of competing teaming arrangements, an increase by carriers from other teams in their commitment of aircraft to the CRAF program and the withdrawal of, or failure to renew a future teaming agreement with, any of the Alliance team's current partners could materially and adversely affect the amount of our AMC business. There has been and continues to be significant consolidation in the air carrier industry. As a result of consolidation, we expect some air carriers may choose to join other teams. As a result of these changes, we currently anticipate that the Alliance team's total share of entitlement points under the AMC international program will decrease for government fiscal year 2011. In addition, if any Alliance team member were to cease or restructure its operations or dispose of aircraft previously pledged to the CRAF program, the number of aircraft pledged to the CRAF program by the Alliance team could be reduced. Any of these developments could reduce the number of points allocated to the Alliance team and the Alliance team's allocation of AMC business to us would likely decrease. If the military substantially reduces the amount of business it awards the Alliance team or if the Alliance team reduces the military missions it awards to us, we may not be able to replace the lost business and our business, financial condition and results of operations could be materially and adversely affected.

The costs we incur on our military missions may be greater than the amounts for which we are reimbursed by the AMC, which would reduce our profitability.

        Under our contract with DOD, we are paid on a cost-plus basis in which we receive a fixed rate per mission based on the route and aircraft type. The fixed rate is calculated using the average costs of all participating air carriers, weighted by flights flown in the AMC international program. The AMC sets the fixed rate for each fiscal year using cost data for a 12-month period ending 15 months prior to the start of such fiscal year as adjusted following consultation with the air carrier, multiplied by a weighted composite price index to account for cost increases in the industry. As a result, the actual operating costs of our military business may exceed the fixed rate, although those higher actual operating costs will provide the

15

basis for the fixed rate used for missions flown in the following contract year. In certain circumstances where we have incurred unexpected costs for reasons outside our control, such as the additional costs we incurred to fly around the volcanic ash recently affecting flights over Europe, we have been reimbursed based on a reasonableness test. No assurance can be given, however, that any particular future increased costs would be adequately reimbursed, if at all. Insofar as the actual operating costs of our military business exceed the fixed rate paid by the AMC and such shortfall is not reimbursed, our profitability would be reduced.

Our business could be adversely affected by an adverse audit by the U.S. government.

        DOD contracts are routinely subject to audit by government agencies. Such an audit involves a review of our performance under our contracts, cost structure and compliance with applicable laws and regulations. It may also involve a review of the adequacy of, and our compliance with, our internal control systems and policies, including our management, purchasing, property, estimating, compensation, accounting and information systems. If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties and administrative sanctions, including termination of our government contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.

While our revenues may vary significantly over time, a substantial portion of our operating expenses are fixed. These fixed costs may limit our ability to quickly change our cost structure to respond to any declines in our revenues, which could reduce our profitability.

        To maintain our level of operations, a substantial portion of our costs, such as aircraft lease payments, crew, maintenance and facility costs, are fixed. Operating revenues from our business are directly affected by our ability to maintain high utilization of our aircraft at favorable rates. The utilization of our aircraft and our ability to obtain favorable rates are affected by many factors, including military requirements, global demand for passenger and cargo air transport services, global economic conditions, fuel costs and the deployment by our current and potential customers of their own aircraft, among others, which may cause our revenues to vary significantly over time. We are particularly vulnerable to reductions in demand due to our relatively high fixed-cost structure, which is difficult to adjust to match shifting volume levels. Accordingly, if our revenues for a particular period fall below expectations, we may be unable to proportionately reduce our operating expenses for that period.

We depend on a limited number of significant customers for our commercial cargo business, and the loss of one or more of these customers could materially and adversely affect our business, financial condition and results of operations.

        We depend on a limited number of significant customers for our commercial cargo business, most of which is conducted pursuant to contracts that are set to expire in the next two years. There is a risk that our customers may not renew their ACMI contracts with us on favorable terms or at all. Entering into ACMI contracts with new customers may require a long sales cycle. Because we generally lease our aircraft pursuant to non-cancelable operating leases, we could be forced to maintain aircraft in our fleet while they produce little or no revenue. As a result, if our ACMI contracts are not renewed or can only be renewed on less favorable terms, and if we are not able to obtain other business in a timely manner or at all, our business, financial condition and results of operations could be materially and adversely affected.

We depend on certain levels of worldwide economic activity to operate successfully. A significant reduction in demand for air cargo transport could materially and adversely affect our business, financial condition and results of operations.

        Our success is highly dependent upon the level of business activity and overall global economic conditions. The recent economic downturn has decreased and may continue to decrease the volume of

16

world trade and materially and adversely affect demand for the services offered by our ACMI customers, such as a significant reduction in the production of time-sensitive inventories, perishables and packages that have historically been transported via air freight. We cannot predict the effect or duration of any economic slowdown or the timing or strength of a subsequent economic recovery. We are particularly vulnerable to reductions in demand due to our relatively high fixed-cost structure, which is difficult to adjust to match shifting volume levels.

If we are unable to continue to lease aircraft at acceptable rates and terms in the future, or if we are unable to acquire compatible engines or spare parts, on terms favorable to us or at all, our business, financial condition and results of operations could be adversely affected.

        All of our aircraft are leased. Our operating leases typically run from three to ten years from the date of delivery. We may face more competition for, or a limited supply of, leased aircraft, making it difficult for us to negotiate competitive terms upon expiration of our current operating leases or to lease additional capacity required for our targeted level of operations. If we are forced to pay higher lease rates in the future to maintain our fleet, our profitability would be adversely affected. Also, if available aircraft, whether by purchase or lease, are not compatible with the rest of our fleet in terms of takeoff weight, avionics, engine type or other factors, we would incur potentially significant costs of fleet induction and modification, and reduced efficiency of our operations. Any increase in demand could also impair our ability to obtain additional engines and spare parts on favorable terms or at all at the time needed for our operations or for the implementation of our growth plan.

We are highly dependent upon our operating cash flows due to our lack of an established line of credit or borrowing facility, and, we may be unable to maintain sufficient liquidity to provide for our operating needs.

        We have no lines of credit or current access to a borrowing facility. We are therefore dependent upon our operating cash flows and cash balances to fund our operations and to make scheduled payments on our debt and other fixed obligations. Many air carriers, including ATA, have defaulted on debt securities and bank loans in recent years and have had their equity extinguished in bankruptcy reorganizations. This history has led to limited access to the capital markets by companies in our industry. We cannot assure you that any additional financing will be available on terms that are acceptable to us, if at all.

Our substantial operating lease obligations could adversely affect our financial condition and results of operations.

        We have a significant amount of fixed obligations under operating leases related to our aircraft, airport terminal space, other airport facilities and office space. As of December 31, 2009, future minimum lease payments under non-cancelable operating leases with initial or remaining terms in excess of one year were approximately $581 million, and we may incur significantly more fixed obligations if we take delivery of additional aircraft and other equipment. Our level of fixed obligations has important consequences for our business. For example, it could:

•

make it difficult for us to satisfy our debt obligations;

•

increase our vulnerability to general adverse economic and industry conditions;

•

limit our flexibility in planning for, or reacting to, changes in our businesses and the industry and markets in which we operate and compete;

•

affect our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; and

•

place us at a competitive disadvantage to our competitors that have fewer fixed obligations.

        If we are unable to make payments on our operating lease obligations, we could be forced to renegotiate those obligations or obtain additional equity or debt financing. We cannot assure you that any renegotiation efforts would be successful or timely, or that we would be able to renegotiate our obligations on terms acceptable to us, if at all.

17

The terms of our indebtedness contain and may in the future contain various covenants that limit our financial and operating flexibility and in some cases require us to meet certain financial ratios and maintenance tests. The failure to comply with such ratios, tests and covenants could have a material adverse effect on our business, financial condition and results of operations.

        The terms of our indebtedness contain restrictive covenants that impose significant operating and financial restrictions on us, including those that restrict our ability to:

•

incur additional indebtedness, including indebtedness secured by any lien;

•

create liens on assets, including leasehold interests;

•

sell or otherwise dispose of assets;

•

serve as guarantors of additional obligations;

•

change lines of business;

•

pay dividends and distributions or repurchase common stock;

•

make investments, loans or advances;

•

engage in certain transactions with affiliates, including certain payments to MatlinPatterson Global Advisers LLC and its affiliates;

•

enter into sale and leaseback transactions;

•

permit our consolidated cash flow, less capital expenditures, to fall below (i) $45 million for the period from September 30, 2009 through June 30, 2010 and (ii) $50 million thereafter, in each case, calculated quarterly on a trailing l2-month basis;

•

engage in a merger, consolidation or sale or transfer of substantially all of our assets; and

•

fail to hold any permit or authorization required to conduct business.

        In addition, on June 30 and December 31 of each year, we are required to offer to purchase up to $10.0 million aggregate principal amount of the First Lien Notes at a purchase price in cash equal to 100% of the principal amount, plus accrued and unpaid interest thereon. The terms of our indebtedness also require mandatory prepayments regardless of whether there is excess cash flow. Any failure to comply with the restrictions in any agreement governing our indebtedness may result in an event of default under those agreements. Such default may allow our creditors to accelerate our obligations under such indebtedness and such acceleration may trigger cross-acceleration or cross-default provisions in other debt or leases. Our assets and cash flow may not be sufficient to fully repay amounts outstanding under our debt instruments, either upon maturity or, if accelerated, upon an event of default.

Substantially all of our assets are pledged as collateral to secure our indebtedness, which may adversely affect our financial flexibility including our ability to obtain other loans or working capital lines of credit.

        Our First Lien Notes are secured by liens on substantially all our assets, other than mobile equipment and rights under aircraft leases and other excluded assets. Accordingly, if an event of default were to occur under the First Lien Notes, the holders of the First Lien Notes, would have a priority right to our assets, to the exclusion of our general creditors. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by the First Lien Notes resulting in all or a portion of our assets being unavailable to satisfy the claims of our subordinated or unsecured creditors. Additionally, the holders of the secured debt would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors. In any such event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. In addition, the pledge of these assets and other restrictions limit our ability to incur additional secured or unsecured indebtedness, to enter into a line of credit to support our working capital

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needs, or to sell or dispose of assets to raise capital, which could have an adverse effect on our financial flexibility.

Fuel price volatility could adversely affect our business, financial condition and results of operations.

        The price of aircraft fuel is unpredictable and has been increasingly volatile over the past few years. While our military and ACMI contracts require our customers to pay for or reimburse us for aviation fuel, if fuel costs increase significantly, our customers may reduce the volume and frequency of cargo shipments or find less costly alternatives for cargo delivery, such as land and sea carriers. If our customers reduce their use of air freight, our business, financial condition and results of operations could be materially and adversely affected.

        In addition, as a result of the timing of reimbursement under contracts providing for our customers to reimburse us for fuel costs, our working capital position may be adversely affected by significant increases in fuel costs, which could affect our liquidity.

Volatility in international currency markets may adversely affect demand for our commercial cargo and passenger services.

        Although we price our services and receive our payments in U.S. dollars, many of our customers' revenues are denominated in other currencies. Any significant devaluation in such currencies relative to the U.S. dollar could have a material adverse effect on such customers' ability to pay us or on their level of demand for our services, which could have a material adverse effect on our business, financial condition and results of operations. If there is a significant decline in the value of the U.S. dollar against other currencies, the demand for some of the products we transport could decline. Such a decline could reduce demand for our services and thereby have a material adverse effect on our business, financial condition and results of operations.

We may be subject to claims that were not released or discharged in either ATA's or our predecessor's bankruptcy proceedings.

        On April 2, 2008, ATA filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Indiana. The Chapter 11 Plan was approved and confirmed on March 26, 2009 with an effective date of March 31, 2009.

        The terms of ATA's Chapter 11 Plan provided that creditors of ATA that voted in favor of the Plan or accepted a distribution under the Plan were conclusively presumed to have released us from all claims that such creditors had against us relating to ATA based on events occurring on or before March 31, 2009, other than claims arising under our guaranties of ATA's obligations. This provision of the Plan did not apply to the United States or its agencies, nor to claims that ATA's secured lenders may have had against us under ATA's term loan agreement and related loan documents or otherwise.

        ATA also granted us a release of all claims that such creditors had against us based on events occurring on or before March 31, 2009, including derivative claims that might have been asserted on ATA's behalf. This release excluded certain claims arising under specified provisions of the U.S. Bankruptcy Code or comparable provisions of non-bankruptcy law, referred to as "Affiliate Avoidance Actions." The Affiliate Avoidance Actions were contributed to a trust for the benefit of ATA's secured lenders. We cannot provide any assurance that any such claims will not be brought against us by parties not subject to this release. However, as of this date, no such Affiliate Avoidance Actions have been brought, and we believe that defenses to any such actions would exist.

        As the guarantor of ATA's performance with respect to certain of its contractual lease obligations, we have been subject to claims made by lessors of ATA's aircraft leases, all but one of which have been settled. On February 9, 2009, Wilmington Trust Company, in its capacity as the trustee lessor to a 15-year lease agreement entered into by ATA on February 28, 2006, brought an action in the New York Supreme Court

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Commercial Division to enforce the guaranty provided by us guaranteeing the performance of ATA under that lease. The plaintiff is seeking (a) approximately $333,000 plus interest on the lease; (b) the greater of (i) $35 million and (ii) the current market value of the aircraft and (c) attorneys' fees and costs. The outcome of the litigation cannot be predicted and is dependent upon many factors beyond our control. See "Business—Legal Proceedings."

        In addition, our predecessor, ATA Holdings Corp., emerged from a Chapter 11 bankruptcy reorganization on February 28, 2006. Substantially all of the material claims against us that arose prior to the date of our predecessor's bankruptcy filing were addressed during those Chapter 11 proceedings or were resolved in connection with the related Plan and Confirmation Order adopted by the U.S. Bankruptcy Court. In addition, the U.S. Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. Circumstances in which claims and other obligations that arose prior to the bankruptcy filing were not discharged primarily relate to certain actions by governmental units under police power authority, instances where we agreed to preserve a claimant's claims, as well as, potentially, instances where a claimant had inadequate notice of the bankruptcy filing. In addition, claims against non-debtor subsidiaries, including foreign subsidiaries, are generally not subject to discharge under the U.S. Bankruptcy Code. To the extent that any pre-filing liability remains, the ultimate resolution of such claims and other obligations may have a material adverse effect on our business, financial condition and results of operations.

Some of our aircraft are periodically deployed in potentially dangerous situations, which may result in damage to our aircraft or cargo or harm to our employees.

        Some of our aircraft are deployed in potentially dangerous locations and carry hazardous cargo incidental to the services we provide in support of U.S. military activities, particularly in shipments to the Middle East. Some areas through which our flight routes pass are subject to geopolitical instability, which increases the risk of a loss of, or damage to, our aircraft or its cargo, or death or injury to our personnel. While we maintain insurance to cover the loss or damage to our aircraft or cargo and injury to our employees, we do not have insurance against the loss arising from business interruption. It is difficult to replace lost or substantially damaged aircraft due to the high capital requirements and long delivery lead times for new aircraft or to locate appropriate in-service aircraft for lease or sale. Any loss or damage to our aircraft or cargo or injury to our employees could have a material adverse impact on our business, financial condition and results of operations.

Governments may restrict or revoke our authority to operate flights to or over countries.

        One of our competitive strengths is our authority to operate flights anywhere in the world that U.S. carriers are permitted to operate. However, either the U.S. or foreign governments could limit or restrict our authority to operate flights to or over specified countries due to security concerns, armed conflict, international disputes, or for other reasons. In such event, we would not be able to serve customers seeking charter services to or that would require flying over such countries, and our business, financial condition and results of operations could be adversely affected.

Our insurance coverage may become more expensive and difficult to obtain and may not be adequate to insure against all risks.

        Aviation insurance premiums historically have fluctuated based on factors that include the loss history of the industry in general, and the insured carrier in particular. Future terrorist attacks, accidents and other adverse events involving aircraft could result in increases in insurance costs and could affect the price and availability of such coverage. We have, as have most other U.S. air carriers, purchased our war-risk coverage through a special program administered by the U.S. federal government through the Federal Aviation Administration (FAA). The FAA is currently providing war-risk hull and cargo loss, crew and third-party liability insurance through August 31, 2010. If the federal war-risk coverage program terminates

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or provides significantly less coverage in the future, we could face a material increase in the cost of war-risk insurance and may have difficulty in obtaining sufficient coverage.

        There can be no assurance that we will be able to maintain our existing coverage on terms favorable to us, that the premiums for such coverage will not increase substantially or that we will not bear substantial losses and lost revenue from accidents or other adverse events. Substantial claims resulting from an accident in excess of related insurance coverage or a significant increase in our current insurance expense could have a material adverse effect on our business, financial condition and results of operations. Additionally, while we carry insurance against the risks inherent to our operations, which we believe is consistent with the insurance arrangements of other air carriers, we cannot provide assurance that we are adequately insured against all risks. If our liability exceeds the amounts of our insurance coverage, we would be required to pay the excess amount, which could be material to our business, financial condition and results of operations.

Union disputes, employee strikes and other labor-related disruptions may materially and adversely affect our business, financial condition and results of operations.

        Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act. Under this Act, collective bargaining agreements generally contain "amendable dates" rather than expiration dates. The Railway Labor Act requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a lengthy, multi-stage series of bargaining processes overseen by the National Mediation Board. This process continues until either the parties have reached agreement on a new collective bargaining agreement or the National Mediation Board releases the parties to "self-help". After release by the Board, carriers and unions are free to engage in self-help measures, such as strikes and lock-outs.

        Our employees are organized into five labor groups: World's pilots and flight attendants and North American's flight attendants are represented by the International Brotherhood of Teamsters; North American's pilots are represented by the Air Line Pilots Association; World's aircraft dispatchers are represented by the Transport Workers Union. The collective bargaining agreement covering World's flight attendants was ratified in October 2007 and does not become amendable until September 2012. World's collective bargaining agreement with its cockpit crew is currently in negotiations. The collective bargaining agreement covering World's aircraft dispatchers will become amendable in December 2013. The collective bargaining agreement covering North American's flight attendants is also currently in negotiations. The collective bargaining agreement covering North American's cockpit crew was ratified in May 2008 and does not become amendable until November 2012.

        We are subject to risks of work interruption or stoppage and we may incur additional expenses associated with the union representation of our employees. We cannot assure you that disputes, including disputes with any unions representing of our employees, will not arise in the future or will result in an agreement on terms satisfactory to us. Such disputes and the inherent costs associated with their resolution could have a material adverse effect on our business, financial condition and results of operations.

        There is also a risk that disgruntled employees, either with or without union involvement, could engage in illegal slowdowns, work stoppages, partial work stoppages, sick-outs or other action short of a full strike that could, individually or collectively, materially and adversely affect our operations and impair our financial performance. For example, in January 2006 there was a nine-day strike conducted by World's pilots.

We may be liable for a share of any underfunding of the multiemployer defined pension plan in which some employees participate.

        The flight attendants employed by World participate in a multiemployer defined benefit pension plan affiliated with the International Brotherhood of Teamsters. Our contribution obligations to the

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multiemployer plan may vary depending on the funding status of the plan. In addition, in the event of our partial or complete withdrawal from this multiemployer plan at a time when it is underfunded, we would be liable for a proportionate share of such plan's unfunded vested benefits. In the event that any other contributing employer withdraws from the multiemployer plan at a time when it is underfunded, and such employer (or any member in its controlled group) cannot satisfy its obligations under the plan at the time of withdrawal, then we, along with the other remaining contributing employers, would be liable for our proportionate share of such plan's unfunded vested benefits. Assessment of withdrawal liability could materially and adversely affect our business, financial condition and results of operations.

Our maintenance costs will increase as our fleet ages.

        Our aircraft were manufactured between 1980 and 2001. In general, the cost to maintain aircraft increases as they age and exceeds the cost to maintain new aircraft. Regulations of the FAA require additional maintenance inspections for older aircraft. We also need to comply with other programs that require enhanced inspections of aircraft, including airworthiness directives, which typically increase as an aircraft ages and vary by aircraft or engine type depending on the individual characteristics of each aircraft or engine. It is possible that additional airworthiness directives applicable to the type of aircraft or engines in our fleet could be issued in the future and that the cost of complying with such airworthiness directives could be substantial.

        Our business would be materially and adversely affected if a mechanical problem with any of our aircraft were discovered that caused such aircraft to be grounded while the problem is corrected, assuming it could be corrected at all. The FAA could also suspend or restrict the use of certain of our aircraft in the event of any actual or perceived mechanical problems, whether involving our aircraft or that of another U.S. or foreign airline, while it conducted its own investigation.

Our reputation, business, financial condition and results of operations could be materially and adversely affected in the event of an accident or other incident involving any of our aircraft or the same types of aircraft we operate.

        An accident or incident involving one of our aircraft could involve repair or replacement of a damaged aircraft, its consequential temporary or permanent loss from service and significant potential claims against us for injured passengers and others. Substantial claims resulting from an accident in excess of our insurance coverage would materially and adversely affect our business, financial condition and results of operations. Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that we are less safe or reliable than other air carriers, which could materially and adversely affect our business, financial condition and results of operations. Because our operating air carriers are comparatively small, an accident would be likely to materially and adversely affect us to a greater degree than it would a larger, more established air carrier. For example, as a result of a hard landing on May 6, 2009, one of our DC-10 aircraft was required to be scrapped. Such accidents may materially and adversely affect our reputation, business, financial condition and results of operations.

Due to our limited fleet size, if any of our aircraft becomes unavailable, we may suffer greater damage to our service, reputation and profitability than airlines with larger fleets.

        As of March 31, 2010, we have a fleet of 30 leased aircraft. Given the limited number of aircraft we operate, if an aircraft becomes unavailable due to unscheduled maintenance, repairs or other reasons, we could suffer greater adverse financial and reputational effects than larger air carriers if our flights are delayed or cancelled due to the absence of replacement aircraft. For example, our fleet includes only two B747-400s, which are in high demand in both our military and commercial cargo lines of business. If we are unable to operate those aircraft for a prolonged period of time for reasons outside our control, such as a catastrophic event or a terrorist act, our business, financial condition and results of operations could be disproportionately materially and adversely affected.

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If we develop problems with any of our third-party service providers, our operations could be materially and adversely affected, resulting in a decline in revenue, increase in expenses or negative public perception about our services.

        We rely upon others to provide essential services on behalf of our operations. This reliance upon others may result in our relative inability to control the efficiency and timeliness of contract services. We have entered into outsourcing agreements with contractors to provide various services required for our operations, including aircraft maintenance, ground facilities operations and baggage handling. In addition to these existing agreements, it is likely that we will enter into similar agreements in any new regions we decide to serve. Any material problems with the efficiency and timelines of contract services under new or existing service agreements with third parties could have a material adverse affect on our business, financial condition and results of operations.

We could be adversely affected by a failure or disruption of our computer, communications or other technology systems.

        We are heavily and increasingly dependent, particularly our operations centers, on technology to operate our business. The computer and communications systems on which we rely could be disrupted due to various events, some of which are beyond our control, including natural disasters, power failures, terrorist attacks, equipment failures, software failures and computer viruses and hackers. We have taken certain steps to help reduce the risk of some of these potential disruptions. There can be no assurance, however, that the measures we have taken are adequate to prevent or remedy disruptions or failures of these systems. Any substantial or repeated failure of these systems could adversely affect our operations, result in the loss of important data, loss of revenues, and increased costs, and generally harm our business. Moreover, a failure of certain of our vital systems could limit our ability to operate our flights for an extended period of time, which would have a material adverse effect on our business, financial condition and results of operations.

Our ability to use our substantial net operating losses for federal income tax purposes could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

        We have substantial net operating losses (NOLs) and other tax attributes for U.S. federal income tax purposes in prior years that we may carry forward (currently, generally up to 20 years), subject to certain limitations, to offset and reduce our current and future U.S. federal taxable income and U.S. federal income tax liabilities. As of December 31, 2009, we have U.S. federal NOL carryforwards totaling approximately $253.5 million, of which, approximately $3.9 million are subject to annual utilization limitations pursuant to IRC Section 382. If not utilized, our NOL carryforwards will begin to expire in 2028.

        IRC Section 382 contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50% of its stock over a three-year period, to use its NOL carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes among stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. Although we believe this offering will not result in an ownership change, we could experience an ownership change for purposes of IRC Section 382 as a result of future transactions involving our common stock, including purchases or sales of stock by 5% stockholders. An ownership change that is the result of a future transaction with respect to our stock likewise would limit our ability to use our NOL carryforwards and to recognize certain built-in losses after the date such ownership change were to occur. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of NOL carryforwards and certain built-in losses after such change equals the applicable long-term tax exempt rate (currently roughly 4%) times the value of our stock immediately before the ownership change. Depending on the resulting limitation, a substantial portion of our NOL carryforwards and other tax

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attributes could expire before we would be able to use them. Our inability to use our NOL carryforwards or certain built-in losses to offset taxable income generated in the future could have an adverse effect on our financial condition and results of operations.

Our assets as of December 31, 2009 include a deferred tax asset, the full value of which we may not be able to realize.

        We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of assets and liabilities. As of December 31, 2009, our deferred tax assets (most of which were netted against our deferred tax liabilities on our consolidated balance sheet) were approximately $115.2 million, an increase from a balance of approximately $56 million at December 31, 2008. Our deferred tax assets are comprised primarily of the expected tax savings from the utilization of our NOL carryforwards. We regularly review our deferred tax assets for recoverability based on our history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income, including taxable income in prior carryback years, as well as future taxable income. We believe that this offering will not result in an ownership change, however, an ownership change under IRC 382 that occurs in the future could impact our ability to realize fully these deferred tax assets.

As a U.S. government contractor, we are subject to a number of procurement and other laws and regulations that affect how we conduct our business and subject us to certain costs.

        We must comply with and are affected by many laws and regulations governing the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things:

•

require, in some cases, certification and disclosure to the government of all of our cost and pricing information in connection with contract negotiations;

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impose acquisition regulations that define allowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts; and

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restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

        These laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. They have affected how we have conducted our business with our customers, and we expect that they will continue to affect how we conduct our business with our customers in the future. In addition, in some instances, these laws and regulations have imposed added costs on our business, and we expect that such added costs will be applicable to us going forward. A violation of these laws and regulations by us could result in the imposition of fines and penalties, the termination of our U.S. government contracts or debarment from bidding on future contracts. In addition, the violation of certain other generally applicable laws and regulations could result in our suspension or termination as a government contractor.

        In addition, U.S. government contractors are generally subject to specific and unique cost accounting standards, or CAS, that may differ from Generally Accepted Accounting Principles, or GAAP, and that generally require more stringent disclosures and related certifications. The contract terms for the AMC international program currently include an annual waiver from CAS accounting, but there can be no assurance that this waiver will be granted in the future. If we were to become subject to CAS accounting, we would incur significant costs in hiring third party consultants and implementing new management information systems to ensure compliance.

        Furthermore, we have bid, and may in the future submit bids, for U.S. government contracts that require our employees to maintain various levels of security clearances and require us or our teaming partners to maintain certain security clearances in compliance with the DOD and other government

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requirements. Obtaining and maintaining security clearances for employees involves a lengthy process, and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees or the employees of our teaming partners are unable to obtain or retain security clearances, or if our employees or the employees of our teaming partners who hold security clearances stop working for us or our teaming partners, we may face delays in fulfilling contracts, or be unable to fulfill or secure new contracts, with any customer involved in work requiring government clearance. Any breach of security for which we are responsible could seriously harm our business, damage our reputation and make us ineligible to work on any programs requiring government clearance. Furthermore, security requirements may limit our ability to hire non-United States persons to work for us.

Government regulations impose requirements and restrictions on our operations that increase our operating costs.

        We are subject to extensive regulatory and legal requirements, both domestically and internationally, that involve significant compliance costs. In the last several years, the U.S. Congress has passed laws, and the FAA, the Department of Transportation (DOT) and the Transportation Security Administration (TSA) have issued regulations relating to the operation of air carriers that have required significant expenditures. Our business activities also fall within the jurisdiction of the DOD, U.S. Customs and Border Protection, the U.S. Treasury Department's Office of Foreign Assets Control and the Environmental Protection Agency (EPA). Local governments and authorities in certain regions have also adopted regulations governing various aspects of aircraft operations, including noise abatement procedures, curfews and use of airport facilities. These agencies have the authority to modify, amend, suspend or revoke the authority and licenses issued to us necessary to operate our business for failure to comply with law or regulations and may impose civil or criminal penalties for such violations. We expect to continue to incur increased expenses in connection with complying with government regulations, including continuing costs for new security measures. Additional laws, regulations, taxes and airport charges have been proposed from time to time that could significantly increase the cost of our operations. For example, the FAA is now in the process of evaluating materials resulting from the Advisory Rulemaking Committee process and drafting a notice of proposed rulemaking to modify existing flight and duty time rules. It is likely that the FAA will issue the notice of proposed rulemaking in 2010, to be followed by a new rule that lessens the permissible amount of flight and duty time or increases pilot rest requirements. We can give no assurance that these and other laws or regulations enacted in the future will not materially and adversely affect our business, financial condition and results of operations.

        In addition, the application of various sales, use, occupancy, value-added and other tax laws, rules and regulations to our services is subject to interpretation by the applicable taxing authorities. We cannot assure you that taxing authorities would not take positions that could materially and adversely affect our business, financial condition and results of operations.

        Furthermore, our operating authority in international regions is subject to aviation agreements between the United States and foreign governments and to considerations of comity and reciprocity between the United States and the concerned foreign government. We are subject to these bilateral agreements, which are in turn subject to renegotiation or termination, and comity and reciprocity are subject to review by the relevant governments. Any alteration or termination of such agreements, or restrictions on aircraft operations by governments based on considerations of comity and reciprocity, could diminish the value of route authorities or otherwise adversely affect our international operations.

Initiatives to address global climate change may adversely affect our business and increase our costs.

        Many existing aspects of aircraft operations are subject to stringent environmental regulations. Legislative or regulatory action to address concerns about climate change in general and the emission of greenhouse gases, in particular, could result in substantial additional costs for us. On June 26, 2009, the U.S. House of Representatives passed HR 2454, the American Clean Energy and Security Act of 2009. The Senate is scheduled to consider the legislation in 2010. The law would regulate greenhouse gas emissions

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through a cap and trade system. Fuel producers may be required to acquire allowances sufficient to cover the greenhouse gas content of the fuel they sell, the cost of which would be expected to be passed along to fuel consumers including air carriers. In September 2009, the EPA proposed regulations that would impose controls on greenhouse gas emissions. The proposed regulations would not directly control greenhouse gas emissions by air carriers. However, a number of states and environmental organizations have asked the EPA to regulate greenhouse gas emissions from aircraft. In addition, the EU has adopted legislation to include aviation within the EU's existing greenhouse gas emission trading schemes effective in 2012. We cannot assure you that the costs of complying with potential new environmental laws or regulations will not have a material adverse effect on our business, financial condition and results of operations.

We may not be able to retain or attract senior management and other key employees.

        Our success will depend in part upon our ability to retain senior management and other key employees. Competition for qualified personnel can be very intense. Departures of senior management personnel and other key employees could materially and adversely affect our ability to execute our strategy and as a result our business, financial condition and results of operations may suffer.

We may experience difficulty finding, training and retaining employees.

        Our business is labor intensive. We employ a large number of pilots, flight attendants, maintenance technicians and other operating and administrative personnel. Our industry has, from time to time, experienced a shortage of qualified personnel, specifically pilots and maintenance technicians. Should the turnover of employees, particularly pilots and maintenance technicians, sharply increase, our training costs will be significantly higher. We cannot assure you that we will be able to recruit, train and retain the qualified employees that we need to continue our current operations or replace departing employees. A failure to hire and retain qualified employees at a reasonable cost could materially and adversely affect our business, financial condition and results of operations.

Our results of operations will vary among quarters, which will make comparison of our quarterly results difficult.

        We expect our operating results to fluctuate among quarters in the future based on a variety of factors, including:

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fluctuations in demand in our business lines;

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the timing and success of our growth or strategic plans;

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increases in personnel, marketing, aircraft ownership and other operating expenses to support our anticipated growth; and

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the timing and amount of maintenance expenditures.

        Quarter-to-quarter comparisons of our operating results may not be good indicators of our future performance. It is also possible that our operating results in any future quarter could be below the expectations of investors or any published reports or analyses regarding our company.

The historical consolidated financial information included in this prospectus does not reflect the added costs we expect to incur in order to implement and comply with internal control reporting standards applicable to a public company.

        As a public company, we will incur significant levels of legal, accounting and other expenses that we did not incur as a privately owned corporation. The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and related rules of the SEC and The NASDAQ Global Select Market corporate governance practices for public companies impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. We expect that compliance with these public company requirements will increase our costs, place additional demands on our finance and accounting staff and on

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our financial, accounting and information systems and may require additional resources. We expect that we will be required to expend considerable time and resources complying with public company regulations.

Failure to establish and maintain effective internal control over financial reporting may lead investors to lose confidence in our financial data.

        Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent financial fraud. We are in the process of evaluating how to document and test our internal control procedures to satisfy the requirements of Section 404 of Sarbanes-Oxley and the related rules of the SEC, which will require, among other things, our management to assess annually the effectiveness of our internal control over financial reporting and our independent registered public accounting firm to issue a report on our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2011. During the course of this documentation and testing, we may identify deficiencies that we may be unable to remedy before the requisite deadline for those reports.

        For example, we identified a material weakness in our internal control over financial reporting as of December 31, 2009 principally relating to the accounting for non-routine transactions related to the ATA bankruptcy. Deficiencies were identified in connection with the consolidation of the bankruptcy trust and the tax consequences of the bankrupt entity due to the lack of sufficient technical resources related to these matters.

        A material weakness is defined as deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements that would not be prevented or detected on a timely basis by the company's internal controls. While we believe we have taken the necessary steps to remediate this material weakness, we cannot assure you that our remediation efforts will be fully successful or that similar material weaknesses will not recur. Implementing changes to our internal controls may distract our officers and employees, entail substantial costs to implement new processes and modify our existing processes and take significant time to complete. Moreover, these changes do not guarantee that we will be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors' perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price.

The reorganization of our predecessor and liquidation of ATA limit the comparability of some of our historical financial information to our current financial information, which will make it more difficult to evaluate the performance of our business.

        As a result of the emergence from the bankruptcy proceedings of our predecessor in 2006, we adopted fresh start accounting prescribed by GAAP. Accordingly, our financial condition and results of operations are not comparable to the financial condition and results of operations reflected in our predecessor's financial statements for periods prior to February 28, 2006, included in the selected financial data contained in this prospectus. We ceased consolidating the results and operations and financial condition of ATA in our consolidated financial statements as of April 3, 2008 when ATA discontinued all business operations following its Chapter 11 bankruptcy filing. As a result of these factors limiting the comparability of our historical financial statements to our more recent financial information, it may be more difficult for you to assess our future prospects when evaluating our business.

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Our business can be affected by factors beyond our control, any of which could materially and adversely affect our business.

        Our business is affected by factors beyond our control, including air traffic congestion at airports, adverse weather conditions, natural disasters, volcanoes, earthquakes and increased security measures. For example, the recent volcano eruptions in Iceland led to significant flight restrictions in European airspace, disrupting operations. Delays increase costs, which in turn affect profitability. During periods of fog, snow, rain, storms or other adverse atmospheric conditions, flights may be cancelled or significantly delayed. Cancellations or delays due to atmospheric conditions, traffic control problems and breaches in security could materially and adversely affect our business, financial condition and results of operations.

We may not be able to successfully integrate any businesses that we may acquire.

        From time to time, we may consider acquisition opportunities and may make acquisitions in the future, including acquisitions of companies that may constitute a significant part of our consolidated operations. Acquired businesses may not achieve the levels of revenue, profit or productivity anticipated or otherwise perform as expected. Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies that could have a material adverse effect on our business, financial condition and results of operations, and difficulties in integrating acquired businesses. While it is intended that our acquisitions will improve our competitiveness and profitability, we cannot assure you that future acquisitions will be accretive to our earnings or otherwise meet our operational or strategic expectations.

        The integration of an acquisition involves a number of factors that may affect our operations. These factors include:

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diversion of management's attention;

•

incurrence of significant amounts of additional debt;

•

creation of significant contingent earn-out obligations or other financial liabilities;

•

difficulties in the integration of acquired operations and retention of personnel;

•

unanticipated problems or legal liabilities; and

•

tax and accounting issues.

        A failure to integrate acquisitions may be disruptive to our operations and negatively impact our revenues or increase our expenses.

Risks Relating to our Common Stock and this Offering

Immediately after this offering, MatlinPatterson will continue to have significant influence over matters determined by our Board of Directors and will be in a position to control the outcome of all matters submitted to our stockholders for approval.

        MatlinPatterson owns approximately 95% of our outstanding shares. Immediately after this offering, MatlinPatterson will own         % of our outstanding common stock and if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock from the selling stockholder, MatlinPatterson will own        % of our outstanding common stock. For a description of our share ownership, see "Principal and Selling Stockholder." As a result, MatlinPatterson will continue to have the ability to control the outcome of votes on all matters requiring stockholder approval, including the election of directors, adoption of amendments to our amended and restated certificate of incorporation and by-laws and approval of significant corporate transactions, as long as it continues to hold a controlling percentage of our outstanding common stock. MatlinPatterson will also be able to take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender

28

offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. In addition, this significant concentration of stock ownership may adversely affect the trading price of our common stock because investors perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our principal stockholder and the trading price of our common stock could be adversely affected.

Conflicts of interest may arise, as MatlinPatterson and its affiliates do not have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

        MatlinPatterson or its affiliates may invest in entities that directly or indirectly compete with us, or companies in which it or its affiliates currently invests may begin competing with us. In addition, our certificate of incorporation in effect upon the completion of this offering will permit MatlinPatterson or its affiliates, including any directors designated to our board of directors by MatlinPatterson, to pursue and take opportunities that we may find attractive, and as a result, those opportunities may not be available to us. As a result of these relationships, when conflicts between the interests of MatlinPatterson and the interests of our other stockholders arise, our directors who are nominated by MatlinPatterson may not be disinterested.

Our failure to timely register our equity securities under the Securities Exchange Act of 1934 may subject us to potential liability.

        We were required to register as a reporting company under the Securities Exchange Act of 1934, or the Exchange Act, because our equity securities were held by more than 500 holders of record as of December 31, 2006. Although we filed a Form 10 to register our common stock under the Exchange Act within the prescribed time period, we withdrew our Form 10 filing before it became effective. If we had registered our equity securities under the Exchange Act as required, we would have become subject to the periodic reporting requirements under the Exchange Act. We have not filed any periodic reports under the Exchange Act.

        Although we will register our equity securities under the Exchange Act in connection with this offering, our failure to register under Section 12(g) of the Exchange Act could subject us to an enforcement action brought by the SEC and to fines and penalties. In addition, the SEC could require us to prepare and file a registration statement on Form 10 and all periodic reports that we would have been required to file as a reporting company had we registered in 2007. Preparing and filing these reports at this time would be costly and time-consuming and could distract our management from our operations, which could negatively affect our business. In addition, our failure to file required Exchange Act reports could give rise to actions by federal regulators or to potential claims by current or former investors based on the assertion that such investors were harmed by the absence of such public reports. If any such claim or action is asserted, we could incur expenses and management's attention would be diverted from our operations in order to defend the claim or action.

Future sales of our shares could adversely affect the market price of our common stock.

        The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after the offering or the perception that such sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us or you to sell our equity or equity-related securities in the future. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline below the initial public offering price.

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        Based on shares outstanding as of March 31, 2010, upon completion of this offering, we will have outstanding                        shares of common stock. The shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

        Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. may, in their sole discretion, permit our officers, directors, employees and current stockholders who are subject to the 180-day contractual lock-up to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus or earlier waiver by Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. up to an additional                                    shares will be eligible for sale in the public market, subject to prior registration or qualification for an exemption from registration, including, in the case of shares held by affiliates, compliance with the volume and other restrictions applicable to exempt sales. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. See "Shares Eligible for Future Sale."

We do not currently intend to pay cash dividends.

        We have not in the past paid, and do not currently intend to pay, cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of our current financing agreements preclude us, and any future financing agreements may preclude us, from paying any dividends. As a result, appreciation, if any, in the market value of our common stock will be the sole source of potential financial gain from our common stock for the foreseeable future.

An active trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the initial public offering price.

        Prior to this offering, there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The price for our common stock in this offering will be determined by negotiations among MatlinPatterson, the underwriters and us and it may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the initial public offering price or at any other price or at the time that you would like to sell.

        An inactive market may also impair our ability to raise capital by selling our common stock, and it may impair our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

The market price of our common stock may be volatile.

        The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including those described above under "Risks Relating to our Business" and the following:

•

our financial performance or the performance of our competitors and similar companies;

•

announcements concerning our competitors, our industry or the economy in general;

•

strategic actions by us or our competitors, such as acquisitions or restructurings;

30

•

media reports and publications about the safety of our aircraft or the aircraft type we operate;

•

new regulatory pronouncements and changes in regulatory guidelines;

•

general and industry-specific economic conditions;

•

changes in financial estimates or recommendations by securities analysts;

•

sales of our common stock or other actions by investors with significant stockholdings;

•

general market conditions;

•

loss of key personnel; and

•

availability of capital.

        The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock.

        In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management's attention and resources, and adversely affect our business, financial condition and results of operations.

Our certificate of incorporation and by-laws include provisions limiting voting by non-U.S. citizens.

        To comply with restrictions imposed by federal law on foreign ownership of U.S. air carriers, our amended and restated certificate of incorporation, as amended, and amended and restated by-laws restrict voting of shares of our capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, that our president and at least two-thirds of the members of our board of directors be U.S. citizens, and that we remain under the actual control of U.S. citizens. The "actual control" doctrine, among other things, limits the amount of non-voting equity that may be held by non-U.S. citizens. Our by-laws provide that no shares of our capital stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which we refer to as the foreign stock record.

A majority of our board of directors may not be considered "independent" under the rules of the NASDAQ Global Select Market.

        MatlinPatterson will own a majority of our common stock following the completion of this offering. As a result, we will certify that we are a "controlled company" under the rules of the NASDAQ Global Select Market and we intend to rely on the "controlled company" exception to the board of directors and committee composition requirements under the rules of the NASDAQ Global Select Market. Under this exception, we will be exempt from the rule that requires that (i) our board of directors be comprised of a majority of "independent directors"; (ii) our compensation committee be comprised solely of "independent directors"; and (iii) our nominating committee be comprised solely of "independent directors," as these terms are defined under the rules of the NASDAQ Global Select Market. Immediately following this offering, we expect that                        of our directors will be "independent" under the rules of the NASDAQ Global Select Market.

Our certificate of incorporation and by-laws contain provisions that could delay, deter or prevent a change of control.

        Our amended and restated certificate of incorporation and our amended and restated by-laws contain provisions that might enable our management to resist a proposed takeover of our company. These provisions could discourage, delay or prevent a change of control of our company or an acquisition of our

31

company at a price that our stockholders may find attractive. These provisions also may discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. The provisions include:

•

limitations as to who may call special meetings of both our board of directors and stockholders;

•

advance notice requirements for stockholder proposals; and

•

the authority of our board to issue, without stockholder approval, preferred stock with such terms as our board may determine.

If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment.

        We expect the initial public offering price of our common stock to be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. To the extent stock options are exercised, you will incur further dilution. Based on an assumed initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, you will experience immediate dilution of $            per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the assumed initial public offering price. In addition, purchasers of common stock in this offering will have contributed        % of the aggregate price paid by all purchasers of our stock but will own only approximately        % of our common stock outstanding after this offering. See "Dilution" for further information.

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements relating to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this prospectus that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" and similar terms and phrases, including references to assumptions, in this prospectus to identify forward-looking statements. These forward-looking statements are made based on our management's expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

        A number of important factors could cause actual results to differ materially from those indicated by our forward-looking statements, including but not limited to the factors described in "Risk Factors" and "Management's Discussion and Analysis of Financial Conditions and Results of Operations." These factors include without limitation:

•

levels of military spending for the transportation of military personnel and cargo;

•

our level of entitlement to the military's spending;

•

our fixed obligations;

•

our competitive environment;

•

our ability to secure and maintain any necessary financing for aircraft acquisitions and other purposes;

•

economic and other conditions in regions in which we operate;

•

governmental regulation of our operations;

•

the outcome of various legal proceedings;

•

relations with unionized employees generally and the effect and outcome of future labor negotiations;

•

problems with our aircraft;

•

increases in maintenance, security costs and insurance premiums;

•

cyclical and seasonal fluctuations in our operating results;

•

our ability to establish and maintain effective internal control over financial reporting;

•

risks related to our divestiture and acquisition strategies, including the risks related to the integration of acquired businesses;

•

terrorist attacks, political instability, and acts of war;

•

significant disruptions in the supply of aircraft fuel;

•

risks inherent in our industry, such as demand for military and commercial cargo air services; and

•

other risks that we have described in "Risk Factors."

33

        These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. You should review carefully the sections captioned "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" in this prospectus for a more complete discussion of these and other factors that may affect our business, financial condition and results of operations.

        The forward-looking statements contained in this prospectus reflect our views and assumptions only as of the date of this prospectus. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

34

USE OF PROCEEDS

        We estimate that the net proceeds to us from our issuance and sale of            shares of common stock in this offering will be approximately $             million, assuming an initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our net proceeds from this offering by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. If the underwriters exercise their option to purchase additional shares, our net proceeds will not change as the entire over-allotment option is comprised of shares to be sold by the selling stockholder.

        We intend to use $            of the net proceeds to us from this offering to repay and retire all of our outstanding Second Lien Loan. This amount consists of $            in principal, $            in accrued interest through                and $            in prepayment premium in accordance with the terms of the Second Lien Loan. On March 31, 2010 the outstanding principal amount of the Second Lien Loan was approximately $74.7 million. The Second Lien Loan is scheduled to mature in September 2014 and bears interest at an annual rate of 18%, consisting of interest payable in cash at an annual rate of 12% and interest payable in kind as additional Second Lien Loan principal at an annual rate of 6%, and was incurred in September 2009 to refinance then-existing debt. See "Description of Certain Indebtedness."

        We intend to use approximately $            of the net proceeds to us from this offering to repay and retire approximately $            of our outstanding First Lien Notes. This amount consists of $            in principal, $            in accrued interest through                                    , and $            in prepayment premium in accordance with the terms of the First Lien Notes. The First Lien Notes are scheduled to mature in August 2013 and bear interest at an annual rate of 14%, and were issued in August 2009 to refinance then-existing debt. See "Description of Certain Indebtedness."

        We intend to use the balance of the net proceeds to us from this offering to purchase or lease additional aircraft and for working capital and other general corporate purposes. We have no binding commitments or agreements to purchase or lease additional aircraft as of the date of this prospectus.

        Pending use of the net proceeds from this offering described above, we intend to invest the net proceeds in funds that primarily invest in short- and intermediate-term investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

        This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. Our management will retain broad discretion over the allocation of any net proceeds used for general corporate purposes and the investment of cash proceeds.

DIVIDEND POLICY

        We have not in the past paid, and do not currently intend to pay, cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. In addition, the terms of our current financing agreements preclude us, and any future financing agreements may preclude us, from paying cash dividends.

35

CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents balance and our capitalization as of March 31, 2010:

•

on an actual basis; and

•

on an adjusted basis to reflect the sale of            shares of our common stock in this offering and the use of the resulting net proceeds, based on an assumed initial public offering price of $        per share, which is the midpoint of the range reflected on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and our estimated expenses in this offering, as described in "Use of Proceeds."

        You should read this table together with "Use of Proceeds," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operation" and our financial statements and notes thereto and other financial and operating data included in this prospectus.

			As of March 31, 2010
			Actual			As Adjusted
			(in dollars in thousands, except shares and par values)
Cash and cash equivalents			$	66,843		$
Long-term debt:
	First Lien Notes		$	159,002		$
	Second Lien Loan			61,547
	Other long-term debt and capital lease obligations			8,238
Current and long-term debt				228,787
Equity:
	Stockholders' equity:
		Preferred stock, $1 par value; 15,000,000 shares authorized; no shares issued
		Common stock, $0.0001 par value; 400,000,000 shares authorized; 259,063 shares issued and outstanding, respectively, on an actual basis;             issued,             shares outstanding, respectively, on an as adjusted basis		1
		Warrants		1,479
		Additional paid-in-capital		338,258
		Accumulated other comprehensive income/(loss)		423
		Retained earnings (deficit)		(147,861	)
Total stockholders' equity				192,300
Total capitalization			$	421,087		$

36

DILUTION

        If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock in this offering and the net tangible book value per share of our common stock after this offering.

        Our net tangible book value as of March 31, 2010 was $             million, or $            per share of common stock.

        After giving effect to our issuance and sale of            shares of common stock in this offering, less the estimated underwriting discounts and commissions and estimated offering expenses payable by us, based upon an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover page of this prospectus, our net tangible book value as of March 31, 2010 would have been $             million, or $            per share of common stock. This represents an immediate increase in net tangible book value per share of $            to existing stockholders and an immediate dilution of $            per share to new investors. Dilution per share to new investors is determined by subtracting net tangible book value per share after this offering from the initial public offering price per share paid by a new investor. The following table illustrates the per share dilution:

Initial public offering price per share of common stock
	Net tangible book value per share as of March 31, 2010
	Increase in net tangible book value per share attributable to new investors
Net tangible book value per share after this offering
Dilution per share to new investors

        If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the net tangible book value per share after the offering would not change since the shares for this option are all being provided by our selling stockholder and we will not receive any of the proceeds from the sale of these shares.

        The following table summarizes, as of March 31, 2010, the number of shares of our common stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock in this offering.

	Shares Purchased		Total Consideration
					Average Price Per Share
	Number	Percent	Amount	Percent
Existing stockholders
New investors			$		$
Total			$		$

        A $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease total consideration paid to us by investors participating in this offering by approximately $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        If the underwriters exercise their over-allotment option in full, the number of shares held by existing stockholders will be reduced to        shares, or         % of the total shares outstanding, and the number of shares held by investors participating in this offering will be increased to        shares, or        % of the total shares outstanding.

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        As of March 31, 2010, the following options and warrants were outstanding:

•

             shares of common stock issuable upon the exercise of certain warrants with an exercise price of $        per share, which expire on                ;

•

             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;

•

             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;

•

             shares of common stock issuable upon the exercise of options with an exercise price of $        per share;

•

             shares of common stock issuable upon the exercise of options with a weighted-average exercise price of $        per share; and

•

             additional shares of common stock available for issuance in connection with future awards under equity incentive plans.

        The above discussion and table assumes no exercise of options or warrants outstanding as of March 31, 2010. If all of these options and warrants were exercised, our existing stockholders, including the holders of these options and warrants, would own        % of the total number of shares of our common stock outstanding upon the closing of this offering and our new investors would own        % of the total number of shares of our common stock upon the closing of this offering.

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SELECTED HISTORICAL FINANCIAL DATA

        The following table sets forth our selected consolidated historical financial data for each of the periods indicated. The statement of operations data for the year ended December 31, 2005 and two months ended February 28, 2006 were derived from our predecessor's audited consolidated financial statements, which are not included in this prospectus. The statement of operations data for the ten months ended December 31, 2006 and balance sheet data as of December 31, 2006 and 2007 were derived from our audited consolidated statements, which are not included in this prospectus. The statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the balance sheet data as of December 31, 2008 and 2009, were derived from our audited consolidated financial statements included elsewhere in this prospectus.

        The statement of operations data for the three months ended March 31, 2009 and 2010 and balance sheet data as of March 31, 2010 were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the unaudited condensed consolidated financial statements included in this prospectus include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of that information for such unaudited interim periods. The financial information presented for the interim periods has been prepared in a manner consistent with our accounting policies described in our annual financial statements included elsewhere in this prospectus, and should be read in conjunction therewith. Historical results are not necessarily indicative of future results, and operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. The summary historical financial information should be read in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included elsewhere in this prospectus.

        The comparability of our selected historical financial data has been affected by the events described below. Our predecessor and certain of our affiliates, including ATA, our predecessor's principal operating subsidiary at the time, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in October 2004. We emerged from bankruptcy protection on February 28, 2006 with a new capital structure. We applied fresh-start accounting as of March 1, 2006 for our consolidated financial statements. Fresh-start reporting reflects the value of the company as determined by the approved Chapter 11 reorganization plan. Fresh-start reporting required us to allocate our reorganization value to our assets and liabilities based upon their estimated fair values. In addition, fresh-start reporting also required that all liabilities, other than deferred taxes, be stated at the present value of amounts to be paid using appropriate interest rates. The determination of fair value of assets and liabilities is subject to significant estimation and assumptions and there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized and actual results could vary materially. As a result of the fresh-start change in the basis of accounting for our underlying assets and liabilities, our results of operations and cash flows are separated as pre-March 1, 2006 (predecessor) and post-February 28, 2006 (Global). We include as a reporting period of our predecessor its pre-emergence two-month period ended February 28, 2006. The historical periods of our predecessor also do not reflect the impact of the fundamental changes in our assets and operations effected through the reorganization. As a result of these changes (and other changes described below), we do not believe our business operations or our operating results for periods prior to March 1, 2006 are comparable to our current business operations or our operating results since that date.

        We acquired World Air Holdings and its wholly owned subsidiaries, World and North American, on August 14, 2007. The results of World Air Holdings and its wholly owned subsidiaries have been included in our financial results since August 14, 2007.

        As discussed more fully in "Note 2—ATA Impairment and Subsequent Bankruptcy" of the notes to our audited consolidated financial statements, on April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code and ATA subsequently ceased all business operations. As

39

of April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. The results of operations of ATA through April 2, 2008 are included in our consolidated financial statements.

        During the year ended December 31, 2009 we restructured our senior secured debt and became the primary beneficiary of the ATA bankruptcy estate trust. As a result, we began consolidating our interest in

40

the ATA bankruptcy estate in the second half of 2009. As of March 31, 2010, the estimated fair value of the ATA bankruptcy estate was $4.4 million.

		Predecessor						Global
											Year Ended December 31,									Three Months Ended March 31, 2009			Three Months Ended March 31, 2010
		Year Ended December 31, 2005(1)			Two Months Ended February 28, 2006(1)(2)			Ten Months Ended December 31, 2006(2)
											2007			2008			2009
Statement of Operations Data:
Operating revenues:
	Military passenger	$	383,515		$	57,848		$	264,813		$	560,602		$	992,252		$	783,845		$	199,633		$	210,361
	Military cargo		—			—			—			36,034			97,295			74,297			24,357			50,014
	Commercial cargo		—			—			—			41,119			125,025			115,755			30,837			26,014
	Commercial passenger		15,141			1,189			18,992			62,445			94,665			57,083			10,841			10,556
	Scheduled service		635,295			53,531			332,240			416,894			99,772			298			298			—
	Other		58,350			2,483			21,017			37,516			38,921			11,307			4,603			1,598
Total operating revenues			1,092,301			115,051			637,062			1,154,610			1,447,930			1,042,585			270,569			298,543
Operating expenses:
	Aircraft fuel		322,094			37,086			202,613			383,523			490,714			225,309			54,223			76,928
	Aircraft rentals		145,671			16,181			69,439			139,071			159,666			164,260			40,987			39,085
	Maintenance, materials and repairs		89,766			8,025			47,130			108,404			140,364			135,754			32,874			35,273
	Flight operations		110,448			14,938			79,791			118,682			123,150			102,599			26,238			26,807
	Aircraft and traffic servicing		170,889			15,491			64,381			111,006			114,532			89,538			23,584			24,291
	Passenger services		79,422			10,648			46,801			82,873			91,571			78,351			19,567			20,422
	Crew positioning		32,255			5,394			14,588			53,523			77,382			55,423			14,749			14,393
	Selling and marketing		75,886			8,069			39,386			68,707			70,057			52,401			13,723			15,936
	Depreciation and amortization		36,270			5,219			17,386			43,814			64,978			71,092			17,295			18,592
	General and administrative(3)		105,190			13,990			61,611			88,496			120,245			44,145			13,388			12,758
	Asset impairment and aircraft retirements		403			—			13,476			7,161			124,520			5,716			—			—
	Other expenses		5,398			791			5,091			4,543			6,811			6,895			1,673			2,786
Total operating expenses			1,173,692			135,832			661,693			1,209,803			1,583,990			1,031,483			258,301			287,271
Operating income (loss)			(81,391	)		(20,781	)		(24,631	)		(55,193	)		(136,060	)		11,102			12,268			11,272
Other income (expense):
	Reorganization items, net		(369,632	)		1,456,000			—			—			—			—			—			—
	Interest income		2,467			397			6,154			11,230			7,068			4,764			1,064			1,029
	Interest expense		(6,235	)		(4,666	)		(18,231	)		(38,468	)		(58,804	)		(58,700	)		(13,865	)		(11,797	)
	Gain (loss) on investment		—			—			—			—			—			58,122			40,000			(1,217	)
	Gain on debt extinguishment		—			—			—			—			—			85,305			—			—
	Gain on write-down of warrants		—			—			—			—			6,286			—			—			—
	Other, net		(796	)		558			246			(231	)		(336	)		(2,470	)		(424	)		219
Total other income (expense)			(374,196	)		1,452,289			(11,831	)		(27,469	)		(45,786	)		87,021			26,775			(11,766	)
Income (loss) before income taxes			(455,587	)		1,431,508			(36,462	)		(82,662	)		(181,846	)		98,123			39,043			(494	)
Income taxes expense (benefit)			—			—			—			(12,996	)		5,691			(43,836	)		(106	)		(47	)
Net income (loss)			(455,587	)		1,431,508			(36,462	)		(69,666	)		(187,537	)		141,959			39,149			(447	)
Preferred stock dividends(4)			—			—			—			(10,194	)		(29,802	)		(9,483	)		(8,753	)		—
Income (loss) available to common stockholders(4)		$	(455,587	)	$	1,431,508		$	(36,462	)	$	(79,860	)	$	(217,339	)	$	132,476		$	30,396		$	(447	)
Basic earnings (loss) per common share:
	Weighted average shares outstanding
	Net income (loss) per share
Diluted earnings (loss) per common share:
	Weighted average shares outstanding
	Net income (loss) per share

41

				Global
	Predecessor
				As of December 31,
	As of December 31, 2005											As of March 31, 2010
				2006		2007		2008		2009
Balance Sheet Data:
Cash and cash equivalents	$	79,217		$	62,209	$	79,764	$	87,424	$	73,077	$	66,843
Property and equipment, net		101,267			89,947		198,610		120,525		126,526		129,266
Total assets		389,450			370,366		1,083,844		724,335		679,525		659,283
Total debt		54,600			146,662		367,602		379,279		235,528		228,787
Liabilities subject to compromise(5)		1,475,447			—		—		—		—		—
Convertible redeemable preferred stock		—			—		158,644		158,644		—		—
Stockholders' equity (deficit)		(1,376,143	)		72,290		188,398		6,755		191,369		192,300

(1)

The consolidated financial statements of our predecessor have been prepared in accordance with American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code and on a going-concern basis, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. Reorganization expenses identify those costs that are not in the ordinary course of business and include aircraft lease rejection charges, impairments and professional fees related to the predecessor's Chapter 11 filing.

(2)

As of February 28, 2006, the effective date of the plan of reorganization, we adopted fresh-start accounting for our financial statements. Because of the emergence from bankruptcy and adoption of fresh-start accounting, our historical financial data is not comparable to that of our predecessor.

(3)

Includes stock-based compensation expense of $2.4 million, $5.7 million and $3.0 million for the years ended December 31, 2007, 2008 and 2009, respectively and $0.2 million and $1.4 million for the three months ended March 31, 2009 and 2010, respectively.

(4)

On April 6, 2009, our majority stockholder, the sole holder of the outstanding Series A Preferred Stock, converted the Series A Preferred Stock into Common Stock. The holder of our Series A Preferred Stock was entitled to cumulative dividends at an annual rate of 16.0% on the liquidation amount of the Series A Preferred Stock. The accumulated divided at the time of conversion was $49.5 million. No common stock dividends were paid in any period presented.

(5)

Liabilities subject to compromise refers to liabilities to be accounted for under a plan of reorganization, including claims incurred prior to the petition date. These amounts result from known or potential claims to be resolved through the Chapter 11 process and such claims remain subject to future adjustments.

42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this prospectus. This discussion contains forward looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and in other parts of this prospectus. See "Cautionary Language Regarding Forward-Looking Statements."

Overview

        We are a provider of customized, non-scheduled passenger and cargo air transport services, offering our customers a wide range of aircraft types, configurations, payloads and capabilities. We provide our services through our two operating air carriers, World and North American, which represent our two business segments. As of March 31, 2010, our combined fleet consisted of 30 wide-body and narrow-body leased aircraft, which support our two primary business lines: (1) military, which includes both passenger and cargo services, and (2) commercial cargo air transport service. We also offer passenger charter services to customers in specialty markets, such as providing supplemental peak capacity for other air carriers, political campaigns, professional sports teams, tour operators and concert tours. Our two primary lines of business combine the stable revenue base of our military business with the dynamic growth platform of our commercial cargo services.

        We are the largest provider of military transport services in the AMC international program and have been flying for the military since 1952. Our contracts with the military contain cost-plus pricing and are not bid based on price but rather are awarded based on team entitlement and are priced using the average cost of all participating air carriers, weighted by flights flown in the AMC international program, plus a fixed operating margin. See "Business—Military Passenger and Cargo—AMC/CRAF Arrangements" for additional information on the AMC contract award price. We are compensated on a per mission basis based on the mission's route and the aircraft type employed, at a fixed rate, regardless of the number of passengers or tons of freight actually flown.

        Our business model generally insulates our profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expenses for an air carrier. Under our military contracts and most of our commercial passenger and cargo charter arrangements, our customers are responsible for the cost of jet fuel. In 2009, approximately 97% of our block hours were flown under either military or ACMI arrangements, in which the customer assumed the risk of fuel price volatility.

        We were incorporated on January 26, 2006 under the name New ATA Holdings, Inc. and acquired a controlling interest in ATA on February 28, 2006, the effective date of ATA's reorganization. On August 14, 2007, we acquired World Air Holdings, Inc., the parent company of World and North American. The acquisition of World Air Holdings, Inc. was accounted for using the purchase method of accounting and the results of World Air Holdings, Inc. have been included in our consolidated financial statements since August 14, 2007. Immediately following the 2007 acquisition, we had three major subsidiaries, ATA, World and North American, that each specialized in military passenger or cargo transport. In addition, ATA and North American historically operated in various scheduled service and charter passenger service markets, while World operated in passenger charter and ACMI cargo markets.

        On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. On April 3, 2008, ATA discontinued all business operations and terminated the majority of its employees and began conducting an orderly liquidation of its assets and has now wound down the majority of its existing bankruptcy estate. As a result of the bankruptcy filing, beginning on April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. As of this date, we adopted the cost method of accounting for ATA. We determined that our net investment in ATA under the cost method was $17.8 million as of April 3, 2008, and that this

43

investment was fully impaired. The ATA bankruptcy estate trust has been consolidated in our consolidated financial statements since August 2009 due to our primary beneficial interest in the estate.

        In May 2008, North American ceased scheduled service operations and moved capacity to its military business line to take advantage of increased demand in the military passenger business.

Operating Revenue

        Military Passenger and Cargo Revenue.    Our military revenues are derived from mission awards from the Air Mobility Command, or AMC. World operates both passenger and cargo missions for the AMC international program while North American operates only passenger missions. Revenue earned from each mission award is primarily based on the product of:

•

the relevant rate paid per seat mile or ton mile per aircraft category, or Effective Rate (formerly known as the Line Haul Rate), multiplied by

•

the number of seats or tons contracted for purchase by the AMC for each aircraft type, or Allowable Cabin Load, multiplied by

•

mission miles, which are calculated flight miles based on awarded routing.

        Because our revenues are based on the Allowable Cabin Load, the revenue we earn is not affected by the number of troops or tons of freight we transport.

        The AMC also reimburses us for our fuel costs. Fuel costs are included in the calculation of the relevant Effective Rate through the inclusion of a Fuel Peg Rate mechanism, which is determined based on a weighted average forecast of commercial and Department of Defense fuel prices, including into-plane fees and taxes. The weighted average forecast for fuel prices varies between our military passenger and military cargo operations due to the relative mix of sources of fuel accessed to service each of the respective operations. While the price we pay for fuel may affect our revenue from award to award, changes in fuel prices do not materially affect our results of operations due to the military's monthly fuel price reconciliation process. Each month, the military compares the actual fuel prices we paid for missions during the previous month with the Fuel Peg Rate used in the calculation of the relevant Effective Rate. In instances where we overpaid, the military reimburses us the difference, and in instances where we underpaid, we reimburse the military for the difference. Operating income may be incrementally affected, positively or negatively, by a change in the Fuel Peg Rate due to the cost-plus nature of the Effective Rate calculation.

        We analyze the performance of our military business based on block hours flown and block hour rates earned. A block hour is the time interval from an aircraft's departure from one terminal to its arrival at another. We calculate the block hour rate by dividing total operating revenue by the total block hours flown for a period.

        Commercial Cargo and Passenger Revenue.    Our commercial revenues are principally driven by overall macroeconomic trends that affect cargo and passenger demand, capacity available in the markets in which we compete and general pricing dynamics. World operates both commercial cargo and passenger services while North American operates only passenger services.

        We provide our services through two contract structures: ACMI contracts and full service contracts. ACMI contracts are aircraft operational arrangements whereby we provide the aircraft, crew, maintenance and insurance to a customer for a fee that is generally based on the expected block hours multiplied by a block hour rate. An ACMI contract includes a minimum block hour commitment per month over the term of the contract, which is typically one year. In contrast, a full service contract is an aircraft operational arrangement whereby we provide the aircraft, crew, maintenance, insurance, fuel, landing, ground handling and other necessary operating services to a customer for a single fee that is either based on a fixed fee or a fee based on block hours multiplied by a block hour rate. Full service contracts generally involve higher rates than ACMI contracts because of the full array of services paid for by us, such as fuel,

44

and in turn provided to the customers. Due to this price differential per block hour, the mix of full service and ACMI block hours flown in any period can affect our period-over-period commercial revenue results. An increase in relative full service block hours flown will generate higher commercial revenue, all else equal. A decrease in relative full service block hours flown will have the converse effect. The mix of full service and ACMI block hours will not have a similar effect on operating income, however, because of the greater operating expenses we incur with respect to full service contracts.

        Since our ACMI customers are responsible for fuel costs, our commercial ACMI revenues are not directly affected by fuel price changes. However, a significant increase in fuel prices could have an adverse effect on demand for the use of our aircraft. Our commercial full service revenues are fuel price sensitive (although operating income is much less so), as we generally increase or decrease full service block hour rates to reflect the fuel costs in our pricing model. Our full service contracts generally will have a block hour rate adjustment provision to mitigate significant volatility in fuel prices from the time the contract is signed until the flights commence. However, once the contract commences, we assume the risk of fuel price increases.

        We also analyze the performance of our commercial cargo and passenger businesses based on block hours flown and the block hour rate earned.

        Scheduled Service Revenue.    Scheduled service revenue historically included revenue derived from scheduled services operated by ATA, which ceased business operations on April 3, 2008, and by North American, which discontinued scheduled service in May 2008. Through 2009, North American continued to recognize some scheduled service revenue related to expired tickets, which typically expire 12 months after purchase if unused. At expiration, the value of the tickets is recorded as earned revenue.

        Other Revenue.    Other revenue primarily consists of revenue generated from the rebill to our customers of operating costs incurred by us under ACMI contracts. We refer to this as ACMI rebill revenue. We promptly rebill our ACMI customers when we purchase certain products or services on behalf of our ACMI customers, such as fuel, ground handling or catering, as necessary in certain circumstances or to expedite operations. In 2009, ACMI rebill revenue was less than 7% of our total ACMI revenue. Subservice events refer to flights where we are paid by our customer, but have contracted the operation of the flight to another air carrier due to capacity constraints, aircraft maintenance events, or scheduling conflicts.

Operating Expenses

        Aircraft Fuel.    Aircraft fuel expense includes all fuel costs incurred by us under our military and full service commercial contracts. In addition, in certain circumstances, we purchase fuel for our ACMI commercial customers and subsequently rebill them. Aircraft fuel expense is a variable cost; however, our fuel price volatility exposure is limited to our full service commercial contracts. At times, we have experienced temporary favorable and unfavorable fluctuations in working capital due to the timing of significant fuel price changes and reimbursement for these costs. For the year ended December 31, 2009 and the three months ended March 31, 2010, 96% and 97%, respectively, of our block hours were flown under military or ACMI commercial contracts providing for our actual fuel costs to be paid or reimbursed by our customers.

        Aircraft Rentals.    Aircraft rentals include aircraft and engine rent expense under our various operating leases for aircraft and spare engines. These costs are generally fixed for the duration of the leases. Aircraft rentals can also include certain supplemental rents paid to fund future maintenance events, commonly referred to as maintenance reserves. In circumstances where we determine a maintenance reserve will not be refundable to us, or paid to us to fund scheduled maintenance events or meet aircraft redelivery requirements, we record those payments to the lessor as aircraft rentals.

        Maintenance, Materials and Repairs.    Maintenance, materials and repairs expense includes the cost of repairing our aircraft, which includes the repair or replacement of parts as appropriate, certain scheduled

45

airframe maintenance events, company and contract labor for maintenance activities, line maintenance and other non-capitalized direct costs related to fleet maintenance, including short-term spare engine leases, loan and exchange fees for spare parts, and shipping costs. It also includes the engine usage costs incurred under hourly engine maintenance agreements, which we have for certain of our aircraft. These agreements require us to pay monthly fees to the vendor based on a specified rate per engine flight hour, in exchange for the vendor's performance of overhauls and maintenance as required. Also included in maintenance, materials and repairs expense is the cost of our maintenance employees including their benefits. We generally view a large portion of our maintenance, materials and repairs expense as a variable cost.

        Flight Operations.    Flight operations expense includes the wages and benefits paid to our pilots, training costs for our personnel, flight operations management functions and our hull insurance expense. We generally view the non-salary portion of flight operations expense as a variable cost. Our pilots are represented by collective bargaining agreements, and as such, their wages and benefits are generally fixed, although we have some flexibility to adjust staffing levels.

        Aircraft and Traffic Servicing.    Aircraft and traffic servicing expense includes the costs incurred at airports to land and service our aircraft and to handle passenger check-in, security, cargo, and baggage. It also includes navigation fees, which are incurred when our aircraft fly through certain foreign air space and are paid to the relevant foreign authorities, and all aircraft and traffic servicing employee costs and benefits for line and management functions such as ground operations. These non-salary portions of aircraft and traffic servicing expenses are variable costs. We typically do not incur aircraft and traffic servicing expenses under ACMI contracts.

        Passenger Services.    Passenger services expense includes the wages and benefits paid to our flight attendants, training costs for our personnel, on-board costs of meal and beverage catering for our non-ACMI commercial departures, passenger liability insurance and passenger services management functions, such as flight attendant management. In addition, these expenses include passenger fees and costs incurred for mishandled baggage and costs related to compensation for passengers who have been inconvenienced due to flight delays or cancellations. We generally view the non-salary portion of passenger services expense as a variable cost based on the number of aircraft we operate and block hours flown by us. Our flight attendant groups are represented by collective bargaining agreements, and as such, their wages and benefits are generally fixed, although we have some flexibility to adjust staffing levels.

        Crew Positioning.    Crew positioning expenses are primarily the cost of air and ground transportation and hotels incurred to position crewmembers in locations around the world from which they can operate their flights and then return to their home bases. World's crews are home-based throughout the United States, while North American's crews are based at John F. Kennedy (JFK) International Airport in New York. These are variable costs.

        Selling and Marketing.    Selling and marketing expenses primarily include the commissions we pay to Alliance team members as compensation for military missions we operate that were awarded to our team based on their AMC entitlement points. These commissions are negotiated as a percentage of the revenue we earn from those military missions. We pay these commissions monthly. We consider commissions as a variable cost. Selling and marketing expenses also include salaries, wages and benefits and professional fees related to our selling and marketing functions and advertising and product marketing activity. These are mainly variable costs.

        Depreciation and Amortization.    Depreciation reflects the periodic expensing of the recorded cost of owned airframe and engines, capitalized engine overhauls and related life limited parts, referred to as LLP, and certain scheduled airframe and landing gear maintenance events, leasehold improvements, and rotable parts for all fleet types, together with our property and equipment. Amortization reflects the periodic expensing of the recorded value of our definite-lived intangible assets. These are fixed costs.

46

        General and Administrative.    General and administrative expenses principally include corporate and management's salaries, wages and benefits, professional fees, including legal and accounting, the cost of general insurance policies, such as workers' compensation insurance, and rent and facility costs. Also included in general and administrative expense is the cost of certain contingent liability provisions, including our guarantees of ATA leasing obligations. These are fixed costs.

        Asset Impairment and Aircraft Retirements.    Asset impairment and aircraft retirements include all identifiable costs relating to impaired assets, both tangible and intangible, as well as costs associated with the retirement of aircraft and engines. For discussion regarding impairment testing, see "Critical Accounting Policies and Estimates" below.

        Other Expenses.    Other expenses primarily include the expense related to subservice event, and customer reimbursement for damaged cargo. Other expenses are generally variable in nature.

Critical Accounting Policies and Estimates

        The preparation of financial statements in conformity with GAAP requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities.

        Certain significant accounting policies used in the preparation of the financial statements require us to make difficult, subjective or complex judgments and thus we consider these critical accounting policies. We have identified the following as critical accounting policies.

        Accounting for Long-Lived Assets.    As of December 31, 2009, we had $126.5 million of net property and equipment and $196.2 million of definite-lived net intangible assets on our balance sheet. Generally, our property and equipment is depreciated to residual values over their estimated useful service lives using the straight-line method. Leasehold improvements and rotable parts related to our aircraft are depreciated over the period of benefit or the terms of the related leases, whichever is less. Our facilities and ground equipment are generally depreciated over three to seven years. Definite-lived intangible assets are amortized on a straight-line basis over the estimated lives of the related assets.

        We evaluate our long-lived assets by segment, including definite-lived intangible assets, for impairment when events or changes in circumstances indicate that the book value of the asset may not be recoverable. In testing for impairment, we compare the undiscounted estimated future cash flows from the expected use of those assets to their net book value to determine if impairment is indicated. Assets deemed impaired are written down to their estimated fair value through a charge to earnings. Fair values may be estimated using discounted cash flow analysis or quoted market prices, together with other available information. This requires the exercise of significant judgment and the preparation of numerous significant estimates.

        Indefinite-Lived Intangible Assets.    We do not amortize our indefinite-lived intangible assets. We test the book value of our intangible assets for impairment on an annual basis and, if certain events or circumstances indicate that an impairment loss may have incurred, on an interim basis. This requires the exercise of significant judgment and the preparation of numerous estimates.

        Purchase Accounting.    On August 14, 2007, we acquired World Air Holdings and its wholly-owned subsidiaries, World, North American, World Airways Parts Company, LLC and World Risk Solutions Ltd. We allocated the cost of World Air Holdings and its wholly-owned subsidiaries to the assets acquired, including identifiable intangible assets and the liabilities assumed based on their estimated fair values on the date of acquisition.

        The allocation of the total purchase price was adjusted within one year from the date of the acquisition when improved information regarding assets and liability valuations became available to us. See Note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

47

        Airframe and Engine Maintenance and Lease Requirements.    The cost of major engine overhauls for fleet types not covered under a maintenance agreement, and the cost of certain overhauls related to heavy airframe, engine, life-limited parts, which we refer to as LLP, landing gear and auxiliary power units, which we refer to as APU, for all fleet types, are capitalized when performed and amortized over estimated useful lives based upon usage, or to earlier fleet or aircraft calendar limits, for both owned and leased aircraft. We have maintenance agreements for certain items, such as engines, which require us to pay a monthly fee per engine flight hour in exchange for major overhaul, spares, and maintenance of those engines. We expense the cost per flight hour under these agreements as incurred. Under certain of our aircraft and engine leases, we are required to make periodic maintenance reserve payments to lessors for certain future maintenance work such as airframe, engine, LLP, landing gear and APU overhauls. In addition, under our aircraft and engine leases, we are required to return the airframes, engines, LLP, landing gear, and APUs to the lessors in a specified maintenance condition at the end of the lease (return condition). If the return condition is not met, the leases generally require us to provide financial compensation to the lessor. Under certain leases, the maintenance reserve deposits are not refundable to us. Consequently, we periodically review the balances of the maintenance reserve deposits and write off any amounts that are no longer probable of being used for maintenance. We have adopted the provisions of ASC 840-10, "Accounting by Losses for Non-Refundable Maintenance Deposits," which became effective on January 1, 2009. In determining whether it is probable that maintenance deposits will be used to offset the liability for future maintenance costs, we consider the condition of the aircraft, including but not limited to the airframe and engines, and the projected future usage of the aircraft based on our business and fleet plans. For the years ended December 31, 2009, 2008, and 2007, we expensed $9.6 million, $10.3 million, and $5.0 million, respectively, of non-refundable maintenance reserve payments on certain aircraft leases where we determined that it was not probable that payments would be used to offset the liability for future maintenance costs.

        If an operating lease has return conditions, our policy is to accrue and expense ratably the return condition costs once they are estimable and probable. We recognized $0.1 million, $0.6 million and $1.0 million of return condition expense as part of maintenance, materials and repairs expense in our consolidated statement of operations for the years ended December 31, 2009, 2008, and 2007, respectively. Conversely, we recognized $3.0 million in return condition income as a reduction to maintenance, materials and repairs expense in the year ended December 31, 2008 as a result of reversing a return condition provision no longer appropriate as we elected to renew the applicable aircraft lease.

        Income Taxes.    We account for income taxes under the asset and liability method. Under this method, we recognize deferred income taxes based upon the tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured through the application of current enacted tax rates. When necessary, deferred income tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable. We make significant estimates and assumptions about future taxable income and future tax consequences when determining the amount of a valuation allowance.

        Our income tax provisions are based on calculations, estimates, and assumptions that are subject to potential examination by the Internal Revenue Service (IRS) and other taxing authorities. Although we believe the positions taken on previously filed tax returns are reasonable, we have established tax and interest reserves in recognition that taxing authorities may challenge the positions we have taken, which could result in additional liabilities of both taxes and interest. We review and adjust these reserves as circumstances warrant or as events occur that affect our potential liability, such as the lapsing of applicable statutes of limitation, conclusion of audits, a change based upon current calculations, identification of new issues, releases of administrative guidance or the rendering of a court decision affecting a particular issue. Any adjustment to the tax provision would be made in the period in which the facts that gave rise to the change become known.

48

        We adopted the provisions of ASC 450, Contingencies, on January 1, 2007. We developed and implemented a process, consistent with ASC 450 and ASC 740, Income Taxes, to ensure that uncertain tax positions are properly identified, recognized, and measured in our financial statements. We adopted ASC 805, Business Combinations, effective January 1, 2009. As such, the total unrecognized income tax benefits as of December 31, 2008, if recognized in future periods, will be recorded through income tax expense and will impact our effective tax rate.

        Stock-based Compensation.    On June 29, 2009, we approved certain new equity awards to certain employees under a 2009 Long-Term Incentive Plan that replaced awards granted under previous plans adopted in 2006 and 2007. This Plan allows us to grant incentives to employees in the form of incentive stock options, nonqualified stock options, restricted stock awards and various other performance awards. We accounted for the cancelled and replaced awards as modifications of existing awards with the new incremental fair value recognized over the vesting period beginning in the third quarter of 2009.

        We measure the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of the awards. Options under each plan were granted with an exercise price not less that the market price at the grant date. None of our grants include performance-based or market-based vesting conditions. We estimate the fair value of stock option awards on the date of grant using a modified Black-Scholes option-pricing model, which requires us to make assumptions, some of which are subjective, including risk-free interest rate, stock price volatility and expected life of the options.

        Our assumption of the risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. We base our stock price volatility assumptions on historical volatilities of comparable air carriers whose shares are traded using monthly stock price returns equivalent to the contracts term of the option. The expected life of the options is determined based upon an assumption that the options will be exercised evenly from vesting to expiration. As of December 31, 2009, we had $16.6 million of total unrecognized compensation costs related to stock-based compensation arrangements. We expect to recognize this expense over a weighted-average period of 2.82 years. Assuming the sale of shares contemplated by this offering is completed at $        per share, which is the midpoint of the range set forth on the cover page of this prospectus, the aggregate intrinsic value of vested and unvested options to purchase shares of our common stock outstanding as of        , 2010 would be $        million and $        million, respectively.

        During the most recent 12-month period through March 31, 2010, we have granted the following stock options:

Grant Date	Number of Options		Weighted-Average Exercise Price		Fair Value of Common Stock(1)		Weighted-Average Fair Value of Option Grant(2)		Intrinsic Value(3)
June 29, 2009		44,947	$	2,188	$	1,000	$	225	$	—
October 1, 2009		140		1,000		1,000		343		—
December 7, 2009		1,435		2,187		1,000		213		—
March 28, 2010		717		2,227		1,154		294		—

(1)

All fair value valuations were determined by our Board of Directors in consultation with management and valuation analyses performed at the date of each stock option grant.

(2)

As determined using the Black-Scholes valuation model at the date of each stock option grant.

(3)

Intrinsic value reflects the amount by which the value of shares (as of the grant date) exceeds the exercise price of the stock option.

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Comparison of the Quarters Ended March 31, 2010 and 2009

        Several factors influenced our first quarter 2010 results of operations and the comparison to the first quarter 2009 results of operations.

        Strong Military Cargo Demand.    During the first quarter of 2010, we experienced very strong demand for our B747-400 freighter aircraft from the AMC. Consequently, we reallocated capacity from the commercial cargo to military cargo business. This was driven by the accelerated deployment of M-ATVs to support the troop build-up in Afghanistan.

        Shift in Military Passenger Demand.    During the first quarter of 2010, the military requested higher capacity aircraft to accommodate larger troop movements in the operational build-up of troops in Afghanistan. As a result, our larger DC-10 and MD-11 aircraft operated more passenger block hours and our smaller B767 and B757 aircraft operated fewer passenger block hours for the military than in the first quarter of 2009.

        Changes to Our Fleet.    In 2009, we completed the early return of two DC-10 freighter aircraft to the lessor. With the addition of the three MD-11 freighter aircraft in 2008 along with the economic downturn, we no longer needed these less efficient, older aircraft to meet our military demand. We also parked and retired our one owned DC-10 passenger aircraft as continued operation would have required significant maintenance expense. We returned one other DC-10 passenger aircraft to its lessor due to damage sustained in a hard landing during 2009. Finally, we added one additional MD-11 passenger aircraft to replace the lost DC-10 capacity in our military business. We did not make any changes to our fleet in the first quarter of 2010.

Segment and Key Operating Data

        We have two reporting segments: World and North American. Selected financial data for the quarter ended March 31, 2010 and 2009 are set forth below (in thousands):

	Quarter Ended March 31, 2010
(In Thousands)	World			North American			All Other			Consolidated Total
Revenues from external customers	$	213,277		$	85,266			—		$	298,543
Intersegment revenues	$	89			—		$	7,994		$	8,083
Depreciation and amortization	$	12,264		$	6,154		$	174		$	18,592
Total operating expenses	$	203,348		$	84,421		$	(498	)	$	287,271
Operating income	$	9,929		$	845		$	498		$	11,272
Interest income	$	523		$	505		$	1		$	1,029
Interest expense	$	(8,077	)	$	(3,807	)	$	87		$	(11,797	)
Loss on investment		—			—		$	(1,217	)	$	(1,217	)
Income tax expense (benefit)	$	991		$	(973	)	$	(65	)	$	(47	)

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	Quarter Ended March 31, 2009
(In Thousands)	World			North American			All Other			Consolidated Total
Revenues from external customers	$	175,485		$	95,084			—		$	270,569
Intersegment revenues	$	44		$	293		$	6,662		$	6,999
Depreciation and amortization	$	12,048		$	5,223		$	24		$	17,295
Total operating expenses	$	177,841		$	80,094		$	366		$	258,301
Operating (loss) income	$	(2,356	)	$	14,990		$	(366	)	$	12,268
Interest income	$	689		$	368		$	7		$	1,064
Interest expense	$	(9,115	)	$	(4,757	)	$	7		$	(13,865	)
Gain on investment		—			—		$	40,000		$	40,000
Income tax (benefit) expense	$	(3,542	)	$	4,104		$	(668	)	$	(106	)

        The following table sets forth selected key metrics by segment:

	Quarter Ended March 31,
	2010		2009
World
Military passenger block hours		6,613		6,455
Military cargo block hours		2,780		1,701
Commercial cargo block hours		5,020		5,872
Commercial passenger block hours		1,175		1,170
Non-revenue block hours		122		223
Total block hours		15,710		15,421
Non-ACMI block hours(1)		9,770		8,407
Non-ACMI departures(2)		1,714		1,546
Total departures		2,720		2,698
Weighted average fuel price per gallon		$2.38		$1.71
Number of aircraft in fleet, end of period		20		23
Average aircraft in revenue service		18.4		21.5
Average daily aircraft utilization (block hours flown per day per average aircraft in revenue service)		9.5		8.0
North American
Military passenger block hours		5,974		6,920
Commercial passenger block hours		361		286
Non-revenue block hours		145		15
Total block hours		6,480		7,221
Non-ACMI block hours(1)		6,204		7,117
Non-ACMI departures(2)		1,143		1,253
Total departures		1,183		1,281
Weighted average fuel price per gallon		$2.37		$1.74
Number of aircraft in fleet, end of period		10		11
Average aircraft in revenue service		8.1		10.2
Average daily aircraft utilization (block hours flown per day per average aircraft in revenue service)		8.9		7.9

(1)

Non-ACMI block hours refers to total block hours minus ACMI cargo block hours minus ACMI passenger block hours

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(2)

Non-ACMI departures refers to total departures minus ACMI cargo departures minus ACMI passenger departures

Financial Overview for the Quarters Ended March 31, 2010 and 2009

Operating Revenues

        Total operating revenues for the quarter ended March 31, 2010 increased $27.9 million, or 10%, to $298.5 million, as compared to $270.6 million for the quarter ended March 31, 2009.

        Military Passenger Revenue.    Military passenger revenue for the quarter ended March 31, 2010 increased $10.8 million, or 5%, to $210.4 million, as compared to $199.6 million for the quarter ended March 31, 2009.

        World accounted for $19.6 million of the increase, primarily due to a 39% increase in the price of fuel per gallon, which increased to $2.38 per gallon in 2010 from $1.71 per gallon in 2009. The increase in military passenger revenue was also partially due to an increase in AMC passenger block hours flown, which increased by 158, or 2%, to 6,613 in the first quarter of 2010 compared to 6,455 in the first quarter of 2009 due to higher military demand for wide-body passenger aircraft.

        The increase in military passenger revenue at World was partially offset by a decline in North American's military passenger revenue, which decreased by $8.8 million in the first quarter of 2010 compared to the same period in 2009, primarily as a result of a 14% decline in AMC passenger block hours flown. First quarter 2010 military passenger block hours were 5,974 compared to 6,920 in the first quarter of 2009, primarily due to the shift in military demand toward the larger wide-body aircraft and away from smaller aircraft, such as those in North American's fleet. The decline in AMC passenger block hours was partially offset by a 36% increase in the price of fuel per gallon, which increased to $2.37 per gallon in 2010 from $1.74 per gallon in 2009.

        Military Cargo Revenue.    Military cargo revenue for the quarter ended March 31, 2010 increased $25.6 million, or 105%, to $50.0 million, as compared to $24.4 million for the quarter ended March 31, 2009.

        World accounted for all of the increase, primarily due to a 63% increase in military cargo block hours flown during the three months ended March 31, 2010 as compared to the same period in 2009. This increase primarily resulted from the military's strong demand for B747-400 aircraft to transport M-ATVs to Afghanistan. Military cargo revenue was also affected by a 39% increase in the price of fuel per gallon, which increased to $2.38 per gallon in 2010 from $1.71 per gallon in 2009.

        Commercial Cargo Revenue.    Commercial cargo revenue for the quarter ended March 31, 2010 decreased $4.8 million, or 16%, to $26.0 million, as compared to $30.8 million for the quarter ended March 31, 2009.

        The decrease in revenue, all at World because North American does not operate freighter aircraft, reflects a 15% reduction in block hours flown to 5,020 in the first quarter of 2010 from 5,872 in the first quarter of 2009. This reduction in block hours reflects the allocation of more of our cargo capacity to support our military cargo business and the M-ATV deployment. Our change in ACMI customers also contributed to this decrease as we operated under contracts with lower minimum hour requirements in the first quarter of 2010 as compared to the first quarter of 2009.

        Commercial Passenger Revenue.    Commercial passenger revenue for the quarter ended March 31, 2010 decreased $0.2 million, or 2%, to $10.6 million, as compared to $10.8 million for the quarter ended March 31, 2009.

        World commercial passenger revenue increased $0.5 million, primarily due to a 5% increase in the commercial passenger block hour rate during the first three months of 2010 compared to first three

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months of 2009. This increase was mainly due to an increase in the block hour rate for a significant ACMI customer.

        North American's commercial passenger revenue decreased by $0.7 million, or 28%, in the first three months of 2010 compared to the same period in 2009 primarily due to a decrease in full service charter block hours from approximately 181 to 85.

        Scheduled Service Revenue.    We had no scheduled service revenue for the quarter ended March 31, 2010 compared to $0.3 million for the quarter ended March 31, 2009. North American accounted for the scheduled service revenue in 2009, due to expired ticket revenue recorded during the quarter ended March 31, 2009 while there was no expired ticket revenue recorded during the quarter ended March 31, 2010. We ceased all scheduled service activity during 2008.

        Other Revenue.    Other revenue for the quarter ended March 31, 2010 decreased $3.0 million to $1.6 million, compared to $4.6 million for the quarter ended March 31, 2009. World accounted for all of the decrease, primarily due to a decline in rebill revenue from ACMI flights during the comparative quarterly periods.

Operating Expenses

        Total operating expenses for the quarter ended March 31, 2010 increased $29.0 million, or 11%, to $287.3 million, as compared to $258.3 million for the quarter ended March 31, 2009.

        Aircraft Fuel.    Aircraft fuel expense for the quarter ended March 31, 2010 increased $22.7 million, or 42%, to $76.9 million, as compared to $54.2 million for the quarter ended March 31, 2009, primarily as a result of increased fuel prices and an increase in our consumption.

        World accounted for $19.1 million of the increase, mainly as a result of a 39% increase in the price of fuel, which increased to $2.38 per gallon in 2010 from $1.71 per gallon in 2009. In addition, fuel gallons consumed increased 15% to approximately 23.6 million gallons in the quarter ended March 31, 2010 compared to 20.6 million gallons during the first quarter of 2009. This increase in consumption was the result of a 16% increase in non-ACMI block hours.

        North American accounted for $3.6 million of the increase, mainly as a result of a 36% increase in the price of fuel, which increased to $2.37 per gallon in 2010 from $1.74 per gallon in 2009. This price increase was partially offset by a 14% decrease in fuel gallons consumed to approximately 8.6 million gallons in the quarter ended March 31, 2010 compared to 10.0 million gallons during the first quarter of 2009. This decrease in consumption was the result of 13% decrease in non-ACMI block hours.

        Under our military and ACMI contracts, World and North American have limited exposure to fuel price volatility, as the military reimburses us for our fuel costs and our commercial ACMI customers are responsible for fuel costs.

        Aircraft Rentals.    Aircraft rentals expense for the quarter ended March 31, 2010 decreased $1.9 million, or 5%, to $39.1 million, as compared to $41.0 million for the quarter ended March 31, 2009.

        World accounted for $1.0 million of this decline primarily due to a decline in supplemental rent paid in the quarter ended March 31, 2010 as compared to the quarter ended March 31, 2009.

        North American's aircraft rentals expense decreased $0.9 million due to the scheduled return of a B767, which was leased under a short-term lease entered into during the first quarter of 2009.

        Maintenance, Materials and Repairs.    Maintenance, materials and repairs expense for the quarter ended March 31, 2010 increased $2.4 million, or 7%, to $35.3 million, as compared to $32.9 million for the quarter ended March 31, 2009.

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        World maintenance, materials and repairs expense increased $0.7 million. This increase reflects scheduled heavy maintenance on an additional airframe during the quarter ended March 31, 2010 compared to similar activity during the quarter ended March 31, 2009.

        North American maintenance, materials and repairs expense increased $1.7 million, also primarily due to increased heavy scheduled maintenance in the quarter ended March 31, 2010.

        Flight Operations.    Flight operations expense for the quarter ended March 31, 2010 increased $0.6 million, or 2%, to $26.8 million, as compared to $26.2 million for the quarter ended March 31, 2009.

        World's flight operations expense increased $0.4 million, or 2%, primarily due to an increase in block hours flown and associated pilot related costs due to contractual increases in pilot salaries and benefits.

        North American's flight costs increased $0.2 million, or 3%, primarily due to increases in pilot salaries pursuant to the terms of the collective bargaining agreement.

        Aircraft and Traffic Servicing.    Aircraft and traffic servicing expense for the quarter ended March 31, 2010 increased $0.7 million, or 3%, to $24.3 million, as compared to $23.6 million for the quarter ended March 31, 2009.

        World's aircraft and traffic servicing expense increased $1.4 million mainly as result of its 11% increase in non-ACMI departures. Additionally, ground service operations were adversely affected by unusually high de-icing charges due to heavy snowfalls in Europe during this period compared to the same period in 2009.

        North American's aircraft and traffic servicing expense decreased $0.7 million, primarily due to a 9% decline in non-ACMI departures. This decrease was partially offset by the unusually high de-icing charges resulting from heavy snowfalls in Europe during the 2010 period compared to the same period in 2009.

        Passenger Services.    Passenger services expense for the quarter ended March 31, 2010 increased $0.8 million, or 4%, to $20.4 million, as compared to $19.6 million for the quarter ended March 31, 2009.

        World's passenger services expense increased $1.1 million, primarily due to a 2% increase in passenger block hours flown in the quarter ended March 31, 2010 compared to the quarter ended March 31, 2009 and an increase in flight attendant salaries pursuant to the terms of the collective bargaining agreement.

        North American's passenger services expense decreased $0.3 million, primarily due to the 9% decrease in non-ACMI departures and related catering costs.

        Crew Positioning.    Crew positioning expense for the quarter ended March 31, 2010 decreased $0.3 million, or 2%, to $14.4 million, as compared to $14.8 million for the quarter ended March 31, 2009.

        World's crew positioning expense decreased $0.6 million, mainly due to a 7% decrease in the average cost per departure partially offset by a 1% increase in total departures. This improvement in per departure crew positioning expense was mainly driven by lower hotel room costs per night related to our initiative to more efficiently position crewmembers.

        North American's crew positioning expense increased $0.3 million in the first three months of 2010 compared to the same period in 2009. While North American experienced an 8% decline in total departures in the first quarter of 2010 compared to the first quarter of 2009, it also recorded a 13% increase in the average positioning expense per departure mainly related to an increase in air transport cost per departure due to a larger concentration of international tickets purchased.

        Selling and Marketing.    Selling and marketing expense for the quarter ended March 31, 2010 increased $2.2 million, or 16%, to $15.9 million, as compared to $13.7 million for the quarter ended March 31, 2009.

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        Selling and marketing expense at World increased $2.7 million, primarily due to increased commissions paid to our Alliance team as a result of the increase in military revenue recorded by World in the first quarter of 2010 compared to the first quarter of 2009.

        Selling and marketing expense at North American decreased by $0.5 million, primarily due to an 11% decrease in commissions paid to our Alliance team as a result of the decline in military revenue recorded by North American during the first quarter of 2010 compared to the same period in 2009.

        Depreciation and Amortization.    Depreciation and amortization expense for the quarter ended March 31, 2010 increased $1.3 million, or 8%, to $18.6 million as compared to $17.3 million for the quarter ended March 31, 2009.

        World accounted for $0.2 million of this increase, due primarily to maintenance events that qualified for capitalization in 2009 and 2008. This maintenance related to engine overhauls and certain scheduled airframe heavy maintenance that are being depreciated over their respective useful lives. These increases were more than offset by the $1.6 million in additional amortization expense recorded by World for the quarter ended March 31, 2009 after World determined that the useful life of its cargo customer relationship intangible asset should be adjusted to amortize the remaining unamortized balance through June 30, 2009.

        North American contributed $0.9 million of this increase, due primarily to maintenance events that qualified for capitalization in 2009 and 2008 and that related to engine overhauls and certain scheduled airframe heavy maintenance that are being depreciated over their respective useful lives.

        In addition, depreciation expense for the corporate office increased $0.2 million due to the capitalization and depreciation of a new financial accounting system implemented during late 2009.

        General and Administrative.    General and administrative expenses for the quarter ended March 31, 2010 decreased $0.6 million, or 8%, to $12.8 million, as compared to $13.4 million for the quarter ended March 31, 2009.

        World's general and administrative expense increased $0.6 million due to a higher corporate management fee that included a higher non-cash stock-based compensation expense.

        North American's general and administrative expense decreased $0.3 million primarily due to decreased salaries, partially offset by the higher corporate management fee that included a higher non-cash stock-based compensation expense.

        Other Expenses.    Other expenses for the quarter ended March 31, 2010 increased $1.1 million, or 65%, to $2.8 million, as compared to $1.7 million for the quarter ended March 31, 2009. This increase was primarily due to increased subservice events and related costs of $0.9 million at World and $0.2 million at North American.

Operating Income

        Operating income for the quarter ended March 31, 2010 decreased $1.0 million, or 8%, to $11.3 million, as compared to $12.3 million for the quarter ended March 31, 2009. Total operating revenue was up $28.0 million, or 10%. At the same time, total operating expense increased by $29.0 million, or 11%. Total operating revenue and total operating expense both increased mainly due to the more than 35% increase in the price of fuel per gallon. This was the most significant reason for the decline in operating margin (operating income divided by total operating revenue), which fell from 4.5% for the quarter ended March 31, 2009 to 3.8% for the quarter ended March 31, 2010.

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Other Income (Expense)

        Interest Expense.    Interest expense for the quarter ended March 31, 2010 decreased $2.1 million, or 15%, to $11.8 million, as compared to $13.9 million for the quarter ended March 31, 2009. This decrease was mainly due to lower average outstanding debt in the first three months of 2010 compared to the same period in 2009 due to the restructuring of our debt during the year ended December 31, 2009. This decrease was partially offset by an increase in the average interest rate.

        Gain (Loss) on Investment.    We recorded a loss on investment of $1.2 million during the quarter ended March 31, 2010, which related to legal fees associated with the ATA bankruptcy estate trust. We recorded a gain on investment of $40.0 million in the quarter ended March 31, 2009, for cash received from the ATA bankruptcy estate, which we used to reduce our outstanding debt during 2009.

        Income Taxes.    During the quarter ended March 31, 2010, the amount of additional interest and penalties on uncertain tax benefits and non-deductible expenses, such as meals and entertainment expense for crewmembers, was a large percentage of our pre-tax book income. As a result, these expenses significantly affected our effective tax rate for the quarter ended March 31, 2010, when we recorded income tax benefit of $47,000, which resulted in an effective tax rate of 9.5% for the period.

        As of March 31, 2009, we were unable to fully complete the tax analysis of the bankruptcy because there were still aspects that were not fixed and determinable. Accordingly, we did not record any benefit for the potential worthless stock loss in ATA, any bad debt realization, or cancellation of indebtedness income at that time. Additionally, during the quarter ended March 31, 2009, we recorded a gain on investment of $40 million related to a payment made from ATA's bankruptcy trust to our creditor, JP Morgan, that did not result in a gain for tax purposes. Due to the deconsolidation of ATA from our tax filing group as of the effective date, a substantial portion of ATA's tax attributes, which include its net operating losses, will not be available to be used by us in the future. These items and other nondeductible expenses such as meals and entertainment for crewmembers, were a large percentage of pre-tax book income and affected our effective tax rate for the quarter ended March 31, 2009. As a result, we recorded an income tax benefit of $0.1 million, which resulted in an effective tax rate of (0.3%) for the quarter ended March 31, 2009.

Net Income (Loss)

        Net loss for the quarter ended March 31, 2010 was $0.4 million, as compared to net income of $39.1 million for the quarter ended March 31, 2009, a decline of $39.5 million primarily due to a $40.0 million non-recurring gain on investment booked in the first quarter of 2009 related to distributions from the ATA bankruptcy estate trust. This was partially offset by the $2.1 million decrease in interest expense due to the debt refinancing completed in 2009.

Comparison of the Years Ended December 31, 2009 and 2008

        Several factors influenced our 2009 full year results of operations and the comparability to the 2008 full year results of operations.

        ATA Bankruptcy.    In early April 2008, ATA filed for bankruptcy protection and ceased operations. We have described the impact of ATA's cessation of operations in the comparisons of our operating revenue and operating expense line items below. We also recorded significant asset impairment charges and tax benefits as a result of the write-off of our investment in ATA as described below. Additionally, when ATA ceased operations, World and North American benefited from an upturn in military demand as the AMC was not able to quickly replace the capacity lost from ATA. In 2009, we also recorded a gain on investment related to cash recovered from the ATA bankruptcy.

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        Fuel Price Changes.    Fuel prices increased significantly in 2008 to historical highs. Our average fuel price per gallon increased 42% from 2007 to 2008 and then subsequently decreased 45% from 2008 to 2009. This dramatic swing in average fuel prices had a significant impact on our reported revenue. During 2008, the military increased the fuel peg component of the Effective Rate four times to match the rise in actual fuel price. These increases in 2008 and subsequent fuel declines in 2009 are reflected in our military passenger and cargo revenue block hour rates for each period. Due to the fuel pass-through mechanism of our military contracts, the fluctuations in fuel price did not have a material impact on operating income in any period.

        Cessation of North American Scheduled Service.    In May 2008, we ceased all scheduled service operations at North American due to high fuel prices and to redeploy our aircraft to meet the increased military passenger demand.

        Refinancing of our Debt.    During 2009 we entered into a series of transactions in order to refinance the debt associated with our acquisition of World Air Holdings in 2007. Upon successful completion of the refinancing, we were able to reduce our total debt outstanding and the impact of interest expense on cash flow over the term of the debt.

        Global Economic Downturn.    Global economic conditions deteriorated significantly in 2009. This had a negative impact on both our commercial passenger and cargo businesses as we saw reduced demand for our aircraft evidenced by lower commercial block hours flown in 2009 versus 2008. For most of our commercial business block hour rates also declined due to the resulting overcapacity in the markets. While we were able to offset a portion of the revenue decline with decreases in variable costs and parking of under-utilized aircraft, our aircraft rentals are relatively fixed and the profitability on our commercial business declined. On a positive note, we did see a rebound in cargo demand in the fourth quarter of 2009. Also, due to the overcapacity in the cargo markets, coupled with high fuel costs, many older, less fuel efficient freighter aircraft of our competitors were parked during 2009, particularly older B747-200 aircraft. With our more modern fleet of freighters, we expect this to position us well for improvements in the cargo market and increases in demand.

Segment Data and Key Financial Metrics

        Selected financial data for the years ended December 31, 2009 and 2008 is set forth below:

	Year Ended December 31, 2009
(In Thousands)	World			North American			All Other			Consolidated Total
Revenues from external customers	$	657,703		$	384,882			—		$	1,042,585
Intersegment revenues	$	248		$	546		$	23,748		$	24,542
Depreciation and amortization	$	49,308		$	21,574		$	210		$	71,092
Asset impairment and aircraft retirements	$	4,711			—		$	1,005		$	5,716
Total operating expenses	$	692,706		$	338,991		$	(214	)	$	1,031,483
Operating income (loss)	$	(35,003	)	$	45,891		$	214		$	11,102
Interest income	$	3,494		$	1,246		$	24		$	4,764
Interest expense	$	(35,093	)	$	(17,590	)	$	(6,017	)	$	(58,700	)
Gain on investment		—			—		$	58,122		$	58,122
Gain on debt extinguishment		—			—		$	85,305		$	85,305
Income tax expense (benefit)	$	(29,402	)	$	8,589		$	(23,023	)	$	(43,836	)

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	Year Ended December 31, 2008
(In Thousands)	ATA			World			North American			All Other			Consolidated Total
Revenues from external customers	$	187,269		$	794,893		$	465,768			—		$	1,447,930
Intersegment revenues	$	120		$	811		$	1,948		$	32,966		$	35,845
Depreciation and amortization	$	9,163		$	39,956		$	15,828		$	31		$	64,978
Asset impairment and aircraft retirements	$	91,235		$	10,716		$	25,942		$	(3,373	)	$	124,520
Total operating expenses	$	319,025		$	803,323		$	431,289		$	30,353		$	1,583,990
Operating income (loss)	$	(131,756	)	$	(8,430	)	$	34,479		$	(30,353	)	$	(136,060	)
Interest income	$	906		$	3,631		$	2,010		$	521		$	7,068
Interest expense	$	(1,594	)	$	(32,733	)	$	(18,409	)	$	(6,068	)	$	(58,804	)
Income tax expense (benefit)	$	—		$	(2,474	)	$	22,111		$	(13,946	)	$	5,691

        The following table sets forth selected key metrics by segment:

	Year Ended December 31,
	2009		2008
World
Military passenger block hours		24,018		23,087
Military cargo block hours		5,198		5,200
Commercial cargo block hours		22,514		24,955
Commercial passenger block hours		5,085		5,852
Non-revenue block hours		814		959
Total block hours		57,629		60,053
Non-ACMI block hours(1)		31,163		30,558
Non-ACMI departures(2)		5,711		5,818
Total departures		10,180		10,316
Weighted average fuel price per gallon		$1.82		$3.35
Number of aircraft in fleet, end of period		20		23
Average aircraft in revenue service		19.5		18.4
Average daily aircraft utilization (block hours flown per day)		8.1		8.9
North American
Military passenger block hours		26,612		24,978
Commercial passenger block hours		2,192		3,699
Scheduled service block hours		—		2,714
Non-revenue block hours		251		144
Total block hours		29,055		31,535
Non-ACMI block hours(1)		27,889		29,342
Non-ACMI departures(2)		4,899		5,538
Total departures		5,197		6,165
Weighted average fuel price per gallon		$1.92		$3.40
Number of aircraft in fleet, end of period		10		10
Average aircraft in revenue service		10.1		10
Average daily aircraft utilization (block hours flown per day)		7.9		8.6

(1)

Non-ACMI block hours refers to total block hours minus ACMI cargo block hours minus ACMI passenger block hours

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(2)

Non-ACMI departures refers to total departures minus ACMI cargo departures minus ACMI passenger departures

Financial Overview for the Years Ended December 31, 2009 and 2008

Operating Revenues

        Total operating revenues for the year ended December 31, 2009 decreased $405.3 million, or 28%, to $1,042.6 million, as compared to $1,447.9 million for the year ended December 31, 2008.

        Military Passenger Revenue.    Military passenger revenue for the year ended December 31, 2009 decreased $208.5 million, or 21%, to $783.8 million, as compared to $992.3 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $89.8 million of this decrease.

        World accounted for $80.8 million of the decrease, primarily due to a 46% decrease in the fuel price per gallon, which decreased to $1.82 per gallon in 2009 compared to $3.35 per gallon in 2008. This decrease was partially offset by an increase in the number of military passenger block hours flown, which increased 931 block hours, or 4%, to 24,018 block hours in the year ended December 31, 2009 compared to 23,087 in the year ended December 31, 2008.

        North American accounted for $37.9 million of the decrease, primarily due to a 44% decrease in the fuel price per gallon, which decreased to $1.92 per gallon in 2009 from $3.40 per gallon in 2008. The decline in fuel price per gallon was partially offset by an increase in military passenger block hours flown by North American, which increased 1,634, or 7%, to 26,612 in the year ended December 31, 2009 compared to 24,978 in the year ended December 31, 2008.

        Military Cargo Revenue.    Military cargo revenue for the year ended December 31, 2009 decreased $23.0 million, or 24%, to $74.3 million, as compared to $97.3 million for the year ended December 31, 2008.

        World accounted for the entire decrease, primarily due to the decrease in fuel price per gallon described above. Block hours flown by World during the year ended December 31, 2009 were 5,198, which was relatively unchanged compared to 5,200 in the year ended December 31, 2008.

        Commercial Cargo Revenue.    Commercial cargo revenue for the year ended December 31, 2009 decreased $9.2 million, or 7%, to $115.8 million, as compared to $125.0 million for the year ended December 31, 2008.

        This decrease, all at World because North American does not operate freighter aircraft, reflects a 10% reduction in block hours flown to 22,514 hours in the year ended December 31, 2009 from 24,955 hours in the year ended December 31, 2008. This decrease was primarily driven by the deterioration in the global economy and the resulting adverse effect on freight demand.

        Commercial Passenger Revenue.    Commercial passenger revenue for the year ended December 31, 2009 decreased $37.6 million, or 40%, to $57.1 million, as compared to $94.7 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $12.1 million of this decline.

        World commercial passenger revenue decreased $9.3 million, or 18%, reflecting a 13% decrease in block hours flown to 5,085 from 5,852, which was primarily due to a decline in overall market demand.

        North American commercial passenger revenue declined by $16.2 million, or 52%, primarily due to our decision to move capacity from commercial passenger operations to our military passenger operations to support the 7% increase in military block hours flown by North American during the year ended December 31, 2009 compared to the year ended December 31, 2008.

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        Scheduled Service Revenue.    Scheduled service revenue for the year ended December 31, 2009 was $0.3 million, compared to $99.8 million for the year ended December 31, 2008. The discontinuation of ATA scheduled service revenue accounted for $73.4 million of this decline.

        North American's scheduled service revenue decreased $26.1 million primarily due to the cessation of scheduled service flying at North American during the second quarter of 2008. In addition, $0.3 million of scheduled service unearned revenue from 2008 was recognized upon the expiration of unused tickets in 2009.

        Other Revenue.    Other revenue for the year ended December 31, 2009 decreased $27.6 million, or 70%, to $11.3 million, as compared to $38.9 million for the year ended December 31, 2008. The discontinuation of ATA operations accounted for $12.0 million of the decline.

        World's other revenue decreased $14.7 million mainly due to lower ACMI rebill revenue during the year ended December 31, 2009 compared to 2008.

        North American's other revenue decreased $0.9 million primarily due to the cessation of scheduled service operations in May 2008.

Operating Expenses

        Total operating expenses for the year ended December 31, 2009 decreased $552.5 million, or 35%, to $1,031.5 million, as compared to $1,584.0 million for the year ended December 31, 2008.

        Aircraft Fuel.    Aircraft fuel expense for the year ended December 31, 2009 decreased $265.4 million, or 54%, to $225.3 million, as compared to $490.7 million for the year ended December 31, 2008. The discontinuation of ATA accounted for $80.9 million of this decline.

        World accounted for $121.3 million of the decrease, mainly as a result of a 46% decrease in the fuel price per gallon, which decreased to $1.82 per gallon in 2009 compared to $3.35 per gallon in 2008. This was partially offset by a 6% increase in fuel gallons consumed to approximately 79.6 million gallons in the year ended December 31, 2009 compared to 75.2 million gallons during the year ended December 31, 2008. This increase in consumption was the result of a 2% increase in non-ACMI block hours.

        North American accounted for $63.2 million of the decrease, mainly as a result of a 44% decrease in the fuel price per gallon, which decreased to $1.92 per gallon in 2009 from $3.40 per gallon in 2008. In addition, fuel gallons consumed decreased 4% to approximately 39.4 million gallons in the year ended December 31, 2009 compared to 41.1 million gallons during the year ended December 31, 2008. This decrease in consumption was the result of 5% decrease in non-ACMI block hours.

        Under our military and ACMI contracts, World and North American have limited exposure to fuel price volatility, as the military customers pay for or reimburse us for our fuel costs and our commercial ACMI customers are responsible for fuel costs.

        Aircraft Rentals.    Aircraft rentals expense for the year ended December 31, 2009 increased $4.6 million, or 3%, to $164.3 million, as compared to $159.7 million for the year ended December 31, 2008. An increase in aircraft rentals expense at World and North American more than offset the decline of $21.0 million due to the cessation of ATA's operations on April 3, 2008, and the subsequent return of ATA's aircraft to the respective lessors.

        World's aircraft rentals expense increased $17.7 million, primarily due to the inclusion in 2009 of a full year of rent expense related to two B747-400 and three MD-11 freighter aircraft that we leased in late 2008. This increase was partially offset by the early return by World to the lessor of two DC-10 freighters and the decommissioning of two DC-10 passenger aircraft in 2009.

        North American's aircraft rentals expense increased $7.9 million primarily due to an additional B767 aircraft for most of 2009. In addition, spare engine rental expense increased for the year ended December 31, 2009 as compared to the year ended December 31, 2008 due to higher unscheduled engine overhaul activity.

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        Maintenance, Materials and Repairs.    Maintenance, materials and repairs expense for the year ended December 31, 2009 decreased $4.6 million, or 3%, to $135.8 million, as compared to $140.4 million for the year ended December 31, 2008. ATA maintenance, materials and repairs expense was down $19.4 million due to the cessation of ATA's operations on April 3, 2008.

        World's maintenance, materials and repairs expense increased $11.0 million, primarily due to the addition to the fleet of three MD-11 freighter and two heavy B747-400 freighter aircraft in the latter half of 2008. In addition, World experienced an increase in the average cost of scheduled maintenance events in 2009.

        North American's maintenance, materials and repairs expense increased $3.8 million mainly due to the addition of one B767 aircraft in early 2009 and higher time-driven maintenance cost due to an increase in engine overhaul activity in 2009.

        Flight Operations.    Flight operations expense for the year ended December 31, 2009 decreased $20.6 million, or 17%, to $102.6 million, as compared to $123.2 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $22.3 million of this decline.

        World's flight operations expense increased $1.5 million, or 2%, compared to 2008 primarily due to an increase in hull liability insurance and an increase in pilot salaries pursuant to the terms of the collective bargaining agreement for the year ended December 31, 2009 compared to the year ended December 31, 2008. These expenses were partially offset by decreased pilot training expense due to the timing of aircraft induction events.

        North American's flight operations expense increased $0.2 million, or 1%, in 2009 compared to 2008 primarily due to an increase in hull liability insurance, partially offset by a 8% decrease in block hours flown.

        Aircraft and Traffic Servicing.    Aircraft and traffic servicing expense for the year ended December 31, 2009 decreased $25.0 million, or 22%, to $89.5 million, as compared to $114.5 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $19.8 million of this decline.

        World's aircraft and traffic servicing expense decreased $1.0 million, or 1%, primarily due to a 2% decline in non-ACMI departures, partially offset by an 8% increase in navigation fees for non-ACMI departures.

        North American's aircraft and traffic servicing expense decreased $4.2 million, or 11%, primarily due to a 12% decrease in non-ACMI departures.

        Passenger Services.    Passenger services expense for the year ended December 31, 2009 decreased $13.2 million, or 14%, to $78.4 million, as compared to $91.6 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $14.6 million of this decline.

        World's passenger services expense increased $2.8 million, or 6%, compared to 2008 primarily due to an increase in interrupted trip expense and an increase in flight attendant salaries pursuant to the terms of the collective bargaining agreement.

        North American's passenger services expense decreased $1.4 million, or 5%, in 2009 compared to 2008 primarily as a result of a 5% decrease in the non-ACMI block hours flown.

        Crew Positioning.    Crew positioning expense for the year ended December 31, 2009 decreased $22.0 million, or 28%, to $55.4 million, as compared to $77.4 million for the year ended December 31, 2008. The cessation of ATA's operations accounted for $9.6 million of this decline.

        World's crew positioning expense decreased $6.7 million, or 16%, mainly due to a 14% decrease in the average cost per departure. This cost savings was mainly due to lower crewmember hotel room costs per night, which resulted from our positioning cost reduction initiatives.

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        North American crew positioning expense was down $5.7 million, or 22%, due to a 16% decrease in total departures in year ended December 31, 2009 compared to 2008 and a 8% decrease in the average positioning cost per departure. This cost savings was mainly due to lower crewmember hotel room costs per night, which resulted from our positioning cost reduction initiatives.

        Selling and Marketing.    Selling and marketing expense for the year ended December 31, 2009 decreased $17.7 million, or 25%, to $52.4 million, as compared to $70.1 million for the year ended December 31, 2008. The cessation of operations of ATA on April 3, 2008 accounted for $8.6 million of this decrease.

        World accounted for $4.0 million of this decrease, which was primarily the result of the 17% decrease in military revenue recorded by World in 2009 compared to 2008 and the resulting decline in commissions paid to other members of the Alliance team.

        North American accounted for $5.1 million of this decrease primarily the result of the 9% decrease in military revenue recorded by North American in 2009 compared to 2008 and the resulting decline in commissions paid to other members of the Alliance team. In addition, selling and marketing expense related to scheduled service decreased due to the cessation of scheduled service flying at North American in May 2008.

        Depreciation and Amortization.    Depreciation and amortization expense for the year ended December 31, 2009, increased $6.1 million, or 9%, to $71.1 million as compared to $65.0 million for the year ended December 31, 2008.

        World's depreciation and amortization expense increased $9.3 million. During the year ended December 31, 2009, we determined that the useful life of World's cargo customer relationship intangible asset should be written off. This resulted in a $3.1 million additional amortization expense, which World recorded during 2009. The remaining increase is a result of additional maintenance events that qualified for capitalization in 2009 and 2008 that were mainly related to engine overhauls and certain scheduled airframe heavy maintenance events that are being depreciated over the respective useful lives.

        North American's depreciation and amortization expense increased $5.8 million in 2009 compared to 2008, primarily due to an engine overhaul performed in 2009 that was amortized over nine months to correspond with the expiration of the aircraft lease. The remaining increase in North American's depreciation and amortization expense is a result of additional maintenance events that qualified for capitalization in 2009 and 2008 that were mainly related to engine overhauls and certain scheduled airframe heavy maintenance events that are being depreciated over their respective useful lives.

        The increases in World and North American's depreciation and amortization expense were partially offset by a decrease in these expenses of approximately $9.0 million due to the cessation of ATA's operations on April 3, 2008.

        General and Administrative.    General and administrative expense for the year ended December 31, 2009 decreased $76.1 million, or 63%, to $44.1 million, as compared to $120.2 million for the year ended December 31, 2008. The cessation of operations of ATA on April 3, 2008 accounted for $22.7 million of this decline.

        World general and administrative expense decreased $14.2 million in 2009 compared to 2008 primarily due to the 2009 reversal of a portion of bad debt recorded in 2008 related to ATA and non-recurring costs recorded in 2008 related to the ATA bankruptcy.

        North American general and administrative expense decreased $5.9 million mainly due to non-recurring costs recorded in 2008 related to the ATA bankruptcy.

        Corporate general and administrative expense decreased $33.3 million primarily due to recognizing $31.2 million in expense in 2009 related to our guarantee of certain ATA aircraft leases.

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        Asset Impairments and Aircraft Retirements.    During the year ended December 31, 2009, we recorded $5.7 million in asset impairments and aircraft retirements. Of this amount, $3.6 million related to the early retirement and re-delivery of two World DC-10 freighters and $2.1 million, net of $1.0 million of insurance proceeds, related to the retirement of a damaged World DC-10 passenger aircraft and related engines.

        Asset impairments and aircraft retirements totaling $124.5 million were recorded during 2008. We reviewed our long-lived assets to determine if there were potential indicators of impairment that should be reflected as impairment charges during 2008. Impairment charges of $91.2 million were recorded for ATA during the first half of 2008, which included the full impairment of its intangible assets related to its military contract and codeshare agreement with Southwest Airlines, aircraft leasehold improvements, airframe and engine overhauls, and the value of the aircraft and related debt for two aircraft leased under capital leases.

        As a result of ATA's bankruptcy filing beginning on April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. As of that date, we adopted the cost method of accounting for ATA. We determined that our net investment in ATA under the cost method was $17.8 million as of April 3, 2008. We determined that this investment in ATA was fully impaired as of April 3, 2008, and recorded an impairment charge of $17.8 million to asset impairments and aircraft retirements on our consolidated statement of operations during the first half of 2008.

        During the year ended December 31, 2008, we recorded $6.6 million of impairment charges in connection with World's intangible assets for customer relationships due to the termination of certain cargo customer contracts. In addition, we prepared an assessment and concluded that all of our goodwill was impaired as of December 31, 2008, while our military contracts and passenger charter customer relationships were not impaired. Consequently, we recorded a charge of $8.9 million to write off the financial statement carrying value of all of our goodwill during 2008 mainly as a result of adverse industry conditions.

        Other Expenses.    Other expenses for the year ended December 31, 2009 were relatively unchanged at $6.9 million for the year ended December 31, 2009 compared to $6.8 million for the year ended December 31, 2008.

Operating Income (Loss)

        Operating income for the year ended December 31, 2009 increased $147.2 million, to $11.1 million, as compared to an operating loss of $136.1 million for the year ended December 31, 2008. In April 2008, ATA ceased operations and we subsequently recorded charges of $109.0 million to asset impairment. In addition we recorded $15.5 million of impairment related to World intangible assets and our goodwill. We also recorded a charge to other expenses of $31.2 million in 2008 related to guarantees on certain ATA aircraft leases.

Other Income (Expense)

        Interest Expense.    Interest expense for the year ended December 31, 2009, remained relatively unchanged at $58.7 million for the year ended December 31, 2009 as compared to $58.8 million for the year ended December 31, 2008. In connection with a refinancing of our debt in 2009, we wrote off $5.2 million and $4.4 million in capitalized costs and discount, respectively. This was offset by a net lower interest charge due to a reduced debt balance. In addition, $1.6 million in interest expense incurred by ATA in 2008 associated with its capitalized aircraft leases did not recur in 2009 as ATA's operations ceased on April 3, 2008.

        Gain on Investment.    We recorded a gain on investment of $58.1 million in the year ended December 31, 2009, of which $52.5 million was cash received from the ATA bankruptcy estate and $5.6 million was due to the consolidation of the ATA bankruptcy estate trust. Of the cash received,

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$51.0 million was used to reduce our outstanding debt during 2009. See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus. There was no gain on investment during the year ended December 31, 2008.

        Gain on Debt Extinguishment.    In June 2009, we began a series of transactions in order to refinance our outstanding debt, reducing principal and accrued interest by the net amount of $121.7 million. We purchased the full amount of JPMorgan's portion of the debt under our Amended Term Loan at a discount. Jefferies Funding LLC and Jefferies Leveraged Credit Products LLC funded the purchase along with our funding of $33.7 million in cash. As a result, during the year ended December 31, 2009, we recorded a gain on debt extinguishment of $85.3 million, partially offset by a $9.1 million transaction fee and write-offs of $7.9 million of existing deferred financing costs and $19.4 million of existing debt issuance discount. See Note 5 to our audited consolidated financial statements included elsewhere in this prospectus. There was no gain on debt extinguishment during the year ended December 31, 2008.

        Gain on Write-Down of Warrants.    During the year ended December 31, 2008, a liability of $6.3 million relating to outstanding stock warrants was written down to $45,000 due to a decline in the value of the warrants relating to our underlying common stock price. This resulted in a gain on the write down of warrants shown in other, net in our consolidated statements of operations for the year ended December 31, 2008.

        Income Taxes.    We determined as of December 31, 2009 that a worthless stock loss deduction was available for the tax basis of the ATA stock in the amount of $116.7 million. Additionally in 2009, we recognized a gain on our investment in ATA for payments made by the ATA bankruptcy trust to our creditors. This financial reporting gain is not recognized as a gain for tax purposes. The cumulative difference of $160.5 million related to these items increased our tax benefit by $56.2 million. In addition, due to the stock cancellation, we were entitled to a bad debt write-off of $125.3 million for the unpaid balance on the intercompany loans we made to ATA, which increased the tax benefit by $43.8 million. The stock cancellation resulted in ATA realizing $125.3 million in cancellation of indebtedness income, which we refer to as "COD," on the intercompany loans from us. The ATA COD was offset by $34.9 million in expenses at ATA, resulting in a total of $90.4 million of taxable income to us from our ATA deconsolidated operations ended March 31, 2009, which reduced our tax benefit by $31.6 million. As of December 31, 2009, we deconsolidated ATA's operations for tax purposes. Consequently, a substantial portion of ATA's tax attributes, which include its net operating losses, will not be available to us in the future.

        In June 2009, we refinanced the Amended Term Loan and realized $85.3 million in COD income. See Note 5 to our audited consolidated financial statements included elsewhere in this prospectus. Under the provisions of the American Recovery and Reinvestment Act of 2009, we elected to defer this income until 2014 and include it ratably over the ensuing four years. Accordingly, we have booked a deferred tax liability of $29.9 million in 2009. We had deferred tax asset valuation allowances of $13.2 million at December 31, 2009 compared to $9.7 million at December 31, 2008.

Net Income (Loss)

        Net income for the year ended December 31, 2009 increased $329.5 million to $142.0 million, as compared to a net loss of $187.5 million for the year ended December 31, 2008, primarily due to the $85.3 million gain on extinguishment of debt and the $58.1 million gain on investment, each recorded in 2009, and the improvement in operating results in 2009 described above.

Comparison of the Years Ended December 31, 2008 and 2007

        We have included the financial results of World Air Holdings in our results since August 14, 2007. We ceased consolidating the results of ATA in our consolidated results as of April 3, 2008. As a result of these

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changes, we do not believe our consolidated results of operation for the years ended December 31, 2008 and 2007 are comparable.

Segment Data and Key Financial Metrics

        The following table sets forth selected segment information for the periods indicated. As of December 31, 2008, we had two reporting segments: World and North American. For periods prior to April 2, 2008, we had three reporting segments: ATA, World, and North American. Selected financial data for the years ended December 31, 2008 and 2007 are set forth below:

	Year Ended December 31, 2008
(In Thousands)	ATA			World			North American			All Other			Consolidated Total
Revenues from external customers	$	187,269		$	794,893		$	465,768			—		$	1,447,930
Intersegment revenues	$	120		$	811		$	1,948		$	32,966		$	35,845
Depreciation and amortization	$	9,163		$	39,956		$	15,828		$	31		$	64,978
Asset impairment and aircraft retirements	$	91,235		$	10,716		$	25,942		$	(3,373	)	$	124,520
Total operating expenses	$	319,025		$	803,323		$	431,289		$	30,353		$	1,583,990
Operating income (loss)	$	(131,756	)	$	(8,430	)	$	34,479		$	(30,353	)	$	(136,060	)
Interest income	$	906		$	3,631		$	2,010		$	521		$	7,068
Interest expense	$	(1,594	)	$	(32,733	)	$	(18,409	)	$	(6,068	)	$	(58,804	)
Income tax (benefit) expense		—		$	(2,474	)	$	22,111		$	(13,946	)	$	5,691

	Year Ended December 31, 2007
(In Thousands)	ATA			World			North American			All Other			Consolidated Total
Revenues from external customers	$	736,619		$	274,444		$	143,540		$	7		$	1,154,610
Intersegment revenues	$	361		$	18		$	1,199		$	10,189		$	11,767
Depreciation and amortization	$	26,766		$	12,016		$	5,014		$	18		$	43,814
Asset impairment and aircraft retirements	$	5,333		$	1,828			—			—		$	7,161
Total operating expenses	$	811,027		$	260,539		$	133,975		$	4,262		$	1,209,803
Operating income (loss)	$	(74,408	)	$	13,905		$	9,565		$	(4,255	)	$	(55,193	)
Interest income	$	6,980		$	2,093		$	1,559		$	598		$	11,230
Interest expense	$	(17,382	)	$	(7,998	)	$	(11	)	$	(13,077	)	$	(38,468	)
Income tax (benefit) expense		—		$	6,445		$	4,524		$	(23,965	)	$	(12,996	)

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        The following table sets forth selected key metrics related to World and North American's financial and statistical performance by segment since August 14, 2007:

	Year Ended December 31,
	2008		2007
World
Military passenger block hours		23,087		9,407
Military cargo block hours		5,200		2,485
Commercial cargo block hours		24,955		8,212
Commercial passenger block hours		5,852		1,981
Non-revenue block hours		959		359
Total block hours		60,053		22,444
Non-ACMI block hours(1)		30,558		12,484
Non-ACMI departures(2)		5,818		2,400
Total departures		10,316		3,794
Weighted average fuel price per gallon		$3.35		$2.58
Number of aircraft in fleet, end of period		23		17
Average aircraft in revenue service		18.4		17.0
Average daily aircraft utilization (block hours flown per day)		8.9		9.6
North American
Military passenger block hours		24,978		6,594
Military cargo block hours		—		—
Commercial passenger block hours		3,699		979
Commercial cargo block hours		—		—
Scheduled service block hours		2,714		2,770
Non-revenue block hours		144		59
Total block hours		31,535		10,402
Non-ACMI block hours(1)		29,342		9,819
Non-ACMI departures(2)		5,538		1,848
Total departures		6,165		2,001
Weighted average fuel price per gallon		$3.40		$2.80
Number of aircraft in fleet, end of period		10		10
Average aircraft in revenue service		10		10.0
Average daily aircraft utilization (block hours flown per day)		8.6		8.8

(1)

Non-ACMI block hours refers to total block hours minus ACMI cargo block hours minus ACMI passenger block hours.

(2)

Non-ACMI departures refers to total departures minus ACMI cargo departures minus ACMI passenger departures.

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Financial Overview for the Years Ended December 31, 2008 and 2007

        During the year ended December 31, 2008, we generated an operating loss of $136.1 million, compared with an operating loss of $55.2 million in 2007. Operating revenue was $293.3 million higher in 2008 than in 2007 mainly due to the acquisition of World Air Holdings in August 2007, and despite the cessation of ATA's operations in April 2008. The increase in revenue was also due to higher fuel peg rates in 2008 and higher AMC flying. Operating expenses, however, were $374.2 million higher in 2008 than in 2007, driven by the substantial impairment charges resulting from the cessation of ATA operations and the acquisition of World Air Holdings. Additionally, operating expenses were affected by higher fuel prices in 2008.

Operating Revenues

        Total operating revenues for the year ended December 31, 2008, increased $293.3 million, or 25%, to $1,447.9 million, as compared to $1,154.6 million for the year ended December 31, 2007.

        Military Passenger Revenue.    Military passenger revenue for the year ended December 31, 2008 increased $431.7 million, or 77%, to $992.3 million, as compared to $560.6 million for the year ended December 31, 2007. Combined, World and North American accounted for $902.5 million and $276.5 million of military passenger revenue for the year ended December 31, 2008 and 2007, respectively. ATA's military passenger revenue was $89.8 million and $284.1 million for the years ended December 31, 2008 and 2007, respectively.

        Military Cargo Revenue.    Military cargo revenues for the year ended December 31, 2008 increased $61.3 million, or 170%, to $97.3 million, as compared to $36.0 million for the year ended December 31, 2007. World accounted for all of our military cargo revenue for the years ended December 31, 2008 and 2007.

        Commercial Cargo Revenue.    Commercial cargo revenue for the year ended December 31, 2008 increased $83.9 million, or 204%, to $125.0 million, as compared to $41.1 million for the year ended December 31, 2007. World accounted for all of our commercial cargo revenue for the years ended December 31, 2008 and 2007.

        Commercial Passenger Revenue.    Commercial passenger revenue for the year ended December 31, 2008 increased $32.3 million, or 52%, to $62.4 million, as compared to $62.4 million for the year ended December 31, 2007. Combined, World and North American accounted for $82.5 million and $23.4 million of commercial passenger revenue for the years ended December 31, 2008 and 2007, respectively. ATA's commercial passenger revenue was $12.1 million and $39.1 million for the years ended December 31, 2008 and 2007, respectively. This decrease was primarily due to the cessation of ATA's operations on April 3, 2008.

        Scheduled Service and Other Revenue.    Scheduled service and other revenue for the year ended December 31, 2008 decreased $315.7 million, or 69%, to $138.7 million, as compared to $454.4 million for the year ended December 31, 2007. Combined, World and North American accounted for $53.4 million and $41.0 million of other revenue for the years ended December 31, 2008 and 2007, respectively. ATA's scheduled service and other revenue was $85.4 million and $413.4 million for the years ended December 31, 2008 and 2007, respectively.

Operating Expenses

        Total operating expenses for the year ended December 31, 2008, increased $374.2 million, or 31%, to $1,584.0 million, as compared to $1,209.8 million for the year ended December 31, 2007.

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        Aircraft Fuel.    Aircraft fuel expense for the year ended December 31, 2008, increased $107.2 million, or 28%, to $490.7 million, as compared to $383.5 million for the year ended December 31, 2007. World and North American accounted for $409.8 million and $123.0 million of aircraft fuel expense for the years ended December 31, 2008 and 2007, respectively. ATA accounted for $80.9 million and $260.7 million of aircraft fuel expense for the years ended December 31, 2008 and 2007, respectively.

        Aircraft Rentals.    Aircraft rentals expense for the year ended December 31, 2008 increased $20.6 million, or 15%, to $159.7 million, as compared to $139.1 million for the year ended December 31, 2007. Combined, World and North American accounted for $138.7 million and $53.3 million of aircraft rental expense for the years ended December 31, 2008 and 2007, respectively. ATA's aircraft rental expense was $21.0 million and $86.1 million for the years ended December 31, 2008 and 2007, respectively. This decrease was primarily due to the return of the aircraft to the respective lessors following the cessation of ATA's operations on April 3, 2008.

        Maintenance, Materials and Repairs.    Maintenance, materials and repairs expense for the year ended December 31, 2008 increased $32.0 million, or 30%, to $140.4 million, as compared to $108.4 million for the year ended December 31, 2007. Combined, World and North American accounted for $121.0 million and $42.7 million of maintenance, materials and repairs expense for the years ended December 31, 2008 and 2007, respectively. ATA's maintenance, materials and repairs expense was $19.4 million and $65.7 million for the years ended December 31, 2008 and 2007, respectively.

        Flight Operations.    Flight operations expense for the year ended December 31, 2008 increased $4.6 million, or 4%, to $123.2 million, as compared to $118.7 million for the years ended December 31, 2007. Combined, World and North American accounted for $100.8 million and $32.6 million of flight operations expense for the years ended December 31, 2008 and 2007, respectively. ATA's flight operations expense was $22.3 million and $86.0 million for the years ended December 31, 2008 and 2007, respectively.

        Aircraft and Traffic Servicing.    Aircraft and traffic servicing expense for the year ended December 31, 2008 remained consistent with the year ended December 31, 2007, increasing $3.5 million to $114.5 million, as compared to $111.0 million for the year ended December 31, 2007. Combined, World and North American accounted for $94.7 million and $37.1 million of aircraft and traffic servicing expense for the years ended December 31, 2008 and 2007, respectively. ATA's aircraft and traffic servicing expense was $19.8 million and $74.0 million for the years ended December 31, 2008 and 2007, respectively.

        Passenger Services.    Passenger services expense for the year ended December 31, 2008 increased $8.7 million, or 10%, to $91.6 million, as compared to $82.9 million for the year ended December 31, 2007. Combined, World and North American accounted for $77.0 million and $29.4 million of passenger services expense for the years ended December 31, 2008 and 2007, respectively. ATA's passenger services expense was $14.6 million and $53.5 million for the year ended December 31, 2008 and 2007, respectively.

        Crew Positioning.    Crew positioning expense for the year ended December 31, 2008 increased $23.9 million, or 45%, to $77.4 million, as compared to $53.5 million for the year ended December 31, 2007. Combined, World and North American accounted for $67.8 million and $20.7 million of crew positioning expense for the years ended December 31, 2008 and 2007, respectively. ATA's crew positioning expense was $9.6 million and $32.8 million for the years ended December 31, 2008 and 2007, respectively.

        Selling and Marketing.    Selling and marketing expense for the year ended December 31, 2008 increased $1.4 million, or 2%, to $70.1 million, as compared to $68.7 million for the year ended December 31, 2007. Combined, World and North American accounted for $58.8 million and $21.1 million of selling and marketing expense for the years ended December 31, 2008 and 2007, respectively. ATA's selling and marketing expense was $8.6 million and $46.5 million for the year ended December 31, 2008 and 2007, respectively.

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        Depreciation and Amortization.    Depreciation and amortization expenses for the year ended December 31, 2008, increased $21.2 million, or 48%, to $65.0 million as compared to $43.8 million for the year ended December 31, 2007. Combined, World and North American accounted for $55.8 million and $17.0 million of depreciation and amortization expense for the years ended December 31, 2008 and 2007, respectively. ATA's depreciation and amortization expense was $9.2 million and $26.8 million for the years ended December 31, 2008 and 2007, respectively, primarily due to the cessation of ATA's operations on April 3, 2008.

        General and Administrative.    General and administrative expense for the year ended December 31, 2008 increased $31.7 million, or 36%, to $120.2 million, as compared to $88.5 million for the year ended December 31, 2007. Combined, World and North American accounted for $100.2 million and $16.2 million of general and administrative expense for the years ended December 31, 2008 and 2007, respectively. ATA's general and administrative expenses was $22.7 million and $73.3 million for the years ended December 31, 2008 and 2007, respectively.

        Asset Impairment and Aircraft Retirements.    Asset impairment and aircraft retirements expense totaling $124.5 million was recorded during the year ended December 31, 2008. Impairment charges of $91.2 million were recorded for ATA during the first half of 2008, which included the full impairment of its intangible assets related to its military contract and codeshare agreement with Southwest Airlines Co., aircraft leasehold improvements, airframe and engine overhauls, and the value of two aircraft and the related debt under their capital leases.

        As a result of ATA's bankruptcy filing beginning on April 3, 2008, we ceased consolidating the results of operations and financial position of ATA in our consolidated financial statements. As of that date, we adopted the cost method of accounting for ATA. We determined that our net investment in ATA under the cost method was $17.8 million as of April 3, 2008. We determined that this investment in ATA was fully impaired as of April 3, 2008, and recorded an impairment charge of $17.8 million to asset impairments and aircraft retirements on our consolidated statement of operations during the first half of 2008.

        We prepared an assessment and concluded that all of our goodwill was impaired as of December 31, 2008 mainly as a result of adverse industry conditions, despite the continued strength of our military contracts and commercial passenger customer relationships. Consequently, we recorded a charge of $8.9 million to write-off the financial statement carrying value of all of our goodwill during 2008. In addition, during 2008 World recorded $6.6 million of impairment charges in connection with its intangible assets for customer relationships due to the termination of certain cargo customer contracts.

        Asset impairments and aircraft retirements totaling $7.2 million were recorded during the year ended December 31, 2007. We recorded a $5.4 million charge to asset impairments and aircraft retirements expense related to the return of three Boeing 737-300 aircraft. World recorded $1.8 million of impairment charges in connection with its intangible assets for customer relationships due to the termination of certain cargo customer contracts.

        Other Expense.    Other expense for the year ended December 31, 2008 remained consistent with the year ended December 31, 2007 by increasing $0.6 million, or 51%, to $6.8 million, as compared to $4.5 million for the year ended December 31, 2007. World and North American accounted for $6.9 million of other expense in 2008 and $0.2 million of other expense in 2007. ATA accounted for $(0.1) million of other expense in 2008 and $4.3 million of other expense in 2007.

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        Interest Income.    Interest income for the year ended December 31, 2008 decreased $4.1 million to $7.1 million as compared to $11.2 million for the year ended December 31, 2007.

        Interest Expense.    Interest expense for the year ended December 31, 2008 increased $20.3 million, or 53%, to $58.8 million, as compared to $38.5 million for the year ended December 31, 2007. This increase was mainly attributable to interest expense related to a $340.0 million loan agreement entered into on August 14, 2007 in connection with the acquisition of World Air Holdings, which was partially offset by the repayment of $135.7 million in other indebtedness. See "Liquidity and Capital Resources—Debt."

        Other.    During the year ended December 31, 2008, a liability of $6.3 million relating to outstanding warrants was written down to $45,000 due to the devaluation of the warrants as a result of a related devaluation in the price of the underlying common stock. This resulted in a gain on write-down of warrants, which we recorded as 'other, net' income in our consolidated statements of operations for the year ended December 31, 2008. We determined no adjustment was necessary as of December 31, 2007.

        Income Taxes.    Prior to the acquisition of World Air Holdings, we recorded a full valuation allowance against our net deferred tax assets, which included net operating losses, due to the uncertainty of the ultimate realization of those assets. On August 14, 2007, the date of the acquisition, we recorded significant deferred tax liabilities in our purchase accounting that could be used to offset our deferred tax assets in the years in which they will reverse.

        On April 2, 2008, ATA filed a voluntary petition for bankruptcy protection and is currently winding down its bankruptcy estate. The ultimate liquidation of ATA will not be considered tax-free and therefore a substantial portion of its tax attributes, which include its net operating losses, will not carry over to be utilized in the future. We had previously released our historic valuation allowance against ATA's net operating losses as a result of the purchase accounting effects of the acquisition of World Air Holdings. However, as a result of the bankruptcy filing during the year ended December 31, 2008, we established a valuation allowance against the portion of ATA's deferred tax assets, including its net operating losses, which will not be used. Another result of the bankruptcy filing was that we changed our financial accounting for ATA from a consolidated subsidiary to a cost method investment (see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus), and thus recorded a $17.8 million impairment charge for the full investment in ATA. Because the ultimate tax gain or loss could not be determined at the time, we established a valuation allowance against the deferred tax asset recorded for the impairment charge. We also recorded an $8.9 million impairment charge to write off all goodwill at December 31, 2008. These items and other items such as the revaluation of stock warrants, disallowance of intercompany interest for state tax purposes, and meals and entertainment affected our effective rate for the year ended December 31, 2008. As a result, we recorded income tax expense of $5.7 million, which resulted in an effective tax rate of (3.1%) for the year ended December 31, 2008. For the year ended December 31, 2007, we recorded an income tax benefit of $13.0 million, which resulted in an effective tax rate of 15.7%.

Liquidity and Capital Resources

Liquidity

        Sources of Liquidity.    As of March 31, 2010, we had unrestricted cash of $66.8 million. We do not have a revolving credit facility and there are no funds available through other unused financing options.

        Cash Flow from Operating Activities.    In the quarter ended March 31, 2010, net cash provided by operating activities was $21.9 million. The following non-cash items were positive adjustments to reconcile net loss of $0.4 million to net cash provided by operating activities: $18.6 million in depreciation and amortization, $2.4 million in amortization of loan costs and debt discount, $1.4 million in stock-based compensation, $1.2 million in loss on investment, $1.1 million in non-cash interest, $(0.2) million in deferred income taxes and $0.2 million in loss on sale of equipment. This more than offset net cash used

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from changes in operating assets and liabilities of $(2.3) million. Sources of cash due to changes in operating assets and liabilities were: $3.8 million in accounts payable, $2.8 million in other liabilities and other assets, $2.0 million in accounts receivable, net, and $2.0 million in other current assets. Uses of cash due to changes in operating assets and liabilities were: $10.6 million in other current liabilities, due primarily to accrued fuel expense as a result of higher fuel price per gallon, and $3.7 million in air traffic liabilities and accrued flight expense.

        In the quarter ended March 31, 2009, net cash provided by operating activities was $22.5 million. The following non-cash items were positive adjustments to reconcile net income of $39.1 million to net cash provided by operating activities: $17.3 million in depreciation and amortization, $12.3 million in non-cash interest, $1.4 million in amortization of loan costs and debt discount, $0.2 million in stock-based compensation, and $0.2 million in loss on sale of equipment. The following non-cash items were negative adjustments to reconcile net income to net cash provided by operating activities: $51.6 million in deferred income taxes and $40.0 million in gain on investment. Changes in operating assets and liabilities also provided net cash of $43.4 million. Sources of cash due to changes in operating assets and liabilities were: $46.3 million in other liabilities and other assets, $9.7 million in accounts receivable, net, $9.6 million in accounts payable, $3.7 million in other current assets, $2.7 million in air traffic liabilities and accrued flight expense, and $1.3 million in maintenance reserve deposits. Uses of cash due to changes in operating assets and liabilities were: $29.9 million in other current liabilities and $0.1 million in inventory.

        In the year ended December 31, 2009, net cash provided by operating activities was $60.4 million. The following non-cash items were positive adjustments to reconcile net income of $142.0 million to net cash provided by operating activities: $71.1 million in depreciation and amortization, $28.9 million in non-cash interest, $16.2 million in amortization of loan costs and debt discount, $5.7 million in asset impairment and aircraft retirements, $3.0 million in stock-based compensation expense and $1.1 million in loss on disposition of equipment. The following non-cash items were negative adjustments to reconcile net income to net cash provided by operating activities: $85.3 million in gain on extinguishment of debt, $58.1 million in gain on investment, and $37.7 million in deferred income taxes. Net cash used from changes in operating assets and liabilities was $(33.6) million. Sources of cash due to changes in operating assets and liabilities were: $18.1 million in accounts receivable, net, $6.1 million in air traffic liabilities and accrued flight expense, and $1.4 million in other current assets. Uses of cash due to changes in operating assets and liabilities were: $30.2 million in other current liabilities, $14.1 million in accounts payable, $3.5 million in inventories, net, $7.6 million in other liabilities and other assets, $0.9 million in accrued compensation and benefits. The decrease in accounts receivable, net, was due to a decline in revenue compared to 2008, as well as lower rebilled fuel expenses. The decline in accounts payable, as well as other accrued expenses and current liabilities, was partially due to a decline in fuel expenditures. In addition, we issued promissory notes for amounts previously reflected as current liabilities as of December 31, 2008.

        In the year ended December 31, 2008, net cash provided by operating activities was $103.9 million. The following non-cash items were positive adjustments to reconcile net loss of $187.5 million to net cash provided by operating activities: $124.5 million in asset impairment and aircraft retirements, $65.0 million in depreciation and amortization, $43.0 million in non-cash interest, $14.0 million in amortization of loan costs and debt discount, $5.7 million in stock-based compensation, $2.4 million in deferred income taxes, and $1.4 million in loss on disposal of equipment. The following non-cash items were negative adjustments to reconcile net loss to net cash provided by operating activities: $6.3 million in gain on the adjustment of warrants accounted for under the liability method, and $1.0 million other non-cash items. Cash provided by changes in operating assets and liabilities was $42.9 million. Sources of cash due to changes in operating assets and liabilities were: $51.5 million in other current liabilities, $44.4 million in accounts payable, $8.9 million in other liabilities and other assets, and $3.3 million in air traffic liabilities and accrued flight expenses. Uses of cash due to changes in operating assets and liabilities were: $29.4 million in other current assets, $28.9 million in accounts receivable, net, $5.7 million in inventories, net and $1.2 million in accrued compensation and benefits.

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        In the year ended December 31, 2007, net cash provided by operating activities was $20.5 million. The following non-cash items were positive adjustments to reconcile net loss of $69.7 million to net cash provided by operating activities: $43.8 million in depreciation and amortization, $18.4 million in non-cash interest, $11.6 million in other non-cash items, $7.2 million in asset impairment and aircraft retirements, $5.6 million in amortization of loan costs and debt discount, and $2.4 million in stock-based compensation expense. The following non-cash items were negative adjustments to reconcile net loss to net cash used in operating activities: $14.7 million in deferred income taxes, and $1.0 million in gain on disposition of equipment. Cash used from changes in operating assets and liabilities was $24.1 million. Sources of cash due to changes in operating assets and liabilities were: $21.3 million of air traffic liabilities and accrued flight expense, $11.8 million in other liabilities and other assets, $3.6 million in other current liabilities, $2.9 million in accounts payable, and $1.0 million in inventories, net. Uses of cash due to changes in operating assets and liabilities were: $32.8 million in accounts receivable, net, $18.0 million in other current assets, and $13.9 million in accrued compensation and benefits.

        Cash Flow from Investing Activities.    Net cash used in investing activities for the quarters ended March 31, 2010 and 2009, were $18.8 million and $8.5 million, respectively, consisting primarily of capitalized maintenance events and the purchase of rotable parts.

        Net cash used in investing activities for the year ended December 31, 2009, was $35.1 million consisting primarily of capitalized maintenance events and the purchase of rotable parts.

        Net cash used in investing activities for the year ended December 31, 2008, was $91.4 million, which mainly consisted of capital expenditures of $66.2 million. In addition, the deconsolidation of ATA as of April 3, 2008, resulted in a reduction of available cash of $26.1 million.

        Net cash used in investing activities for the year ended December 31, 2007 was $349.3 million. This was primarily a result of the acquisition of World Air Holdings, net of cash acquired of $283.8 million and capital expenditures.

        Cash Flow from Financing Activities.    Net cash used in financing activities for the quarter ended March 31, 2010, was $9.3 million, consisting primarily of $9.2 million in principal payments on First Lien Notes. Net cash provided by financing activities during the quarter ended March 31, 2009 was $18.9 million, consisting mainly of $20.0 million in cash proceeds from the issuance of preferred stock to our majority stockholder, MatlinPatterson.

        Net cash used in financing activities for the year ended December 31, 2009, was $39.7 million. This consisted primarily of cash payments of $285.8 million in term loan agreements with JPMorgan and $21.3 million in fees related to issuance of debt restructuring, which were partially offset by $247.6 million in proceeds from issuance of the First Lien Notes and Second Lien Loan and $20.0 million in proceeds from the issuance of preferred stock.

        Net cash used in financing activities for the year ended December 31, 2008, was $4.9 million. This consisted of $11.3 million in debt issuance costs and $0.5 million in payments on long-term debt, partially offset by proceeds of a $7.0 million subordinated note issued to MatlinPatterson.

        Net cash provided by financing activities for the year ended December 31, 2007 was $377.4 million, which mainly consisted of the receipt of $340.0 million under a term loan agreement with JP Morgan, the receipt of $161.1 million from the issuance of the Series A Preferred Stock and $28.0 million in proceeds from long-term debt from affiliates. (See Note 10 to our audited consolidated financial statements included elsewhere in this prospectus.) These amounts were partially offset by the repayments on long-term debt of $81.4 million, payments on long-term debt from affiliates of $54.3 million and $16.0 million in the payment of costs incurred related to the issuance of preferred stock.

        We believe cash generated from operations and existing cash balances will be sufficient to meet our operating requirements, working capital needs, capital expenditure requirements and other obligations

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over the next 12 months. For a discussion of factors that could adversely affect our liquidity, see "Risk Factors."

Capital Resources

        Debt.    On August 13, 2009, we completed a debt offering raising $175.0 million of 14% Senior Secured First Lien Notes due August 2013 (First Lien Notes). The First Lien Notes were recorded net of a $10 million discount. The First Lien Notes include the following key provisions: a four-year final maturity, a 14% annual cash interest rate payable semiannually, a semiannual offer to the noteholders to prepay $10.0 million, and a minimum consolidated net cash flow covenant. See "Description of Certain Indebtedness." During the quarter ended March 31, 2010, the noteholders accepted, and we paid, a $6.0 million semiannual prepay offer dated December 31, 2009. The First Lien Notes are secured by a first priority lien on substantially all of our tangible and intangible assets.

        On September 29, 2009, we entered into a $72.5 million Second Lien Loan that matures in September 2014 and provides for 12% cash interest plus 6% additional interest payable in kind as an increase to the loan balance. The Second Lien Loan was recorded net of a $7.5 million discount. In addition, we issued 8,380 detachable warrants. These were immediately converted into common stock. These penny warrants were issued to the holder of the Second Lien Loan and were recorded as a $7.1 million discount against the Second Lien Loan, for a total discount recorded of $14.6 million. We incurred approximately $5.5 million in capitalized transaction fees.

        We intend to use a portion of the proceeds from this offering to repay certain indebtedness. See "Use of Proceeds."

        As of May 14, 2010, we had received $52.5 million of proceeds from the ATA's estate. We used $51.0 million and $1.5 million to reduce our outstanding debt during the year ended December 31, 2009 and during the quarter ended March 31, 2010, respectively.

        We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements and cash from financing sources, contractual restrictions and other factors.

Commitments and Contractual Obligations

        Debt and Operating Lease Cash Payment Obligations.    We finance our aircraft with operating leases and consequently do not include assets and liabilities (other than maintenance reserves) associated with operating leases in our consolidated balance sheets. The following table summarizes our material

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contractual obligations and commitments and their currently scheduled impact on liquidity and cash flows as of December 31, 2009. The following information is shown in thousands.

	Cash Payments Currently Scheduled
	2010		2011		2012		2013		2014		After 2014
Current and long-term debt	$	24,400	$	22,621	$	20,405	$	117,540	$	72,500		—
Cash interest payments on current and long-term debt		33,530		30,894		28,617		26,402		14,233		—
Payment-in-kind interest		—		—		—		—		22,464		—
Total debt payments		57,930		53,515		49,022		143,942		109,197		—
Operating leases(1)		102,964		97,836		81,843		69,132		35,848	$	76,516
Accrued post-retirement benefits(2)		422		449		493		585		667		4,220
	$	161,316	$	151,800	$	131,358	$	213,659	$	145,712	$	80,736

(1)

Amounts reflect fixed lease payments and do not include potential additional contingent aircraft lease payments based on the net income of World pursuant to a lease expiring in 2012.

(2)

Amounts reflect our expected contributions to the post-retirement health care benefit plan for certain World employees.

        Amounts include scheduled interest payments. Interest on our Second Lien Loan is payable in cash at an annual rate of 12% and additional interest is payable in kind as additional Second Lien Loan amount at an annual rate of 6%. The interest payable in kind is reflected in the table above at maturity, with cash interest on the additional loan amount reflected when due. See "Description of Certain Indebtedness" for the description of the material terms of our indebtedness.

Quantitative and Qualitative Disclosures about Market Risk

        We are subject to certain market risks, including foreign currency exchange rate risk. The adverse effects of potential changes in this market risk are discussed below. See the notes to our consolidated audited financial statements included elsewhere in this prospectus for a description of our accounting policies.

        Foreign currency exchange rate risks:    Although some of our revenues are derived from foreign customers, all revenues and substantially all expenses are denominated in U.S. dollars. We maintain minimal balances in foreign bank accounts to facilitate the payment of expenses.

Controls and Procedures

        We identified a material weakness in our internal control over financial reporting as of December 31, 2009 primarily relating to the accounting for the non-routine transactions related to the ATA bankruptcy. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. Deficiencies were identified in connection with the consolidation of the bankruptcy trust and the tax consequences of the bankrupt entity due to the lack of sufficient technical resources related to these matters. We are in the process of hiring additional tax management staff and have engaged professional services as necessary to remediate this weakness. While we believe we have taken the necessary steps to remediate this material weakness, we cannot assure you that our remediation efforts will be fully successful or that similar material weaknesses will not recur. See "Risk Factors—Risks related to our Business—Failure to establish and maintain effective internal control over financial reporting may lead investors to lose confidence in our financial data."

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INDUSTRY

Military Passenger and Cargo Transport Industry

        The United States faces a complex and uncertain national security landscape in which the pace of change continues to accelerate, and the distribution of global political, economic, and military power is becoming more diffuse. To meet these challenges, the U.S. military has revised its operating doctrine to include large-scale counterinsurgency, stability and counterterrorism efforts across a wide range of environments. A critical component of this doctrine is maintaining a highly agile and deployable force. As a result, even as troop levels in Iraq are further reduced, the demand for military passenger and cargo transport, both to and from overseas theaters and domestic training locations, is expected to persist. The DOD has committed to provide all troops forward deployed to a war theater 15 days of rest & recuperation for every 270 days deployed. We expect the resulting troop movements to sustain a baseline level of passenger travel demand to and from international deployments.

        The DOD budget for the 2011 government fiscal year reflects the ongoing efforts to counter the global asymmetric threat. While procurement spending will decrease 7% from fiscal year 2009 to fiscal year 2010, the operations and maintenance portion of the budget is estimated to increase 16% over the same period and another 6% in fiscal year 2011. The operations and maintenance budget, which includes military salaries and benefits, funds day-to-day U.S. military operations including logistics and transport.

        According to the 2011 DOD's budget justification, in government fiscal year 2009 the AMC's operations and maintenance budget appropriations, including supplemental funding, was $8.1 billion, in government fiscal year 2010 the projected budget is $8.3 billion, and for government fiscal year 2011, the budget request is $8.7 billion. The Air Force and AMC will continue to employ commercial air carriers to supplement their own military aircraft. While the Air Force's largest and longest-range military transport aircraft, the C-5 and C-17, are most efficiently utilized by carrying heavy equipment such as vehicles and helicopters, commercial air carriers provide an efficient means of internationally transporting military passengers, their gear and selected equipment. Because the AMC does not maintain its own passenger air fleet, it relies on civilian passenger carriers for 90% of its passenger transport needs. The military also uses commercial air carriers for 40% of its cargo transport needs.

        AMC demand for commercial aircraft assets is likely to increase in the long-term due in part to the combination of the Air Force's aging C-5 fleet coupled with the very aggressive utilization faced by all military airlift platforms. For example, the average age of the Air Force's C-5 fleet is 30.8 years, with 27 out of 36 active duty aircraft aged between 21 and 24 years and all 33 of the Air National Guard's fleet aged greater than 24 years. The C-17 fleet's average age of 7.5 years is far younger. However, the majority of C-17s are significantly overextended, flying more than 2,000 hours per year while only engineered to fly approximately 1,000 hours per year. In addition, the DOD has expressed a commitment to stop producing the C-17.

Commercial Air Cargo

        The commercial air cargo industry generally consists of air carriers that have dedicated fleets of freighter aircraft as well as scheduled service airlines that offer cargo capacity in the belly compartments of their aircraft flown on passenger missions. The International Air Transport Association (IATA) estimates that in 2010 the global air cargo industry will grow by more than 18.5% to approximately $60 billion. The industry is fragmented, as global cargo routes expand and new competitors are formed to meet demand in the emerging markets. Approximately 230 air carriers from more than 120 countries participate in this market representing 93% of the world's international cargo traffic. Major international market participants include Air France, Cathay Pacific, FedEx, Korean Air, Lufthansa, Singapore Airlines Cargo, and UPS.

        Global airfreight demand is highly correlated with the global economy and international trade and the slowdown in global economic activity in 2008 and 2009 resulted in an unprecedented decline in airfreight

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volumes during the second half of 2008 and the first half of 2009. In late 2009 and the beginning of 2010, air cargo traffic volume recovered to a level 28% above its 2008 low. However, many of the stored aircraft have not been returned to service, as this usually involves significant capital expenditures, and stored equipment is generally less efficient than modern aircraft. As a result, early 2010 industry freight load factors were the highest since 2000. According to IATA, the global airfreight market was 37 million tons in 2009 and is expected to increase to 43 million tons in 2010. Boeing estimates the average compound annual growth rate of the global air freight market will be 5.8% between 2007 and 2027, with the highest growth areas being intra-Asia (expected compound annual growth rate of 8.1%), Asia-North America (expected compound annual growth rate of 6.7%), and Europe-Asia (expected compound annual growth rate of 6.5%). Boeing forecasts that this demand growth will require nearly 2,000 additional freighters to be placed in service over the next 20 years.

        Global trade is partly dependent on the availability of reliable air cargo solutions. Air cargo product categories include (i) high-value, time-sensitive items with short shelf lives, (ii) supply chains with just-in-time delivery requirements; and (iii) products with significant security considerations (including military assets). Examples include high-tech consumer products, fashion clothing, fish and flowers. In late 2008 and early 2009, the collapse of freight volumes was connected to a substantial inventory overhang. As the economy has begun to emerge from the global economic recession, destocking has occurred and the inventory overhang has been nearly eliminated. As a result air cargo traffic has started to expand and, according to IATA, air freight rose three times faster than world trade from its lows in late 2008 through 2009. This recent strength in air freight has been helped by a number of factors, including increased demand from shippers that have switched transportation modes to air from ocean and surface transport. IATA notes this rapid post-recession upturn phase is usually associated with the business inventory cycle and normally lasts six to 12 months, after which growth would be expected to be more in line with increases in world trade. The typical indicators of air cargo demand are now broadly positive in an absolute sense, as well as relative to other modes of freight transportation.

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BUSINESS

Overview

        We are a provider of customized, non-scheduled passenger and cargo air transport services, offering our customers a wide range of aircraft types, configurations, payloads and capabilities. We operated in approximately 124 countries worldwide in 2009 and are the largest provider of contracted air transportation services to the U.S. military. We provide our services through our two operating air carriers, World and North American. As of March 31, 2010, our combined fleet consisted of 30 wide-body and narrow-body leased aircraft, which support our two primary business lines: (1) military, which includes both passenger and cargo services and (2) commercial cargo air transport services. We also offer passenger charter services to customers in specialty markets.

        Our two primary lines of business combine the stable revenue base of our military business with the dynamic growth platform of our commercial cargo service. This coupling of stability and growth reduces our business model's vulnerability to economic downturns while positioning us to take advantage of opportunities as the global economy strengthens. Nearly all of our military and commercial cargo customer contracts provide for fuel expense pass-throughs or reimbursements, significantly reducing our exposure to fuel price volatility.

        We have been flying for the military since 1952 and are the largest provider of military transport services in the AMC international program. The U.S. military, through the AMC, relies on commercial air carriers for more than 90% of its passenger and 40% of its international air cargo needs. For the government fiscal year ended September 30, 2009, our share of total AMC passenger spending was 51.4%, and our share of total AMC cargo spending was 5.6%, which on a combined basis represent 27.9% of total spending in the AMC international program. We are the only provider of both passenger and cargo air transport services to the AMC.

Our Strengths

        Our business, contractual arrangements and aircraft provide us with a competitive advantage.

        Our cost-plus type contracts with the military are not bid based on price but rather are awarded based on team entitlement and priced using the average costs of all participating air carriers, weighted by flights flown in the AMC international program, plus a fixed operating margin. We are compensated on a per mission basis based on the mission's route and the aircraft type employed, at a fixed rate, regardless of the number of passengers or tons of freight actually flown. This operating and payment mechanism ensures a stable, recurring revenue base with predictable margins. Our military business also benefits from attractive payment terms and certainty of collections.

        Our business model generally insulates our profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expense for an air carrier. Under our military contracts and most of our commercial passenger and cargo charter arrangements, our customers are responsible for the cost of jet fuel. In 2009, approximately 97% of our block hours were flown under either military or ACMI arrangements, in which the customer assumed the risk of fuel price volatility.

        We have a range of aircraft types in our fleet, which allows us the flexibility to cross-utilize the same aircraft in our military and commercial businesses, thereby maximizing aircraft usage and revenue while reducing unit costs. For example, we use the same fleet of freighter aircraft in the military business to transport military cargo to the Middle East and then commercial cargo on return trips via Asia to the United States. In addition, our combined fleet provides the military and our commercial customers a complete range of sizes of aircraft with long-range capability that can meet most of their operational requirements.

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        Our freighter aircraft fleet is younger on average than that of a majority of our competitors, resulting in relatively lower maintenance costs and higher fuel efficiency. All of our freighter aircraft are equipped with modern, digital, two crewmember cockpits. These modern cockpits provide us with a cost advantage over older wide-body freighter aircraft, such as the B747-200 and DC-10, that require a third pilot or flight engineer to operate all flights.

Our Strategy

        Our strategy is to continue to be the leader in providing air transport services to the military while growing our commercial business.

        We plan to maintain our leadership in the AMC international program by maximizing our team's aircraft commitments to the CRAF, engaging the military on program improvements and continuing to match our aircraft offerings and capacity with the military's needs. We also plan to grow our military and commercial cargo businesses by using our MD-11 and B747-400 freighter fleets to meet the military's desire to use more modern, fuel-efficient aircraft and to address a similar desire we expect to exist in the commercial sector.

        Our commercial cargo strategy is to capitalize upon the recovery of the air cargo transportation market. Given the current and anticipated increased demand for commercial air cargo transportation in improving economic conditions, coupled with a reduction in airlift capacity caused by the retirement of older freighter aircraft, such as DC-10s and B747-200s, we believe our fleet has the right mix of freighters to service our customers' needs. Across our industry, approximately 53% of the available B747-200s have been retired since December 2007. As the global economy and international trade continue to recover, we intend to explore opportunities to grow our freighter fleet to meet increased demand.

        We plan to grow our passenger charter business in certain specialty markets by leveraging our operating experience, our worldwide operating authority from the U.S. government and the long-range capabilities of our fleets. For example, we use our aircraft and crew to service scheduled operators' seasonal peak businesses, flying international routes for airlines such as Air Jamaica, Caribbean Airlines, and Virgin Atlantic. Our wide range of passenger aircraft offerings enable us to operate for a variety of customers, including recent chartered flights for corporate salesforce incentive programs, pilgrimages to the shrine in Lourdes, charter travel to the Balkans, and deportation flights for the U.S. government. We also use our passenger aircraft to service customers with specialty domestic requirements, such as providing the Barack Obama presidential campaign a full-time aircraft in 2008. We believe the experience developed from our military business gives us a competitive advantage in servicing customers that require the ability to change flight schedules on short notice or to operate to locations where most air carriers have limited experience and limited contacts with local vendors.

        We plan to continue delivering safe, high quality service to our customers. In order to meet our customers' needs, we prepare and train to operate to a variety of destinations, many of which are often remote. For example, North American is certified for extended twin-engine operations, referred to as ETOPS, in order to operate over-water up to 180 minutes from a landing field. World has applied for certification from the Federal Aviation Administration to fly polar routings to reduce block hours on certain intercontinental flights.

        Both World and North American maintain modern, computerized operations control centers, which, via satellite communications, enable real-time tracking of our aircraft, so that we can quickly troubleshoot issues and communicate with our customers. We carry a fly-away kit of spare parts on our aircraft and also frequently operate our flights with mechanics and operations personnel onboard.

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        As an integral part of our contract airlift business model, we maintain a competitive cost structure. We continuously seek opportunities to streamline our operations and reduce our unit costs. For example, the following initiatives are currently underway:

•

Streamline Operational Support Services—We are consolidating certain duplicate functions at World and North American into a single corporate organization charged with developing a more focused sourcing strategy and implementing operational process improvements, which we expect will ultimately drive additional cost savings.

•

Simplify Fleet—We currently operate six wide-body and narrow-body passenger and cargo aircraft types. In 2009, we began to retire our DC-10 aircraft fleet, and it is our intention to further downsize this fleet subject to requirements from the military and the availability of more efficient replacement passenger aircraft. This fleet simplification will allow World to further streamline maintenance, support functions and flight crew training, as well as improving crew utilization across its two remaining cockpit types.

•

Reduce Aircraft Lease Costs—We will continue to manage fleet capacity through near-term lease expirations and renewals. More than 85% of our aircraft lease contracts will expire over the next four years. We expect to achieve significant reductions in aircraft rental or equivalent costs when we replace or renegotiate the operating lease terms of these aircraft.

•

Reduce Commissions—Outside studies sponsored by the military have indicated that the level of commissions paid by the charter carriers operating AMC flights to their non-flying carrier teammates should be reduced. If these changes are implemented, World and North American would improve their profitability from flights operated on behalf of the AMC.

Military Passenger and Cargo

        AMC/CRAF Arrangements.    DOD, through the AMC, relies on commercial air carriers for more than 90% of its passenger and 40% of its cargo international air transport needs. The AMC awards flights to teams of air carriers through annual contracts. The teams are comprised of U.S. passenger and cargo air carriers that pledge aircraft to the CRAF to be available for activation by the U.S. government in times of need. Since its inception in 1951, the CRAF has only been activated twice: during Operation Desert Shield/Storm in 1990-1991 and during Operation Iraqi Freedom in 2003. In times of normal operating demand, the substantial majority of AMC missions are flown by a handful of charter carriers, including World and North American, which dedicate a large proportion of aircraft capacity to the program.

        Eligibility to participate in the AMC international program is limited to U.S. certificated air carriers that commit aircraft to the CRAF and can demonstrate a history of flight experience comparable to AMC missions, primarily international long range flights, with appropriate equipment, e.g., long range, overwater, heavy payload flights, access to flight crews and union rules that permit extended international missions with relatively short notice as to specific routes, and that otherwise meet rigid inspection, audit and qualification criteria.

        The AMC allocates flights, or missions, to air carrier teams proportionally based on the number of entitlement points of each team. Each participating air transport carrier earns entitlement points under a formula devised by the AMC, based on the number, size and capability of its aircraft pledged to the program. The members of each team enter into arrangements to determine the allocation of flights among the team members. Team agreements often set out priority rights to operate certain flights and the commissions paid to team members contributing entitlement points in excess of their share of team flights. Air carriers that contribute entitlement points to a team in excess of missions flown are generally large commercial airlines. These legacy carriers do not generally operate AMC flights except during a CRAF activation because of the disruption it causes to their core businesses, the remoteness of the destinations and their crew work rule restrictions. It is typical within the AMC international program for charter

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carriers to align themselves with the larger legacy carriers to maximize their team's entitlement. In return for the contribution of entitlement points, the legacy carriers are paid a commission out of the revenue a team receives for flying AMC missions. The AMC international program contracts are awarded annually and team arrangements and award allocations can change from year to year. Due to a delay in the AMC international contract solicitation process for government fiscal year 2011, the DOD has announced that contracts awarded for government fiscal year 2010 will be extended.

        There are more than 20 air transport carriers participating in the AMC international program, most of which are organized into and participate in one of three teams: the Alliance Team, the FedEx Team and the UPS Team. World is co-leader of the Alliance Team and, in combination with North American, we have been awarded the largest share of AMC passenger revenue in each of the last six fiscal years. Within the Alliance team, we currently have the right of first refusal to fly all long range military passenger flights and MD-11 freighter flights, and a second priority position on all B747 freighter flights.

        We expect changes to the manner in which entitlement points are awarded for future AMC contract years. Although no final decisions have been announced, we expect that the formula for allocation of entitlement points will become more favorable to charter carriers, such as us, that fly day-to-day military missions and act as a buffer against activation of the CRAF should the AMC require mobilization of additional airlift capacity. In addition, for government fiscal year 2010, the AMC suspended a rule that capped the number of entitlement points awarded to air carriers such as us that derive more than 40% of their revenue from the AMC international program. With the suspension of this rule, we are eligible to obtain full credit for our entitlement points.

        The AMC is also seeking ways to modernize the CRAF fleet, and we believe the AMC may make additional changes in government fiscal year 2012 to provide incentives for the use of modern aircraft. Based on our discussions with AMC we believe all of our aircraft, with the exception of our DC-10s, would qualify for these incentives. If these changes are implemented, the entitlement points awarded to us would likely increase, making us less reliant on paying commissions to other team members for their entitlement.

        We are paid by the AMC for flights based on the average costs of operations for all participating air carriers, weighted by the number of flights actually flown in the AMC international program, plus a fixed percentage margin, which the AMC sets annually. These rates are based on the capacity of the aircraft required by the AMC for a mission (measured in seats or tons), and the mileage of the mission. In addition, the AMC reimburses us for our fuel costs, eliminating our exposure to the risk of fuel price volatility. We render our invoices promptly after the completion of a mission and generally receive payments within 20 days of submission.

        The AMC has audit and inspection rights under our contracts, both with respect to our mission operating costs and compliance with the regulatory requirements of the program. In addition, the AMC measures our on-time performance, reliability and other similar performance measures. For example, we are required to maintain an 85% controllable on-time reliability record on a three-month rolling basis as measured by the DOD. Our right to fly missions can be affected by our performance.

        Military Passenger.    We have been transporting troops and their families around the world since 1952 during times of both conflict and peace and are the largest provider of air transport passenger services to the U.S. military. In 2009, we operated more than 1,500 passenger trips for the military using World and North American aircraft.

        We believe the military's demand for international passenger air transport services will remain significant even following further troop withdrawals from Iraq because of deployments to the many U.S. military bases located throughout the world. In 2009, in addition to the U.S. military personnel stationed in Iraq and Afghanistan, there were approximately 60,000 personnel stationed in other parts of the Middle East and Central Asia. Deployments outside those regions in locations such as Europe, Japan and South Korea totaled approximately 200,000 personnel. In 2008, we were the first carrier to begin operating

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passenger flights directly into Iraq, saving the military the time and cost of connecting troops from Kuwait. Over the last two decades, we have supported many military operations including the following:

Year	Operation
2003–present	Iraqi Freedom
2001–present	Enduring Freedom (Afghanistan)
1999–2000	Deployment/Support (Kosovo)
1999	Swap Out (Bosnia, Macedonia)
1997–1998	Deployment (Middle East)
1996–present	Joint Guardian (Pristina, Fmr. Yugoslavia)
1996–present	Joint Forge (Tuzla, Fmr. Yugoslavia)
1995	Phoenix Jackal (Saudi Arabia)
1995	Phoenix Illusion/Phoenix Wadi (Kuwait, Doha, Bahrain)
1992–1994	Redeployment
1994–1995	Panama & Homestead, Safe Haven (Cuba)
1994	Sea Signal (Haiti)
1993	Repatriation (Haiti)
1992–1993	Deployment/Support (Somalia)
1991–present	Northern Watch (Turkey)
1991–2001	Deny Flight (Iraq)
1991–2001	Southern Watch (Iraq)
1991	Evacuation (Philippines)
1991	Desert Storm (Iraq & Kuwait)
1990	Desert Shield (Iraq & Kuwait)

        While many of our flights operate between multiple U.S. commercial airports or military bases to overseas training exercise locations and contingency destinations, we also operate recurring flight schedules for the military, some of which are contracted and scheduled up to a year in advance. Among these are Patriot Express routings that operate weekly between U.S. gateways such as Baltimore, Norfolk and Seattle and overseas bases, in locations such as Japan, Germany, Italy, Turkey, Kyrgyzstan, Bahrain, Diego Garcia and Djibouti. We also operate "R&R" missions for the military in which troops are granted approximately fifteen-day leaves of absence in the U.S. during overseas deployments. The AMC currently contracts with carriers including World and North American to operate R&R flights on a daily basis between Kuwait and Atlanta and Dallas-Fort Worth airports. From these airports the troops typically connect on scheduled service carriers to their final destinations.

        The World fleet consists of large class wide-body MD-11 and DC-10 passenger aircraft while the North American fleet consists of the medium class wide-body B767 and narrow-body B757 aircraft. AMC passenger business awarded to us is flown by World or North American based on the passenger requirements and range of the specific mission. For the fiscal year ended December 31, 2009, World operated 24,018 block hours to the military passenger business, while North American operated 26,612 block hours.

        Revenue derived from our military passenger business accounted for 75% and 69% of our operating revenues for the years ended December 31, 2009 and 2008, respectively, and accounted for 58% and 49% of our block hours during such periods. For the first quarter ended March 31, 2010 and March 31, 2009 respectively, passenger business accounted for 70% and 74% of our operating revenues and 57% and 59% of our block hours.

        Military Cargo.    We are the only provider of both passenger and cargo air transport services to the military. We have successfully grown our military cargo business in recent years with freighter aircraft provided by World. One factor in generating that growth is the military's increasing use of large contoured cargo freighters, which began in 2007. World's MD-11 freighter has an advantageous payload design and is

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modern, younger, and approximately 35% more fuel efficient than the B747-200 freighter, traditionally used for military air cargo transport. The AMC has indicated that it intends to direct 20% of its wide-body cargo transport requirements to contoured freighters. As the largest operator of MD-11 freighter flights for the AMC, we are well-positioned to benefit from this greater use of contoured aircraft.

        Another factor in the growth of our military cargo business is the increased use of the B747-400 freighter, with its greater fuel efficiency and increased payload compared to the older B747-200 freighter. In 2009, we began to operate our B747-400 freighters for the military transporting, among other things, M-ATVs to Afghanistan. In government fiscal year 2010, the AMC began offering certain B747 missions that would only be performed by the higher-payload B747-400. These missions are paid at a 22% higher rate than all other B747 missions.

        In addition to offering the military attractive fleet characteristics, we also work collaboratively with the military to develop innovative solutions to better address its air transport needs. For instance, we were the first carrier to load six M-ATVs on a B747 freighter mission, saving 16% on unit transportation costs for the military. We also recently worked with the military to identify ways to better utilize the MD-11 freighter to fly greater payloads with greater frequency.

        Revenue derived from our military cargo business accounted for 7% and 7% of our operating revenues for the years ended December 31, 2009 and 2008, respectively, and accounted for 6% and 5% of our block hours during such periods. For the first quarter ended March 31, 2010 and March 31, 2009, respectively, military cargo business accounted for 17% and 9% of our operating revenues and 13% and 8% of our block hours.

Commercial Cargo

        We conduct our commercial cargo business through World, which operates freighter aircraft primarily under contracts pursuant to which we provide the aircraft, crew, maintenance and insurance at a fixed rate per block hour. These contracts, known as ACMI contracts, provide our air cargo customers with the flexibility to outsource their cargo aircraft requirements, add supplemental capacity in existing markets and serve increased demand in seasonal markets, without reactivating older freighters or acquiring new freighters and related resources, such as flight crews. Under ACMI contracts, the customer is responsible for paying most operating expenses, including fuel. Our ACMI contracts include provisions whereby the customer commits to paying for a minimum amount of block hours each month, at a pre-determined block hour rate. Some of our contracts provide the customer a lower block hour rate for block hours flown above specified minimums. Our current and recent ACMI cargo customers include ANA Aviation Services, Asiana Airlines, Cargolux, Etihad Airways, Lufthansa Cargo and Tampa Air Cargo.

        We also enter into full-service charter contracts with customers for which we are paid a higher block hour rate, but assume responsibility for fuel, handling, landing and other operating expenses. These contracts generally contain fuel reimbursement adjustments to limit our exposure to changes in fuel prices. Recent full service customers have included Diplomat Freight Services, Lufthansa Cargo Charters, UPS Supply Chain Solutions, as well as certain international freight forwarders for which we operate flights to and from a variety of international destinations.

        Many of our full service commercial cargo contracts are operated as flights returning to the United States after the completion of a one-way military mission. The military pays a "one-way" rate for these missions, which includes additional compensation for the empty return flight to the United States. Instead of flying an empty aircraft directly back to the U.S., we are able to take advantage of the imbalanced Asia-Pacific -U.S. trade flows by contracting a charter flight for that route. For example, aircraft returning to the United States from one-way missions to Afghanistan have frequently contracted commercial cargo charters from Asia-Pacific to the United States. This allows us to position the aircraft for our next military mission and increase our commercial cargo revenue. The revenue from the full service commercial charter more than offsets the expense of the time and extra distance flown.

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        We believe that our modern, reliable, fuel-efficient fleet is particularly attractive to our commercial cargo customers. We are the largest ACMI operator of the modern MD-11 freighter and, in 2008, we introduced the modern B747-400 freighter into our fleet.

        Our commercial cargo business accounted for 11% and 9% of our revenues and 26% and 22% of our block hours for the years ended December 31, 2009 and 2008, respectively. For the first quarter ended March 31, 2010 and March 31, 2009, respectively, commercial cargo business accounted for 9% and 11% of our operating revenues and 23% and 26% of our block hours.

Commercial Passenger Charter

        We provide ACMI and full service passenger charters to government and commercial customers in certain specialty markets, including operating supplemental peak capacity flights for other air carriers, political campaigns, professional sports teams, tour operators and concert tours. Our worldwide operating authority and operating experience enables us to provide solutions for a wide range of customers. For instance, we provided dedicated charter aircraft to both the Barack Obama and Hillary Clinton 2008 presidential campaigns and operated international charter flights for the White House press corps, Aerosur, Air Jamaica, Caribbean Airlines, Virgin Atlantic, State Farm, the 2009 Bruce Springsteen international tour and deportation flights for the U.S. government.

        Our commercial passenger charters are operated by World or North American depending on the customer specification and preference for aircraft capacity and range.

        Our commercial passenger business accounted for 5% and 7% of our revenues and 8% and 8% of our block hours for the years ended December 31, 2009 and 2008, respectively. For the first quarter ended March 31, 2010 and March 31, 2009, respectively, commercial passenger business accounted for 4% and 3% of our operating revenues and 7% and 6% of our block hours.

Our Aircraft Fleet

        A core concept of our business model is having a flexible aircraft fleet, which has allowed us to cross-utilize the same aircraft in our military and commercial businesses to maximize aircraft utilization. As of March 31, 2010, our combined fleet consisted of 30 leased passenger and freighter aircraft, as described in more detail in the table below:

Aircraft Type	World		North American		Average Age (in years)		Lease Expiration Range (in months)
Boeing 757-200 (passenger)		—		5		10		24-50
Boeing 767-300ER (passenger)		—		5		14		12-48
Boeing 747-400 (freighter)		2		—		16		96-104
McDonnell Douglas MD-11 (freighter)		9		—		16		23-62
McDonnell Douglas MD-11 (passenger)		6		—		15		10-41
McDonnell Douglas DC-10-30 (passenger)		3		—		28		35-41
		20		10		16.7

        We believe our staggered and relatively short lease terms allow us to respond and restructure our fleet costs as demand for our services changes. We also believe it will permit us the ability to renegotiate aircraft lease terms on favorable terms over the next few years. We will carefully evaluate opportunities to acquire additional aircraft to grow our business.

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        All of our freighter aircraft are equipped with modern, digital, two-man cockpits, which provide us with a cost advantage over older wide-body freighter aircraft, such as the B747-200, that require a third pilot or flight engineer to operate all flights.

        Our cargo fleet is built around the modern MD-11, which we believe, at full payload, provides the lowest transport costs per ton among large freighter aircraft for flights of more than 6 hours in length. We are the only significant ACMI operator of the MD-11 freighter. The MD-11 is also attractive to some of the largest air cargo companies, such as UPS, FedEx and Lufthansa, that already operate significant MD-11 freighter fleets. The MD-11 is particularly well-suited for operations within the following trade lanes due to its fuel and overall trip efficiency:

North America/South America	Europe/Middle East	Middle East/Africa
North America/Europe	Europe/Africa	Middle East/Asia
North America/Northeast Asia

        We introduced the modern B747-400 freighter into our fleet in 2008. The B747-400 is the largest commercial freighter currently in service, with greater payload capacity and range, better fuel efficiency and lower operating costs than the prior-generation B747-200 freighter, which is still operated by many of our competitors. The B747-400 freighter is typically used for long-range, large payload flights such as between Asia-Pacific and North America or Europe. The combination of capacity, range, fuel efficiency and cost characteristics of the B747-400 freighter results in lower unit costs for our military and ACMI contract customers, and reduces our operating expenses with respect to our full service contracts.

        All of our aircraft and related engines are subject to operating lease agreements under customary lease terms with the various lessors. Under the terms of these agreements, we are required to return the aircraft or engine in an agreed-upon condition at the end of the lease. Although title remains with the lessor, we are responsible during the lease term for maintenance, servicing, insurance, repair and overhaul. As of December 31, 2009, scheduled future minimum lease payments having non-cancelable terms of more than one year were approximately $581.2 million. For more information, see Note 6 to the consolidated financial statements included elsewhere in this prospectus.

Competition

        Our military passenger and cargo transport business is conducted through the AMC international program under one-year contracts with the military, for which we have made available a substantial number of our aircraft to be used by the military in support of its operations. We operate these flights as part of the AMC international program's entitlement-based contracts.

        A number of factors affect the amount of AMC business we are awarded. These factors include the number and type of aircraft we make available to the AMC international program, the number of other independent air carriers wishing to operate AMC international program missions, the willingness of scheduled service or dedicated cargo air carriers to commit aircraft to the CRAF and the manner in which AMC international program entitlement points are awarded. We endeavor to participate in a large team to maximize entitlement points available to team members. Within the team, we seek to maximize our percentage of team flights flown, both by our participation in the team leadership and by negotiating priority positions within the team for flights for which our aircraft are well suited. In the event we receive a reduction in our awards under the AMC international program, we intend to re-deploy available aircraft to our other lines of business.

        The market for commercial cargo services is highly competitive. We believe the most important bases for competition in the commercial cargo charter business include the fuel and trip efficiency of the aircraft

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fleet, the payload and cubic capacities of the aircraft and the price, flexibility, quality and reliability of the air transportation services provided.

        The MD-11 freighter, although a smaller part of the overall ACMI air cargo market, has increasingly become an attractive alternative to the B747-200 freighter due to its efficiency and capacity characteristics. As the largest operator of ACMI MD-11 freighters, we are well positioned for payloads that do not require the capacity of a B747 freighter. We do not have direct competition with air carriers operating ACMI MD-11 wide-body freighters, although we compete on an indirect basis with operators of other types of wide-body freighter aircraft.

        For larger cargo requirements traveling longer distances, we acquired two B747-400 freighters in 2008. The B747-400 is substantially more efficient than the predecessor B747-200 series and is also well positioned to compete for long-haul large payload ACMI customer requirements. Our principal direct commercial cargo competitors in the B747-400 ACMI market include Atlas Air, Air Atlanta Icelandic and Kalitta Air. Atlas Air currently operates over 20 B747-400 aircraft.

        The competition in our passenger charter business is highly fragmented and includes both charter airlines and scheduled service airlines seeking to use marginal capacity. We believe that the most important criteria for competition in the passenger charter business include the range and passenger capacity of the aircraft, price per seat, and the flexibility and reliability of the air transportation service provided. In addition to competing with the major U.S. airlines that use their excess capacity for charters, we compete with specialty charter airlines such as Omni Air International, Ryan International Airlines and Miami Air. Many international scheduled and charter airlines also compete for charter business on non-domestic routes.

Employees

        As of May 31, 2010, we employed approximately 1,309 personnel at World, 743 personnel at North American and 78 personnel at our corporate headquarters, excluding employees on leave as footnoted below. The following table summarizes our personnel represented under collective bargaining agreements:

Employee Group		Number of Employees		Union	Contract Status
World:
	Cockpit Crew(1)		452	IBT(3)	In negotiations
	Flight Attendants(1)		439	IBT	Amendable as of 9/30/2012
	Dispatchers		12	TWU(4)	Amendable as of 12/31/2013
North American:
	Cockpit Crew(2)		169	ALPA(5)	Amendable as of 11/1/2012
	Flight Attendants(2)		287	IBT	In negotiations

(1)

Excludes 10 cockpit crewmembers and 62 flight attendants on leave.

(2)

Excludes 6 cockpit crewmembers and 9 flight attendants on leave.

(3)

International Brotherhood of Teamsters.

(4)

Transport Workers Union.

(5)

Air Line Pilots Association.

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        Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act. Under the Railway Labor Act, collective bargaining agreements generally contain "amendable dates" rather than expiration dates. The Railway Labor Act requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage bargaining process overseen by the National Mediation Board. This process continues until either the parties have reached agreement on a new collective bargaining agreement or the National Mediation Board releases the parties to "self-help" such as strikes and lock-outs. We have only encountered one such "self-help" situation, when the World pilots conducted a nine-day strike in January 2006.

        While we believe we have good relations with our employees, any prolonged dispute with employees or work stoppages, whether or not the affected employees are represented by a union, could have a material adverse effect on our business, financial condition and results of operations. However, under our collective bargaining agreements, our flight crews are not permitted to strike on military flights.

Flight Operations and Aircraft Maintenance

        Each of our subsidiaries maintains a 24-hour operations center to enable the worldwide dispatch of our aircraft. We are able to dispatch maintenance and operations personnel and equipment as necessary to support flight operations around the world. Each of our subsidiaries uses both internal staff and third-party maintenance providers to maintain our aircraft under programs approved by the FAA.

        Primary maintenance activities include scheduled and unscheduled work on airframes and engines. Scheduled maintenance activities encompass those activities specified in a carrier's maintenance program approved by the FAA. The timing of scheduled maintenance is dependent on a number of factors relevant to the particular aircraft involved, including the type of aircraft and the number of calendar months, the number of block hours flown and the number of departures since the last scheduled maintenance. Unscheduled maintenance typically relates to unexpected parts breakage or damage. The costs necessary to adhere to these maintenance programs may increase over time, based on the age of the aircraft or engines or due to FAA airworthiness directives. Costs related to unscheduled maintenance are unpredictable.

        Under the FAA airworthiness directives issued pursuant to its aging aircraft program, we are subject to extensive aircraft inspections and may be required to undertake structural modifications to our fleet from time to time to address the problems of corrosion and structural fatigue. As part of the program, the FAA has issued airworthiness directives requiring additional aircraft modifications. It is possible that additional airworthiness directives applicable to the type of aircraft or engines included in our fleet could be issued in the future and that the cost of complying with such airworthiness directives could be substantial.

Insurance

        We carry the types and amounts of insurance that we believe to be customary in our industry, including coverage for public liability, passenger liability, property damage, aircraft loss or damage, baggage and cargo liability and workers' compensation.

        Following the terrorist attacks of September 11, 2001, commercial aviation insurers significantly increased the premiums and reduced the amount of war-risk coverage available to commercial carriers. The U.S. government provides us with such "war-risk" insurance coverage through a program that currently is set to expire on August 31, 2010. We expect this government coverage to continue to be available for the foreseeable future, but if the government ceases this program and we must rely on

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commercial aviation insurers who provide war-risk coverage with substantially less desirable terms, then we may experience a material adverse effect on our financial condition and results of operations.

Regulation

        General.    We are subject to regulation by the Department of Transportation (DOT), the Federal Aviation Administration (FAA), the Transportation Security Administration (TSA) and numerous other governmental agencies as well as the equivalent agencies in foreign countries.

        The DOT principally regulates economic matters affecting air service, including air carrier citizenship, certification and fitness, insurance, operations for other carriers, allocation of route rights, authorization of proposed scheduled and charter operations, allocation of certain airport slots not controlled by the FAA, consumer protection and competitive practices. The DOT has the authority to investigate and institute proceedings to enforce its economic regulations and may assess civil penalties, order carriers to cease and desist from violations, revoke operating authority and seek criminal sanctions by referring criminal matters to the Department of Justice. Our air carrier certificates, originally issued to North American in 1990 and to World in 1948, authorize us to engage in scheduled air transportation within the United States, its territories and possessions and to various overseas destinations and to perform charter trips on a worldwide basis. The DOT may revoke or suspend any of these certificates, in whole or in part, for intentional failure to comply with certain provisions of the U.S. Transportation Code, or any order or regulation issued thereunder, or any term of such certificate after notice to the certificate holder and an opportunity to appeal. The DOT also may impose conditions or restrictions on air carrier certificates. Certain long-term ACMI agreements require separate authorization from the DOT.

        The FAA primarily regulates flight operations and aircraft maintenance, particularly matters affecting air safety, including airworthiness requirements for each type of aircraft, the licensing of pilots, mechanics and dispatchers and the training of flight crew and flight attendants. The FAA requires each carrier to obtain an operating certificate authorizing the carrier to conduct certain operations using specified equipment. We have, and maintain, FAA certificates of airworthiness for all of the respective aircraft of World and North American, and have the necessary FAA authority to conduct all operations that each carrier currently performs.

        If we fail to comply with FAA regulations, the FAA has the authority to modify, suspend temporarily or revoke permanently our authority, or that of our licensed personnel, to provide air transportation, after providing notice and opportunity for a hearing. The FAA can institute proceedings for the imposition and collection of civil penalties for the violation of certain FAA regulations. The FAA can revoke our authority to provide air transportation on an emergency basis, without providing notice and a hearing, where significant safety issues are involved. The FAA monitors our compliance with maintenance, flight operations and safety regulations, maintains onsite representatives and performs frequent spot inspections of our aircraft, employees and records.

        The FAA also has the authority to issue maintenance directives and other mandatory orders relating to, among other things, inspection of aircraft and engines, fire retardant and smoke detection devices, collision and windshear avoidance systems, noise abatement and the mandatory removal and replacement of aircraft parts that have failed or may fail in the future. In addition, the FAA mandates extensive recordkeeping practices for aircraft maintenance.

        The civil aviation security functions of the FAA were transferred to the TSA pursuant to the Aviation and Transportation Security Act. The TSA operates under the Department of Homeland Security and is responsible for all civil aviation security, including passenger and baggage screening, cargo security measures, airport security, assessment and distribution of intelligence, and security research and

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development. The TSA also has law enforcement powers and the authority to issue regulations. In cases of a national emergency, it may issue regulations without a notice or comment period.

        Based upon bilateral or multilateral aviation agreements between the United States and other nations, or, in the absence of such agreements, comity and reciprocity principles, we, as charter carriers, are generally not restricted as to the frequency of our flights to and from most foreign destinations. These arrangements generally allow us to carry passengers and cargo on flights between the United States and foreign destinations with considerable flexibility as to the intermediate points that may be served. Where charter services are not specifically authorized under these aviation agreements, they must be specifically approved by the civil aeronautics authorities in the relevant countries. Approval of such requests is typically based on considerations of comity and reciprocity and cannot be guaranteed. Charter provisions specifying the terms and conditions under which charter traffic may be carried are generally established either by the terms of the applicable bilateral agreement or by the country of origin of the charter traffic.

        We believe that we are currently operating in material compliance with DOT, FAA and TSA regulations and hold all necessary operating and airworthiness authorizations and certificates. A modification, suspension or revocation of any of our DOT or FAA authorizations or certificates could have a material adverse effect on our financial condition and results of operations.

        CRAF.    By participating in the CRAF program, we have committed that the DOD may activate our aircraft during national emergencies when the need for military airlift exceeds the capability of military aircraft and commercial aircraft flown for the AMC under normal, voluntary charter arrangements. Only twice, during Operation Desert Shield/Storm in 1990 and again during Operation Iraqi Freedom in 2003, has the CRAF been activated. CRAF program participation makes us eligible to bid on and be awarded certain contracts with the military for non-emergency airlift requirements. The DOD audits our operations, maintenance and safety procedures every two years.

        Foreign Ownership.    Under federal law and DOT regulations, we must be a citizen of the United States as defined by DOT. In this regard, we must be incorporated under the laws of the United States or one of the states, our president and at least two-thirds of our board of directors and key management officials must be U.S. citizens and not more than 25% of our voting interest may be owned or controlled by non-U.S. citizens. In addition, under existing precedent and policy, actual control of our Company must reside with U.S. citizens. As a matter of regulatory policy, the DOT has stated that it will not permit aggregate equity ownership of a domestic air carrier by non-U.S. citizens in an amount in excess of 25% in the case of ownership by citizens of countries not having liberal "open skies" bilateral agreements. Citizens of countries having open skies bilateral agreements may own additional non-voting equity taking the total foreign equity to 49%. We currently are in compliance with these ownership provisions.

        Other Regulations.    Various aspects of airline operations are subject to regulation or oversight by federal agencies other than the DOT, the FAA and the TSA. Employee relations in the air transportation industry are generally regulated under the Railway Labor Act, which vests in the National Mediation Board certain regulatory powers with respect to disputes between airlines and employee unions arising under collective bargaining agreements. We also are subject to the jurisdiction of the Federal Communications Commission regarding the utilization of radio equipment. In addition, U.S. Immigration and Customs Enforcement, U.S. Customs and Border Protection and the Animal and Plant Health Inspection Service of the Department of Agriculture have jurisdiction over inspection of our aircraft, passengers and cargo to ensure compliance with U.S. immigration, customs and import laws. Moreover, while our aircraft are in foreign countries, we must comply with the requirements of similar authorities in those countries. The U.S. Commerce Department also regulates the export and re-export of our U.S.-manufactured aircraft and certain equipment.

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        We are also subject to state and local laws and regulations at locations where we operate and the regulations of various local authorities that operate the airports we serve.

        Future Regulation.    The U.S. Congress, the DOT, the FAA, the TSA and other governmental agencies have under consideration, and in the future may consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, our operations, ownership and profitability. In the past, during a period of fuel scarcity, air carrier access to jet fuel was subject to allocation regulations promulgated by the Department of Energy. We cannot predict what other matters might be considered in the future by the FAA, the TSA, the DOT or the U.S. Congress, nor can we judge what impact, if any, the implementation of any future proposals or changes might have on our business.

Environmental Matters

        Our operations are subject to comprehensive federal, state and local laws and regulations relating to pollution and the protection of the environment, including those governing aircraft noise, the discharge of pollutants into the air and water, safe drinking water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. Some of our operations require environmental permits and controls, and these permits are subject to modification, renewal and revocation by issuing authorities.

        The federal government imposes noise restrictions on commercial aircraft operations. In addition, many airports, both domestic and foreign, have established restrictions to limit noise, which can include limits on the number of hourly or daily flights and the time of such flights, including curfews. These limitations serve to protect the noise-sensitive communities surrounding the airport. As a result, we have been and may continue to be required to reduce our hours of operation at particular airports, to install noise abatement equipment on our aircraft or to change operational procedures during takeoff and landing. At the present time, we believe that our aircraft and operated flights are in material compliance with these and other local noise abatement requirements to which we are subject. On occasion, World and North American have experienced irregular operations resulting in violations of these requirements and the payment of minor fines. We do not believe that any such restrictions or violations will have a material adverse effect on our business, financial condition or results of operations.

        At our aircraft maintenance facilities and the airports we serve, materials are used such as aircraft deicing fluids, fuel, oils and other materials that are regulated as hazardous under federal, state or local laws. We are required to maintain programs to protect the safety of the employees who use these materials and to manage and dispose of any wastes generated by the use of these materials in compliance with applicable laws. The EPA regulates operations, including air carrier operations that affect the quality of air in the United States, such as the discharge of aircraft emissions exhaust into the environment. We believe that World and North American have made all necessary modifications to their respective operating fleets to meet fuel-venting requirements and smoke-emissions standards. Although we believe that we are in compliance in all material respects with applicable environmental laws, we could incur substantial costs, including cleanup costs, fines, civil or criminal penalties, or third-party property damage or personal injury claims as a result of violations of, or liabilities under, environmental laws or noncompliance with the environmental permits required for our operations. In addition, the adoption of new or more stringent requirements could increase the cost of our operations, require significant capital expenditures or result in material restrictions on our operations.

        There is increasing global regulatory focus on climate change and greenhouse gas emissions. In particular, the United States and the European Union, or EU, have developed regulatory requirements that may affect our business. The U.S. Congress is considering climate-related legislation to reduce emissions of greenhouse gases. Several states have also developed measures to regulate emissions of

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greenhouse gases, primarily through the planned development of greenhouse gas emissions inventories and/or regional greenhouse gas cap and trade programs. In late 2009 and early 2010, the EPA adopted regulations requiring reporting of greenhouse gas emissions from certain facilities, updating the renewable fuels standard and is considering additional regulation of greenhouse gases under the existing federal Clean Air Act. In addition, the EU has adopted legislation to include aviation within the EU's existing greenhouse gas emission trading scheme effective in 2012. This legislation has been legally challenged in the EU but we may incur additional costs as a result of this legislation. While we cannot yet determine what the final regulatory scheme will be in the United States, the EU, or in any other areas in which we do business, such climate-related regulatory activity in the future may adversely affect our business and financial results.

Facilities

        Global and World share corporate offices located in Peachtree City, Georgia. The lease expires in 2019. North American leases office space at JFK International Airport in New York for its administrative employees. This lease expires in 2017. We generally lease facility space on a short-term basis at or near airports in support of our operations. We also maintain a spare parts warehouse near Hartsfield-Jackson International Airport in Atlanta. This lease expires in 2011.

Our History

        Global was incorporated under Delaware law on January 26, 2006 under the name "New ATA Holdings Inc." and acquired a controlling interest in ATA Holdings Corp. and ATA Airlines, Inc., on February 28, 2006. On August 14, 2007, we acquired World Air Holdings, Inc., the parent company of World and North American. Following the 2007 acquisition, Global had three principal subsidiaries: ATA, World and North American. Each of these air transport companies specialized in military passenger and/or cargo transport. ATA and North American historically operated scheduled service and charter passenger service, while World operated passenger charter and ACMI cargo services. The scheduled service operations of both ATA and North American ceased in 2008. On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code primarily due to the unexpected and, we believe, wrongful termination by FedEx of ATA Airline's military arrangement led by FedEx. See "—Legal Proceedings" for a description of this litigation.

        The Chapter 11 plan of ATA was approved and confirmed on March 26, 2009 and became effective on March 31, 2009. ATA is in the process of completing an orderly liquidation of its assets and winding down its bankruptcy estate, and all remaining assets are held in plan trusts. We have already received distributions from the ATA bankruptcy estate, and we may be entitled to receive additional distributions in connection with the liquidation of ATA once the litigation against FedEx is resolved. Except for one pending matter involving an ATA aircraft lease guaranteed by us, we are aware of no further financial liabilities arising out of ATA or its bankruptcy. See "—Legal Proceedings."

        Our principal executive office is located at 101 World Drive, Peachtree City, Georgia 30269, and our telephone number at this address is (770) 632-8000. Our corporate website is www.glah.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus.

Legal Proceedings

        On February 9, 2009, Wilmington Trust Company, in its capacity as the trustee lessor to a 15-year lease agreement entered into by ATA on February 28, 2006, brought an action in the New York Supreme Court Commercial Division to enforce the guaranty provided by us of the performance of ATA under that lease.

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The plaintiff is seeking (a) approximately $333,000 plus interest on the lease; (b) the greater of (i) $35 million or (ii) the current market value of the aircraft; and (c) attorneys' fees and costs. The outcome of the litigation cannot be predicted and is dependent upon many factors beyond our control. See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

        On June 11, 2008, the ATA bankruptcy estate filed suit in the United States District Court for the Southern District of Indiana, Indianapolis Division, against FedEx for breach of a three-year contract with ATA for military flying. ATA is seeking total damages of approximately $94 million, based on lost military profits arising from the FedEx contract and losses associated with ATA's acquisition of certain DC-10 aircraft to fulfill its obligations under the FedEx contract. FedEx has denied that the FedEx contract is a valid and binding agreement and has filed a counterclaim for ATA's alleged breach of the FedEx contract as a result of ATA's cessation of operations. The counterclaim is solely posed against ATA and does not affect us or our operating subsidiaries. FedEx filed a motion for summary judgment that was denied on June 24, 2010. Accordingly, we anticipate that the FedEx litigation will proceed to trial, which is currently scheduled for August 2010. We cannot predict the outcome of this litigation. In accordance with ATA's Chapter 11 plan approved by the U.S. Bankruptcy Court, approximately 85% of any net damages recovered (after deduction of the expenses associated with the litigation) may be available for distribution to us. If we receive ATA distributions totaling more than $5 million, we are obligated pursuant to the terms of the indenture governing the First Lien Notes to use all such distributions to offer to purchase at par any outstanding First Lien Notes, and then, if remaining distributions total more than $1.3 million, we must offer to prepay, without premium, indebtedness outstanding under the Second Lien Loan equal to the entire amount of such remaining distribution. Any funds not so used would be available to us for general corporate purposes.

        In addition, from time to time we may be a party to claims that arise in the ordinary course of business, none of which, in our view, is expected to have a material adverse effect on our financial position or results of operations.

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MANAGEMENT

Directors and Executive Officers

        Set forth below is information with respect to our directors and executive officers as of the date of this prospectus, except as otherwise indicated.

Name	Age		Position
Robert R. Binns		45	Chairman of the Board, Chief Executive Officer
Charles P. McDonald		45	President
William A. Garrett		45	Executive Vice President and Chief Financial Officer
Brian T. Bauer		43	Executive Vice President and Chief Commercial Officer
Jeffrey W. Wehrenberg		49	Senior Vice President and Chief Operating Officer, North American
Larry Montford		51	Senior Vice President and Chief Operating Officer, World
Mark M. McMillin		55	Senior Vice President, General Counsel and Company Secretary
Jeffrey Sanborn		62	Senior Vice President, Corporate Strategy
David J. Matlin		49	Director
Peter H. Schoels		37	Director
Lawrence M. Teitelbaum		55	Director
Marjorie Bowen		45	Director
Mark Palmer		44	Director
Jason New		41	Director
William Stockbridge		61	Director
General Duane H. Cassidy		76	Director (effective upon his acceptance of the appointment)

Robert R. Binns has served as our Chief Executive Officer and as a director on our board of directors since April 2008. He had previously served as Chief Marketing Officer of Global from September 2007 to April 2008. Prior to that, he served as Chief Marketing Officer of World from August 2005 to September 2007. He joined World in April 2004 as Senior Vice President of Marketing and Planning. Prior to joining World, Mr. Binns was President and Chief Executive Officer of TransMeridian Airlines from April 2002 to April 2004 and previously had been its Chief Financial Officer from December 2001 to April 2002. Mr. Binns was Vice President and Controller for the technical division of Pegasus Aviation from April 2000 through December 2001, and also spent several years with TWA in a variety of positions, including General Auditor. Prior to that he worked as an auditor for the accounting firm of KPMG LLP in London. Mr. Binns began his career with a political lobbying firm in London that specialized in transportation issues. He holds an MBA in Finance from the University of Kansas and a Master's degree in Political Behavior from Essex University in England. Mr. Binns' experience in the airline industry with legacy and charter airlines brings vast knowledge and perspective on the issues we face in our industry in both the military and commercial sectors.

Charles P. McDonald has served as our President since April 2008. Prior to assuming this position, he served as Executive Vice President and Chief Airline Officer of Global from February 2008 to April 2008. He previously held the positions of Senior Vice President and Chief Operating Officer of World from April 2005 to January 2008 and Senior Vice President of Operations May 2004 to April 2005. His current responsibilities include Flight Operations, Aircraft Maintenance and Engineering, In-Flight Services, Customer Service, Safety, Human Resources and Global Shared Services. Mr. McDonald has over 23 years

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of aviation experience, including Chief Operating Officer of TransMeridian Airlines from 1999-2004. Prior to this position, Mr. McDonald has held senior-level positions with British Aerospace Regional Aircraft from 1995 to 1999 and with AMR Corporation from 1988 through 1995, including Director of Aircraft Maintenance for Flagship Airlines. Mr. McDonald is a graduate of Spartan College of Aeronautics, is a licensed AMT and an honorably discharged veteran of the United States Army.

William A. Garrett has served as our Executive Vice President and Chief Financial Officer since November 2007. In this role, Mr. Garrett has direct responsibility over all aspects of our financial departments and related functions. During 2007, Mr. Garrett was previously a consultant to MatlinPatterson Global Advisers LLC, providing senior advisory and restructuring management services to its international aviation investments. Prior to providing these consulting services to MatlinPatterson Global Advisers LLC, from 2000 through 2007, Mr. Garrett served as the Chief Operating Officer and the Executive Vice President of Gemini Air Cargo, an international cargo airline operating wide-body, freighter aircraft primarily under ACMI contracts. Mr. Garrett served as the Chief Financial Officer of Vanguard Airlines, Inc., a domestic passenger airline, from 1996 through 1999. Prior to entering the airline industry, Mr. Garrett spent nine years in public accounting, providing accounting, auditing, merger, acquisitions and transactional services, most recently with Ernst & Young LLP and initially with PricewaterhouseCoopers LLP. While in public accounting, Mr. Garrett had a concentration in transportation and high growth companies. Mr. Garrett holds a BS in Business Administration and Accounting from Washington and Lee University.

Brian Bauer has served as our Executive Vice President and Chief Commercial Officer since June 2010. His current responsibilities include business and market development; market research and planning; strategic direction for passenger and cargo sales; and corporate planning. Mr. Bauer has over 21 years of aviation experience. Prior to joining Global, Mr. Bauer served as President of Evergreen International Airlines from 2006 to June 2010. Prior to this position, Mr. Bauer served in a variety of management and executive positions at Evergreen Aviation Ground Logistics Enterprises including President, Executive Vice President, and Vice President of Operations.

Jeffrey W. Wehrenberg has served as Senior Vice President and Chief Operating Officer of North American since February 2006. His current responsibilities include Flight Operations, Aircraft Maintenance and Engineering, In-Flight Services, Customer Service, Safety, and Human Resources. Prior to joining North American, Mr. Wehrenberg held a variety of executive leadership positions including President of New Heights Aviation Services, LLC, President and Chief Operating Officer at Chicago Express Airlines (ATA Connection), Senior Vice President of Operations and Chief Operating Officer for TransMeridian Airlines, Vice President of Ground X Operations for Mesaba Aviation (Northwest Airlink), and Vice President—Customer Service at Express Airlines (Northwest Airlink). Mr. Wehrenberg also worked with World in a consulting capacity in 2005.

Larry Montford has served as Senior Vice President and Chief Operating Officer of World since February 2008. His current responsibilities include Flight Operations, Aircraft Maintenance and Engineering, In-Flight Services, Customer Service, Safety, and Human Resources. He previously held the position of Vice President of Technical Operations for World from March 2004 to February 2008. Prior to joining World, Mr. Montford served as Vice President, Technical Operations, of Air Jamaica Ltd. Mr. Montford served with US Airways, Inc. as Director—Line Maintenance from February 2003 to October 2003. From July 1998 to February 2003, Mr. Montford had served US Airways, Inc. as Director of Base Maintenance in Charlotte, North Carolina and held similar positions in Tampa, Florida, and Philadelphia, Pennsylvania, where he was responsible for all Line and Base Maintenance activities. Mr. Montford also spent several years with Northwest Airlines in a variety of management positions, including Director of Base Maintenance in Duluth, Minnesota. He holds a BS in Business Administration from Georgia State University.

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Mark M. McMillin has served as our Senior Vice President, General Counsel and Secretary since August 2007. Prior to our acquisition of World Air Holdings, he served as the General Counsel and Corporate Secretary of World Air Holdings from September 2004 to August 2007 (acting as Interim General Counsel from January 2005 until his formal appointment to General Counsel in May 2005). Previously, Mr. McMillin had served as the Assistant General Counsel of World from December 2003 to September 2004. Mr. McMillin has over 20 years of general corporate, transactional and litigation experience, including serving as general counsel for telecommunication and pharmaceutical companies and is a member of the New York, Connecticut, Virginia state and Washington D.C. bars. Prior to entering the legal profession, Mr. McMillin was commissioned an officer in the U.S. Army and served as a platoon leader with the 11th Armored Cavalry "Black Horse" Regiment in Germany during the Cold War, after which he was honorably discharged at the rank of captain. Mr. McMillin obtained his JD degree from The John Marshall Law School in Chicago, Illinois, and his BA in History from Canisius College in Buffalo, New York.

Jeffrey Sanborn currently serves as our Senior Vice President, Corporate Strategy. Mr. Sanborn was appointed Chief Marketing Officer for Global Aero Logistics Inc. in April 2008 and served in that role until June 2010. Mr. Sanborn joined World in January 2002 as Director—Corporate Strategy & Fleet Planning and was promoted to Vice President of Corporate Planning for World Air Holdings in 2005. He was named Vice President of Market Planning for Global Aero Logistics in 2007. Prior to joining World, Mr. Sanborn was at Delta Air Lines for more than 30 years, where he held a variety of management positions in international alliances, route development, strategic planning and business development. He holds an MBA from Suffolk University in Boston, Massachusetts and a BBA from the University of Massachusetts.

David J. Matlin has served as a director on our board of directors since November 2006. Mr. Matlin serves as the Chief Executive Officer of MatlinPatterson Global Advisers LLC, a $9 billion private equity firm that he co-founded in 2002 in a spin-off from Credit Suisse First Boston. Prior to the formation of MatlinPatterson Global Advisers LLC in 2002, Mr. Matlin was a Managing Director at Credit Suisse First Boston and the head of its Distressed Securities Group since its formation in 1994. Prior to joining Credit Suisse First Boston, Mr. Matlin was co-founder and Managing Director of Distressed Securities of Merrion Group, L.P., a successor to Scully Brothers & Foss L.P., from 1988 to 1994. Mr. Matlin serves on the board of directors of Standard Pacific Corp. and Flagstar Bank. Mr. Matlin holds a BS in Economics from the University of Pennsylvania's Wharton School of Business and a JD from the UCLA School of Law. Mr. Matlin brings extensive knowledge of financial restructuring and corporate finance.

Peter H. Schoels has served as a director on our board of directors since March 2006. Mr. Schoels joined MatlinPatterson Global Advisers LLC in 2002 as a Partner and currently serves as its Managing Partner. Prior to joining MatlinPatterson Global Advisers LLC, Mr. Schoels served as a member of Credit Suisse First Boston's Distressed Securities Group, making investments in North America, Latin America, Europe and the CIS. Prior to joining Credit Suisse First Boston, Mr. Schoels served as Director of Finance and Strategy for Tradeledger and Knowledge Platform, both subsidiaries of Itim Group Plc. Prior to these roles, he was Manager of Mergers and Acquisitions for Ispat International NV, specializing in buying distressed steel assets in emerging markets. Mr. Schoels serves on the board of directors of Standard Pacific Corp. Mr. Schoels is a Belgian citizen and holds a BA in International Business from Eckerd College in St. Petersburg, Florida and an MBA from U.B.I. (University of Wales and Mercer University) in Brussels, Belgium. Mr. Schoels brings extensive knowledge to financial restructuring and corporate finance.

Lawrence M. Teitelbaum has served as a director on our board of directors since February 2006. Mr. Teitelbaum joined MatlinPatterson Global Advisers LLC as a Partner and Chief Financial Officer in October 2002. He was previously Chief Financial Officer of Fenway Partners from 1996 to 2002. Prior to Fenway Partners, Mr. Teitelbaum was Treasurer and Vice President for Financial Planning for Petrie Retail Inc. following an extensive career at Ernst & Young LLP. While at Ernst & Young, he provided due

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diligence and investment advisory services to private equity clients on more than 30 leveraged buyout transactions. Mr. Teitelbaum began his career as Chief Accountant for Real Estate at Madison Square Garden. Mr. Teitelbaum holds a BS in Accounting from the State University of New York at Buffalo and is a Certified Public Accountant. He is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Teitelbaum brings extensive knowledge of financial restructuring and corporate finance.

Marjorie Bowen has served as a director on our board of directors since April 2008. From 1989 to 2007, Ms. Bowen served as Managing Director of Houlihan, Lokey, Howard & Zukin in Los Angeles and New York and was the National Director of the firm's Fair Opinion Practice. She also served as a member of its Financial Advisory Services—Management Committee. Currently, Ms. Bowen serves on the board of directors for Texas Industries, Inc. and The Talbots, Inc. as well as the board of Euromax Holdings. Ms. Bowen holds a BA from Colgate University, where she graduated cum laude in 1987, and an MBA in Finance from the University of Chicago. Ms. Bowen provides our board with a strong mix of skills and experience in areas including financial review and analysis, strategic planning, transaction expertise, professional services and corporate governance.

Mark Palmer has served as a director on our board of directors since December 2008. Mr. Palmer joined MatlinPatterson Global Advisers LLC in January 2008 as a Partner. Prior to joining MatlinPatterson Global Advisers LLC, Mr. Palmer was a partner in the law firm of Bracewell & Giuliani LLP, where he served as the chair of the firm's Private Investment Funds Practice and as the head of the Corporate Practice in New York. Before joining Bracewell & Giuliani LLP, Mr. Palmer was the head of the New York Corporate Practice of the international law firm Linklaters as well as a partner with the law firm of Stroock & Stroock & Lavan LLP. Mr. Palmer holds a JD from Columbia University and a BA from the University of South Florida. Mr. Palmer brings extensive knowledge of financial restructuring and corporate finance.

Jason New has served as a director on our board of directors since September 2009. Mr. New is a Senior Managing Director and co-Head of Distressed Investing for GSO. Mr. New focuses on managing GSO's public investment portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct distressed investment opportunities. Mr. New is also a member of the GSO Investment Committee. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette ("DLJ") where he was a member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm of Sidley Austin LLP where he practiced law in the firm's corporate reorganization group. Mr. New is a director of Cheniere Energy, Inc. Mr. New received a J.D. from Duke University School of Law and a B.A., magna cum laude, from Allegheny College.

William Stockbridge has served as a director on our board of directors since September 2009. He is Managing Director of Hillview Aviation Ltd., an Irish registered aircraft leasing and trading company, specializing in cargo aircraft and freight operations. Hillview is a wholly owned subsidiary of Diplomat Freight Service, a major U.S. based cargo brokerage firm. Mr. Stockbridge is also an Independent Trustee of PALS (Pegasus Aircraft Lease Securitization) 1999, 2000 and 2001 since their inception in the various years. Previously he held the position of non-Executive Chairman of Tradewinds, a US121 cargo airline, specializing in providing ACMI flying for various customers. Prior to this, he was CEO of MAXjet Airways, a US121 passenger airline providing all-business class wide-body international service, having originally held the position of Chairman of the Board of MAXjet Airways from its founding in 2004 through November 2006 and was the President and CEO from November 2006 until July 2008. He was instrumental in the launch of the A330-200F freighter, and consulted with AirCastle for their purchase of fifteen of the aircraft type. Mr. Stockbridge has more than 30 years experience in cargo and passenger airlines as well as aircraft leasing. He was Founder, President and CEO of Gemini Air Cargo, an ACMI operator of DC10 and MD-11 freighters. Following this, Mr. Stockbridge served as the President and Chief Executive Officer of Centurion Air Cargo, a Miami-based international cargo airline operating a fleet of DC10-30F aircraft and served on the board of the parent company building Centurion and a sister

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company, Cielos del Peru, into the largest cargo airline in Miami. Prior to this he was President and CEO of Potomac Capital Leasing Group, an aircraft leasing company based in Washington D.C. In his earlier career, he was on the start-up teams of Presidential Airways and People Express as well as holding engineering positions with Pan Am, Seaboard World Airlines and Grumman Aerospace. Mr. Stockbridge is a licensed pilot and engineer, and was a recent member of the President's advisory board of Embry-Riddle Aeronautical University, his alma mater. Mr. Stockbridge's experience in the airline industry with legacy and charter airlines brings vast knowledge and perspective on the issues we face in our industry in both the military and commercial sectors.

General Duane H. Cassidy (USAF Ret.) served on our board of directors from April 2006 through March 10, 2008, and has been re-appointed to our board effective upon his acceptance of the appointment. From 2008 to 2010, General Cassidy served as advisor to the President and Chief Operating Officer of Global. General Cassidy attained the rank of four stars in 1985 and served as Commander in Chief of the Military Airlift Command and the U.S. Transportation Command before retiring in 1989. Upon retirement, General Cassidy joined CSX Corporation and served in senior management positions as President of CSX/Sealand logistics, Senior Vice President for Sales and Marketing of CSX Transportation and as the Corporate Senior Vice President and Chairman of the Commercial Board before retiring in 2000. Since retirement from CSX, he has served on several boards, including Forward Air, Inc., Howmet Inc. and ATA Airlines, and consulted principally in the field of transportation. General Cassidy holds a BS in Geography from University of Nebraska and a MS from Troy State University. General Cassidy has attended management schools at The Kellogg School of Northwestern University and at the Kennedy School of Government at Harvard University. General Cassidy currently serves on the board, as immediate past Chairman, of the Airlift/Tanker Association and on the board of the Special Operations Warrior Foundation. He served as a Commissioner on a Base Realignment and Closure Commission and recently co-chaired a similar commission for the Governor of the State of Florida. General Cassidy brings a vast knowledge of our business through his experience in the military and transportation industry. He has also previously served as a member of our board of directors. General Cassidy served as Commander-in-Chief of the Military Airlift Command and U.S. Transportation Command, bringing tremendous experience with military transporation to our board.

Other Information Regarding Directors and Executive Officers

        Mr. Binns served as Chief Marketing Officer of ATA from September 2007 through March 2008. On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code primarily due to the unexpected and, we believe, wrongful termination by FedEx of ATA's military teaming arrangement led by FedEx.

        Mr. Binns served as President and Chief Executive Officer of TransMeridian Airlines, a charter operator headquartered in Atlanta, Georgia, from April 2002 to April 2004. Mr. McDonald served as Chief Operating Officer of TransMeridian Airlines from 1999 to 2004. On September 29, 2005, TransMeridian Airlines was liquidated under Chapter 7 of the U.S. Bankruptcy Code.

        Mr. Garrett served as the Chief Operating Officer and previously as the Chief Financial Officer of Gemini Air Cargo, an international cargo airline, from 2000 to 2007. Mr. Stockbridge served as President and Chief Executive Officer of Gemini Air Cargo, an international cargo airline, from 1996 to 2002. In March 2006, Gemini Air Cargo filed a voluntary petition under Chapter 11 of the federal bankruptcy laws. In August 2006 the airline emerged from bankruptcy reorganization in a debt restructuring involving a debtor in position and exchange of debt for equity. In the early summer of 2008 Gemini filed again for bankruptcy protection. Gemini Air Cargo ceased operations on August 12, 2008.

        Mr. Stockbridge served as the Chairman of the Board of MAXjet Airways, Inc. from June 2004 to November 2006. He also served as the President and CEO of MAXjet from November 2006 to July 2008.

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On December 24, 2007, MAXjet filed a voluntary petition under Chapter 11 of the federal bankruptcy laws and ceased operations.

Employment Agreements

        On January 1, 2009, we entered into amended and restated employment agreements with each of the named executive officers, primarily for the purpose of complying with Section 409A of the Internal Revenue Code. The following is a description of the material terms of the employment agreements with the named executive officers.

        The employment agreements provide for indefinite terms of employment that may be terminated by the Company or the named executive officer at any time for any reason, or no reason. If the Company terminates the named executive officer's employment without "cause," or the named executive officer terminates his employment for "good reason," then the named executive officer is entitled to certain severance benefits. The named executive officer or his spouse and dependent children, as applicable, are also entitled to certain severance benefits if his employment is terminated due to his death or disability. The definitions of "cause" and "good reason," and the severance benefits payable to each named executive officer are discussed in detail in the section titled "Potential Payments Upon Termination or Change in Control."

        Under the employment agreements, the named executive officers receive a base salary and are eligible to participate in the Company's annual incentive bonus at specified percentages of their base salary, as adjusted based on the financial targets actually achieved by the Company during the year (both as specified below). Each named executive officer is eligible to receive equity awards pursuant to the Company's equity incentive plans, perquisites generally provided to other executive officers of the Company, and travel benefits on Company airlines. The named executive officers also receive personal time off and are eligible to participate in the Company's employee benefit plans. The employment agreements with the named executive officers also include non-disclosure, non-competition, non-solicitation of employees, non-interference with contractors and vendors, and nondisparagement restrictive covenants that are applicable for certain periods after the named executive officer terminates employment with the Company.

Robert R. Binns is employed as the Chief Executive Officer and receives a base salary of $525,000. His employment agreement provides for his participation in the Short-Term Incentive Plan, referred to as the STIP, with a target payout of 100% of his base salary.

William A. Garrett is employed as the Executive Vice President and Chief Financial Officer and receives a base salary of $350,000. His employment agreement provides for his participation in the STIP with a target payout of 75% of his base salary. Until October 31, 2009, his employment agreement also entitled Mr. Garrett to reimbursement for out-of-pocket expenses, including commuting expenses from his home, and a car and housing allowance of $3,000 per month. Mr. Garrett's employment agreement was amended on December 15, 2009, to provide that he would receive a monthly car and housing allowance of $2,000 until October 31, 2010.

Charles P. McDonald is employed as the President of the Company and such additional executive positions as the Company may designate, and receives a base salary of $400,000. His employment agreement provides for his participation in the STIP with a target payout of 75% of his base salary.

Mark M. McMillin is employed as the Senior Vice President, General Counsel & Corporate Secretary and receives a base salary of $250,000. His employment agreement provides for his participation in the STIP with a target payout of 60% of his base salary.

Brian T. Bauer is employed as the Executive Vice President and Chief Commercial Officer and receives a base salary of $325,000. His employment agreement provides for his participation in the STIP at 75% of his base salary. Mr. Bauer received a signing bonus of $100,000 that must be repaid on a prorated

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basis if he resigns within 12 months of his start date. He is not eligible to receive any awards under our current equity compensation plans until he completes one year of service with the Company.

Jeffrey P. Sanborn is employed as Senior Vice President, Corporate Strategy and receives a base salary of $275,000. His employment agreement provides for his participation in the STIP at 60% of his base salary.

Board of Directors

        Our board of directors currently consists of eight directors, four of whom, Messrs. Matlin, Palmer, Schoels and Teitelbaum, are associated with our majority stockholder, MatlinPatterson. Mr. New is associated with GSO Capital Partners LP ("GSO") and acts as investment adviser to certain lenders under our Second Lien Loan, and was designated by GSO pursuant to a letter agreement between us, GSO and our majority stockholder.

Committees of the Board of Directors

        Pursuant to our amended and restated by-laws, our board of directors is permitted to establish committees of one or more directors from time to time as it deems appropriate. Currently, our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee.

        The membership and function of each committee are described below.

Audit Committee

        The audit committee assists our board of directors with its oversight of the accounting and financial reporting processes of the Company and audits of the financial statements by assisting with monitoring the integrity of the Company's financial statements, the independent auditor's qualifications and independence, and the performance of the Company's internal audit function and internal auditors.

        Ms. Bowen, Mr. Stockbridge and Mr. Teitelbaum currently serve on the audit committee and each are "audit committee financial experts" as defined in regulations under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Ms. Bowen, the audit committee chairperson, is deemed to be "independent," as that term is defined by Rule 10A-3(b)(i) under the Exchange Act and the rules of the NASDAQ Global Select Market, for purposes of the audit committee.

        Upon the completion of this offering,                                     and                                     will serve on the audit committee and each will be "audit committee financial experts" as defined in regulations under the Exchange Act.

Compensation Committee

        The compensation committee of our board of directors currently consists of Mr. Schoels and Ms. Bowen. The compensation committee's main objectives are to attract and retain high quality employees by providing competitive compensation packages and to align stockholder interests and management rewards by providing meaningful incentive opportunities to be earned by management. The compensation committee has overall responsibility for evaluating and approving our executive officer incentive compensation, benefit, severance, equity-based or other compensation plans, policies and programs. The compensation committee will also produce an annual report on executive compensation for inclusion in our proxy statement.

        Upon the completion of the offering,                                     and                                     will serve on the compensation committee.

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Nominating and Corporate Governance Committee

        Mr. Palmer and Mr. Stockbridge currently serve on the nominating and corporate governance committee. The nominating and governance committee will assist our board of directors in implementing sound corporate governance principles and practices. Our nominating and governance committee will identify individuals qualified to become board members and recommend to our board of directors the director nominees for the next annual meeting of stockholders. It will also review the qualifications and independence of the members of our board of directors and its various committees on a regular basis and make any recommendations the committee members may deem appropriate from time to time concerning any recommended changes in the composition of our board.

        Upon the completion of the offering,                                     and                                     will serve on the nominating and corporate governance committee.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee.

Code of Ethics

        Our code of ethics addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of ethics, employee misconduct, conflicts of interest or other violations.

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EXECUTIVE COMPENSATION

        The information regarding share numbers in this "Executive Compensation" will be adjusted to give effect to a                         -for-one stock split to be effected prior to the closing of this offering.

Compensation Discussion and Analysis

Overview of Executive Compensation Philosophy and Objectives

        In connection with the compensation committee's responsibility of determining and approving the compensation for our management employees, including our Chief Executive Officer (CEO), Chief Financial Officer and three other most highly compensated executive officers (our named executive officers), its primary objectives are to:

•

attract and retain high quality management employees by providing total compensation opportunities with a combination of compensation elements that are competitive and comparable to those offered by peer companies in the aviation industry; and

•

align stockholder interests and management rewards by providing meaningful incentive opportunities to be earned by management if they meet pay-for-performance standards designed to increase long-term stockholder value.

        Therefore, the compensation packages we provide to management, including the named executive officers, include both cash and stock-based compensation that reward performance as measured against pre-established goals.

        In determining compensation for a specific named executive officer, the compensation committee considers many factors, including the nature of the individual's job, the individual's job performance compared to individual goals and objectives established at the beginning of the year, the individual's historical performance at the Company and experience level in the individual's current position, the individual's and the position's ability to impact our performance and the achievement of our objectives, the compensation levels of competitive jobs and our financial performance. In considering compensation levels of competitive jobs, the compensation committee benchmarks key elements of total compensation (such as base salary, annual cash bonuses and other cash incentive bonuses, and long-term equity incentive awards) against similar elements of compensation provided by the Company's peer group of air courier, air transport, and commercial air service providers. The compensation committee gives moderate weight to these comparisons. The compensation committee does not have a policy for setting the compensation of the Company's executive officers within a specified range of compensation levels of the Company's peer group of companies.

        The compensation committee reviews the total compensation for the named executive officers but sees each element as distinct. The compensation program is designed to provide a proper balance of fixed versus variable and cash versus equity compensation in order to align both short and long-term interests with overall business objectives. We have no specific formula for allocating between cash and non-cash compensation. Actual earned compensation may increase when performance is outstanding relative to company goals. To the extent that performance goals are not achieved, compensation may be negatively impacted.

        Our named executive officers for the year ending December 31, 2009 were Robert R. Binns (CEO), William A. Garrett (Executive Vice President and Chief Financial Officer), Charles P. McDonald (President), Mark M. McMillin (General Counsel), and Jeffrey P. Sanborn (Chief Marketing Officer). Mr. Sanborn resigned from his position as Chief Marketing Officer in June of 2010 and now serves as our Senior Vice President, Corporate Strategy.

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The Compensation Committee's Processes and Procedures

        The compensation committee has the authority to make all final decisions related to compensation of each of the named executive officers, including the CEO. The compensation committee reviews the compensation of the CEO and other executive officers at least annually.

        The compensation committee's primary processes and procedures for establishing and overseeing the compensation of its named executive officers include the following:

•

Meetings.  The compensation committee holds meetings at least annually; the committee met one time in 2009, five times in 2008, and two times in 2007. Compensation committee meeting agendas are typically established in consultation with the CEO. In addition, members of the compensation committee often meet informally both among themselves and with members of management to discuss issues related to compensation. The chairman of the compensation committee is Peter Schoels, and Marjorie Bowen is an independent member of the committee under the rules of the NASDAQ Global Select Market.

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Role of Outside Consultant.  The compensation committee retained the services of Towers Perrin (now Towers Watson) in 2008 to provide peer group market data in support of an overall review of all components of compensation for the named executive officers, including base salary, annual cash incentives, and long-term incentives. The compensation committee reviewed the report and took the results into consideration when making subsequent decisions related to compensation. For purposes of analyzing each element of compensation, the peer group of companies included 13 air courier, air transport, and commercial air service providers. The compensation committee has not set any particular target for compensation of the named executive officers relative to our peer companies.

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Assessment of Company Performance.  The principal measure of our performance for purposes of determining compensation is adjusted EBITDA as compared to budget. Our Short-Term Incentive Plan is intended to be sensitive to our annual performance and calls for annual incentive compensation awards based on our budgeted EBITDA for the year, as compared to the actual adjusted EBITDA for the same period. The Short-Term Incentive Plan is discussed below in "—Compensation Components for Executive Officers—Incentive Cash Bonuses." In addition, when setting base salary, the compensation committee considers our overall financial performance as measured by EBITDA, as well as the impact of significant events, particularly if such events are not contemplated in the budget, require significant management time and attention, and result in benefit to the Company, such as, for example, our debt restructuring and bond offering in 2009.

•

Assessment of Individual Performance.  Our CEO meets with each named executive officer to establish recommendations for performance objectives specific to the named executive officers' job function. The compensation committee then meets with our CEO annually to agree upon the performance objectives for the CEO as well as our other named executive officers. At the end of the year, the compensation committee conducts a review of the individual performance goals of each named executive officer.

•

Role of Executive Officers.  Our CEO is involved in formulating recommendations on matters of compensation philosophy and plan design and the specific compensation recommendations for each of the named executive officers. From time to time the CEO updates the compensation committee on the performance of the named executive officers and the CEO's recommendation for compensation of each of the named executive officers (other than the CEO). The CEO's ongoing assessment of performance of the named executive officers and recommendations regarding compensation is considered by the compensation committee when setting compensation. The actual compensation of the named executive officers is typically consistent with the recommendations of the CEO.

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Compensation Components for Executive Officers

        Our compensation program consists of the following components:

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base salary;

•

annual cash incentive bonuses;

•

discretionary cash incentive bonuses;

•

long-term equity incentive awards;

•

severance and change of control benefits; and

•

other benefits.

        The compensation committee believes this program balances both the mix of cash and equity compensation and the mix of short-term and long-term compensation necessary to further the compensation objectives discussed above. The same policies are applied to all named executive officers. Differences in the amount of the various components of compensation are based on job responsibilities. Following is a discussion of the compensation committee's considerations in establishing each of the components of compensation for the named executive officers.

        Many of the terms of our compensation arrangements are governed by employment agreements that have been negotiated with each of our named executive officers. As of January 1, 2009, we entered into amended and restated employment agreements with each of the named executive officers, primarily for the purpose of complying with Section 409A of the Internal Revenue Code. Under the employment agreements, the named executive officers receive a base salary and are eligible to participate in our annual cash incentive bonus at specified percentages of their base salary, as adjusted based on the financial targets actually achieved by the Company during the year (both as described below). Each named executive officer is eligible to receive equity awards pursuant to our equity incentive plans, perquisites generally provided to other executive officers of the Company, and travel benefits on our airlines. The named executive officers also receive personal time off and are eligible to participate in our employee benefit plans.

Base Salary

        Base salaries paid to our named executive officers are the fixed element of annual compensation and are intended to recognize the fundamental skills and experience of our named executive officers. The base salaries are reviewed annually by the compensation committee and are adjusted from time to time based on level of responsibility, outstanding individual performance, length of service, our financial performance, promotions and internal equity considerations. The compensation committee also takes into account the salaries paid to executives of peer companies and the salary provisions of its employment agreements with the named executive officers. The base salary for each of the named executive officers is specified in each executive officer's employment agreement, subject to any increase determined by the compensation committee, and is presented below under "Executive Compensation—Summary Compensation Table."

        The compensation committee retained the services of Towers Perrin (now Towers Watson) in 2008 to provide peer group market data in support of an overall review of all components of compensation for the named executive officers, including base salary, annual cash incentives, and long-term incentives. The compensation committee reviewed the report and took the results into consideration when making subsequent decisions related to compensation. For purposes of analyzing base salaries, the peer group of companies included 13 air courier, air transport, and commercial air service providers, including Air Methods Corp., Air Transport Services Group, Inc., Airtran Holdings, Inc., Atlas Air Worldwide Holdings, Inc., Bristow Group, Inc., Expressjet Holdings, Inc., Hawaiian Holdings, Inc., Jetblue Airways Corp., Mesa Air Group, Inc., PHI, Inc., Pinnacle Airlines Corp., Republic Airways Holdings, Inc., and Seacor Holdings, Inc. The compensation committee recognizes that none of these companies is engaged in

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a business that is identical to our business, and therefore no one company was considered more heavily than any other. Similarly, though there are similarities in our business model and the businesses engaged in by the peer group, there are also significant differences in our business that may require management expertise not required in the peer business. Accordingly, analysis of the peer group provides guidance to the compensation committee but the companies are recognized as not being comparable to us in every respect. According to the report from Towers Perrin in 2008, base salaries were below the market's 50^th percentile, although they were within 15% of market median rates, for all executive officers but the CFO, whose base salary was above the market median rate. In response to this report, base salary was adjusted upward in November 2008 for four out of the five named executive officers to move base salary closer to the market median rates.

        In 2010, due to uncertainty associated with the global economic downturn, the compensation committee made no adjustments to the base salaries of our named executive officers.

Incentive Cash Bonuses

        Our objective of providing short-term incentives to our management is met by using cash-based, pay-for-company-performance annual incentive plans. We pay annual incentive bonuses to reward management for achieving or surpassing annual company performance goals. At the beginning of each year, the compensation committee establishes performance targets for the annual incentive program. These performance targets are developed based on economic and industry factors, general market conditions and other considerations. Each eligible member of management, including the named executive officers, has a target bonus potential, expressed as a percentage of base salary, that is based on his or her roles and responsibility, internal equity considerations and external competitive compensation data.

        Each year, we have historically adopted one annual incentive cash bonus plan, the Short-Term Incentive Plan, referred to as the STIP. The STIP is designed to supplement base salaries and to reward management with cash, including the named executive officers and other key employees, for meeting specific financial goals set by our board of directors.

        The STIP calls for annual incentive compensation awards based on adjusted EBITDA achieved compared to budget, without including bonus payments earned under the STIP. In addition, for purposes of determining the award amounts under the STIP, the compensation committee has made certain adjustments on occasion to EBITDA for unusual items beyond the reasonable control of management. Examples of these adjustments include increasing EBITDA by the amount of certain professional fees and costs associated with the ATA shutdown in 2008, expenses associated with the retirement of certain aircraft, and payment by the Company to certain ATA aircraft lessors under parental guarantees.

        The payout at target for the named executive officers is 100% of base salary for Mr. Binns, 75% of base salary for Messrs. McDonald and Garrett, and 60% of base salary for Messrs. Sanborn and McMillin. Such targets were negotiated as a term of each named executive officer's employment agreement.

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        For 2008 and 2009, the named executive officers were entitled to receive the following amounts under the STIP:

	Potential 2008 and 2009 STIP Award as Percent of Base Salary
Percent of Adjusted EBITDA Target Achieved	Robert R. Binns		William A. Garrett		Charles P. McDonald		Mark M. McMillin		Jeffrey P. Sanborn
75% (threshold)		50%		38%		38%		30%		30%
80%		60%		45%		45%		36%		36%
85%		70%		53%		53%		42%		42%
90%		80%		60%		60%		48%		48%
95%		90%		68%		68%		54%		54%
100% (target)		100%		75%		75%		60%		60%
105%		110%		83%		83%		66%		66%
110%		120%		90%		90%		72%		72%
115%		130%		98%		98%		78%		78%
120%		140%		105%		105%		84%		84%
125%		150%		113%		113%		90%		90%
130%		160%		120%		120%		96%		96%
135%		170%		128%		128%		102%		102%
140%		180%		135%		135%		108%		108%
145%		190%		143%		143%		114%		114%
150% (maximum)		200%		150%		150%		120%		120%

        When the percent of the adjusted EBITDA target achieved is between amounts in the table above, the potential STIP awards are rounded down. As part of its compensation review in 2008, Towers Perrin (now Towers Watson) reported that 2009 bonus targets were above the market median for all executive officers except for the General Counsel and Chief Marketing Officer. The compensation committee considered the comparison of our targeted STIP awards against the Towers Perrin survey when making subsequent compensation decisions, but has not lowered target incentive bonus compensation because it believes that EBITDA targets set under the STIP, based upon our budgeting process, are sufficiently aggressive to appropriately incentivize management performance.

        The target adjusted EBITDA for 2009 was $113.1 million and for 2008 was $118.1 million. In 2009, we had adjusted EBITDA equal to $93.8 million, or 83% of target and in 2008, we had adjusted EBITDA equal to $138.2 million, or 117% of target. We paid bonuses to the named executive officers according to the table above based on salary actually paid during the year. The actual dollar amounts paid under the STIP for 2008 and 2009 are set forth below in the "Non-Equity Incentive Plan Compensation" column of "Executive Compensation—Summary Compensation Table."

        In 2007, the STIP (referred to in 2007 as the Annual Incentive Bonus Plan) provided for payments to be made in the event certain operating margin targets were achieved. Threshold targets were not met and no payments were made under the 2007 Annual Incentive Bonus Plan.

Discretionary Cash Bonuses

        The compensation committee has generally focused more on annual incentive plan bonuses than on subjectively determined bonuses as the primary means of providing short-term incentives to our management. However, the compensation committee has rewarded both named executive officers and other employees for specific performance not covered in the performance metrics of the formula-driven bonus plan. In the past, the amount of any such bonus was not based on any specific financial targets being achieved or any formula, but was determined by the compensation committee in its discretion based upon the time commitments and tasks involved in successfully completing certain strategic objectives.

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        On June 4, 2008, the compensation committee elected to award retention bonuses to each of the named executive officers. The awards were designed to encourage retention of a relatively new executive team through a difficult operating environment while ATA filed for bankruptcy protection and was ultimately liquidated, followed by our required restructuring of our outstanding indebtedness. Since there were no equity incentive awards of any value provided to the named executive officers at this time, the compensation committee believed that it was sensible to provide the retention bonuses as a substitute for equity awards. Half the amount of the retention bonuses was paid immediately, with the other half paid on March 31, 2009, conditioned upon that executive still being employed by us on that date. The named executive officers received the following total amounts in connection with these retention bonuses: $450,000 to Mr. Binns, $281,500 to Mr. McDonald, $262,500 to Mr. Garrett, $135,000 to Mr. McMillin, and $132,000 to Mr. Sanborn.

        In January 2010, the compensation committee elected to award the executive officers a special bonus in recognition of our performance in a difficult and unexpected economic environment that developed late in 2008 and continued in 2009, our completion of the debt refinancing and our progress on significant strategic initiatives. The compensation committee made an aggregate award of $584,000 to our named executive officers, of which $250,000 was paid to Mr. Binns. With respect to allocation of the remaining $298,500 in bonus payments to our named executive officers, the compensation committee solicited input from Mr. Binns. Based on Mr. Binns' recommendations, in consideration of the relative impact of the various executive officers on our performance, the other named executive officers received the following payments in connection with these special bonuses: $117,000 to Mr. McDonald, $97,000 to Mr. Garrett, $35,000 to Mr. McMillin, and $49,500 to Mr. Sanborn.

        In 2007, we paid certain key management personnel discretionary cash bonuses based on additional responsibilities as part of the acquisition and subsequent integration involving World Air Holdings. The amount of the bonus was not based on any specific financial targets being achieved or any formula, but was determined by the compensation committee in its discretion based upon the time commitments and tasks involved in the acquisition and integration of World Air Holdings, Inc.

Long-Term Equity Incentive Awards

        In addition to cash incentives, we offer equity incentives to our named executive officers to attract and retain key employees, to stimulate their efforts toward our continued success and to align their interests with those of our stockholders. The award of equity incentives furthers our objectives to enhance the link between the creation of stockholder value and long-term executive incentive compensation, provides an opportunity for increased equity ownership by management, and allows us to maintain competitive levels of total compensation.

        In 2009, we modified our equity incentive program and adopted the Global Aviation Holdings Inc. 2009 Long-Term Incentive Plan, which we refer to as LTIP, to allow us to grant a wider range of equity incentives to our directors, officers, and key employees. In connection with the adoption of the LTIP, we terminated our then-existing stock incentive plans referred to as "Prior Incentive Plans," so that no new awards could be granted under the Prior Incentive Plans. Any outstanding awards under the Prior Incentive Plans that were held by the named executive officers were canceled and replaced with awards granted pursuant to the LTIP in 2009.

        The same policy regarding the amount of awards is applied to all named executive officers. Differences in the amounts of the awards are based primarily on job responsibility. The amount of a particular named executive officer's total compensation was not a factor in determining the amount of any equity awards granted to such executive officer.

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        The LTIP allows us to grant to our named executive officers incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, performance awards, restricted stock awards, and stock awards. To date, only incentive stock options, nonqualified stock options, and restricted stock awards have been granted to the named executive officers under the LTIP. Currently, the compensation committee of the board of directors of the Company administers the LTIP. The board of directors of the Company reserved 56,776 shares of the Company's common stock, subject to adjustment as provided in the LTIP, for issuance pursuant to awards granted under the LTIP, any or all of which may be granted as incentive stock options.

        Although the awards are not directly tied to the achievement of any particular targets or goals, some options have been awarded under the LTIP with exercise prices significantly greater than the current value of the underlying stock. Such awards were intended to tie asymmetrically larger financial incentives to significant increases in stockholder value and align the interests of the named executive officers with those of our stockholders.

        Ten members of our management received awards of incentive stock options, nonqualified stock options, and restricted stock under the LTIP in 2009 and one member of management received such awards under the LTIP in 2010, including the named executive officers, the Chief Operating Officers of our principal operating subsidiaries and four non-executive officers. The terms of these equity awards are discussed in detail under the section titled "Executive Compensation—Equity Incentive Plans."

        The compensation committee has approved a plan to accelerate the vesting of all awards currently outstanding under the LTIP so that two-thirds of such awards become vested upon the consummation of our initial public offering and the remaining one-third becomes vested 360 days thereafter. This accelerated vesting schedule will only become effective upon the consumation of our initial public offering and is discussed in greater detail below under the section titled "Executive Compensation—Equity Incentive Plans." The compensation committee approved this plan because it wanted to provide the named executive officers with an incentive tied to the initial public offering and recognized that the 180-day lock up restrictions on the named executive officers and the exercise price on the options would limit near term sales.

        Prior to 2009, the named executive officers held options granted under The Stock Option Plan for Management Employees of New ATA Holdings, Inc. and its Subsidiaries and the Global Aero Logistics 2006 Long-Term Incentive Plan. In June 2009, these options were cancelled, and the compensation committee issued new equity awards to the named executive officers under the 2009 LTIP. The compensation committee recommended these arrangements because our business model had changed materially from 2006 through 2009, particularly in light of ATA's cessation of operations, the role of the executives holding options under the 2006 LTIP had changed since the issuance of the options under that plan, and the exercise price of the existing stock options was substantially above the fair market value of our common stock. Based on the aforementioned factors, the compensation committee believed that the outstanding options did not create the long term incentives and alignment between management and stockholders that the compensation committee intended. The equity awards granted under the 2009 LTIP took the form of incentive stock options with an exercise price of $1,000 per share, nonqualified stock options granted in three tranches with exercises prices of $1,000, $2,000, and $3,000 per share, and restricted stock grants. The options vest in equal annual installments over three years, while the restricted stock becomes fully vested in five years. The compensation committee believed that the range of exercise prices and vesting schedules would provide management with better long term incentives and would align the interests of the named executive officers and the stockholders. The compensation committee believes that these equity awards granted in 2009 were prompted by unusual circumstances and that the size of these awards was significantly greater than the size of equity awards that we may grant in the future.

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Severance and Change of Control Benefits

        We have entered into employment agreements with certain members of our management team, including all of the named executive officers, as a means of providing greater certainty and stability for both us and certain key management employees. The employment agreements with each of our named executive officers provide for certain severance payments upon termination of employment, the amount of which is affected by the reason for the termination and whether such termination is in connection with a change of control. The decision of the compensation committee to include termination payments in the employment agreements of the named executive officers is consistent with our objective to attract and retain high quality management employees. The compensation committee also determined that providing for severance payments in the executive officers' employment agreements was in the best interest of the Company and our stockholders because the executive officer must comply with certain post-termination restrictions set forth in the employment agreement in order to obtain such severance payments. These restrictions include executing a release agreement, agreeing not to disclose any of our confidential information or trade secrets, and agreeing to certain restrictive covenants relating to non-competition, non-solicitation of employees and non-interference with contractors and vendors.

        Severance Payments in Connection with a Change in Control.    The compensation committee considers the retention of an effective management team to be essential to protecting and enhancing the best interests of the Company and our stockholders. To that end, the compensation committee recognizes that the possibility of a change in control may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among senior management, including the named executive officers, may result in the departure or distraction of senior management personnel to the detriment of the Company and our stockholders. Accordingly, the compensation committee determined that appropriate steps should be taken to encourage the continued attention and dedication of our senior management to assigned duties without the distraction that may arise from the possibility of a change in control. These steps are also intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control of the Company. In addition, these steps are intended to align senior management and stockholder interests by enabling senior management to consider corporate transactions that are in the best interest of the stockholders without undue concern whether the transactions may jeopardize such individuals' own employment. As a result, the employment agreements with our named executive officers contain a change in control severance feature that utilizes a "double trigger." In order for change in control severance benefits to be "triggered", a change in control must occur and the named executive officer must be terminated by us without cause within 90 days of a change in control.

        For a description of benefits provided as part of a severance payment and as part of a severance payment in connection with a change in control, see "Executive Compensation—Potential Payments Upon Termination or Change of Control" below.

Other Benefits

        We provide our named executive officers with benefits that are generally available to all our employees, including a 401(k) plan matching contribution, medical, dental, vision, life insurance, accidental death & dismemberment, long and short term disability, employee assistance plan, flexible spending accounts and travel benefits. We believe that these welfare benefits are appropriate and reasonable.

        Pursuant to his employment agreement, Mr. Garrett is entitled to a car and housing allowance, as well as reimbursement of commuting expenses. From November 1, 2007 until December 15, 2009, the car and housing allowance was a maximum of $3,000 per month. From December 15, 2009 until October 31, 2010, when this benefit expires, the car and housing allowance is a maximum of $2,000 per month.

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Executive Compensation

Summary Compensation Table

        The following table sets forth information with respect to compensation earned by our named executive officers for the fiscal years ended December 31, 2009, 2008 and 2007.

Name and Principal Position	Year		Salary		Bonus		Stock Awards(1)		Option Awards(1)			Non-Equity Incentive Plan Compensation(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation(3)			Total
Robert R. Binns		2009	$	525,000	$	475,000	$	2,241,000	$	2,476,607		$	327,115	$	0	$	95,968	(5)	$	6,140,690
Chief Executive		2008	$	425,822	$	225,000	$	0	$	0		$	508,062	$	0	$	9,640		$	1,168,524
Officer(4)		2007	$	225,233	$	174,093	$	0	$	0		$	0	$	0	$	10,087		$	409,413
William A. Garrett		2009	$	350,000	$	228,250	$	1,136,000	$	1,494,399		$	163,558	$	0	$	61,048	(6)	$	3,433,255
Executive Vice		2008	$	348,027	$	131,250	$	0	$	0		$	338,475	$	0	$	29,810	(7)	$	847,563
President and Chief		2007	$	55,151	$	18,333	$	0	$	62,817	(9)	$	0	$	0	$	218		$	136,519
Financial Officer(8)
Charles P. McDonald		2009	$	400,000	$	257,625	$	1,345,000	$	1,566,256		$	186,923	$	0	$	63,513	(10)	$	3,819,317
President		2008	$	360,137	$	140,625	$	0	$	0		$	329,978	$	0	$	9,635		$	840,375
		2007	$	215,712	$	170,285	$	0	$	0		$	0	$	0	$	10,008		$	396,005
Mark M. McMillin		2009	$	250,000	$	102,500	$	1,136,000	$	1,359,760		$	93,462	$	0	$	54,384	(11)	$	2,996,106
General Counsel		2008	$	229,178	$	67,500	$	0	$	0		$	177,825	$	0	$	9,483		$	483,986
		2007	$	194,041	$	133,449	$	0	$	0		$	0	$	0	$	9,795		$	337,285
Jeffrey P. Sanborn(12)		2009	$	275,000	$	115,500	$	1,136,000	$	1,195,001		$	102,808	$	0	$	36,181	(13)	$	2,860,490
Chief Marketing		2008	$	210,397	$	66,000	$	0	$	0		$	143,745	$	0	$	9,319		$	429,461
Officer		2007	$	120,466	$	84,819	$	0	$	0		$	0	$	0	$	9,012		$	214,297

(1)

The amounts in these columns reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, and do not necessarily correspond to the actual value that will be realized by the named executive officers.

(2)

The amounts in this column reflect payments made under the STIP, which are calculated based on a percentage of salary actually paid during the year to the named executive officer.

(3)

The amounts in this column reflect, among other amounts, our matching contribution under our 401(k) plan and life insurance premiums paid by the Company on behalf of the executive.

(4)

Mr. Binns became our Chief Executive Officer on April 9, 2008. No additional compensation has been paid to Mr. Binns for serving as a director.

(5)

Includes a cash payout of $84,127 for unused paid time off from 2008.

(6)

Reflects (a) certain perquisites provided to Mr. Garrett, including a $4,792 automobile reimbursement and a $14,536 reimbursement for housing, utilities, and home office expenses, (b) a gross-up in the amount of $9,285 for taxes on such perquisites, (c) an employer match under the Company 401(k) plan in the amount of $8,250 and (d) life insurance premiums paid by the Company on behalf of the executive. Also includes a cash payout of $21,539 for unused paid time off from 2008.

(7)

Reflects (a) certain perquisites provided to Mr. Garrett, including a $8,100 housing reimbursement, a $5,093 automobile reimbursement and reimbursement of the cost of utilities and his vehicle registration, (b) a gross-up in the amount of $6,511 for taxes on such perquisites, (c) an employer match under the Company 401(k) plan in the amount of $7,748 and (d) life insurance premiums paid by the Company on behalf of the executive.

(8)

Mr. Garrett commenced employment with us on November 1, 2007.

(9)

Reflects the grant date fair value of options granted under The Stock Option Plan for Management Employees of New ATA Holdings, Inc. and the Global Aero Logistics 2006 Long-Term Incentive Plan. In June 2009, the exercise price of the options was substantially greater than our current stock price and the options were cancelled in connection with the issuance of equity awards under the 2009 LTIP.

(10)

Includes a cash payout of $52,297 for unused paid time off from 2008.

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(11)

Includes a cash payout of $44,244 for unused paid time off from 2008.

(12)

Mr. Sanborn resigned from his position as Chief Marketing Officer in June of 2010 and now serves as Senior Vice President, Corporate Strategy.

(13)

Includes a cash payout of $26,041 for unused paid time off from 2008.

Grants of Plan-Based Awards

        The following table sets forth information on stock option awards, restricted stock awards, and awards under our non-equity incentive plans to our named executive officers during the fiscal year ending as of December 31, 2009. The compensation committee has approved a plan, contingent on the consummation of our initial public offering, to accelerate the vesting of all awards currently outstanding under the LTIP according to the accelerated vesting schedule described below under "Executive Compensation—Equity Incentive Plans."

									All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards										Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold		Target		Maximum
Robert R. Binns		6/29/2009		—		—		—		2,241		2,988	$	1,000	$	3,057,490
		6/29/2009										3,735	$	2,000	$	691,715
		6/29/2009										5,229	$	3,000	$	968,402
William A. Garrett		6/29/2009		—		—		—		1,136		1,514	$	1,000	$	1,789,044
		6/29/2009										1,893	$	2,000	$	350,580
		6/29/2009										2,650	$	3,000	$	490,775
Charles McDonald		6/29/2009		—		—		—		1,345		1,793	$	1,000	$	1,915,075
		6/29/2009										2,241	$	2,000	$	415,029
		6/29/2009										3,138	$	3,000	$	581,152
Mark M. McMillin		6/29/2009		—		—		—		1,136		1,514	$	1,000	$	1,654,405
		6/29/2009										1,893	$	2,000	$	350,580
		6/29/2009										2,650	$	3,000	$	490,775
Jeffrey Sanborn		6/29/2009		—		—		—		1,136		1,514	$	1,000	$	1,489,646
		6/29/2009										1,893	$	2,000	$	350,580
		6/29/2009										2,650	$	3,000	$	490,775

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Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth the outstanding equity awards as of December 31, 2009, held by each of our named executive officers. The compensation committee has approved a plan, contingent on the consummation of our initial public offering, to accelerate the vesting of all awards currently outstanding under the LTIP according to the accelerated vesting schedule described below under "Executive Compensation—Equity Incentive Plans."

	Option Awards
																			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Name	Date of Award		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price ($)		Option Expiration Date		Date of Award		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Robert R. Binns		6/29/2009		—		2,988		—	$	1,000		6/29/2019		6/29/2009		2,241	$	2,016,900		—		—
		6/29/2009				3,735			$	2,000		6/29/2019
		6/29/2009				5,229			$	3,000		6/29/2019
William A. Garrett		6/29/2009		—		1,514		—	$	1,000		6/29/2019		6/29/2009		1,136	$	1,022,400		—		—
		6/29/2009				1,893			$	2,000		6/29/2019
		6/29/2009				2,650			$	3,000		6/29/2019
Charles McDonald		6/29/2009		—		1,793		—	$	1,000		6/29/2019		6/29/2009		1,345	$	1,210,500		—		—
		6/29/2009				2,241			$	2,000		6/29/2019
		6/29/2009				3,138			$	3,000		6/29/2019
Mark M. McMillin		6/29/2009		—		1,514		—	$	1,000		6/29/2019		6/29/2009		1,136	$	1,022,400		—		—
		6/29/2009				1,893			$	2,000		6/29/2019
		6/29/2009				2,650			$	3,000		6/29/2019
Jeffrey Sanborn		6/29/2009		—		1,514		—	$	1,000		6/29/2019		6/29/2009		1,136	$	1,022,400		—		—
		6/29/2009				1,893			$	2,000		6/29/2019
		6/29/2009				2,650			$	3,000		6/29/2019

        The Company does not currently provide pension benefits or nonqualified deferred compensation to the named executive officers that would be subject to disclosure pursuant to the applicable securities regulations.

Equity Incentive Plans

        In 2009, the Company granted restricted stock awards, incentive stock options, and nonqualified stock options (collectively, the incentive stock options and nonqualified stock options are referred to as "stock options") to the named executive officers pursuant to the terms of the LTIP. These awards, including the exercise price of the stock options and the number of shares or options granted, as applicable, are identified in the "Outstanding Equity Awards at Fiscal Year-End" table.

        The compensation committee has approved a plan, contingent on the consummation of our initial public offering, to accelerate the vesting of all outstanding awards under the LTIP. Under this plan, two-thirds of each of the restricted stock awards, the incentive stock options, and each tranche of the nonqualified stock options would vest upon the consummation of our initial public offering, and the remaining one-third would vest 360 days thereafter. If our initial public offering is not consummated, the LTIP awards will vest as described below.

        Stock Options.    The stock options granted to the named executive officers in 2009 vest in one-third increments on the first three anniversaries of the date such stock options were granted. In the event of a change in control, any unvested stock options will become fully vested. Pursuant to the employment agreements with the named executive officers (discussed in greater detail in "Potential Payments Upon Termination or Change of Control—Employment Agreements"), any unvested stock options will become fully vested if the named executive officer's employment with the Company is terminated due to his death or disability, or if the Company terminates his employment without "cause" or the named executive officer terminates his employment with "good reason." If a named executive officer terminates employment for

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any other reason before he becomes fully vested in his stock options, he will forfeit any unvested stock options. Stock options may only be exercised if they are vested.

        The exercise price of the stock options is no less than the fair market value of a share of the Company's common stock on the date of grant. The nonqualified stock options were granted in three tranches with exercise prices of $1,000, $2,000, and $3,000 per share, each of which was equal to or greater than the fair market value of a share of the Company's common stock on the date of grant. Each tranche is divided equally between options that vest on June 29, 2010, June 29, 2011, and June 29, 2012. Dividing the stock options among the three tranches was intended to provide incentives for the executive officers to increase the value of the Company's equity in the future, with the greatest economic benefits realized if the Company approximately triples in value during the term of the options. The exercise price of the stock options may be paid by the named executive officer in cash or cash equivalents, through a cashless exercise executed through a broker, or by having a number of shares of common stock otherwise issuable at the time of exercise withheld. To the extent described above, if our initial public offering is consummated, the vesting of all awards under the LTIP will be accelerated so that two-thirds of such awards become vested upon the consummation of our initial public offering and the remaining one-third becomes vested 360 days thereafter.

        The stock options expire on the earlier of (1) the 10^th anniversary of the date the options were granted; (2) 12 months after the date the named executive officer terminates employment for any reason other than "cause"; or (3) the date the Company terminates the named executive officer's employment for "cause."

        Restricted Stock.    The restricted stock awarded to the named executive officers in 2009 becomes fully vested on the fifth (5^th) anniversary of the date such restricted stock was awarded. In the event of a change in control, any unvested restricted stock will become fully vested. In addition, pursuant to the employment agreements with the named executive officers (discussed in greater detail in "Potential Payments Upon Termination or Change of Control—Employment Agreements"), any unvested restricted stock will become fully vested if the named executive officer's employment with the Company is terminated due to his death or disability, or if the Company terminates his employment without "cause" or the named executive officer terminates his employment with "good reason." Prior to the fifth (5^th) anniversary of the grant date, all the restricted stock is unvested and will be forfeited if the named executive officer terminates employment with the Company for any other reason. Dividends will not be paid on the restricted shares until the shares become vested. To the extent described above, if our initial public offering is consummated, the vesting of all awards under the LTIP will be accelerated so that two-thirds of such awards become vested upon the consummation of our initial public offering and the remaining one-third becomes vested 360 days thereafter.

Potential Payments Upon Termination or Change of Control

        This section outlines the potential payments that may be made to the named executive officers in the event of termination or change of control pursuant to their employment agreements in effect as of December 31, 2009, equity incentives granted under the LTIP, and our benefit plans.

Employment Agreements

        Payment on Termination Without "Cause" or With "Good Reason."    Severance payments to the named executive officers are subject to the named executive officer executing a release agreement in a form satisfactory to the Company. Under the employment agreements, if a named executive officer's employment is terminated by us without "cause" or by the named executive officer due to "good reason," the named executive officer is entitled to the following severance payments:

•

a lump sum severance payment equal to twelve (12) months of the named executive officer's base salary and the target annual incentive bonus payable under the STIP, both as in effect at the time of

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the termination, paid within 30 days after the named executive officer's "separation from service" (as defined in Section 409A of the Internal Revenue Code);

•

reimbursement for the cost of COBRA health continuation coverage under the Company's group health plan for the lesser of: (i) 18 months, (ii) until the named executive officer obtains comparable coverage for himself and his dependents, or (iii) the COBRA continuation coverage period; and

•

lifetime travel benefits for the named executive officer and his spouse and eligible children on the Company's airlines if scheduled service is offered, and any carrier with whom the Company has reciprocal pass arrangements in place at the time.

        In addition, the named executive officers will receive payment of any base salary earned but not paid through the date of termination, payment of any unused personal time off, and any benefits payable under the Company's benefit plans. All stock options will also become fully vested and exercisable until the earlier of the first anniversary of the date of termination or the maximum term of the option in the applicable option award, and any restrictions on outstanding restricted stock shall lapse.

        The employment agreements define "cause" as the occurrence of one or more of the following events by the named executive officer: (1) the gross neglect of his employment duties; (2) the conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (3) engaging in any illegal conduct or willful misconduct in the performance of his duties; (4) engaging in any fraudulent or tortious conduct in dealing with or on behalf of the Company or its affiliates; (5) failure or refusal to follow the lawful written instructions or directions of the board of directors, Chief Executive Officer, or other executive officer to whom the named executive officer reports; (6) knowing breach of any material obligations under the restrictive covenants contained in the employment agreement; (7) misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of his employment duties for the Company; or (8) material failure to comply with the duties and responsibilities set forth in the employment agreement.

        The employment agreements define "good reason" as the occurrence, without the named executive officer's consent, of one or more of the following events: (1) a material reduction in the nature or scope of the named executive officer's authority or duties under the employment agreement; (2) a material decrease in the named executive officer's compensation; or (3) the relocation of the Company's principal office or the named executive officer's principal office location to a location that is more than fifty (50) miles from its current Peachtree City, Georgia location.

        Payments on Termination in Connection with a Change in Control.    If the named executive officer's employment is terminated by the Company without "cause" within ninety (90) days after a change in control of the Company, then the named executive officer is entitled to the severance paid on termination by the Company without "cause" not in connection with a change in control, as described above, except that he will receive twenty-four (24) months of base salary and his target annual incentive bonus payable under the STIP instead of twelve (12) months.

        Payments on Termination due to Death.    If the named executive officer dies during the term of his employment agreement, his estate is entitled to continued payment of his base salary for three (3) months after his death. In addition, the named executive officer's spouse and participating dependants will be reimbursed for the cost of COBRA medical and dental continuation coverage for three (3) months and will receive travel benefits on the Company's airlines for twelve (12) months after the named executive officer's death. All stock options will also become fully vested and exercisable until the earlier of the first anniversary of the date of termination or the maximum term of the option in the applicable option award, and any restrictions on outstanding restricted stock shall lapse.

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        Payments on Termination due to Disability.    If a named executive officer becomes disabled, as defined in the employment agreements, then the Company can terminate the agreement and the named executive officer will be entitled to any payments due under any long-term disability insurance policy maintained by the Company and under which the named executive officer is insured. In addition, the named executive officer and his spouse and eligible children will be entitled to lifetime travel benefits on the Company's airlines and any carrier with whom the Company has reciprocal pass arrangements in place at the time. All stock options will also become fully vested and exercisable until the earlier of the first anniversary of the date of termination or the maximum term of the option in the applicable option award, and any restrictions on outstanding restricted stock shall lapse.

LTIP

        As discussed previously, the named executive officers become fully vested in their outstanding stock options and restricted stock awards granted under the LTIP upon a change in control or if their employment is terminated by the Company without "cause," by themselves for "good reason," or upon their death or disability.

Other Benefits and Accrued Obligations

        Upon a named executive officer's termination of employment for any reason, the named executive officer is entitled to payment of any earned but unpaid base salary and personal time off, and any payments of benefits pursuant to the employee benefit plans maintained by the Company.

Potential Payments Upon Termination or Change of Control Table

        The following table sets forth the estimated payments and other benefits that would have been received by each named executive officer employed by us as of December 31, 2009, or his or her estate, under existing agreements, plans and arrangements, if the named executive officer's employment had terminated on December 31, 2009 under the following circumstances:

•

voluntary termination by the named executive officer,

•

termination by the named executive officer for good reason,

•

termination by us without cause,

•

termination by the named executive officer for good reason following a change of control,

•

termination by us without cause following a change of control,

•

termination by us for cause,

•

termination as a result of disability or

•

termination as a result of death.

        The amounts are calculated based on a per share price of $1,154 as of December 31, 2009.

        The amounts do not include amounts payable pursuant to our contract, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation, in favor of executive officers of the Company and that are available generally to all salaried employees, such as accrued base salary and vacation and long-term disability payments. Amounts also do not include the value of travel benefits, if any, as there is no incremental cost to the Company for providing such benefits. As indicated above, the amounts are based on the employment agreement in effect for the fiscal year ended

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December 31, 2009. The amounts below are only estimates, and actual amounts to be paid out can only be determined at the time of such executive's separation from the Company.

Executive Benefits and Payments Upon Separation	Voluntary Termination on 12/31/2009		Voluntary Termination for Good Reason on 12/31/09		Involuntary Without Cause Termination on 12/31/2009		Voluntary Termination for Good Reason (Change of Control) on 12/31/2009		Involuntary Without Cause Termination (Change of Control) on 12/31/2009		For Cause Termination on 12/31/2009		Disability on 12/31/2009		Death on 12/31/2009
Robert Binns
Cash Severance(1)	$	0	$	1,050,000	$	1,050,000	$	1,050,000	$	2,100,000	$	0	$	0	$	131,250
Equity Treatment(2)	$	0	$	3,046,266	$	3,046,266	$	3,046,266	$	3,046,266	$	0	$	3,046,266	$	3,046,266
TOTAL	$	0	$	4,096,266	$	4,096,266	$	4,096,266	$	5,146,266	$	0	$	3,046,266	$	3,177,516
William Garrett
Cash Severance(1)	$	0	$	612,500	$	612,500	$	612,500	$	1,225,000	$	0	$	0	$	87,500
Equity Treatment(2)	$	0	$	1,544,100	$	1,544,100	$	1,544,100	$	1,544,100	$	0	$	1,544,100	$	1,544,100
TOTAL	$	0	$	2,156,600	$	2,156,600	$	2,156,600	$	2,769,100	$	0	$	1,544,100	$	1,631,600
Charles McDonald
Cash Severance(1)	$	0	$	700,000	$	700,000	$	700,000	$	1,400,000	$	0	$	0	$	100,000
Equity Treatment(2)	$	0	$	1,828,252	$	1,828,252	$	1,828,252	$	1,828,252	$	0	$	1,828,252	$	1,828,252
TOTAL	$	0	$	2,528,252	$	2,528,252	$	2,528,252	$	3,228,252	$	0	$	1,828,252	$	1,928,252
Mark McMillin
Cash Severance(1)	$	0	$	400,000	$	400,000	$	400,000	$	800,000	$	0	$	0	$	62,500
Equity Treatment(2)	$	0	$	1,544,100	$	1,544,100	$	1,544,100	$	1,544,100	$	0	$	1,544,100	$	1,544,100
TOTAL	$	0	$	1,944,100	$	1,944,100	$	1,944,100	$	2,344,100	$	0	$	1,544,100	$	1,606,600
Jeffrey Sanborn
Cash Severance(1)	$	0	$	440,000	$	440,000	$	440,000	$	880,000	$	0	$	0	$	68,750
Equity Treatment(2)	$	0	$	1,544,100	$	1,544,100	$	1,544,100	$	1,544,100	$	0	$	1,544,100	$	1,544,100
TOTAL	$	0	$	1,984,100	$	1,984,100	$	1,984,100	$	2,424,100	$	0	$	1,544,100	$	1,612,850

(1)

Represents following amounts of base salary: (1) 12 months for Voluntary Termination for Good Reason, Without Cause Termination, and Voluntary Termination for Good Reason (Change of Control) columns, (b) 24 months for Involuntary Without Cause Termination (Change of Control) column, and (c) 3 months for Death column.

(2)

Represents market value of $1,154 per share minus exercise price for all unvested options with a strike price less than $1,154 per share. Also includes market value of all unvested restricted stock. The number of unvested equity awards for each named executive officer is set forth in the Outstanding Equity Awards at Fiscal Year-End table.

Director Compensation

        We do not provide compensation for service on the board of directors to our employee directors or to directors who are appointed to our board of directors by our investors MatlinPatterson and GSO Capital Partners LP. For our other independent directors, our general practice is to provide annual fees of $50,000 per director. Marjorie Bowen, our audit committee chair, received an additional $25,000 fee for her audit committee service and an additional $5,000 fee for her compensation committee service. William Stockbridge received an additional $15,000 fee for his audit committee service and an additional $5,000 fee for his nominating committee service. In addition, we provide a $1,500 fee per board and committee meeting attended in person and $500 fee per board and committee meeting attended by telephone.

        In 2009, the Company adopted the 2009 Long-Term Incentive Plan for Outside Directors (the "Director LTIP") to provide incentives to non-employee directors of the Company and its affiliates to stimulate their efforts toward the continued success and long-term growth and profitability of the Company, to encourage stock ownership by selected non-employee directors, and to provide a means of obtaining, rewarding and retaining non-employee directors. The Director LTIP allows the Company to grant to its non-employee directors nonqualified stock options, stock appreciation rights, dividend equivalent rights, performance awards, restricted stock awards, and stock awards. The board of directors of the Company reserved 140 shares of the Company's common stock, subject to adjustment as provided in the Director LTIP, for issuance pursuant to awards granted under the Director LTIP. To date, only

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nonqualified stock options have been granted under the Director LTIP. The Director LTIP is administered by the board of directors of the Company.

        On October 1, 2009, under the Director LTIP, two of our independent directors, Marjorie Bowen and William Stockbridge, each received a nonqualified stock option to purchase 70 shares of common stock at an exercise price of $1,000 per share, which is no less than 100% of the fair market value of a share of the Company's common stock on the date of grant. The options expire in ten years or, if earlier, twelve (12) months after the director ceases to provide services to the Company. These grants were made upon the appointment of the director to the board and were fully vested as of the date the options were granted. No option awards or stock awards have been previously granted to those directors. All stock options granted to the non-employee directors remain outstanding.

        The following table sets forth information with respect to compensation earned by directors for the fiscal year ended December 31, 2009.(1)

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		All Other Compensation		Total
Marjorie Bowen	$	117,500		—	$	24,035(2)		—	$	141,035
William Stockbridge	$	18,000		—	$	24,035(2)		—	$	43,035

(1)

The Company changed its director compensation policy effective with the fourth quarter 2009.

(2)

The directors were awarded options to purchase 70 shares of the Company's common stock on October 1, 2009, and were fully vested and exercisable on the grant date. The exercise price of the options is $1,000 per share.

The Company also pays General Cassidy $5,000 per month for consulting and lobbying services.

Conclusion

        Our primary objectives are to: (1) attract and retain high quality management employees by providing total compensation opportunities with a combination of compensation elements that are competitive and comparable to those offered by peer companies in the aviation industry; and (2) align stockholder interests and management rewards by providing meaningful incentive opportunities to be earned by management if they meet pay-for-performance standards designed to increase long-term stockholder value. We believe the compensation delivered to each named executive officer accomplishes our objectives by providing a proper balance of fixed versus variable and cash versus equity compensation in order to align both short and long-term interests with overall business objectives. Given the economic environment, we believe it is especially important to reward our executives for achieving outstanding Company performance, which will build value for our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDER

        The following table sets forth, as of June 1, 2010, the number of shares of our common stock that are held by:

•

each person known by us to beneficially own more than 5% of our common stock;

•

each of our executive officers named in the Summary Compensation Table;

•

each of our stockholders selling shares in this offering;

•

each of our directors; and

•

all of our executive officers and directors as a group.

        The number of shares beneficially owned by each person is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the person has the sole or shared voting power or investment power and also any shares the person has the right to acquire within 60 days of June 1, 2010, through the exercise of any stock option, warrant or other right. Except as indicated in this table, we believe each person or entity listed has sole investment and voting power with respect to the shares set forth in the table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares subject to options, warrants or other rights held by that person that are or will become exercisable within 60 days of June 1, 2010, are deemed outstanding, although the shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

        Percentage of shares outstanding is based on            shares of common stock, which comprises            shares of our common stock outstanding as of                          2010.

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        Unless otherwise indicated, the address for each listed stockholder is c/o Global Aviation Holdings Inc., 101 World Drive, Peachtree City, Georgia 30269.

	Number of Shares Beneficially Owned					Percentage of Shares Outstanding
Name of Beneficial Owner	Before Offering	Shares Being Offered	Shares Being Offered in Over- Allotment	After Offering Assuming No Exercise of Over- Allotment Option	After Offering Assuming Full Exercise of Over- Allotment Option	Before Offering	After Offering Assuming No Exercise of Over- Allotment Option	After Offering Assuming Full Exercise of Over- Allotment Option
5% Stockholder (Selling Stockholder)
MatlinPatterson ATA Holdings, LLC
Named Executive Officers
Robert R. Binns
William A. Garrett
Brian Bauer
Charles McDonald
Mark M. McMillin
Jeffrey Sanborn
Non-Employee Directors
Marjorie Bowen
General Duane H. Cassidy
David Matlin
Jason New
Mark Palmer
Peter Schoels
William Stockbridge
Lawrence M. Teitelbaum
All executive officers and directors as a group (14 persons)

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        As of June 1, 2010, MatlinPatterson owned approximately 95% of our outstanding shares of common stock. Four of our directors, Messrs. Matlin, Palmer, Schoels and Teitelbaum, serve in various executive capacities at MatlinPatterson or one of its affiliates. MatlinPatterson and these directors are our "related persons" under the Exchange Act, and these directors may be considered to have an indirect interest in transactions involving MatlinPatterson or one of its affiliates, given these relationships.

        From time to time, World subleases engines to Arrow Air, Inc., an airline which is indirectly majority-owned by investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager. World has from time to time in the past flown B747-400 freighter and MD-11 freighter aircraft under ACMI arrangements with Arrow Air. We currently sublease one engine to Arrow. For the years ended December 31, 2009, 2008, and 2007, Arrow paid us an aggregate of $20.6 million, $0.6 million, and $0 respectively in connection with ACMI contracts and engine sub-leases.

        Gleacher & Company, Inc. (formerly Broadpoint Gleacher Securities Group, Inc.) through its subsidiary Gleacher & Company Securities, Inc. (formerly Broadpoint Capital, Inc.) provided financial advisory and placement agent services to us in connection with the restructuring of our debt in 2009 for which we paid fees totaling $3 million to Gleacher & Company Securities, Inc. Investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager indirectly own a significant interest in Gleacher.

        Certain affiliates of GSO Capital Partners LP, or GSO, hold approximately $74.7 million of our Second Lien Loan as of June 1, 2010, which represents the largest aggregate principal amount outstanding. The Second Lien Loan bears interest at an annual rate of 18%, consisting of interest payable in cash at an annual rate of 12% and interest payable in kind at an annual rate of 6%, and was incurred in September 2009 to refinance then-existing debt. As part of the replacement of our prior second lien debt with the Second Lien Loan from certain affiliates of GSO, we issued warrants to certain affiliates of GSO which were immediately converted into 8,380 shares of common stock, before giving effect to the         -for-one stock split of our common stock to be effected prior to the completion of this offering. See "Description of Certain Indebtedness." Pursuant to a letter agreement between GSO, our majority stockholder and us, certain affiliates of GSO has the right to designate one member of our board of directors until the completion of our initial public offering of common stock, GSO holds less than a majority of the outstanding Second Lien Loan, or less than 25% of such holder's original loan commitment remains outstanding. Jason New currently serves as GSO's designee on our board of directors.

Related Party Transaction Policy

        We currently do not have a written, stand-alone policy for evaluating related party transactions. The audit committee of our board of directors reviews any related party transactions in which we are or will be a participant and that involves an amount exceeding $l20,000. The audit committee's review procedures include evaluation of the following:

•

the nature of the relationships among the parties;

•

the materiality of the transaction to us;

•

the related person's interest in the transaction; and

•

the benefit of the transaction to the related person and to us.

        Additionally, in cases of transactions in which a director or executive officer may have an interest, the audit committee also will evaluate the effect of the transaction on such individual's willingness or ability to properly perform his or her duties at the Company. The audit committee may utilize, as necessary, our code of ethics.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Overview

        The following descriptions of our First Lien Notes, the Second Lien Loan, aircraft operating leases and lease common terms agreements are only summaries of the material provisions of the applicable documents, do not purport to be complete and are qualified in their entirety by reference to the provisions of the applicable documents. Solely for purposes of this section of the prospectus, the term "Global" refers to Global Aviation Holdings Inc., and does not include our subsidiaries.

First Lien Notes

        On August 13, 2009, we issued $175 million aggregate principal amount of 14% Senior Secured First Lien Notes due 2013, which we refer to as the "First Lien Notes". As a result of repurchases of the First Lien Notes by us, the outstanding aggregate principal amount of the First Lien Notes as of March 31, 2010 is $167.5 million. The First Lien Notes are the joint and several liability of Global, World, and North American, whom will sometimes be referred to collectively as the "Note Issuers". The First Lien Notes are senior in right of payment to all existing and future subordinated indebtedness of the Note Issuers, and rank equal in priority with all existing and future senior indebtedness of the Note Issuers. The First Lien Notes are secured by a first priority lien on and security interest in substantially all of the assets of the Note Issuers (other than mobile equipment and rights under aircraft operating leases and other excluded assets) and are secured by certain former assets of ATA, which we refer to as the "ATA Assets". The First Lien Notes are guaranteed by all of our existing and future domestic subsidiaries, other than those subsidiaries which we from time to time designate as being unrestricted subsidiaries. As of the date hereof, we have not designated any unrestricted subsidiaries.

        The First Lien Notes mature on August 15, 2013. The indenture governing the First Lien Notes, or "Note Indenture", as well as the collateral agreements entered into pursuant to the Indenture to secure the Notes, or "Collateral Documents", contain provisions prohibiting or limiting the ability of the Note Issuers to engage in certain activities, to make certain payments or declare or pay any dividends on Global's stock (other than dividends payable in stock), to redeem equity interests, to incur additional indebtedness, to make certain investments, to sell assets, to grant or permit to exist additional liens and other covenants and agreements that may limit the business and affairs of the Issuers. We are also required to maintain consolidated cash flow (minus capital expenditures) of at least $45 million for all quarterly reporting periods ending on or prior to June 30, 2010 and at least $50 million thereafter. Failure to perform or satisfy these covenants and breaches of other representations and warranties contained in the Note Indenture and the Collateral Documents constitute events of default under the Indenture and expose the Note Issuers to various rights and remedies of the holders of the First Lien Notes, including the right to accelerate payment of the First Lien Notes.

        The First Lien Notes are subject to certain optional and mandatory redemption provisions as provided in the Note Indenture. We have the right to redeem the First Lien Notes, in whole or in part, prior to August 15, 2012, only upon payment of an applicable premium (equal to the greater of (i) 1% of the note amount being redeemed or (ii) the present value of the sum of (x) 110.5% of the principal amount of the First Lien Note being redeemed plus (y) required interest payments from the date of redemption through August 15, 2012 (excluding accrued and unpaid interest at the redemption date) discounted to present value at the date of redemption by using a discount rate equal to the applicable U.S. Treasury Rate plus 50 basis points) divided by the principal amount of the First Lien Note, plus accrued and unpaid interest through redemption. Alternatively, we have the right to redeem the First Lien Notes prior to August 15, 2012 out of proceeds of an equity offering of our stock at 114% of the principal amount of the First Lien Notes being redeemed, plus accrued and unpaid interest thereon through the redemption date, subject to the limitation that not more than 65% of original principal amount of First Lien Notes (adjusted for purchases resulting from semi-annual offers and distributions of ATA assets noted below) may be

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redeemed. Thereafter, First Lien Notes are redeemable at the amounts as specified in the Note Indenture (110.5% of principal face amount if redeemed prior to August 15, 2013 and 100% if redeemed on or after August 15, 2013), plus accrued and unpaid interest. The holders of the First Lien Notes also have a right to have the First Lien Notes redeemed in the event of a change in control of Global. The redemption price for the First Lien Notes redeemed in connection with a change in control is 101% of the aggregate principal face amount of the outstanding First Lien Notes, plus accrued and unpaid interest.

        On June 30 and December 31 of each year, we are required to offer to purchase up to $10 million aggregate principal face amount of the First Lien Notes at a purchase price in cash equal to 100% of the principal amount, plus accrued and unpaid interest thereon. We are also required to offer to repurchase First Lien Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, upon the occurrence of certain events, including upon the realization of the net cash proceeds from a distribution of ATA Assets so long as the aggregate amount of such excess proceeds received by us exceeds $5 million and from excess net proceeds of $7.5 million or more in connection with certain asset sales. The terms of the First Lien Notes also permit the prepayment of the Second Lien Loan using the proceeds from certain equity offerings, such as this offering.

Second Lien Loan

        Concurrently with the offering of the First Lien Notes, we incurred $64.1 million of second lien loans. On September 29, 2009, we refinanced the $64.1 million of original second lien loans with $72.5 million of new second lien term loans from a new lender. Unless the content otherwise requires, "Second Lien Loan" refers to the new second lien term loans pursuant to the credit agreement dated as of September 29, 2009. In connection with the refinancing of the original second lien loans, we issued penny warrants that were immediately converted into 8,380 shares of common stock (before giving effect to our proposed        for        stock split to be effected prior to the completion of the offering).

        The final maturity date for the Second Lien Loan is September 29, 2014. Global, North American and World, who are the issuers of the First Lien Notes, are also the borrowers under the Second Lien Loan. All obligations under the credit agreement are guaranteed by all of our subsidiaries that guarantee the First Lien Notes. All obligations under the credit agreement are secured by second-priority liens on substantially all of our tangible and intangible assets (other than excluded assets), and the ATA Assets. There are no regularly scheduled principal payments under the Second Lien Loan prior to the final maturity date. We have the right, but no obligation, to prepay the Second Lien Loan, upon payment of the applicable prepayment premium. For voluntary prepayments made prior to September 29, 2011, the prepayment premium shall equal the sum of the present value of (a) 6% of the principal amount being prepaid plus (b) an amount equal to interest that would have been payable on such principal amount from the date of prepayment through September 29, 2011 (excluding any accrued and unpaid interest at the dates of prepayment), computed using a discount rate equal to the applicable Treasury Rate calculated at the date of prepayment plus 0.50%. A prepayment premium of 6% of the principal amount being prepaid is due with any prepayment made after September 29, 2011 but on or prior to September 29, 2012. A prepayment premium of 4% of the principal amount being prepaid applies to voluntary prepayments made subsequent to September 29, 2012 but on or prior to September 29, 2013. Further, during the period from September 29, 2010 to September 29, 2011, we have the right to prepay the Second Lien Loan in the event of a change of control or the consummation of an underwritten initial public offering of our stock during such period. A prepayment premium equal to 18% of the principal amount of Second Lien Loan being prepaid is due with any such voluntary prepayment. We are also required to offer to repay in cash, without premium, the Second Lien Loan, plus accrued and unpaid interest, using the amount of net cash proceeds received from a distribution of ATA assets in excess of the amount used to repurchase First Lien Notes, so long as the aggregate amount of excess proceeds available to repay the Second Lien Loan exceeds $1.3 million.

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        Interest accrues on the amount of the Second Lien Loan outstanding at an annual rate of 18% and is payable in cash at an annual rate of 12%, on a semi-annual basis, with the balance of the accrued interest being payable in kind on each interest payment date as additional loans in an amount equal to 6% of the aggregate principal amount of Second Lien Loan then outstanding.

        The credit agreement contains representations and warranties by the credit parties, as well as events of default, that are in each case substantially similar to those applicable to the First Lien Notes. The credit agreement requires that the credit parties comply with affirmative and negative covenants substantially similar to those applicable to the First Lien Notes. In particular, we are also required to maintain consolidated cash flow (minus capital expenditures) of at least $45 million for all quarterly reporting periods ending on or prior to June 30, 2010 and at least $50 million thereafter. During the first four test periods following the issuance of the notes, we are permitted to increase our consolidated cash flow, less capital expenditures, by an amount equal to any cash funds contributed as common equity, up to $5 million in the aggregate for all such test periods. Failure to perform or satisfy these covenants and breaches of other representations and warranties contained in the credit agreement and certain related collateral documents constitute events of default under the credit agreement and expose us to various rights and remedies of the holders of the Second Lien Loan, including the right to accelerate payment of the Second Lien Loan. Wells Fargo Bank, National Association, acts as collateral agent under various collateral documents securing the First Lien Notes and the Second Lien Loan and the relative rights pertaining to the collateral are set fourth in the intercreditor agreement.

Aircraft Operating Leases

        All of our aircraft and related engines are subject to operating lease agreements and lease common terms agreements with the various lessors. These aircraft leases contain various convenants whereby World or North American are subject to requirements regarding the operation, maintenance, and insurance of the aircraft, as well as certain other requirements that may limit the business and affairs of the company. As of December 31, 2009, scheduled future minimum lease payments under operating leases having initial non-cancelable lease terms of more than one year were approximately $581 million in the aggregate.

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DESCRIPTION OF CAPITAL STOCK

        The following description summarizes the material terms of our capital stock and provisions of our amended and restated certificate of incorporation, as amended ("certificate of incorporation") and amended and restated by-laws ("by-laws") upon the completion of this offering Because this is only a summary, it does not contain all of the information that may be important to you.

Authorized Capitalization

        Upon the completion of this offering, our authorized capital stock will consist of                of shares of common stock, par value $0.0001 per share, and         shares of preferred stock, par value of $         per share. Following the completion of this offering, we will have          shares of common stock issued and outstanding.

        Prior to this offering and as of March 31, 2010, there were         holders of record of our common stock, and no shares of preferred stock authorized or outstanding.

Common Stock

        Voting Rights.    The holders of our common stock are entitled to one vote per share. Except as otherwise required by law, holders of common stock will vote as a single class on all matters presented to the stockholders for a vote. Our amended and restated certificate of incorporation and by-laws do not provide for cumulative voting with respect to the election of directors. Directors will be elected by a plurality of the votes cast in the election of directors once a quorum is present. All other matters will be decided by holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on such matters present at the meeting or by proxy.

        Dividend Rights.    All shares of our common stock are entitled to share equally in any dividends our board of directors may declare from legally available sources.

        Liquidation Rights.    Upon liquidation or dissolution of the Company, whether voluntary or involuntary, all shares of our common stock are entitled to share equally in the assets available for distribution to stockholders after payment of all of our prior obligations.

        Preemptive Rights.    Under our amended and restated certificate of incorporation and by-laws, our stockholders are not entitled to pre-emptive rights to subscribe for additional issuances of common stock or any other class or series of common stock or any security convertible into such stock.

        Other Matters.    The holders of our common stock have no conversion rights and our common stock is not subject to further calls or assessments by us. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

        Our board of directors is authorized, without further stockholder approval but subject to applicable rules of the NASDAQ Global Select Market and any limitations prescribed by law, to issue up to             shares of preferred stock from time to time in one or more series, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as may be stated in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors.

        Depending upon the rights of holders of the preferred stock, an issuance of preferred stock could adversely affect holders of common stock by delaying or preventing a change of control of the Company, making removal of our management difficult, or restricting the payment of dividends and other distributions to the holders of common stock.

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Anti-Takeover Effects of Our Certificate of Incorporation and By-laws

        Our certificate of incorporation and by-laws contain some provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions also may have the effect of delaying, deferring or preventing a future takeover or change in control unless the takeover or change in control is approved by our board of directors.

        Undesignated Preferred Stock.    The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. This ability may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

        Advance Notice Requirements for Stockholder Proposals.    Our by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders must provide written notice of their proposal to the corporate secretary not less than 90 days nor more than 135 days prior to the anniversary date of the immediately preceding annual meeting. Our by-laws also specify requirements as to the form and content of a stockholder's notice. These provisions may impede stockholders' ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.

        Special Meetings of Stockholders.    Our by-laws provide that special meetings of our stockholders may be called only by the chairman of our board of directors, if any, or pursuant to a resolution approved by a majority of our board of directors, or a committee of the board of directors authorized to call such meetings.

        Authorized but Unissued Shares.    Our authorized but unissued shares of capital stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Certain Other Provisions of Our Certificate of Incorporation and By-Laws and Delaware Law

        Stockholder Action by Written Consent.    Pursuant to our by-laws, any action required or permitted to be taken at an annual or special stockholders' meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.

        Amendments to Our Certificate of Incorporation and By-Laws.    Pursuant to our certificate of incorporation, our board of directors may amend our by-laws, subject to any specific limitation on such power contained in any by-laws adopted by stockholders, except that the stockholders are not entitled to amend the by-laws in a manner, or adopt a new by-law, that would materially and adversely affect the rights of the holders of our common stock unless such amendment has been approved by our board of directors.

        Limitations on Non-U.S. Citizen Ownership.    Non-U.S. citizens may not own or control more than 25% of the voting power of our outstanding capital stock entitled to vote.

        Limitations on Liability and Indemnification of Officers and Directors.    The Delaware General Corporation Law, or the DGCL, authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties as directors. Our organizational documents include provisions that eliminate, to the extent allowable under the DGCL, the personal liability of directors for monetary damages for actions taken as a director. Our organizational documents also provide that we must indemnify and advance reasonable expenses to

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our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to purchase and maintain directors' and officers' insurance for our directors, officers and certain employees for some liabilities.

        The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and by-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is Registrar & Transfer Company. Its address is 10 Commerce Drive, Cranford, New Jersey 07015.

SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, there has not been a public market for our common stock. As described below, only a limited number of shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our common stock prevailing from time to time. Nevertheless, future sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options, in the public market after the restrictions lapse, or the perception that such sales could occur, could cause the prevailing market price of our common stock to fall or impair our ability to raise equity capital in the future.

        Upon completion of this offering, we will have outstanding                        shares of our common stock, assuming that there are no exercises of outstanding options or warrants after March 31, 2010. Of these shares, all of the                        shares sold in this offering will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by our affiliates, as that term is defined in Rule 144 under the Securities Act. Shares purchased by our affiliates may not be resold except pursuant to an effective registration statement or an exemption from registration, including the exemption under Rule 144 of the Securities Act described below.

        Of the remaining        shares of common stock held by our existing stockholders, following the expiration or early termination of the lock-up agreement described below,         shares may be resold after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemption provided by Rule 144 under the Securities Act described below. The remaining        shares of common stock held by our existing stockholders upon completion of this offering will be eligible for immediate sale.

Lock-Up Agreements

        In connection with this offering, officers, directors, employees and stockholders, who together hold an aggregate of more than         % of the outstanding shares of our common stock, have agreed, subject to limited exceptions, not to directly or indirectly sell, dispose of or hedge any shares of common stock or any securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days after the date of this prospectus, and in specific circumstances, up to an additional 18 days, without the prior written consent of Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. See "Underwriting."

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Rule 144

        Under Rule 144, persons who are beneficial owners of shares of our common stock that are "restricted securities" at the completion of this offering may not sell their shares until the earlier of (i) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Exchange Act and have filed all required reports for at least 90 days prior to the date of the sale, or (ii) a one-year holding period.

        At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of shares of common stock that does not exceed the greater of either of the following:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately        shares immediately after this offering; and

•

the average weekly trading volume in our common stock on the NASDAQ Global Select Market during the four calendar weeks preceding the date of filing of a notice on Form 144 with respect to the sale.

        At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

        Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

MATERIAL U.S. FEDERAL TAX CONSEQUENCES

        The following discussion summarizes the material U.S. federal income and estate tax consequences of the purchase, ownership and disposition of our common stock by certain non-U.S. holders (as defined below). This discussion only applies to non-U.S. holders who purchase and hold our common stock as a capital asset for U.S. federal income tax purposes (generally property held for investment). This discussion does not describe all of the tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances.

        For purposes of this discussion, a "non-U.S. holder" means a person (other than a partnership) that for U.S. federal income tax purposes is not any of the following:

•

an individual citizen or resident of the United States (including certain former citizens and former long-term residents);

•

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or it has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

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        This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and Treasury regulations, rulings and judicial decisions as of the date hereof. These authorities may change, perhaps retroactively, which could result in U.S. federal income and estate tax consequences different from those summarized below. This discussion does not address all aspects of U.S. federal income and estate taxes, and does not describe any foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, this discussion does not describe the U.S. federal income and estate tax consequences applicable to a non-U.S. holder who is subject to special treatment under U.S. federal income tax laws (including a United States expatriate, a "controlled foreign corporation," a "passive foreign investment company," a corporation that accumulates earnings to avoid U.S. federal income tax, a pass-through entity or an investor in a pass-through entity, or a tax-exempt organization or an insurance company). We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this discussion.

        If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the U.S. federal income tax treatment of a partner of that partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

This discussion is provided for general information only and does not constitute legal advice to any prospective purchaser of our common stock. Additionally, this discussion cannot be used by any holder for the purpose of avoiding tax penalties that may be imposed on such holder. If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the U.S. federal income and estate tax consequences of purchasing, owning and disposing of our common stock in light of your particular circumstances and any consequences arising under the laws of applicable state, local or foreign taxing jurisdictions. You should also consult with your tax advisors concerning any possible enactment of legislation that would affect your investment in our common stock in your particular circumstances.

Distributions on Common Stock

        In general, if distributions are made with respect to our common stock, such distributions will be treated as dividends to the extent of our current and accumulated earnings and profits as determined under the Code and will be subject to withholding as discussed below. Any portion of a distribution that exceeds our current and accumulated earnings and profits will first be applied to reduce the non-U.S. holder's basis in the common stock and, to the extent such portion exceeds the non-U.S. holder's basis, the excess will be treated as gain from the disposition of the common stock, the tax treatment of which is discussed below under "Dispositions of Common Stock."

        Dividends paid to a non-U.S. holder of our common stock will generally be subject to withholding of U.S. federal income tax at a 30% rate or a lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (or, where an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional "branch profits tax" at a 30% rate or a lower rate as may be specified by an applicable income tax treaty.

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        Even if a non-U.S. holder is eligible for a lower treaty rate, dividend payments generally will be subject to withholding at a 30% rate (rather than the lower treaty rate) unless:

•

the non-U.S. holder provides a valid IRS Form W-8BEN or other documentary evidence establishing entitlement to the lower treaty rate with respect to such payments, and

•

in the case of actual or constructive dividends paid to a foreign entity after December 31, 2012, the non-U.S. holder holds the common stock through a foreign financial institution or entity that has entered into an agreement with the U.S. government to collect and provide to the U.S. tax authorities information about its accountholders (including certain investors in such institution or entity) and, if required, has provided the withholding agent with a certification identifying its direct and indirect U.S. owners.

        A non-U.S. holder of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.

Disposition of Common Stock

        Any gain realized by a non-U.S. holder on the disposition of our common stock will generally not be subject to U.S. federal income or withholding tax unless:

•

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (or, where an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

        A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and if it is a corporation, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or a lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States.

        In the case of the sale or disposition of common stock after December 31, 2012, you may be subject to a 30% withholding tax on the gross proceeds of the sale or disposition unless the requirements described in the second bullet point above under "Material U.S. Federal Tax Consequencs—Distributions on Common Stock" are satisfied.

U.S. Federal Estate Tax

        Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of death will generally be includable in the decedent's gross estate for U.S. federal estate tax purposes, unless an applicable treaty provides otherwise.

Information Reporting and Backup Withholding

        We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such non-U.S. holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

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        A non-U.S. holder will be subject to backup withholding for dividends paid to such non-U.S. holder unless such non-U.S. holder certifies generally on a Form W-8BEN under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such non-U.S. holder is a United States person as defined under the Code), or such non-U.S. holder otherwise establishes an exemption.

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), and such owner otherwise establishes an exemption.

        Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder's U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service.

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UNDERWRITING

        Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Name		Number of Shares
Morgan Stanley & Co. Incorporated
Jefferies & Company, Inc.
	Total:

        The underwriters and the representatives are collectively referred to as the "underwriters," and as the "representatives," respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased, or, in the case of a default with respect to the shares covered by the underwriters' over-allotment described below, the underwriting agreement may be terminated.

        The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        The underwriters have an option exercisable for 30 days from the date of this prospectus to purchase up to            additional shares of common stock from the selling stockholder at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of additional shares of common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table. The selling stockholder is only selling shares in this offering if the underwriters exercise their option and we will not receive any of the proceeds from a sale of shares by the selling stockholder.

        If the underwriters' option to purchase additional shares of common stock were not exercised, the total price to the public would be $            , the total underwriting discounts and commissions paid by us would be $            and total proceeds to us would be $            . If the underwriters' option to purchase additional shares of common stock is exercised in full, the total price to the public would be $            , the total underwriting discounts and commissions paid by us would be $            , the total underwriting discounts and commissions paid by the selling stockholder would be $            , total proceeds to us would be $            , and total proceeds to the selling stockholder would be $            .

        The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            .

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        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

        We intend to list on the NASDAQ Global Select Market under the trading symbol "GLAH."

        We and all directors and officers and the holders of approximately        % of our outstanding stock have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

•

file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc. on behalf of the underwriters, it will not, during the period ending 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

        The restrictions described in the immediately preceding paragraph to do not apply to:

•

the sale of shares to the underwriters;

•

the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;

•

the grant of options or the issuance of shares of common stock by us pursuant to our equity plans described in this prospectus, provided that the recipient of the options or shares agrees to be subject to the restrictions described above;

•

transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;

•

transfers or dispositions by the holder to our company in connection with the tax withholding obligations relating to options that expire or stock that vests during the lock-up period;

•

transfers by any person other than us of shares of common stock or other securities as a bona fide gift; or

•

distributions other than by us of shares of common stock or other securities to limited partners or stockholders;

provided that in the case of each of the last two transactions, each donee or distributee agrees to be subject to the restrictions on transfer described above.

130

        The 180 day restricted period described in the preceding paragraph will be extended if:

•

during the last 17 days of the 180 day restricted period we issue an earnings release or material news event relating to us occurs, or

•

prior to the expiration of the 180 day restricted period, we announce that we will release earnings results during the 16 day period beginning on the last day of the 180 day period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

        In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        We, the selling stockholder and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Pricing of the Offering

        Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us, the selling stockholder and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not

131

make an offer of shares to the public in that Member State, except that it may, with effect from and including such date, make an offer of shares to the public in that Member State:

(a)

at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;



(b)

at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or



(c)

at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of the above, the expression an "offer of shares to the public" in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in that Member State.

United Kingdom

        This prospectus and any other material in relation to the shares described herein is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive ("qualified investors") that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such shares will be engaged in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents.

VALIDITY OF COMMON STOCK

        The validity of the issuance of the common stock offered by this prospectus will be passed upon for us by Bryan Cave LLP, Atlanta, Georgia, and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.

EXPERTS

        The consolidated financial statements of Global Aviation Holdings Inc. at December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated statements of operations, changes in stockholders' equity and comprehensive loss and cash flows (the "consolidated financial statements") of World Air Holdings, Inc., and subsidiaries for the year ended December 31, 2006 have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering

132

the December 31, 2006 consolidated financial statements refers to the adoption of the provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" effective January 1, 2006 and the adoption of the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans" as of December 31, 2006.

        Global Aviation Holdings Inc. has agreed to indemnify and hold KPMG LLP ("KPMG") harmless against and from any and all legal costs and expenses incurred by KPMG in successful defense of any legal action or proceeding that arises as a result of KPMG's consent to the inclusion of its audit report on the World Air Holdings, Inc.'s past financial statements included in this registration statement.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1, including exhibits, under the Securities Act with respect to the common stock to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information in the registration statement or the exhibits. Statements made in this prospectus regarding the contents of any contract, agreement or other document are only summaries. With respect to each contract, agreement or other document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter involved.

        We are not currently subject to the informational requirements of the Securities Exchange Act of 1934. As a result of the offering of the shares of our common stock, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at the public reference room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549.

        You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, will also be available to you on the web site maintained by the SEC at http://www.sec.gov.

        We intend to furnish our stockholders with annual reports containing consolidated financial statements audited by our independent auditors, and to make available to our stockholders quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial statements.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Global Aviation Holdings Inc.
	Audited Consolidated Financial Statements
		Report of Independent Registered Public Accounting Firm	F-2
		Consolidated Balance Sheets at December 31, 2009 and 2008	F-3
		Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	F-4
		Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-5
		Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2009, 2008 and 2007	F-6
		Notes to Consolidated Financial Statements	F-7
	Unaudited Condensed Consolidated Financial Statements
		Unaudited Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009	F-41
		Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009	F-43
		Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	F-44
		Notes to Unaudited Condensed Consolidated Financial Statements	F-45
World Air Holdings, Inc.
	Audited Consolidated Financial Statements
		Report of Independent Registered Public Accounting Firm	F-55
		Consolidated Statement of Operations for the year ended December 31, 2006	F-56
		Consolidated Statement of Changes in Stockholders' Equity for the year ended December 31, 2006	F-57
		Consolidated Statement of Cash Flows for the year ended December 31, 2006	F-58
		Notes to Consolidated Financial Statements	F-59

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
Global Aviation Holdings Inc.

        We have audited the accompanying consolidated balance sheets of Global Aviation Holdings Inc. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Global Aviation Holdings Inc. and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia
June 25, 2010

F-2

Global Aviation Holdings Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, except share data)

		December 31
		2009			2008
Assets
Current assets:
	Cash and cash equivalents	$	73,077		$	87,424
	Restricted cash		—			930
	Accounts receivable, net of allowance for doubtful accounts of 2009—$654; 2008—$387		42,037			60,112
	Inventories, net		19,762			20,488
	Maintenance reserve deposits		45,514			39,999
	Deferred tax assets		8,136			20,922
	Prepaid expenses and other current assets		43,050			47,244
Total current assets			231,576			277,119
Property and equipment:
	Flight equipment		165,998			132,087
	Facilities and ground equipment		18,571			16,089
	Gross property and equipment		184,569			148,176
	Accumulated depreciation		(58,043	)		(27,651	)
Net property and equipment			126,526			120,525
Intangible assets:
	Military contract intangibles, net of accumulated amortization of 2009—$59,894; 2008—$34,675		192,288			217,507
	Other intangible assets, net of accumulated amortization of 2009—$8,122; 2008—$4,014		4,000			8,108
Total intangible assets			196,288			225,615
Restricted cash			8,135			7,473
Maintenance reserve deposits			59,861			51,602
Deposits and other assets			57,139			42,001
Total assets		$	679,525		$	724,335
Liabilities and stockholders' equity
Current liabilities:
	Current maturities of long-term debt	$	24,400		$	57,597
	Accounts payable		11,338			25,452
	Air traffic liabilities		5,504			9,300
	Accrued compensation and benefits		25,225			26,103
	Accrued flight expenses		20,534			10,652
	Other accrued expenses and current liabilities		92,226			115,713
Total current liabilities			179,227			244,817
Long-term debt, less current maturities			211,128			321,682
Warrants			—			45
Deferred tax liabilities, net			72,544			120,365
Other liabilities			25,257			30,671
Stockholders' equity:
	Preferred stock, 15,000,000 shares authorized; issued and outstanding 2009—0 and 2008—11,507,142		—			158,644
	Common stock, $0.0001 par value; authorized 2009—400,000,000 and 2008—50,000,000; issued and outstanding 2009—259,063 and 2008—12,521		1			1
	Warrants		1,479			1,434
	Additional paid-in capital		336,906			140,761
	Accumulated deficit		(147,414	)		(293,984	)
	Accumulated other comprehensive income (loss)		397			(101	)
Total stockholders' equity			191,369			6,755
Total liabilities and stockholders' equity		$	679,525		$	724,335

See accompanying notes.

F-3

Global Aviation Holdings Inc. and Subsidiaries

Consolidated Statements of Operations

(Dollar amounts in thousands, except income (loss) per share data)

		Years Ended December 31
		2009			2008*			2007**
Operating revenues:
	Military passenger	$	783,845		$	992,252		$	560,602
	Military cargo		74,297			97,295			36,034
	Commercial cargo		115,755			125,025			41,119
	Commercial passenger		57,083			94,665			62,445
	Scheduled service		298			99,772			416,894
	Other		11,307			38,921			37,516
Total operating revenues			1,042,585			1,447,930			1,154,610
Operating expenses:
	Aircraft fuel		225,309			490,714			383,523
	Aircraft rentals		164,260			159,666			139,071
	Maintenance, materials and repairs		135,754			140,364			108,404
	Flight operations		102,599			123,150			118,682
	Aircraft and traffic servicing		89,538			114,532			111,006
	Passenger services		78,351			91,571			82,873
	Crew positioning		55,423			77,382			53,523
	Selling and marketing		52,401			70,057			68,707
	Depreciation and amortization		71,092			64,978			43,814
	General and administrative		44,145			120,245			88,496
	Asset impairment and aircraft retirements		5,716			124,520			7,161
	Other expenses		6,895			6,811			4,543
Total operating expenses			1,031,483			1,583,990			1,209,803
Operating income (loss)			11,102			(136,060	)		(55,193	)
Other income (expense):
	Interest income		4,764			7,068			11,230
	Interest expense		(58,700	)		(58,804	)		(38,468	)
	Gain on investment		58,122			—			—
	Gain on debt extinguishment		85,305			—			—
	Other, net		(2,470	)		5,950			(231	)
Total other income (expense)			87,021			(45,786	)		(27,469	)
Income (loss) before income tax (benefit) expense			98,123			(181,846	)		(82,662	)
Income tax (benefit) expense			(43,836	)		5,691			(12,996	)
Net income (loss)			141,959			(187,537	)		(69,666	)
Preferred stock dividends			(9,483	)		(29,802	)		(10,194	)
Income (loss) available to common stockholders		$	132,476		$	(217,339	)	$	(79,860	)
Basic earnings per common share:
	Weighted—average shares outstanding		190,190			12,521			11,102
	Income (loss) available to common stockholders per share	$	697		$	(17,358	)	$	(7,193	)
Diluted earnings per common share:
	Weighted—average shares outstanding		326,858			12,521			11,102
	Income (loss) available to common stockholders per share	$	434		$	(17,358	)	$	(7,193	)

*

Includes the results of ATA from January 1, 2008 to April 2, 2008

**

Includes the results of ATA for the entire period

See accompanying notes.

F-4

Global Aviation Holdings Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

			Years Ended December 31
			2009			2008*			2007**
Operating activities
Net income (loss)			$	141,959		$	(187,537	)	$	(69,666	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization			71,092			64,978			43,814
	Gain on debt extinguishment			(85,305	)		—			—
	Gain on investment			(58,122	)		—			—
	Cumulative effect of ASC 840-10			7,309			—			—
	Amortization of loan costs			7,673			10,004			4,151
	Amortization of debt discount			8,496			3,954			1,483
	Asset impairment and aircraft retirements			5,716			124,520			7,161
	Stock-based compensation expense			3,034			5,708			2,415
	Deferred income taxes			(37,747	)		2,353			(14,742	)
	Non-cash interest			28,899			43,036			18,383
	Other non-cash items			—			(1,018	)		11,610
	Gain on adjustment of warrants value			—			(6,286	)		—
	Loss (gain) on disposal or sale of equipment			1,079			1,351			(1,000	)
	Changes in operating assets and liabilities, exclusive of acquisition:
		Accounts receivable, net		18,075			(28,896	)		(32,798	)
		Inventories, net		(3,548	)		(5,728	)		998
		Other current assets		(1,441	)		(29,426	)		(18,032	)
		Accounts payable		(14,114	)		44,350			2,911
		Air traffic liabilities and accrued flight expenses		6,086			3,296			21,307
		Accrued compensation and benefits		(878	)		(1,174	)		(13,929	)
		Other accrued expenses and current liabilities		(30,249	)		51,503			3,620
		Other liabilities and other assets		(7,571	)		8,926			11,829
Net cash provided by (used in) operating activities				60,443			103,914			(20,485	)
Investing activities
	Capital expenditures			(37,656	)		(66,215	)		(67,917	)
	Proceeds from disposal or sale of equipment			19			907			2,450
	Insurance proceeds from impairment of assets			1,000			—			—
	Proceeds from gain on investment			1,500			—			—
	Cash surrendered upon deconsolidation of ATA			—			(26,084	)		—
	Acquisition of World Air Holdings, net of cash acquired			—			—			(283,839	)
Net cash used in investing activities				(35,137	)		(91,392	)		(349,306	)
Financing activities
	Proceeds from long-term debt and warrants			247,603			—			340,000
	Payments on long-term debt			(285,797	)		(542	)		(81,436	)
	Payment of costs related to issuance of debt and preferred stock			(21,337	)		(11,320	)		(16,040	)
	Proceeds from issuance of preferred stock			20,000			—			161,100
	Proceeds from long-term debt from affiliates			—			7,000			28,000
	Payments on long-term debt from affiliates			—			—			(54,261	)
	(Repurchase) proceeds from issuance of common stock			(122	)		—			18
Net cash (used in) provided by financing activities				(39,653	)		(4,862	)		377,381
Net increase (decrease) in cash and cash equivalents				(14,347	)		7,660			7,590
Cash and cash equivalents at beginning of year				87,424			79,764			72,174
Cash and cash equivalents at end of year			$	73,077		$	87,424		$	79,764
Supplemental information
Cash payments for:
	Interest paid		$	2,033		$	21		$	13,652
	Income taxes (refunded) paid		$	(4,555	)	$	(1,851	)	$	518

*

Includes the cash flow of ATA from January 1, 2008 to April 2, 2008

**

Includes the cash flow of ATA for the entire period

See accompanying notes.

F-5

Global Aviation Holdings Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2009, 2008, and 2007

(In Thousands)

	Preferred Stock						Common Stock														Accumulated Other Comprehensive Income (Loss)
															Additional Paid-in Capital			Accumulated Deficit						Total Stockholders' Equity
	Shares			Amount			Shares			Amount		Warrants
Balance as of January 1, 2007		—		$	—			11		$	1	$	1,434		$	107,317		$	(36,781	)	$	—		$	71,971
Net loss		—			—			—			—		—			—			(69,666	)		—			(69,666	)
Net post-retirement loss		—			—			—			—		—			—			—			(287	)		(287	)
Total other comprehensive loss																			(69,666	)		(287	)		(69,953	)
Issuance of common stock		—			—			1			—		—			—			—			—			—
Exercise of warrants		—			—			1			—		—			25,321			—			—			25,321
Stock-based compensation		—			—			—			—		—			2,415			—			—			2,415
Proceeds from issuance of preferred stock, net		11,507			158,644			—			—		—			—			—			—			158,644
Balance as of December 31, 2007		11,507		$	158,644			13		$	1	$	1,434		$	135,053		$	(106,447	)	$	(287	)	$	188,398
Net loss		—			—			—			—		—			—			(187,537	)		—			(187,537	)
Net post-retirement gain		—			—			—			—		—			—			—			186			186
Total other comprehensive income (loss)		—			—			—			—		—			—			(187,537	)		186			(187,351	)
Stock-based compensation		—			—			—			—		—			5,708			—			—			5,708
Balance as of December 31, 2008		11,507		$	158,644			13		$	1	$	1,434		$	140,761		$	(293,984	)	$	(101	)	$	6,755
Adoption of ASC 840-10, net of tax of $2,698		—			—			—			—		—			—			4,611			—			4,611
Adjusted balance as of January 1, 2009		11,507		$	158,644			13		$	1	$	1,434			140,761			(289,373	)		(101	)		11,366
Net income		—			—			—			—		—			—			141,959			—			141,959
Net post-retirement gain																						450			450
Net unrealized gain on investment																			—			48			48
Total other comprehensive income																			—			498			142,457
Proceeds from issuance of preferred stock		1,429			20,000			—			—		—			—			—			—			20,000
Conversion of debt to preferred stock		548			7,680			—			—		—			—			—			—			7,680
Accumulated preferred dividend		—			49,479			—			—		—			(49,479	)		—			—			—
Conversion of preferred stock dividend		—			(49,479	)		49			—		—			49,479			—			—			—
Conversion of preferred stock, net of issuance costs, to common stock		(13,484	)		(186,324	)		189			—		—			186,324			—			—			—
Issuance of warrants		—			—			—			—		7,125			—			—			—			7,125
Conversion of warrants from liability to equity		—			—			—			—		45			—			—			—			45
Warrants converted to common stock		—			—			8			—		(7,125	)		7,125			—			—			—
Stock-based compensation		—			—			—			—		—			3,034			—			—			3,034
Repurchase of fractional shares		—			—			(1	)		—		—			(122	)		—			—			(122	)
Rights offering		—			—			1			—		—			(216	)		—			—			(216	)
Balance as of December 31, 2009		—		$	—			259		$	1	$	1,479		$	336,906		$	(147,414	)	$	397		$	191,369

See accompanying notes.

F-6

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies

        Global Aviation Holdings Inc. (Global, and collectively with its wholly owned subsidiaries, the Company) is a global provider of customized air transport passenger and cargo services, offering a broad range of aircraft types and payloads. The Company offers military, cargo, and commercial charter services through its two operating airlines: World Airways, Inc. (World) and North American Airlines, Inc. (North American). World provides long-range passenger and cargo charter and ACMI air transportation serving the U.S. Government, international freight and passenger airlines, tour operators, and customers requiring specialized aircraft services. North American provides passenger charter and ACMI air transportation serving the U.S. Government, tour operators, and other airlines. North American also operated international scheduled passenger service in selected markets, but discontinued this service on May 20, 2008. The North American aircraft used in the scheduled service business were redeployed into military charter operations. The Company's combined fleet consists of the following aircraft types: Boeing 757-200 passenger (B757), Boeing 767-300 passenger (B767), Boeing 747-400 freighter (B747), McDonnell Douglas DC10-30 passenger (DC-10), and McDonnell Douglas MD-11 (MD-11) passenger and freighter. All active aircraft as of December 31, 2009, are leased.

        The Company's wholly owned subsidiaries are as follows: New ATA Acquisition Inc. (New ATA), New ATA Investment Inc. (New ATA Investment), World Air Holdings, Inc. (World Air Holdings), World, North American, World Risk Solutions, Ltd. (World Risk Solutions), World Airways Parts Company, LLC, and Global Aviation Ventures SPV LLC. ATA Airlines, Inc. (ATA) was a wholly owned subsidiary until March 31, 2009. The Company acquired World Air Holdings and its wholly owned subsidiaries, World, North American, World Risk Solutions, and World Airways Parts Company, LLC on August 14, 2007 (the Acquisition Date). On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code and ATA subsequently discontinued all business operations. As of April 3, 2008, Global ceased consolidating the results of operations and financial position of ATA in its consolidated financial statements. The results of operations of ATA through April 2, 2008 are included in the Company's consolidated financial statements (See Note 2).

Principles of Consolidation

        The consolidated financial statements included herein have been presented in accordance with accounting principles generally accepted in the United States. The accompanying consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. During the year ended December 31, 2009, the Company completed a 1,000:1 reverse stock split on its common stock. Accordingly, all common stock share data have been adjusted to reflect this, including prior periods, unless otherwise indicated.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates include fixed asset and intangible asset useful lives, valuation allowances (including, but not limited to, those related to receivables, inventories, and deferred taxes), other income tax accounting, self-insured employee benefits, and legal liabilities. During the year ended December 31, 2009, the Company determined that the useful life related to its World cargo customer relationship

F-7

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

intangible asset should be adjusted to amortize the remaining unamortized balance through June 30, 2009. The original useful life on the Acquisition Date was determined to be 10 years. Adjusting the estimated useful life of the asset to fully amortize the cargo customer relationship balance through June 30, 2009, was deemed appropriate based on management's best estimate of the expected benefit of the future cash flows related to the acquired customers. This change in useful life resulted in an additional $3.1 million, or approximately $9 per diluted share, in amortization expense recorded for the year ended December 31, 2009.

Cash and Cash Equivalents

        The Company considers all short-term, highly liquid investments with original maturities at the purchase date of three months or less to be cash equivalents. The Company had cash and cash equivalents, primarily consisting of money market funds, of $73.1 million and $87.4 million as of December 31, 2009 and 2008, respectively.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and restricted cash. The Company places cash and cash equivalents with high credit-quality institutions. At times, such amounts are in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits. As of December 31, 2009, and 2008, such excess over FDIC insurance limits amounted to approximately $62.4 million and $101.7 million, respectively, in bank balances.

Fair Value of Financial Instruments

        The estimated fair value of cash and cash equivalents, and restricted cash, approximate their carrying values due to their short-term nature. The fair values of the Company's debt instruments are calculated based on debt with similar maturities, credit quality and current market rates of interest.

Accounts Receivable

        Accounts receivable are due primarily from the U.S. Government, tour operators, international passenger and cargo air carriers, and international freight forwarders. The Company does not require collateral on its trade receivables. The Company generally invoices upon completion of a flight, and considers amounts past due if payment has not been received within agreed-upon payment terms. An allowance for doubtful accounts has been established based on the Company's collection experience and an assessment of the collectability of specific accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors including, but not limited to, review of a specific customer's ability to meet its financial obligations including, but not limited to, bankruptcy filings, and changes in the aging of accounts receivable. Accounts receivable are charged off against the allowance for doubtful accounts when it is probable that the receivable will not be recovered.

F-8

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

Inventories

        Inventories consist primarily of expendable and recoverable/repairable aircraft spare parts, and other supplies. World and North American inventories were initially stated at fair value based on valuations as of the Acquisition Date (See Note 3). Inventories purchased after the Acquisition Date are recorded utilizing average cost on a First-In-First-Out basis and are stated at the lower of cost or market value. Market value is considered to be net realizable value. Inventories are charged to expense when consumed. The average cost method is applied when removing parts from inventories. The Company records an allowance for obsolescence against its inventories by amortizing the book value of the aircraft parts inventories, net of any estimated residual value, over the related fleet's estimated useful service life, or the average of the related fleet's lease term, whichever is shorter. The obsolescence allowance at December 31, 2009 and 2008 was $10.1 million and $5.9 million, respectively.

Prepaid Expenses and Other Current Assets

        Prepaid expenses and other current assets consist mainly of deposits under leases, or other agreements that will be returned within the next 12 months, and the prepayment for goods or services to be realized within the next 12 months. Also included are deposits received in advance of certain charter flights, which are held in an escrow account until the charter service is provided. Other receivables included in prepaid expenses and other current assets include insurance claims and other miscellaneous receivables.

Property and Equipment

        World's and North American's property and equipment were recorded at fair value based on valuations as of the Acquisition Date (See Note 3). The Company records additions to property and equipment at cost. Property and equipment is depreciated to residual values, if any, over their estimated useful service lives using the straight-line method. Leasehold improvements, flight equipment, and rotable parts related to the Company's aircraft are depreciated over the period of benefit or the terms of the related leases, whichever is shorter. The Company's facilities and ground equipment are generally depreciated over a period of three to seven years.

Airframe and Engine Maintenance and Lease Requirements

        The cost of major engine overhauls for fleet types not covered under a maintenance agreement and the cost of certain overhauls related to heavy airframe, engine, life-limited parts (LLP), landing gear and auxiliary power units (APU) for all fleet types is capitalized when performed and amortized over estimated useful lives based upon usage, or to earlier fleet or aircraft calendar limits, for both owned and leased aircraft. The Company has maintenance agreements for certain items, such as engines, which require the Company to pay a monthly fee per engine flight hour in exchange for major overhaul, spares, and maintenance of those engines. The Company expenses the cost per flight hour under these agreements as incurred. Under certain of its aircraft and engine leases, the Company is required to make periodic maintenance reserve payments to lessors for certain future maintenance work such as airframe, engine, LLP, landing gear and APU overhauls. In addition, under its aircraft and engine leases, the Company is required to return the airframes, engines, LLP, landing gear, and APUs to the lessors in a specified maintenance condition at the end of the lease (return condition). If the return condition is not met, the

F-9

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

leases generally require the Company to provide financial compensation to the lessor. Under certain leases, the maintenance reserve deposits may not be refundable to the Company. Consequently, the Company periodically reviews the balances of the maintenance reserve deposits and writes off any amounts that are no longer probable of being used for maintenance. In determining whether it is probable that maintenance deposits will be used to offset the liability for future maintenance costs, the Company considers the condition of the aircraft, including but not limited to the airframe and engines, and the projected future usage of the aircraft based on the Company's business and fleet plans. For the years ended December 31, 2009, 2008, and 2007, the Company expensed $9.6 million, $10.3 million, and $5.0 million, respectively, of non-refundable maintenance reserve payments on certain aircraft leases where the Company determined that it was not probable that payments would be used to offset the liability for future maintenance costs.

        If an operating lease has return conditions, the Company's policy is to accrue and expense ratably the return condition costs once they are estimable and probable. The Company recognized $0.1 million, $0.6 million, and $1.0 million of return condition expense as part of aircraft maintenance, materials, and repairs expense in its consolidated statement of operations for the years ended December 31, 2009, 2008, and 2007, respectively. Conversely, the Company recognized $3.0 million in return condition income as a reduction to aircraft maintenance, materials and repairs expense in the year ended December 31, 2008, as a result of reversing a return condition provision that was no longer required as the Company elected to renew the applicable aircraft lease.

Goodwill and Intangible Assets

        The Company recorded goodwill for the excess of the purchase price for its acquisitions over the fair value of identifiable net assets acquired, including identified intangible assets (See Note 4). Goodwill was allocated to reporting units for purposes of impairment testing based on the fair value of each entity acquired. Goodwill is not deductible for tax purposes.

        During the year ended December 31, 2008, the Company tested its goodwill for impairment at the reporting unit level. The reporting unit levels for the Company's goodwill are World and North American. Goodwill impairment testing was performed utilizing a two-step methodology. The initial step required the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill and other intangible assets, of such reporting unit. If the fair value exceeds the carrying value, no impairment loss is recognized and the second step, which is a calculation of the impairment, is not performed. However, if the carrying value of the reporting unit exceeds its fair value, an impairment charge is recorded equal to the extent that the carrying amount of goodwill exceeds its implied fair value. As of the year ended December 31, 2008, the Company wrote off all of its goodwill primarily due to the worldwide economic downturn, particularly in the airline industry.

        The Company's indefinite-lived intangible assets are evaluated for impairment annually in its fourth fiscal quarter or more often if events or changes in circumstances indicate that the asset may be impaired. Such evaluation includes comparing the fair value of the asset with its carrying value. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment loss is recognized in an amount equal to the difference.

F-10

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets

        The Company reviews its property and equipment, definite-lived intangible assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining life of such assets. If these projected cash flows are less than the carrying amount, an impairment charge would be recognized, resulting in a write-down of assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets. Definite-lived intangible assets are generally amortized on a straight-line basis or using an accelerated method over the lesser of their contractual or estimated useful lives.

Restricted Cash

        Restricted cash primarily consists of deposits held to secure outstanding stand-by letters of credit issued by a financial institution on behalf of the Company predominately in favor of insurance companies as part of the Company's risk management program. While the existing letters of credit mature within the next 12 months, management believes it is likely that the letters of credit will be renewed, and thus classifies the deposits that collateralize these letters of credit as long-term in its consolidated balance sheets. To the extent management does not intend to renew the letter of credit, the related deposit is recorded as short-term.

Deposits and Other Assets

        Deposits and other assets primarily consist of long-term security deposits required under aircraft, engine, or building lease agreements, and unamortized deferred loan costs. As of December 31, 2009 and 2008, the Company had $32.2 million and $28.7 million, respectively, of long-term security deposits recorded on its consolidated balance sheets. The Company capitalizes incremental and direct costs associated with the issuance of debt. These costs include legal fees, due diligence fees, and other similar items. Deferred loan costs are amortized over the life of the related debt instrument and are classified as a noncurrent asset on the accompanying consolidated balance sheets. As of December 31, 2009 and 2008, the net book value of the Company's deferred loan costs was $16.6 million and $10.7 million, respectively. Amortization expense related to deferred loan costs for the years ended December 31, 2009, 2008, and 2007 was $7.7 million, $10.0 million, and $4.2 million, respectively. Such amortization is classified as interest expense in the accompanying consolidated statements of operations.

Income Taxes

        The Company accounts for income taxes under the asset and liability method. Under this method, the Company recognizes deferred income taxes based upon the tax effects of temporary differences between the financial statement and tax basis of assets and liabilities, as measured through the application of current enacted tax rates. When necessary, deferred income tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable. The Company must make significant estimates and assumptions about future taxable income and future tax consequences when determining the amount of the valuation allowance.

F-11

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

        The Company's income tax provisions are based on calculations, estimates, and assumptions that are subject to potential examination by the Internal Revenue Service (IRS) and other taxing authorities. Although the Company believes the positions taken on previously filed returns are reasonable, it has established tax and interest reserves in recognition that taxing authorities may challenge the positions it has taken, which could result in additional liabilities of both taxes and interest. The Company reviews and adjusts these reserves as circumstances warrant or as events occur that affect its potential liability, such as the lapsing of applicable statutes of limitations, conclusions of audits, a change based upon current calculations, identification of new issues, releases of administrative guidance or the rendering of a court decision affecting a particular issue. Any adjustment to the tax provision would be made in the period in which the facts that gave rise to the change become known.

        The Company adopted the provisions of ASC 450, Contingencies, on January 1, 2007. The Company developed and implemented a process, consistent with ASC 450 and ASC 740, Income Taxes, to ensure that uncertain tax positions are properly identified, recognized, and measured in the Company's financial statements. The Company adopted ASC 805, Business Combinations, effective January 1, 2009. As such, the total unrecognized income tax benefits as of December 31, 2008, if recognized in future periods, will be recorded through income tax expense and will impact the Company's effective tax rate.

Revenue Recognition

        Military revenues are comprised of revenues from the U.S. Government. Commercial revenues are comprised of full service charter revenues and ACMI revenues. Scheduled service revenues are comprised of revenues resulting from scheduled service. Other revenue is comprised of ACMI rebill revenue. Military revenues are recognized when air transportation services are provided on a per leg basis. Commercial revenue is initially recorded as unearned revenue at the time of sale, as the customer is generally required to pay in advance of the flight, and recognized as revenue when air transportation services are provided on a per leg basis. The majority of the Company's ACMI contracts are structured to include minimum guarantees of flight hours and related revenue. Military and commercial charter contracts generally include a fixed rate per gallon for fuel usage with a provision to partially or fully adjust the rate to the actual price per gallon paid by the Company. The contracted rate (per mile) and fuel prices (per gallon) are established by the military for a 12-month period beginning in October and ending in September of the next year. Fuel prices established by the military are adjusted from time to time for fluctuations in fuel price. The Company receives reimbursement from the military each month if the price of fuel paid by the Company to fuel vendors for military missions exceeds the fixed price. If the price of fuel paid by the Company to fuel vendors is less than the fixed price, the Company pays the difference to the military. A similar reconciliation is performed for certain charter contracts. These fuel adjustments are recorded as adjustments to the relevant revenue category for the period during which the corresponding air transportation is provided.

        In addition, under its ACMI agreements, customers lease the Company's aircraft inclusive of aircraft, crew, maintenance, and insurance costs. The customer reimburses the Company for other costs incurred by the Company to operate the flights, such as fuel and ground handling costs. The Company expenses these costs in its consolidated statements of operations, and records the reimbursement by the customer of the costs as other revenue.

F-12

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

1. Organization, Basis of Presentation, and Significant Accounting Policies (Continued)

        Scheduled service revenues are recognized when air transportation is provided. Customer flight deposits and unused passenger tickets sold are included in air traffic liability. Revenue from unused tickets is recognized upon the expiration of the ticket. The Company ceased all scheduled service during May 2008. There are no unused passenger tickets remaining as of December 31, 2009.

Passenger Taxes and Charges

        The Company collects as an agent, and remits to the respective taxing authority, various taxes and fees on the sale of tickets to customers, including but not limited to excise taxes and passenger facility charges. These taxes and fees are recorded as a liability until remitted to the respective taxing authority.

Post-Retirement Benefits Other Than Pensions

        World's retired cockpit crewmembers and eligible dependents are covered under a post-retirement health care and life insurance benefits plan until age 65. A small group of administrative retirees is also covered under a post-retirement health care and life insurance benefits plan for life. The Company funds the benefit costs on a "pay-as-you-go" basis.

Accounting for Stock-Based Compensation

        The Company recognizes the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. The Company uses a Black-Scholes pricing model to estimate the fair value of the awards. The resulting cost is recognized as compensation expense over the period during which an employee is required to provide service in exchange for the award, usually the vesting period.

2. ATA Impairment and Subsequent Bankruptcy

Asset Impairment

        The Company reviewed the long-lived assets of ATA to determine if they were impaired during the year ended December 31, 2008. An impairment charge of $91.2 million was recorded for ATA for the year ended December 31, 2008, which included the full impairment of ATA's intangible assets related to its military charter and codeshare agreement with Southwest Airlines Co., aircraft leasehold improvements, airframe, and engine overhauls and the value of two aircraft leased under capital leases. No impairment charges were recorded for ATA during the years ended December 31, 2009 or 2007.

Subsidiary Chapter 11 Filing

        On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Indiana. On April 3, 2008, ATA discontinued all business operations, terminated the majority of its employees and began conducting an orderly liquidation of its assets. Management believes the primary factor contributing to ATA's decision to commence the ATA Chapter 11 proceeding was the termination by Federal Express Corporation (FedEx) of the contract with FedEx that directly supported Air Mobility Command's (AMC) U.S. military personnel transportation requirements. Management believes the contract cancellation made it impossible for ATA to obtain additional capital to sustain its operations or restructure its business. On December 12,

F-13

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. ATA Impairment and Subsequent Bankruptcy (Continued)

2008, ATA filed its Chapter 11 Plan and Disclosure Statement in support of its Chapter 11 plan. The plan was approved on March 25, 2009, with an effective date of March 31, 2009. All aircraft previously leased by ATA and used in connection with ATA's business have been returned to the respective lessors of the aircraft. As of December 31, 2009, ATA had wound down the majority of its existing estate.

        As a result of the bankruptcy filing, beginning on April 3, 2008, Global ceased consolidating the results of operations and financial position of ATA in its consolidated financial statements. As of that date, Global adopted the cost method of accounting for ATA. As of April 3, 2008, Global's net investment in ATA under the cost method was $17.8 million. Global determined that its investment in ATA was fully impaired as of April 3, 2008, and recorded an impairment charge of $17.8 million for the year ended December 31, 2008, which is included in "asset impairment and aircraft retirements" in the Company's consolidated statement of operations. During the year ended December 31, 2009, the Company recorded a gain on this investment of $58.1 million for $52.5 million of cash received from the ATA estate and $5.6 million due to the consolidation of the ATA estate trust. Of the cash received, $51.0 million and $1.5 million were used to pay down debt during the year ended December 31, 2009 and in the first quarter of 2010, respectively (See Note 5).

        On June 11, 2008, the ATA bankruptcy estate filed suit in the Federal District Court of Indiana against FedEx. On February 17, 2010, ATA served its Second Amended Statement of Special Damages estimating its total damages to be $94.0 million. This estimate is based on lost military profits arising from the FedEx contract, and losses associated with ATA's acquisition of DC-10 aircraft in order to fulfill its obligations under the FedEx contract. FedEx has filed a counterclaim against ATA for breach of contract and seeks damages in excess of $75,000. No amounts, receivable or payable, have been accrued within the Company's accompanying consolidated financial statements for any potential damages.

        The FedEx litigation is scheduled for trial in August 2010. The outcome of this litigation is pending and cannot be predicted as it is dependent upon many factors beyond the Company's control. Pursuant to ATA's Chapter 11 Plan approved by the U.S. Bankruptcy Court, 85% of any damages recovered by ATA from FedEx in the FedEx litigation will be retained by the ATA estate and subsequently distributed to the Company, and 15% must be used to pay former ATA employees and creditor beneficiaries of ATA.

        As discussed in Note 5, during 2009, the Company restructured its senior secured debt, and as a result became the primary beneficiary of the ATA bankruptcy estate. As a result, the Company recorded the estimated fair value of $5.6 million in other assets, primarily comprised of cash, with a corresponding net gain on consolidation, for its primary beneficial interest in the ATA bankruptcy estate.

F-14

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. ATA Impairment and Subsequent Bankruptcy (Continued)

        Below is the unaudited balance sheet of ATA as of April 2, 2008 (in thousands):

Assets
Current assets:
	Cash and cash equivalents	$	26,084
	Receivables, net of allowance for doubtful accounts—$1,559		109,929
	Inventories, net		28,671
	Prepaid expenses and other current assets		23,181
Total current assets			187,865
Property and equipment:
	Flight equipment		29,031
	Facilities and ground equipment		22,680
			51,711
Accumulated depreciation			(17,162	)
Net property and equipment			34,549
Intangible assets, net of amortization—$2,846			1,928
Restricted cash			11,763
Deposits and other assets			14,715
Total assets		$	250,820
Liabilities and stockholders' deficit
Current liabilities:
	Current maturities of long-term debt	$	1,359
	Notes payable (Intercompany)		291,183
	Accounts payable		15,699
	Air traffic liabilities		104,212
	Accrued compensation and benefits		24,936
	Accrued flight expenses		20,761
	Other accrued expenses and current liabilities		41,347
Total current liabilities			499,497
Long-term debt, less current maturities			7,197
Other deferred liabilities			16,920
Commitments and contingencies			—
Stockholders' deficit:
	Common stock, $.0001 par value		1
	Additional paid-in capital		2,494
	Accumulated deficit		(275,289	)
Total stockholders' deficit			(272,794	)
Total liabilities and stockholders' deficit		$	250,820

F-15

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

2. ATA Impairment and Subsequent Bankruptcy (Continued)

Aircraft Leases

        ATA's voluntary filing for bankruptcy protection triggered cross-defaults in certain of World's and North American's aircraft and engine leases. World and North American negotiated amendments, waivers, and/or forbearance agreements with the lessors with respect to these cross-defaults.

        In addition, Global guaranteed ATA's obligations as lessee in connection with a number of ATA's aircraft leases. Global has been subject to claims made by lessors of ATA's aircraft leases, all but one of which have been settled. Consequently, $31.2 million is reflected in "general and administrative" on the consolidated statement of operations for the year ended December 31, 2008. On February 6, 2009, the Company entered into settlements with certain lessors in connection with Global's parent guarantee of certain ATA aircraft leases. In addition to the cash settlements on such date, the Company entered into $15.5 million in Promissory Notes for the remaining balance. These are classified as debt in the Company's consolidated balance sheet as of December 31, 2009, and as other liabilities as of December 31, 2008, as the Company had not yet entered into the Promissory Notes.

        On February 9, 2009, Wilmington Trust Company, in its capacity as the trustee lessor to a 15-year lease agreement entered into by ATA on February 28, 2006, brought an action in the New York Supreme Court Commercial Division to enforce the guaranty provided by Global guaranteeing the performance of ATA under that lease. The plaintiff is seeking damages of approximately $0.3 million plus interest on the lease and up to $35.0 million less either (i) the present discounted value of the aggregate fair market rental value for the remainder of the lease term or (ii) the fair market sale value of the aircraft. The outcome of the litigation is pending and cannot be predicted as it is dependent upon many factors beyond the Company's control. The Company has accrued its best estimate for this unsettled claim, which is classified as an other current liability as of December 31, 2009 and 2008.

        On August 8, 2008, the Company entered into a definitive settlement agreement with one of the lessors under which, among other things, World leased an additional DC-10 aircraft, purchased certain DC-10 airframes and committed to a restructured engine maintenance agreement that requires a monthly fee per engine flight hour for DC-10 engines in exchange for major overhaul, spares, and maintenance of these engines. The aforementioned leased DC-10 was damaged and retired during the year ended December 31, 2009 (See Note 15).

3. World Air Holdings Acquisition

        On August 14, 2007, the Company acquired World Air Holdings and its wholly owned subsidiaries, World, North American, World Airways Parts Company, LLC, and World Risk Solutions, for approximately $313.3 million in cash, which was funded by the Amended Term Loan (See Note 5). In addition, the Company incurred approximately $10.2 million of costs directly related to the acquisition, consisting primarily of financial advisory, legal, and accounting fees, which were capitalized as part of the purchase price.

F-16

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

3. World Air Holdings Acquisition (Continued)

        The acquisition of World Air Holdings was accounted for using the purchase method of accounting. The following summarizes the total purchase price for World Air Holdings (in thousands):

Cash consideration	$	313,315
Direct acquisition costs		10,170
	$	323,485

        The total purchase price was allocated to World Air Holdings' net tangible and identifiable intangible assets based upon their estimated fair values as of the date of the acquisition with any amount paid in excess of the fair values of the net assets recorded as goodwill. The Company assigned fair values to inventories, property and equipment, maintenance reserve deposits with lessors, lease contracts, military contract intangibles, other intangibles, other assets and other liabilities.

        The purchase price allocation was as follows (in thousands):

		Fair Value of Assets Acquired and Liabilities Assumed
Cash and cash equivalents		$	39,646
Current deferred tax assets			7,495
Other current assets			113,786
Property and equipment, net			67,542
Deposits and other assets			92,492
Long-term deferred tax assets			29,016
Intangible assets acquired:
	Military contracts		252,182
	Customer relationships		15,409
	Other intangibles		5,130
	Goodwill		8,895
Total assets acquired			631,593
Liabilities assumed:
	Current liabilities		(144,357	)
	Deferred tax liabilities		(148,539	)
	Other long-term liabilities		(15,212	)
Net assets acquired		$	323,485

F-17

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

3. World Air Holdings Acquisition (Continued)

        Supplemental unaudited pro forma information reflecting the acquisition of World Air Holdings as if it had occurred on January 1, 2007, is as follows (in thousands, except per share amounts):

	Year Ended December 31, 2007
Total operating revenues	$	1,729,409
Net loss		(121,993	)
Preferred stock dividends		(29,900	)
Loss available to common stockholders		(151,433	)
Weighted-average shares outstanding—basic and diluted		11,102
Loss available to common stockholders per share—basic and diluted		(13,640	)

        The above pro forma results include adjustments for the amortization of intangibles recorded in purchase accounting and adjustments for net additional interest expense to reflect the impact of the extinguishment of debt and issuance of new debt related to the purchase of World Air Holdings. In addition, the pro forma results reflect the application of the Company's policy to capitalize and amortize heavy maintenance activities to the preacquisition results of World Air Holdings.

4. Goodwill and Intangible Assets

        The Company has identifiable intangible assets that consist of its contracts with the U.S. Government to carry military personnel, its trade names, charter and cargo customer relationships, and operating certificates. Definite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the relevant assets. The Company recorded $29.3 million, $28.8 million, and $16.7 million of amortization expense for the years ended December 31, 2009, 2008, and 2007, respectively, for its definite-lived intangible assets.

        Indefinite-lived assets are not amortized, but instead are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired. During the year ended December 31, 2008, due to the worldwide economic downturn, particularly in the airline industry, the Company prepared an assessment and determined that all of its goodwill was impaired. Consequently, the Company recorded a charge of $8.9 million to write off all of its goodwill during 2008. In addition, the Company recorded $6.6 million and $1.8 million of impairment expense in the years ended December 31, 2008, and 2007, respectively, on its cargo customer relationships for World. The Company expects to record amortization expense of $25.2 million per year in each of the next five years.

F-18

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

4. Goodwill and Intangible Assets (Continued)

        The following table presents information about the Company's intangible assets.

			As of December 31, 2009				As of December 31, 2008
		Asset Life	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
			(In Thousands)
Amortized intangible assets:
	Military contracts	10 years	$	252,182	$	59,894	$	252,182	$	34,675
	Customer relationships	10 years		6,992		6,992		6,992		2,884
	Trade names	1 year		1,130		1,130		1,130		1,130
		10 years	$	260,304	$	68,016	$	260,304	$	38,689
Unamortized intangible assets:
	FAA operating certificates		$	4,000			$	4,000

        Accumulated amortization in the above table includes an impairment charge for World's cargo customer relationship intangible asset in the year ended December 31, 2008.

        The following table presents information about the Company's goodwill as follows:

		World			North American			Consolidated
		(In Thousands)
Gross goodwill at January 1, 2008		$	6,492		$	2,403		$	8,895
Impairment recognized at December 31, 2008			(6,492	)		(2,403	)		(8,895	)
		$	—		$	—		$	—
Balances at December 31, 2008 and 2009:
	Gross goodwill	$	6,492		$	2,403		$	8,895
	Accumulated impairment		(6,492	)		(2,403	)		(8,895	)
		$	—		$	—		$	—

F-19

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

5. Long-Term Debt

        The Company's debt, including debt from affiliates, consisted of the following and approximates its fair value (in thousands):

	December 31
	2009			2008
First Lien Notes, 14% interest, net of discount of $9.1 million	$	165,873		$	—
New Second Lien Loan, 12% interest plus 6% payment-in-kind (PIK) interest, net of discount of $13.8 million		59,741			—
Amended Term Loan, variable PIK rate of LIBOR plus a margin		—			371,682
Note with MatlinPatterson, variable rate of LIBOR plus a margin		—			7,597
Promissory Notes with certain lessors, 8% interest		9,314			—
Capital lease, 6% interest		600			—
Total debt		235,528			379,279
Less current maturities of long-term debt		(24,400	)		(57,597	)
Total long-term debt	$	211,128		$	321,682

        To fund the acquisition of World Air Holdings, the Company entered into a $340 million senior secured PIK Amended Term Loan agreement with JPMorgan and an affiliate of Jefferies on August 14, 2007. The lenders under the Amended Term Loan received immediately exercisable warrants to purchase approximately 2,300 shares of the Company's common stock with an exercise price of $10 per share. The Company allocated $31.7 million of the proceeds received to the fair value of the warrants issued with the offset being a discount on the Amended Term Loan on its consolidated balance sheet. The discount was accreted to interest expense over the stated term of the debt, with the remaining balance subsequently written off when the debt was refinanced during the year ended December 31, 2009.

        In June 2009, the Company entered into a series of transactions in order to refinance the Amended Term Loan. The Company purchased the full amount of the debt held by JPMorgan under the Amended Term Loan at a discount to par. Next, the Company cancelled $107.5 million of principal and $5.1 million of accrued interest related to the JPMorgan portion of the Amended Term Loan. The Company assigned the remaining debt balance to Jefferies Funding LLC and Jefferies Leveraged Credit Products LLC, which funded the purchase, along with the Company's funding of $33.7 million in cash. As a result of the Amended Term Loan being purchased at a discount in June 2009 and the cancellation of the debt and accrued interest together with certain of the transaction fees and expenses, the Company recorded a net gain of $85.3 million, comprised of a $121.7 million reduction of principal and accrued interest offset by a $9.1 million trading fee, $7.9 million of existing deferred financing costs and $19.4 million of existing debt issuance discount. After this transaction, affiliates of Jefferies held 100% of the Amended Term Loan as of June 30, 2009.

        Next, on August 13, 2009, the Company completed an offering raising $175.0 million of 14% Senior Secured First Lien Notes due 2013 (First Lien Notes). The First Lien Notes included the following key provisions: a four-year final maturity, a 14% annual cash interest rate payable semiannually, a required semiannual offer to the noteholders to prepay $10.0 million of principal ($6.0 million for December 31, 2009) and a minimum consolidated net cash flow covenant. The First Lien Notes are secured by a first priority lien on substantially all of the Company's tangible and intangible assets. Concurrent with the

F-20

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

5. Long-Term Debt (Continued)

closing of the First Lien Notes, the Company entered into a $64.1 million secured Second Lien Loan (Second Lien Loan). The Second Lien Loan, held by an affiliate of Jefferies, was scheduled to mature in August 2014 and included terms that incented the Company to refinance the Second Lien Loan by September 30, 2009. The Company recorded approximately $15.3 million in capitalized transaction fees in connection with the First Lien Notes and Second Lien Loan. The First Lien Notes were recorded net of a $10.1 million discount. Ultimately, on August 13, 2009, the Company used the net proceeds of the First Lien Notes, Second Lien Loan, and $17.1 million of cash on hand to cancel all outstanding commitments on the Amended Term Loan and to pay related fees and expenses.

        Finally, the Company refinanced the Second Lien Loan with a new holder on September 29, 2009. The $72.5 million New Second Lien Loan matures in September 2014 and contains a 12% cash pay and 6% PIK interest component. The New Second Lien Loan was recorded net of a $7.5 million discount. In addition, the Company issued 8,380 detachable penny warrants that were immediately converted into common stock. These penny warrants were issued to the holder of the New Second Lien Loan and were recorded as a $7.1 million discount against the New Second Lien Loan, for a total discount recorded of $14.6 million. The $7.1 million discount was calculated based on the relative fair value of the warrants to the fair value of the debt issued. The Company wrote off $3.5 million in capitalized financing costs associated with the original Second Lien Loan. The Company incurred approximately $5.5 million in capitalized transaction fees.

        The Company classifies the portion of its debt which it expects to pay down within the following 12 months as short-term debt. Future debt principal payments on long-term debt are estimated to be $24.4 million for the next 12 months subsequent to the December 31, 2009 balance sheet date. As of December 31, 2009, the Company is in compliance with its debt covenants.

        On February 6, 2009, the Company entered into settlements with certain lessors in connection with the guarantee of certain ATA aircraft leases. In addition to the cash settlements on such date, the Company entered into $15.5 million in Promissory Notes for the remaining balance.

        On February 6, 2009, New ATA Investment and MatlinPatterson ATA Holdings LLC completed a non-cash conversion of a $7.0 million Note with MatlinPatterson plus PIK interest into 548,558 shares of Series A Convertible Cumulative Preferred Stock issued by the Company at $14.00 per share. In addition, the Company's majority stockholder invested $20.0 million of cash in the Company in exchange for 1,428,571 shares of the Company's Series A Convertible Cumulative Preferred Stock (See Note 10).

F-21

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

5. Long-Term Debt (Continued)

        The five-year debt payout below includes PIK interest.

	Payments Currently Scheduled
	2010		2011		2012		2013		2014		After 2014
	(In Thousands)
Principal payments on current and long-term debt	$	24,400	$	22,621	$	20,405	$	117,540	$	72,500	$	—
Payment-in-kind interest payments		—		—		—		—		22,464		—
Current and long-term debt	$	24,400	$	22,621	$	20,405	$	117,540	$	94,964	$	—

6. Lease Obligations

        The Company leases aircraft and aircraft engines, office buildings, other ground facilities, including terminal space and maintenance facilities, and ground equipment. All of the Company's aircraft leases are classified as operating leases. Total rental expense for operating leases, both aircraft and other, charged to operations for the years ended December 31, 2009, 2008, and 2007 was $164.3 million, $159.7 million, and $139.1 million, respectively. While the majority of the leases do not include provisions for escalating or lowering payments, for the leases which do contain such provisions, the Company records the related lease expense on a straight-line basis over the lease term. The amortization of the Company's assets recorded under capital leases is included in depreciation expense on the Company's consolidated statements of operations.

        As of December 31, 2009, future minimum lease payments under noncancelable operating agreements were as follows:

	Operating Leases
	Aircraft*		Non-Aircraft		Total
	(In Thousands)
2010	$	142,240	$	3,158	$	145,398
2011		125,300		3,373		128,673
2012		100,147		3,358		103,505
2013		80,762		3,222		83,984
2014		37,465		2,686		40,151
Thereafter		70,699		8,778		79,477
Total minimum lease payments	$	556,613	$	24,575	$	581,188

*

Aircraft includes airframes and engines

7. Employee Benefit Plans

        World's Crewmembers Target Benefit Plan is a defined contribution plan covering cockpit crewmembers with contributions based upon wages, as defined. It is a tax-qualified retirement plan under Section 401(a) of the Code. The Company's expense for its contribution to this plan totaled $4.4 million

F-22

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

7. Employee Benefit Plans (Continued)

for each of the years ended December 31, 2009 and 2008, and $1.3 million from the Acquisition Date through December 31, 2007.

        World also sponsors a Crewmembers Deferred Income Plan, which is a tax-qualified retirement plan under Section 401(k) of the Code. Under this plan, cockpit crewmembers may elect to invest salary deferrals of up to 60% of their salaries, not to exceed the IRS annual limit of $16,500, in selected investment funds. World does not make any contributions to this plan.

        World's flight attendants participate in a pension plan maintained by the International Brotherhood of Teamsters (the IBT). This plan is a multi-employer plan subject to the funding and other provisions of the Pension Protection Act of 2006. Contributions made to the IBT by the Company on behalf of the flight attendants totaled $1.3 million, $1.2 million, and $0.5 million, respectively, for the years ended December 31, 2009 and 2008, and from the Acquisition Date through December 31, 2007, respectively.

        Under Global Aviation Holdings' and World's 401(k) plan for administrative personnel, employees may elect to invest salary deferrals of up to 60% of their salaries, not to exceed the IRS annual limit of $16,500, in selected investment funds. This plan is a tax-qualified retirement plan under Section 401(k) of the Code. Global Aviation Holdings and World contribute matching funds equal to 50% of participants' voluntary deferrals up to 10% of their salary. Global Aviation Holdings and World combined expenses for their contributions to this plan were $0.7 million for each of the years ended December 31, 2009 and 2008, and $0.1 million from the Acquisition Date through December 31, 2007.

        North American provides a tax-qualified 401(k) employee savings plan for the benefit of substantially all of its employees. Under this plan, employees may contribute 80% of their salaries, up to the IRS annual limit of $16,500. For IBT members, North American matches employees' contributions 100% up to the first 4% of contributions. For non-IBT members, North American matches employees' contributions 100% up to 6% of contributions. North American also has the option to make additional profit-sharing contributions. Total contribution expense for matching of elective deferrals was $1.3 million, $1.1 million, and $0.3 million for the years ended December 31, 2009, and 2008, and for the period from the Acquisition Date through December 31, 2007, respectively. There were no optional additional profit sharing contributions made in the periods ended December 31, 2009, 2008, or 2007.

        World has a profit-sharing bonus plan for its cockpit crewmembers and flight attendants pursuant to agreements with the unions representing the two groups. This plan is not a tax-qualified plan under the Code. Distributions are equal to 20% of net earnings, as defined, subject to an annual limitation of 10% of the total annual aggregate compensation of World's employees participating in the plan in that year. The Company recorded no expense in either of the years ended December 31, 2009 or 2008; however expensed $0.6 million in the period from the Acquisition Date through December 31, 2007.

        Global Aviation Holdings, World and North American have a short-term incentive plan for management, administrative, and operations personnel. The Company expensed $4.9 million, $7.6 million, and $0.7 million for these plans for the years ended December 31, 2009, 2008, and from the Acquisition Date through December 31, 2007, respectively.

        World's cockpit crewmembers and eligible dependents are covered under a post-retirement health care and life insurance benefits plan until age 65. A small group of administrative retirees are also covered under a post-retirement health care and life insurance benefits plan for life. World accrues for the cost of

F-23

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

7. Employee Benefit Plans (Continued)

post-retirement health and life insurance benefits. World funds the benefit costs on a "pay-as-you-go" basis.

        A summary of the net periodic post-retirement benefit costs as of December 31 is as follows (in thousands):

	2009		2008		2007
Service cost	$	1,039	$	828	$	2,888
Interest cost on accumulated post-retirement benefit obligation		541		545		170
Net periodic post-retirement benefit cost	$	1,580	$	1,373	$	3,058

        The reconciliation of the accumulated post-retirement benefit obligation as of December 31 is as follows (in thousands):

	2009			2008			2007
Accumulated post-retirement benefit obligation, as of beginning of year or upon acquisition	$	9,869		$	9,065		$	8,375
Service cost		1,039			828			288
Interest cost		541			545			170
Benefits paid		(211	)		(418	)		(65	)
Actuarial loss (gain)		(450	)		(186	)		287
Plan participants contributions		31			35			10
Accumulated post-retirement benefit obligation, end of year	$	10,819		$	9,869		$	9,065

        The reconciliation of the accrued post-retirement benefits as of December 31 is as follows (in thousands):

	2009			2008			2007
Unfunded status	$	10,819		$	9,869		$	9,065
Unrecognized net gain (loss)		(349	)		101			287
Accumulated other comprehensive gain (loss)		349			(101	)		(287	)
Accrued post-retirement benefits included in liabilities	$	10,819		$	9,869		$	9,065

        The discount rate used to measure the accumulated post-retirement benefit obligation for 2009 was 5.71%. The discount rate used to determine the benefit cost was 6.25%. The medical cost trend rate in 2009 was 7.2%, trending down to an ultimate rate in 2078 and beyond of 4.8%.

        The Company expects to contribute the following amounts to the post-retirement health care benefit plan in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter. Benefit

F-24

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

7. Employee Benefit Plans (Continued)

payments, which reflect expected future service, are based on assumptions about future events. Actual benefit payments may vary significantly from the estimates listed below (in thousands):

2010	$	422
2011		449
2012		493
2013		585
2014		668
2015 through 2019		4,220
Total	$	6,837

        The effect of a one percentage point increase or decrease in the assumed health care cost trend rate on the total service and interest cost components of the 2009 periodic post-retirement health care benefit costs approximates $0.2 million with an approximately $1.1 million estimated effect on the accumulated post-retirement benefit obligations for health care benefits as of December 31, 2009.

8. Income Taxes

        The Company recorded income tax (benefit) expense of ($43.8) million, $5.7 million and ($13.0) million for the years ended December 31, 2009, 2008, and 2007, respectively. The components of the income tax (benefit) expense are as follows:

	Current			Deferred			Total
	(In Thousands)
Year ended December 31, 2009
U.S. federal	$	(6,158	)	$	(35,612	)	$	(41,770	)
State and local		69			(2,135	)		(2,066	)
	$	(6,089	)	$	(37,747	)	$	(43,836	)
Year ended December 31, 2008
U.S. federal	$	692		$	6,938		$	7,630
State and local		2,646			(4,585	)		(1,939	)
	$	3,338		$	2,353		$	5,691
Year ended December 31, 2007
U.S. federal	$	175		$	(14,563	)	$	(14,388	)
State and local		1,277			(179	)		1,098
Foreign		294			—			294
	$	1,746		$	(14,742	)	$	(12,996	)

F-25

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

        Income tax (benefit) expense for the Company differed from the United States federal statutory income tax rate of 35% due to the following:

	December 31
	2009			2008			2007
	(In Thousands)
Federal income tax (benefit) expense at statutory rate	$	34,343		$	(63,646	)	$	(28,932	)
State income tax benefit, net of federal		(6,128	)		(6,032	)		(2,490	)
Nondeductible expenses		1,492			2,347			9
Valuation allowance		3,454			6,924			17,837
Worthless stock loss from disposition of ATA		(56,176	)		—			—
Write-off of ATA intercompany accounts		(43,849	)		—			—
Net tax effect of deconsolidated ATA		31,638			65,887			—
Impact of IRS settlement		(5,323	)		—			—
Change in carrying rate of deferreds		(2,112	)		—			—
Other, net		(1,175	)		211			580
Income tax (benefit) expense	$	(43,836	)	$	5,691		$	(12,996	)

F-26

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

        The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:

		December 31
		2009			2008
		(In Thousands)
Deferred tax assets:
	NOL carryforwards	$	99,173		$	23,944
	Capital loss carryforwards		—			—
	Alternative minimum tax credit		2,789			2,789
	Capital/operating lease		—			—
	Aircraft deposits		—			—
	Vacation pay accrual		2,063			1,922
	Accrued post-retirement benefit obligation		3,710			3,580
	Lease guaranty reserve		2,529			12,137
	Profit sharing and compensated absences		1,741			2,994
	Deferred rent expense		2,602			871
	Basis difference in subsidiary		907			6,924
	Workers' compensation		330			240
	Allowance for inventory obsolescence		3,665			2,152
	Stock-based compensation		3,846			446
	Debt financing costs		40			5,198
	Accrued insurance claims		—			—
	Insurance loss reserves		591			330
Other deductible temporary differences			4,381			2,228
Total gross deferred tax assets			128,367			65,755
Valuation allowance			(13,167	)		(9,713	)
Net deferred tax assets			115,200			56,042
Deferred tax liabilities:
	Cancellation of debt income deferral		(29,857	)		—
	Property and equipment		(77,953	)		(71,738	)
	Intangible assets		(71,604	)		(83,637	)
	Other taxable temporary differences		(194	)		(110	)
Total gross deferred tax liabilities			(179,608	)		(155,485	)
Net deferred tax liability		$	(64,408	)	$	(99,443	)

        Included in the $35,035 decrease in net deferred tax liabilities from December 31, 2008 to December 31, 2009 is an increase of $2,712 primarily for the tax effect of the accounting method change under ASC 840-10.

        On April 2, 2008, ATA filed a voluntary petition for bankruptcy protection. As a result of the bankruptcy filling, the Company changed its financial accounting for ATA from a consolidated subsidiary to a cost method investment (See Note 2), and subsequently recorded a valuation allowance against a

F-27

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

portion of ATA's deferred tax assets, including its net operating losses, resulting in $65.9 million of income tax expense during the year ended December 31, 2008. In addition, the Company recorded a $17.8 million impairment charge for the full investment in ATA. The realization of the potential tax benefit related to the impairment charge was uncertain at the time. Thus, a valuation allowance of $6.9 million was established against this deferred tax asset.

        The Company determined that as of December 31, 2009 a worthless stock loss deduction was available for the tax basis of the ATA stock in the amount of $116.7 million. Additionally in 2009, the Company recognized a gain on its investment in ATA for payments made by the ATA bankruptcy estate to creditors of the Company. This financial reporting gain is not recognized as a gain for tax purposes. The cumulative difference of $160.5 million related to these items increased the Company's tax benefit by $56.2 million. In addition, due to the stock cancellation, the Company was entitled to a bad debt write-off of $125.3 million for the unpaid balance on the intercompany loans the parent and subsidiaries made to ATA, which increased the tax benefit by $43.8 million. The stock cancellation resulted in ATA realizing $125.3 million in cancellation of indebtedness income (COD) on the intercompany loans from the parent and subsidiaries. The ATA COD was offset by $34.9 million in expenses at ATA, resulting in a total of $90.4 million of taxable income to the Company from its ATA deconsolidated operations which ended March 31, 2009, which reduced the Company's tax benefit by $31.6 million. As of December 31, 2009, the Company deconsolidated ATA's operations for tax purposes. Consequently, a substantial portion of ATA's tax attributes, which include its net operating losses, will not be available to the Company in the future.

        In June 2009, the Company refinanced the Amended Term Loan and realized $85.3 million in COD income. See Note 5 to the audited consolidated financial statements included elsewhere in this prospectus. Under the provisions of the American Recovery and Reinvestment Act of 2009, the Company is eligible to make an election to defer this income until 2014 and include it ratably over the ensuing four years. The Company elected to defer this income and, accordingly, has booked a deferred tax liability of $29.9 million in 2009.

        The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income including the reversals of deferred tax liabilities during the periods in which these temporary differences giving rise to deferred tax assets will become deductible. The Company's management assessed whether its deferred tax assets could be realized and, as a result, the Company established a valuation allowance for the portion of its deferred tax assets that it has determined are not more-likely-than-not to be realized. The current valuation allowance reflects an increase from December 31, 2008 of $3.5 million.

        The availability of net operating loss (NOL) carryforwards and alternative minimum tax (AMT) credit carryforwards to reduce the Company's future federal income tax liability is subject to limitations under Internal Revenue Code Section 382 (Section 382). Generally, these limitations restrict the availability of NOL carryforwards upon the occurrence of certain changes in stock ownership by stockholders who own at least five percent of the Company's outstanding stock which, in aggregate, exceed 50% in value in a three-year period (Ownership Change). At the Acquisition Date, World Air Holdings experienced an Ownership Change which subjected its NOL carryforwards to the Section 382 limitation. However, these NOL carryforwards were previously limited under Section 382 due to a prior Ownership Change that occurred in 2000. The annual limitation related to the most recent Ownership Change is significantly larger than the limitation that resulted from the Ownership Change in 2000. Accordingly, the Company does not expect the prior NOL and AMT carry-forwards to be subject to a further limitation. As of December 31, 2009, the Company had approximately $253.5 million of NOL carryforwards. If not utilized, the Company's NOL carryforwards will begin to expire in 2028.

F-28

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

        The Company adopted the provisions of ASC 450, Contingencies, on January 1, 2007. The Company developed and implemented a process, consistent with ASC 450 and ASC 740, Income Taxes, to ensure that uncertain tax positions are properly identified recognized and measured in its financial statements. Based on all known facts, circumstances, and current tax law, the Company did not establish a liability for uncertain tax positions as of January 1, 2007. The Company is currently not under examination by any authority. The liability related to unrecognized tax benefits, including accrued penalties and interest, net of indirect tax benefits, totaled $3.7 million as of the Acquisition Date. The Company's accrual for unrecognized tax benefits increased by $0.5 million, $0.2 million, and $0.1 million as of December 31, 2009, 2008 and 2007, respectively.

        A reconciliation of the beginning and ending amount of total gross unrecognized tax benefits, excluding penalties and interest, is as follows (in thousands):

		2009			2008			2007
Beginning balance at January 1		$	4,048		$	3,844		$	—
	Additions related to current year acquisitions		—			—			3,745
	Additions based on tax positions in current year		248			17			99
	Additions for tax positions of prior years		374			314			—
	Reductions for tax positions of prior years		(125	)		(127	)		—
Ending balance at December 31		$	4,545		$	4,048		$	3,844

        In 2009, the Company also received a $5.3 million IRS refund from a claim for tax year 2004-2005, which was recorded as a current tax benefit in 2009.

        The Company, including its domestic subsidiaries and cost method investment in ATA through December 31, 2009, files a consolidated federal income tax return and certain consolidated and separate company state income tax returns. For years prior to 2005, the Company is generally not subject to income tax examinations in the jurisdictions in which it files income tax returns, except as noted below. The IRS examination of North American's federal income tax returns for the pre-acquisition years of 2003-2005 was settled in 2009. The settlement resulted in a $1.0 million refund for the 2003 tax year and was recorded as a current tax benefit. It was partially offset by a $0.7 million settlement paid in 2009 by the Company to a previous owner under a purchase indemnity agreement. The indemnity settlement was reflected in the consolidated statement of operations.

        In 2010, the Company anticipates filing an NOL carryback claim of the 2009 NOL to recover taxes previously paid in 2005 by World. As a result, the statute of limitations for federal and state income tax purposes will remain open for the 2005-2009 tax years, with 2005 limited to the amount of the NOL. The Company does not believe that any of its unrecognized tax positions will be recognized within the next twelve months.

        The Company recognizes accrued interest and penalties related to uncertain tax positions in its provision for income taxes. Interest and penalties, before federal and state indirect tax benefits, recorded during 2009 related to uncertain tax positions totaled $0.1 million, resulting in a total accrual of interest and penalties, before federal and state indirect tax benefits, of $2.3 million as of December 31, 2009. Interest and penalties, before federal and state indirect tax benefits, recorded during 2008 related to

F-29

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

8. Income Taxes (Continued)

uncertain tax positions totaled $0.7 million, resulting in a total accrual of interest and penalties, before federal and state indirect tax benefits, of $2.2 million as of December 31, 2008. Interest and penalties, before federal and state indirect tax benefits, recorded during 2007 related to uncertain tax positions totaled $0.2 million, resulting in a total accrual of interest and penalties, before federal and state indirect tax benefits, of $1.5 million as of December 31, 2007.

9. Segment Reporting

        As of December 31, 2009 and 2008, the Company had two reportable segments: World and North American. World provides long-range passenger and cargo charter and wet-lease air transportation serving the U.S. Government, international freight and passenger airlines, tour operators, and customers requiring specialized aircraft services. North American provides passenger charter and wet-lease air transportation serving the U.S. Government, tour operators, and other airlines. The Company operates and manages World and North American as distinct operating segments, and prepares separate financial statements for each that are reviewed by senior management at the Company, as well as the chief operating officer and other management at the relevant operating company level. The Company evaluates performance and allocates resources based on profit or loss by segment performance and by operations. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment sales are recorded at the Company's cost; there is no intercompany profit or loss on intersegment sales. For the periods prior to April 2, 2008, the Company had three reportable segments: ATA, World and North American. Selected available financial data is set forth below. World and North American results have been included from the Acquisition Date. The "All Other" information provided represents the Company's non-reportable operating segments. Consolidating adjustments have been provided in order to eliminate intercompany and investment in subsidiary related transactions in "All Other".

	Year Ended December 31, 2009
	World			North American			All Other			Consolidated Total
	(In Thousands)
Revenues from external customers	$	657,703		$	384,882		$	—		$	1,042,585
Intersegment revenues		248			546			23,748			24,542
Depreciation and amortization		49,308			21,574			210			71,092
Asset impairment and aircraft retirements		4,711			—			1,005			5,716
Total operating expenses		692,706			338,991			(214	)		1,031,483
Operating income (loss)		(35,003	)		45,891			214			11,102
Interest income		3,494			1,246			24			4,764
Interest expense		(35,093	)		(17,590	)		(6,017	)		(58,700	)
Gain on investment		—			—			58,122			58,122
Gain on debt extinguishment		—			—			85,305			85,305
Income tax (benefit) expense		(29,402	)		8,589			(23,023	)		(43,836	)
Intangible asset, net		116,467			79,821			—			196,288
Net property and equipment		91,661			32,882			1,983			126,526

F-30

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

9. Segment Reporting (Continued)

	Year Ended December 31, 2008
	ATA			World			North American			All Other			Consolidated Total
	(In Thousands)
Revenues from external customers	$	187,269		$	794,893		$	465,768		$	—		$	1,447,930
Intersegment revenues		120			811			1,948			32,966			35,845
Depreciation and amortization		9,163			39,956			15,828			31			64,978
Asset impairment and aircraft retirements		91,235			10,716			25,942			(3,373	)		124,520
Total operating expenses		319,025			803,323			431,289			30,353			1,583,990
Operating income (loss)		(131,756	)		(8,430	)		34,479			(30,353	)		(136,060	)
Interest income		906			3,631			2,010			521			7,068
Interest expense		(1,594	)		(32,733	)		(18,409	)		(6,068	)		(58,804	)
Income tax (benefit) expense		—			(2,474	)		22,111			(13,946	)		5,691
Intangible assets, net		—			135,210			90,405			—			225,615
Net property and equipment		—			100,566			19,257			702			120,525

	Year Ended December 31, 2007
	ATA			World			North American			All Other			Consolidated Total
	(In Thousands)
Revenues from external customers	$	736,619		$	274,444		$	143,540		$	7		$	1,154,610
Intersegment revenues		361			18			1,199			10,189			11,767
Depreciation and amortization		26,766			12,016			5,014			18			43,814
Asset impairment and aircraft retirements		5,333			1,828			—			—			7,161
Total operating expenses		811,027			260,539			133,975			4,262			1,209,803
Operating income (loss)	$	(74,408	)	$	13,905		$	9,565		$	(4,255	)	$	(55,193	)
Interest income		6,980			2,093			1,559			598			11,230
Interest expense		(17,382	)		(7,998	)		(11	)		(13,077	)		(38,468	)
Income tax (benefit) expense		—			6,445			4,524			(23,965	)		(12,996	)

        The Company does not believe presenting assets by segment is meaningful.

        One customer comprised 10% or more of the Company's total operating revenues as follows (in millions):

		Year Ended December 31
		2009		2008		2007
U.S. Air Force (USAF) Air Mobility Command:
	ATA	$	—	$	89.8	$	284.1
	World		483.6		588.6		211.1
	North American		368.7		406.6		98.3

F-31

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

10. Stockholders' Equity

Common Stock

        At December 31, 2009, 259,063 shares of common stock were issued and outstanding. As of December 31, 2008, 12,521 shares of common stock were issued and outstanding. On March 5, 2009, the Company amended and restated its certificate of incorporation to authorize a total of 500,000,000 shares of all classes of capital stock, 400,000,000 of which were designated as common stock. The remaining 100,000,000 shares are authorized, but not designated as a class of stock. On March 6, 2009, the Company commenced a private placement offering that offered a right to purchase up to 48,000 shares of common stock at $1,000 per share (Rights Offering). The Rights Offering closed on April 6, 2009 with 534 shares of common stock purchased, of which proceeds were paid to the Company's majority stockholder. The Company incurred fees of $0.2 million in conjunction with this transaction.

        In June 2009, the Company implemented a 1,000 to 1 reverse stock split for all issued and outstanding common stock. In connection with the reverse stock split, the Company purchased 121,984 (pre-split) of fractional shares outstanding.

Preferred Stock

        On the Acquisition Date, the Company issued and sold 11,507,142 shares of Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) to its majority stockholder at a price of $14.00 per share, for a total of $158.6 million, net of $2.5 million in direct issuance costs. The Company evaluated the Series A Preferred Stock and concluded that the instrument should be recorded as equity.

        The holder of the Series A Preferred Stock was entitled to cumulative dividends at an annual rate of 16.0% on the liquidation amount of the Series A Preferred Stock. As of December 31, 2008, the cumulative preferred dividend totaled $40.0 million.

        On February 6, 2009, New ATA Investment and MatlinPatterson ATA Holdings LLC completed a conversion of the $7.0 million Note with MatlinPatterson plus PIK interest into 548,558 shares of Series A Preferred Stock issued by the Company at $14.00 per share. In addition, the Company's majority stockholder invested $20.0 million of cash in the Company in exchange for 1,428,571 shares of the Company's Series A Preferred Stock.

        On April 6, 2009, the Company's majority stockholder, the sole holder of the outstanding Series A Preferred Stock, converted the Series A Preferred Stock into common stock. The accumulated dividend at the time of the conversion was $49.5 million. Prior to the conversion, 13,484,271 shares of Series A Preferred Stock were outstanding at a value of $186.3 million, net of issuance costs of $2.5 million. On April 7, 2009, as a result of the Rights Offering and conversion of the Series A Preferred Stock and the related accumulated dividend, the Company issued 238,259 shares of common stock at a par value of $23.83. The $235.8 million in excess value of the common stock issued over the par value, net of issuance costs, was recorded to additional paid-in capital.

Warrants

        On the Acquisition Date, the Company entered into the Term Loan, as amended, with detachable warrants convertible into common stock of the Company (See Note 5). The Company executed a Warrant Agreement under which the lenders under the Term Loan, as amended, received immediately exercisable

F-32

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

10. Stockholders' Equity (Continued)

warrants to purchase 2,261 shares of common stock of the Company with an exercise price of $10 per share. The Company valued the warrants at $31.7 million based on the estimated fair value of the Company's common stock of $14,000 per share as of the Acquisition Date. The Company recorded the value of the warrants as a liability on its consolidated balance sheet, primarily because the holders of the warrants had a preference over other common stock holders in the event of liquidation. On October 23, 2007, the Company's majority stockholder purchased 1,809 of these warrants from JPMorgan for $25.3 million or $14,000 each, and immediately exercised the warrants for shares of the Company's common stock.

        The carrying value of the remaining 452 warrants was adjusted for changes in market value with a corresponding adjustment to the Company's statement of operations. As a result of deterioration in the Company's stock price, a gain of $6.3 million was recorded during the year ended December 31, 2008, to adjust the fair value of these warrants to $45,000.

        On February 28, 2006, the Company issued 448 immediately exercisable warrants, with an exercise price of $10,000 per share, as adjusted following the 1000-to-1 reverse stock split. The warrants were valued at $1.4 million and are recorded as equity on the Company's consolidated balance sheet.

        On September 29, 2009, the Company issued 8,380 detachable warrants to the holder of its New Second Lien Loan. These penny warrants were immediately converted into common stock and were recorded as a $7.1 million discount against the New Second Lien Loan (See Note 5).

11. Income (Loss) Per Share

        Basic income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. The number of shares outstanding has been adjusted for the 1,000:1 reverse stock split discussed in Note 10. As the Company had a loss for each of the years ended December 31, 2008 and 2007, there was no dilutive effect in either period.

        The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share data):

	Year Ended December 31
	2009			2008			2007
Net income (loss)	$	141,959		$	(187,537	)	$	(69,666	)
Preferred stock dividends		(9,483	)		(29,802	)		(10,194	)
Income (loss) available to common stockholders	$	132,476		$	(217,339	)	$	(79,860	)
Weighted-average shares outstanding, basic		190,190			12,521			11,102
Income (loss) available to common stockholders per share, basic	$	697		$	(17,358	)	$	(7,193	)
Weighted-average shares outstanding, diluted		326,858			12,521			11,102
Income (loss) available to common stockholders per share, diluted	$	434		$	(17,358	)	$	(7,193	)

        Included in the diluted earnings per share calculation for the year ended December 31, 2009, is the impact of 447 common stock equivalents related to warrants and 136,221 common stock equivalents related to the Series A Preferred Stock. Excluded from the diluted earnings per share calculation for the

F-33

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

11. Income (Loss) Per Share (Continued)

year ended December 31, 2009 is the impact of 25,127 common stock equivalents related to options, 4,277 common stock equivalents related to restricted stock awards, and 453 common stock equivalents related to warrants as they were anti-dilutive.

        Excluded from the diluted earnings per share calculation for year ended December 31, 2008, is the impact of 900 common stock equivalents related to warrants, 3,039 common stock equivalents related to options, and 11,507,142 common stock equivalents related to the Series A preferred stock as they were anti-dilutive.

        Excluded from the diluted earnings per share calculation for year ended December 31, 2007, is the impact of 961 common stock equivalents related to warrants, 2,804 common stock equivalents related to options, and 4,350,645 common stock equivalents related to the Series A Preferred Stock as they were anti-dilutive.

12. Accounting for Stock-Based Compensation

        The Company has several stock-based compensation plans for its officers and key employees, including the Company's Board of Directors (Management Plans), and a stock option plan for cockpit crewmember employees (ALPA Plan). The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. A total of 61,844 options and shares have been authorized for grants under the Management Plans and the ALPA (AirLine Pilots Association, International) Plan.

        On June 29, 2009, the Company approved certain new equity awards under a 2009 Long-Term Incentive Plan (New Plan, one of Management's Plans) that also replaced awards that existed under previously granted plans to certain employees. The New Plan offers incentives to employees in the form of: Incentive Stock Options, Nonqualified Stock Options, Restricted Stock Units, and various other performance awards. The Company accounted for the cancelled and replaced awards as modifications with the excess of the fair value of the new awards over the fair value of the old awards at the date of modification recognized over the vesting period beginning in the third quarter of 2009. Seven employees were affected by the modification with a total of $6.5 million in incremental compensation expense.

        The grant date fair value of stock option awards was determined using a Black-Scholes option pricing model, which requires the Company to make several assumptions. The risk-free interest rate was based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. Stock price volatility assumptions were based on historical volatilities of comparable airlines whose shares are publicly traded using monthly stock price returns equivalent to the expected term of the option. The expected life of the options was determined based on a simplified assumption that the options will be exercised evenly from vesting to expiration.

        The weighted-average fair value of options granted in the year ended December 31, 2009, under the Management Plans was determined to be $2,184 per option in the year ended December 31, 2009; $2,870

F-34

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

12. Accounting for Stock-Based Compensation (Continued)

per option in the year ended December 31, 2008; and $4,270 per option in the year ended December 31, 2007. The following assumptions were used for grants under the Management Plans:

	2009			2008			2007
Weighted-average risk-free interest rate		3.17	%		3.08	%		3.68	%
Expected life of options (years)		7.00			5.50			5.34
Expected stock volatility		35	%		49	%		50	%

        Options under both the Management Plans and the ALPA Plan were granted with an exercise price not less than the market price at the grant date. None of the Company's grants include performance-based or market-based vesting conditions. The dividend yield on the Company's common stock is assumed to be zero since the Company does not pay dividends on common stock and currently has no plans to do so in the future.

        The total intrinsic value was measured as the amount by which the fair value of the underlying common stock exceeded the exercise price of a stock option. The total fair value of options vested for the years ended December 31, 2009, 2008, and 2007 was $7.0 million, $5.4 million, and $2.0 million, respectively.

        During the years ended December 31, 2009, 2008, and 2007, $3.0 million, $5.7 million, and $2.4 million, respectively, of stock-based compensation expense was charged to operations. As of December 31, 2009, the Company had $16.6 million of total unrecognized compensation costs related to stock-based compensation arrangements. The Company expects to recognize this expense over a weighted-average period of 2.82 years.

        Since 2008, the Company has used valuation analyses to assist in determining the fair market value of its common stock. The board of directors of the Company considered these valuation reports when determining the fair market value of the Company's common stock and the related option exercise price on the dates such awards were granted. The valuations used both the income and market approaches along with considering merger and acquisition transactions and comparable company valuations to calculate a total equity value. The total equity value determined under each approach was then weighted to reach a reconciled total equity value. Equity awards have been granted based on the determined fair market value of the Company's common stock.

Management Plans

        Options granted under the Management Plans vest and become fully exercisable over three or four years of continued employment, depending on grant type, and have terms of between seven and ten years. For grants under the Management Plans that are subject to graded vesting over a service period, the Company recognizes the expense on a straight-line basis over the requisite service period for the entire award. Certain options under the Management Plans provide for accelerated vesting if there is change in control (as defined in the Plans).

F-35

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

12. Accounting for Stock-Based Compensation (Continued)

        The table below summarizes the stock option activity pursuant to the Management Plans:

		Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value (In Millions)
Outstanding at January 1, 2009			2,245		$	33,090		5.0		—
	Granted		46,522			2,184		9.5	$	1.8
	Cancelled		(8	)		14,000		N/A		N/A
	Forfeited		(810	)		37,266		N/A		N/A
Outstanding at December 31, 2009			47,949			3,036		9.3	$	1.8
Exercisable at December 31, 2009			1,566			28,163		4.2		—

ALPA Plan

        All ATA cockpit crewmembers employed by the Company as of September 15, 2005, were granted options with no continued employment requirement. Options granted under the ALPA Plan become fully exercisable over a three-year period and have a term of five years. The table below summarizes the stock option activity pursuant to the ALPA Plan:

	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value (In Millions)
Outstanding, December 31, 2007		492	$	10,000		3.4	$	2.0
Outstanding, December 31, 2008		492		10,000		2.2		—
Outstanding, December 31, 2009		492		10,000		1.2		—
Exercisable at December 31, 2009		492		10,000		1.2		—

        A summary of the Company's restricted stock awards (RSAs) activity is as follows:

Nonvested Share Awards (RSAs)		Shares		Aggregate Grant Date Fair Value
		(In thousands)		(In millions)
Nonvested at January 1, 2009			—	$	—
	Granted		9		8.7
	Vested		—		—
	Forfeited		—		—
Nonvested at December 31, 2009			9	$	8.7

F-36

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

13. Fair Value Measurements

        In September 2006, the FASB issued accounting guidance related to fair value measurements. The Company adopted this guidance for all financial assets and liabilities and other assets and liabilities measured at fair value on a recurring basis effective January 1, 2008, and for all other assets and liabilities effective January 1, 2009.

        Fair value is defined as the exit price that would be received for an asset or paid to satisfy a liability in the principal market of the asset or liability. The transaction is assumed to be an orderly liquidation among market participants. Additionally, the fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of input to be used to measure fair value are:

        Level 1—Observable quoted market prices in active markets;

        Level 2—Observable, directly or indirectly, inputs other than quoted market prices; and

        Level 3—Unobservable inputs supported by little or no market activity, requiring the entity to develop its own assumptions.

        The Company had liabilities measured at fair value on a recurring basis as follows (in thousands):

	December 31, 2008		Level 1		Level 2		Level 3
Warrants(1)	$	45	$	—	$	—	$	45
Total liabilities	$	45	$	—	$	—	$	45

⁽¹⁾

Estimate based on the discounted cash flow method, trading comparables and recent merger and acquisition activities.

14. Commitments and Contingencies

        World's Cockpit Crewmembers:    The cockpit crewmembers, who account for approximately 35% of the total workforce at World, are represented by the IBT, and are subject to a collective bargaining agreement, which became amendable on March 1, 2009. On November 3, 2008, World received a "Section 6" Notice under the Railway Labor Act, which is used to initiate negotiations.

        World's Flight Attendants:    World's flight attendants, representing approximately 35% of World's employees, are subject to a collective bargaining agreement, which will be amendable in September 2012.

        North American's Cockpit Crewmembers:    On April 25, 2008, North American announced that its pilots, who are represented by the IBT Local 747 and account for approximately 24% of the total workforce of North American, ratified a 54-month contract, which took effect on May 1, 2008. Since then, after submitting an application on September 22, 2009 to the United States National Mediation Board (NMB) disputing their representation by the IBT, a vote was cast and the majority of the North American Cockpit Crewmembers voted in favor of being represented by ALPA. The decision was certified and ALPA became the official labor representative of the North American Cockpit Crew Members effective the end of the fourth quarter of 2009.

F-37

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

14. Commitments and Contingencies (Continued)

        North American's Flight Attendants:    On July 26, 2005, the NMB authorized a union election among North American's flight attendants. Flight attendants comprise approximately 40% of employees at North American. On August 31, 2005, a majority of flight attendants voted for IBT representation. Negotiations between North American and the IBT began in 2006 and are ongoing.

        Guarantees:    Global guaranteed ATA's obligations as lessee in connection with a number of ATA's aircraft leases. The Company has settled all but one of the lessor claims. The remaining outstanding lessor has filed a lawsuit in New York State court on February 9, 2009, claiming damages including stipulated return condition requirements in the lease, loss of rental income and other damages. The plaintiff is seeking damages of approximately $0.3 million plus interest on the lease and up to $35.0 million less either (i) the present discounted value of the aggregate fair market rental value for the remainder of the lease term or (ii) the fair market sale value of the aircraft. The outcome of the litigation is pending and cannot be predicted with certainty and is dependent upon many factors beyond the Company's control. The Company and the lessor continue to negotiate the terms of a settlement notwithstanding the lawsuit. Based on this negotiation, the Company believes that a cash settlement is possible with this lessor related to stipulated return condition requirements in the lease, loss of rental income, and other damages incurred by the lessor. As of December 31, 2009, the Company has accrued its best estimate for this unsettled claim.

        Litigation:    In the ordinary course of business, the Company is party to various legal proceedings and claims which management believes are incidental to the operation of Global's businesses. Global believes that the outcome of its outstanding litigation will not have a material adverse effect on the Company's results of operations, cash flows, or financial position.

        On June 11, 2008, the ATA bankruptcy estate filed suit in the Federal District Court of Indiana against FedEx. On February 17, 2010, ATA served its Second Amended Statement of Special Damages estimating its total damages to be $94.0 million. This estimate is based on lost military profits arising from the FedEx contract, and losses associated with ATA's acquisition of DC-10 aircraft in order to fulfill its obligations under the FedEx contract.

        The FedEx litigation is scheduled for trial in August 2010. The outcome of this litigation is pending and cannot be predicted with certainty as it is dependent upon many factors beyond the Company's control. Pursuant to ATA's Chapter 11 Plan approved by the U.S. Bankruptcy Court, 85% of any damages recovered by ATA from FedEx in the FedEx litigation will be retained by the ATA estate and subsequently distributed to the Company, and 15% must be used to pay former ATA employees and creditor beneficiaries of ATA. FedEx has filed a counterclaim against ATA for breach of contract and seeks damages in excess of $75,000.

        Fuel Purchase Agreements:    From time to time, in the normal course of business, the Company enters into fuel contracts. These contracts may include a fixed spread to a base fuel rate and a minimum purchase requirement. The Company has determined that certain fuel contracts meet the "Normal Purchases and Sales" requirements of ASC 815, Derivatives and Hedging, and therefore are not accounted for as derivative instruments.

        War-Risk Insurance Contingency:    As a result of the terrorist attacks on September 11, 2001, aviation insurers significantly reduced the maximum amount of insurance coverage available to commercial air carriers for liability to persons (other than employees or passengers) for claims resulting from acts of

F-38

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

14. Commitments and Contingencies (Continued)

terrorism, war or similar events. At the same time, aviation insurers significantly increased the premiums for such coverage and for aviation insurance in general.

        Since September 24, 2001, the U.S. Government has been providing U.S. airlines with war-risk insurance to cover losses, including those resulting from terrorism, to passengers, third parties (ground damage) and the aircraft hull. The coverage currently extends through August 31, 2010.

        The withdrawal of government support of airline war-risk insurance would require the Company to obtain war-risk insurance coverage commercially, if available. Such commercial insurance could have substantially less desirable coverage than currently provided by the U.S. Government, may not be adequate to protect the Company's risk of loss from future acts of terrorism, may result in a material increase to our operating expense or may not be obtainable at all, resulting in an interruption to the Company's operations.

        Other:    World Risk Solutions was formed in November 2004, with the objective of providing certain insurance cost savings, enhanced risk management programs, and better loss control practices for the Company. World Risk Solutions underwrites certain risks mainly associated with the Company's aircraft.

15. Asset Impairments and Aircraft Retirements

        During the year ended December 31, 2009, the Company recorded $5.7 million in asset impairments and aircraft retirements. The Company recorded $3.6 million due to the early retirement and redelivery of two World DC-10 freighters. The Company recorded $2.1 million, net of $1.0 million of insurance proceeds, due to the retirement of a damaged World DC-10 passenger aircraft and related engines.

        During the year ended December 31, 2008, the Company recorded $124.5 million in asset impairments and aircraft retirements. The Company reviewed the long-lived assets of ATA to determine if there were potential indicators of impairment that should be reflected as impairment charges during the first half of 2008. Impairment charges of $91.2 million were recorded for ATA during the first half of 2008, which included the full impairment of its intangible assets related to its military contract and codeshare agreement with Southwest Airlines Co., aircraft leasehold improvements, airframe and engine overhauls, and the value of the aircraft and related debt for two aircraft leased under capital leases. As a result of ATA's bankruptcy filing, beginning on April 3, 2008, Global ceased consolidating the results of operations and financial position of ATA in its consolidated financial statements. As of that date, Global adopted the cost method of accounting for ATA. Global determined that its net investment in ATA under the cost method was $17.8 million as of April 3, 2008. Global determined that this investment in ATA was fully impaired as of April 3, 2008, and recorded an impairment charge of $17.8 million to asset impairments and aircraft retirements on its consolidated statement of operations during the first half of 2008.

        In addition, during the year 2008, $6.6 million of impairment charges were recorded for World Air Holdings in connection with its intangible asset for customer relationships in the cargo sector. The Company also recorded $8.9 million of goodwill impairment in the year ended December 31, 2008 (See Note 4).

        For the year ended December 31, 2007, the Company recorded $7.2 million in asset impairments and aircraft retirements. The Company recorded $5.4 million related to the return of three Boeing 737-300 aircraft. In addition, the Company recorded $1.8 million of impairment charges for World in connection with its intangible asset for customer relationships in the cargo sector.

F-39

Global Aviation Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2009

16. Related Parties

        As of December 31, 2009, MatlinPatterson owned 95% of the outstanding shares of the Company's common stock. Four of Global's directors serve in various executive capacities at MatlinPatterson or one of its affiliates.

        In addition, as of March 31, 2010 World had an ACMI contract with Arrow Air, Inc. (Arrow), an airline which is indirectly majority owned by other investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager. As of March 31, 2010, the ACMI contract included one MD-11 freighter aircraft. Under this agreement, the aircraft has a minimum block hour guarantee. The Company periodically leases other aircraft to Arrow under short-term ACMI arrangements. As of March 31, 2010, World also subleased two engines to Arrow. As of December 31, 2009, $2.2 million was due from Arrow and was included in accounts receivable. For the year ended December 31, 2009, the Company reported $20.6 million in revenue from Arrow.

        The Company paid $3.0 million to Gleacher & Company, Inc. (formerly Broadpoint Gleacher Securities Group, Inc.) through its subsidiary Gleacher & Company Securities, Inc. (formerly Broadpoint Capital, Inc.) for financial advisory and placement agent services in connection with the restructuring of its debt during the year ended December 31, 2009. Investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager indirectly own a significant interest in Gleacher.

17. Subsequent Events

        The Company evaluated its subsequent events through June 25, 2010, the date it issued the accompanying financial statements.

        Pursuant to the terms of the First Lien Notes, on December 31, 2009, Global made a semiannual offer to repurchase $6.0 million of First Lien Notes at par plus accrued interest. Concurrently, Global also made an offer to repurchase $1.5 million of First Lien Notes at par plus accrued interest related to a cash distribution from the ATA estate in the same amount. Both offers were oversubscribed and on February 3, 2010, the Company funded the offers and repurchased a total of $7.5 million of the First Lien Notes. In June 2010, the Company purchased $8.0 million of its First Lien Notes in the public market for $8.3 million excluding accrued interest.

        In June 2010, the Compensation Committee of the board of directors amended the definition of "Change in Control" within the equity awards under the New Plan to include an acceleration of vesting upon a closing of an initial public offering on or before September 30, 2011.

F-40

Global Aviation Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

		March 31, 2010			December 31, 2009
ASSETS
Current assets:
	Cash and cash equivalents	$	66,843		$	73,077
	Accounts receivable, net of allowance for doubtful accounts of: 2010—$636; and 2009—$654		40,031			42,037
	Inventories, net		18,618			19,762
	Maintenance reserve deposits		39,824			45,514
	Deferred tax assets		8,230			8,136
	Prepaid expenses and other current assets		41,058			43,050
Total current assets			214,604			231,576
Property and equipment
	Flight equipment		179,246			165,998
	Facilities and ground equipment		19,080			18,571
	Gross property and equipment		198,326			184,569
	Accumulated depreciation		(69,060	)		(58,043	)
Net property and equipment			129,266			126,526
Intangible assets:
	Military contract intangibles, net of accumulated amortization of 2010—$66,199; 2009—$59,894		185,983			192,288
	Other intangible assets, net of accumulated amortization of 2010 and 2009—$8,122		4,000			4,000
Total intangible assets			189,983			196,288
Restricted cash			6,156			8,135
Maintenance reserve deposits			65,063			59,861
Deposits and other assets			54,211			57,139
Total assets		$	659,283		$	679,525

See accompanying notes

F-41

Global Aviation Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Continued)

(Unaudited; in thousands, except share data)

		March 31, 2010			December 31, 2009
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term debt	$	26,119		$	24,400
	Accounts payable		15,148			11,338
	Air traffic liabilities		3,396			5,504
	Accrued compensation and benefits		25,317			25,225
	Accrued flight expenses		18,927			20,534
	Other accrued expenses and current liabilities		77,707			92,226
Total current liabilities			166,614			179,227
Long-term debt, less current maturities			202,668			211,128
Deferred tax liabilities, net			72,406			72,544
Other liabilities			25,295			25,257
Stockholders' equity:
	Common stock, $.0001 par value; authorized 2010 and 2009—400,000,000; issued and outstanding 2010 and 2009—259,063		1			1
	Warrants		1,479			1,479
	Additional paid-in capital		338,258			336,906
	Accumulated deficit		(147,861	)		(147,414	)
	Accumulated other comprehensive income		423			397
Total stockholders' equity			192,300			191,369
Total liabilities and stockholders' equity		$	659,283		$	679,525

See accompanying notes

F-42

Global Aviation Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited; dollars in thousands, except income (loss) per share data)

		Quarter Ended March 31,
		2010			2009
Operating revenues:
	Military passenger	$	210,361		$	199,633
	Military cargo		50,014			24,357
	Commercial cargo		26,014			30,837
	Commercial passenger		10,556			10,841
	Scheduled service		—			298
	Other		1,598			4,603
Total operating revenues			298,543			270,569
Operating expenses:
	Aircraft fuel		76,928			54,223
	Aircraft rentals		39,085			40,987
	Maintenance, materials and repairs		35,273			32,874
	Flight operations		26,807			26,238
	Aircraft and traffic servicing		24,291			23,584
	Passenger services		20,422			19,567
	Crew positioning		14,393			14,749
	Selling and marketing		15,936			13,723
	Depreciation and amortization		18,592			17,295
	General and administrative		12,758			13,388
	Other expenses		2,786			1,673
Total operating expenses			287,271			258,301
Operating income			11,272			12,268
Other income (expense):
	Interest income		1,029			1,064
	Interest expense		(11,797	)		(13,865	)
	Gain (loss) on investment		(1,217	)		40,000
	Other, net		219			(424	)
Total other income (expense)			(11,766	)		26,775
Income (loss) before income tax benefit			(494	)		39,043
Income tax benefit			(47	)		(106	)
Net income (loss)			(447	)		39,149
Preferred stock dividends			—			(8,753	)
Income (loss) available to common stockholders		$	(447	)	$	30,396
Basic earnings per common share:
	Weighted-average shares outstanding		259,063			12,521
	Income (loss) available to common stockholders per share		$(2	)	$	2,428
Diluted earnings per common share:
	Weighted-average shares outstanding		259,063			577,274
	Income (loss) available to common stockholders per share		$(2	)	$	53

See accompanying notes

F-43

Global Aviation Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

			Quarter Ended March 31,
			2010			2009
Operating activities
Net income (loss)			$	(447	)	$	39,149
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization			18,592			17,295
	Amortization of loan costs			1,085			405
	Amortization of debt discount			1,361			989
	(Gain) loss on investment			1,217			(40,000	)
	Stock-based compensation expense			1,355			247
	Deferred income taxes			(232	)		(51,566	)
	Non-cash interest			1,075			12,306
	Loss on sale of equipment			212			233
	Changes in operating assets and liabilities:
		Accounts receivable, net		2,006			9,725
		Inventories, net		—			(100	)
		Maintenance reserve deposits		488			1,331
		Other current assets		1,992			3,710
		Accounts payable		3,810			9,632
		Air traffic liabilities and accrued flight expenses		(3,715	)		2,680
		Other accrued expenses and current liabilities		(9,704	)		(29,877	)
		Other liabilities and other assets		2,818			46,310
Net cash provided by operating activities				21,913			22,469
Investing activities
	Capital expenditures			(18,822	)		(8,544	)
	Proceeds from sale of equipment			4			—
Net cash used in investing activities				(18,818	)		(8,544	)
Financing activities
	Proceeds from issuance of preferred stock			—			20,000
	Payment of costs related to issuance of debt			(149	)		—
	Payments on long-term debt			(9,180	)		(1,120	)
Net cash (used in) provided by financing activities				(9,329	)		18,880
Net increase (decrease) in cash and cash equivalents				(6,234	)		32,805
Cash and cash equivalents at beginning of period				73,077			87,424
Cash and cash equivalents at end of period			$	66,843		$	120,229
Supplemental disclosure of non-cash investing activities:
Property and equipment expenditure included in other current liabilities			$	4,158		$	1,777

See accompanying notes

F-44

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

March 31, 2010

(Unaudited)

1. Organization and Basis of Presentation

        Global Aviation Holdings Inc. (Global, and collectively with its wholly-owned subsidiaries, the Company) is a global provider of customized air transport passenger and cargo services, offering a broad range of aircraft types and payloads. The Company offers military, cargo and commercial charter services through its two operating airlines: World Airways, Inc. (World) and North American Airlines, Inc. (North American). World provides long-range passenger and cargo charter and ACMI air transportation serving the U.S. Government, international freight and passenger airlines, tour operators, and customers requiring specialized aircraft services. North American provides passenger charter and ACMI air transportation serving the U.S. Government, tour operators and other airlines. The Company's combined fleet consists of the following aircraft types: Boeing 757-200 passenger (B757), Boeing 767-300 passenger (B767), Boeing 747-400 freighter (B747), McDonnell Douglas DC10-30 passenger (DC-10), and McDonnell Douglas MD-11 (MD-11) passenger and freighter. All active aircraft as of March 31, 2010 are leased.

        The Company's wholly-owned subsidiaries are as follows: New ATA Acquisition Inc. (New ATA), New ATA Investment Inc. (New ATA Investment), World Air Holdings, Inc. (World Air Holdings), World, North American, World Risk Solutions, Ltd. (World Risk Solutions), World Airways Parts Company, LLC and Global Aviation Ventures SPV LLC. ATA Airlines, Inc. (ATA) was a wholly-owned subsidiary until March 31, 2009. The Company acquired World Air Holdings and its wholly-owned subsidiaries, World, North American, World Risk Solutions, and World Airways Parts Company, LLC, on August 14, 2007 (the Acquisition Date). On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code and ATA subsequently discontinued all business operations. As of April 3, 2008, Global ceased consolidating the results of operations and financial position of ATA in its consolidated financial statements (See Note 2).

        Management believes that all adjustments necessary to present fairly the financial position of Global as of March 31, 2010 and 2009 and the results of its operations and cash flows for the quarters ended March 31, 2010 and 2009 have been included in the accompanying unaudited condensed consolidated financial statements for the interim periods presented. Such adjustments are of a normal recurring nature. The results for the quarter ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the year ended December 31, 2009.

Principles of Consolidation

        The condensed consolidated financial statements included herein have been presented in accordance with accounting principles generally accepted in the United States. The accompanying condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. During the year ended December 31, 2009, the Company completed a 1,000:1 reverse stock split on its common stock. Accordingly, all common stock share data have been adjusted to reflect this, including prior periods, unless otherwise indicated.

        These condensed consolidated financial statements are unaudited and have been prepared by us following the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S generally accepted accounting principles have been condensed or omitted as permitted by such

F-45

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

1. Organization and Basis of Presentation (Continued)

rules and regulation; however, the Company believes that the disclosures are adequate to make the information presented not misleading.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates include fixed asset and intangible asset useful lives, valuation allowances (including but not limited to, those related to receivables, inventories, and deferred taxes), other income tax accounting, self-insured employee benefits, and legal liabilities. During the quarter ended March 31, 2009, the Company determined that the useful life related to its cargo customer relationship intangible asset should be adjusted to amortize the remaining unamortized balance through June 30, 2009. The original useful life on the Acquisition Date was determined to be 10 years. Adjusting the estimated useful life of the asset to fully amortize the customer relationship balance through June 30, 2009 was deemed appropriate based on management's best estimate of the expected benefit of the future cash flows related to the acquired customers. This change in useful life resulted in an additional $1.6 million, or $3 per diluted share, in amortization expense recorded during the quarter ended March 31, 2009.

2. ATA Bankruptcy

Subsidiary Chapter 11 Filing

        On April 2, 2008, ATA filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Indiana. On April 3, 2008, ATA discontinued all business operations, terminated the majority of its employees and began conducting an orderly liquidation of its assets. Management believes the primary factor contributing to ATA's decision to commence the ATA Chapter 11 proceeding was the termination by FedEx Corporation (FedEx) of the contract with FedEx that directly supported the Air Mobility Command's (AMC) U.S. military personnel transportation requirements. Management believes the contract cancellation made it impossible for ATA to obtain additional capital to sustain its operations or restructure its business. On December 12, 2008, ATA filed its Chapter 11 Plan and Disclosure Statement in support of its Chapter 11 plan. The plan was approved on March 25, 2009, with an effective date of March 31, 2009. All aircraft previously leased by ATA and used in connection with ATA's business have been returned to the respective lessors of the aircraft. As of March 31, 2010, ATA had wound down the majority of its existing estate.

        As a result of the bankruptcy filing, beginning on April 3, 2008, Global ceased consolidating the results of operations and financial position of ATA in its consolidated financial statements. As of that date, Global adopted the cost method of accounting for ATA. As of April 3, 2008, Global's net investment in ATA under the cost method was $17.8 million, which Global determined was fully impaired and wrote-off.

        During the year ended December 31, 2009, the Company restructured its senior secured debt and became the primary beneficiary of the ATA bankruptcy estate trust. As a result, during the third quarter of 2009 the Company began consolidating its interest in the ATA bankruptcy estate. During the quarter ended March 31, 2010, a $1.2 million loss on investment was recorded predominately due to legal expenses

F-46

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

2. ATA Bankruptcy (Continued)

associated with the bankruptcy estate's suit filed against FedEx Corporation seeking damages of $94.0 million. During the quarter ended March 31, 2009, the Company recorded a gain on its cost method investment in ATA of $40.0 million for cash received from the ATA estate, which was used to pay down the Company's outstanding debt.

3. Long-Term Debt

        The Company's long-term debt, including debt from affiliates, consisted of the following (in thousands):

	March 31, 2010			December 31, 2009
First Lien Notes, 14% interest, net of discount of $8.5 million and $9.1 million, respectively	$	159,002		$	165,873
New Second Lien Loan, 12% interest plus 6% payment-in-kind (PIK) interest, net of discount of $13.2 million and $13.8 million, respectively		61,547			59,741
Promissory Notes with certain lessors, 8% interest		7,634			9,314
Capital lease, 6% interest		604			600
Total debt		228,787			235,528
Less current maturities of long-term debt		(26,119	)		(24,400	)
Total long-term debt	$	202,668		$	211,128

        On August 13, 2009, the Company completed an offering raising $175.0 million of 14% Senior Secured First Lien Notes due 2013 ("First Lien Notes"). The First Lien Notes include the following key provisions: a four-year final maturity, a 14% annual cash interest rate payable semiannually, a semiannual offer to the noteholders to prepay $10.0 million of the principal amount outstanding, and a minimum consolidated net cash flow covenant. The First Lien Notes are secured by a first priority lien on substantially all of the Company's tangible and intangible assets.

        On September 29, 2009, the Company entered into a $72.5 million New Second Lien Loan that matures in September 2014 and contains a 12% cash interest rate and a 6% PIK interest component. The New Second Lien Loan was recorded net of a $7.5 million discount. In addition, the Company issued 8,380 detachable penny warrants which were immediately converted into common stock. These penny warrants were issued to the holder of the New Second Lien Loan and were recorded as a $7.1 million discount against the New Second Lien Loan, for a total discount recorded of $14.6 million. The $7.1 million discount was calculated based on the relative fair value of the warrants to the fair value of the debt issued.

        On February 6, 2009, the Company entered into settlements with certain lessors in connection with the guarantee of certain ATA aircraft leases. In addition to the cash settlements on such date, the Company entered into $15.5 million in Promissory Notes for the remaining balance.

        The Company classifies as short-term debt the portion of its debt which it expects to pay down within the following 12 months. Future debt principal payments on long-term debt are estimated to be

F-47

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

3. Long-Term Debt (Continued)

$26.1 million for the next 12 months subsequent to the March 31, 2010 balance sheet date. As of March 31, 2010, the Company is in compliance with its debt covenants.

4. Income Taxes

        In assessing whether deferred tax assets are realizable, the Company considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company considers its historical income and loss position, the scheduled reversal of deferred tax liabilities (including the impact of available carry-back and carry-forward periods), projected future income, and tax planning strategies in making this assessment.

        On April 2, 2008, ATA filed a voluntary petition for bankruptcy protection and as a result, the Company changed its financial accounting for ATA from a consolidating subsidiary to a cost method investment and recorded a $17.8 million impairment charge for the full investment in ATA. The realization of the tax benefit related to the impairment charge was uncertain at the time. Thus, a valuation allowance was established against this deferred tax asset.

        ATA's bankruptcy became effective on March 31, 2009, resulting in the transfer of ATA's remaining assets into two grantor trusts established for the benefit of ATA's creditors. As of March 31, 2009, the Company was unable to fully complete the tax analysis of the bankruptcy because there were still aspects that were not fixed and determinable. Accordingly, the Company did not record any benefit for the potential worthless stock loss in ATA, any bad debt realization, or cancellation of indebtedness income at that time. Additionally, during the quarter ended March 31, 2009, the Company recorded a gain on investment of $40 million related to a payment made from ATA's bankruptcy trust to its creditor, JP Morgan, that did not result in a gain for tax purposes. These items and other nondeductible expenses, such as meals and entertainment, affected the Company's effective tax rate for the quarter ended March 31, 2009. As a result, the Company recorded an income tax benefit of $0.1 million, which resulted in an effective tax rate of (0.3%) for the quarter ended March 31, 2009. Due to the deconsolidation of ATA from the Company's tax filing group, as of the effective date, a substantial portion of ATA's tax attributes, which include ATA's net operating losses, will not be available to be used by the Company in the future.

        During the quarter ended March 31, 2010, the amount of nondeductible expenses such as meals and entertainment was a large percentage of pre-tax book income and as a result significantly impacted the Company's effective rate for the quarter ended March 31, 2010. As a result, the Company recorded an income tax benefit of $47,000 which resulted in an effective tax rate of 9.5% for the quarter ended March 31, 2010. Included in these amounts is an accrual for additional interest for uncertain tax positions of $0.1 million. There were no other changes to the Company's uncertain tax positions during the quarter ended March 31, 2010.

5. Stockholders' Equity

Common Stock

        On March 5, 2009, the Company amended and restated its certificate of incorporation to authorize a total of 500,000,000 shares of all classes of capital stock, 400,000,000 of which were designated as common

F-48

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

5. Stockholders' Equity (Continued)

stock. The remaining 100,000,000 shares are authorized, but not designated as a class of stock. On March 6, 2009, the Company executed a Private Placement Memorandum that offered a right to purchase up to 48,000 shares of common stock at $1,000 per share (Rights Offering). The Rights Offering closed on April 6, 2009 with 534 shares of common stock purchased, of which proceeds were paid to the Company's majority stockholder. The Company incurred fees of $0.2 million in conjunction with this transaction.

        In June 2009, the Company implemented a 1,000 to 1 reverse stock split for all issued and outstanding common stock. In connection with the reverse stock split, the Company purchased 121,984 (pre-split) of fractional shares outstanding.

Preferred Stock

        In 2007, the Company issued and sold 11,507,142 shares of Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) to its majority stockholder at a price of $14.00 per share, for a total of $158.6 million, net of $2.5 million in direct issuance costs. The Company evaluated the Series A Preferred Stock and concluded that the instrument should be recorded as equity. The holder of the Series A Preferred Stock was entitled to cumulative dividends at an annual rate of 16.0% on the liquidation amount of the Series A Preferred Stock.

        On February 6, 2009, New ATA Investment and MatlinPatterson ATA Holdings LLC completed a conversion of the $7.0 million Note with MatlinPatterson plus PIK interest into 548,558 shares of Series A Preferred Stock issued by the Company at $14.00 per share. In addition, the Company's majority stockholder invested $20.0 million of cash in the Company in exchange for 1,428,571 shares of the Company's Series A Preferred Stock.

        On April 6, 2009, the Company's majority stockholder, the sole holder of the outstanding Series A Preferred Stock, converted the Series A Preferred Stock into common stock. The accumulated dividend at the time of the conversion was $49.5 million. Prior to the conversion, 13,484,271 shares of Series A Preferred Stock were outstanding at a value of $186.3 million, net of issuance costs of $2.5 million. On April 7, 2009, as a result of the Rights Offering and conversion of the Series A Preferred Stock and the related accumulated dividend, the Company issued 238,259 shares of common stock at a par value of $23.83. The $235.8 million in excess value of the common stock issued over the par value, net of issuance costs, was recorded to additional paid-in capital.

Warrants

        In 2007, the Company executed a Warrant Agreement to issue immediately exercisable warrants to purchase 2,261 shares of common stock of the Company with an exercise price of $10 per share. The Company valued the warrants at $31.7 million based on the estimated fair value of the Company's common stock of $14,000 per share. The Company recorded the value of the warrants as a liability on its consolidated balance sheet, primarily because the holders of the warrants had a preference over other common stock holders in the event of liquidation. During 2007, the Company's majority stockholder purchased 1,809 of these warrants from JP Morgan for $25.3 million or $14,000 each, and immediately exercised the warrants for shares of the Company's common stock. Due to the conversion of all of the

F-49

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

5. Stockholders' Equity (Continued)

Company's Preferred Stock to common stock on April 7, 2009, the warrants no longer had a preference over other common stock holders and were reclassified from a liability to equity.

        On February 28, 2006, the Company issued 448 immediately exercisable warrants, with an exercise price of $10,000 per share, as adjusted following the 1000-to-1 reverse stock split. The warrants were valued at $1.4 million and are recorded as equity on the Company's condensed consolidated balance sheets.

        On September 29, 2009, the Company issued 8,380 detachable warrants to the holder of its New Second Lien Loan. These penny warrants were immediately converted into common stock and were recorded as an $7.1 million discount against the New Second Lien Loan (See Note 3).

6. Income Per Share

        Excluded from the diluted earnings per share for the quarter ended March 31, 2010 were 48,464 common stock equivalents related to options and 8,701 common stock equivalents related to restricted stock awards, and 900 common stock equivalents related to warrants as they were antidilutive.

        Included in the diluted earnings per share for the quarter ended March 31, 2009 were 440 common stock equivalents related to warrants and 564,313 common stock equivalents related to shares related to the Series A Preferred Stock. Excluded from the diluted earnings per share for the quarter ended March 31, 2009 were 2,735 common stock equivalents related to options and 460 common stock equivalents related to warrants as they were antidilutive.

7. Segment Reporting

        As of March 31, 2010 and 2009, the Company had two reportable segments: World and North American. World provides long-range passenger and cargo charter and ACMI air transportation serving the U.S. Government, international freight and passenger airlines, tour operators, and customers requiring specialized aircraft services. North American provides passenger charter and ACMI air transportation serving the U.S. Government, tour operators, and other airlines. The Company operates and manages World and North American as distinct operating segments, and prepares separate financial statements for each that are reviewed by senior management at the Company, as well as the chief operating officer and other management at the relevant operating company level. The Company evaluates performance and allocates resources based on profit or loss by segment performance and by operations. Intersegment sales are recorded at the Company's cost; there is no intercompany profit or loss on intersegment sales.

F-50

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

7. Segment Reporting (Continued)

        Selected financial data for the quarters ended March 31, 2010 and 2009 is set forth below (in thousands):

	Quarter Ended March 31, 2010
	World			North American			All Other			Consolidated Total
Revenues from external customers	$	213,277		$	85,266		$	—		$	298,543
Intersegment revenues		89			—			7,994			8,083
Depreciation and amortization		12,264			6,154			174			18,592
Total operating expenses		203,348			84,421			(498	)		287,271
Operating income		9,929			845			498			11,272
Interest income		523			505			1			1,029
Interest expense		(8,077	)		(3,807	)		87			(11,797	)
Loss on investment		—			—			(1,217	)		(1,217	)
Income tax (benefit) expense		991			(973	)		(65	)		(47	)

	Quarter Ended March 31, 2009
	World			North American			All Other			Consolidated Total
Revenues from external customers	$	175,485		$	95,084		$	—		$	270,569
Intersegment revenues		44			293			6,662			6,999
Depreciation and amortization		12,048			5,223			24			17,295
Total operating expenses		177,841			80,094			366			258,301
Operating income (loss)		(2,356	)		14,990			(366	)		12,268
Interest income		689			368			7			1,064
Interest expense		(9,115	)		(4,757	)		7			(13,865	)
Gain on investment		—			—			40,000			40,000
Income tax (benefit) expense		(3,542	)		4,104			(668	)		(106	)

        The Company does not believe presenting assets by segment is meaningful.

        One customer comprised 10% or more of the Company's total operating revenues as follows (in millions):

		Quarter Ended March 31,
		2010		2009
U.S. Air Force (USAF) Air Mobility Command:
	World	$	174.8	$	130.5
	North American		83.1		97.0

8. Accounting for Stock-Based Compensation

        The Company has stock-based compensation plans for officers and key employees of the Company, including the Company's Board of Directors (Management Plans), and a stock option plan for cockpit

F-51

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

8. Accounting for Stock-Based Compensation (Continued)

crewmember employees (ALPA Plan). The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. During the quarters ended March 31, 2010 and March 31, 2009, $1.4 million and $0.2 million, respectively, of compensation expense were charged to operations.

9. Fair Value Measurements

        As of March 31, 2010, the estimated fair value of cash and cash equivalents and restricted cash approximate their carrying values due to their short-term nature. The fair values of the Company's debt instruments are calculated based on debt with similar maturities, credit quality and current market rates of interest.

10. Commitments and Contingencies

        World's Cockpit Crewmembers:    The cockpit crewmembers, who account for approximately 33% of the total workforce at World, are represented by the International Brotherhood of Teamsters (the IBT), and are subject to a collective bargaining agreement which became amendable on March 1, 2009. On November 3, 2008, World received a "Section 6" Notice under the Railway Labor Act which is used to initiate negotiations.

        World's Flight Attendants.    World's flight attendants, representing approximately 36% of World's employees, are subject to a collective bargaining agreement which will become amendable in September 2012.

        North American's Cockpit Crewmembers.    On April 25, 2008, North American announced that its pilots, who are represented by the IBT Local 747 and account for approximately 23% of the total workforce of North American, ratified a 54-month contract, which took effect on May 1, 2008. Since then, after submitting an application on September 22, 2009 to the United States National Mediation Board (NMB) disputing their representation by the IBT, a vote was cast and the majority of the North American Cockpit Crewmembers voted in favor of being represented by ALPA. The decision was certified and ALPA became the official labor representative of the North American Cockpit Crew Members effective the end of the fourth quarter of 2009.

        North American's Flight Attendants.    On July 26, 2005, the NMB authorized a union election among North American's flight attendants. Flight attendants comprise approximately 41% of employees at North American. On August 31, 2005, a majority of flight attendants voted for IBT representation. Negotiations between North American and the IBT began in 2006 and are ongoing.

        Guarantees.    Global guaranteed ATA's obligations as lessee in connection with a number of ATA's aircraft leases. The Company has settled all but one of the lessor claims. The remaining outstanding lessor has filed a lawsuit in New York State court on February 9, 2009 claiming damages including stipulated return condition requirements in the lease, loss of rental income and other damages. The plaintiff is seeking damages of approximately $0.3 million plus interest on the lease and up to $35.0 million less either (i) the present discounted value of the aggregate fair market rental value for the remainder of the lease term or (ii) the fair market sale value of the aircraft. The outcome of the litigation is pending and cannot

F-52

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

10. Commitments and Contingencies (Continued)

be predicted and is dependent upon many factors beyond the Company's control. The Company and the lessor continue to negotiate the terms of a settlement notwithstanding the lawsuit. Based on this negotiation, the Company believes that a cash settlement is possible with this lessor related to stipulated return condition requirements in the lease, loss of rental income and other damages incurred by the lessor. As of March 31, 2010, the Company has accrued its best estimate for this unsettled claim.

        Litigation.    In the ordinary course of business, the Company is party to various legal proceedings and claims which management believes are incidental to the operation of Global's businesses. Global believes that the outcome of its outstanding litigation will not have a material adverse effect on the Company's results of operations, cash flows or financial position.

        On June 11, 2008, the ATA bankruptcy estate filed suit in the Federal District Court of Indiana against FedEx. On February 17, 2010, ATA served its Second Amended Statement of Special Damages estimating its total damages to be $94.0 million. This estimate is based on lost military profits arising from the FedEx contract, and losses associated with ATA's acquisition of DC-10 aircraft in order to fulfill its obligations under the FedEx contract.

        The FedEx litigation is scheduled for trial in August 2010. The outcome of this litigation is pending and cannot be predicted and it is dependent upon many factors beyond the Company's control. Pursuant to ATA's Chapter 11 Plan approved by the U.S. Bankruptcy Court, 85% of any damages recovered by ATA from FedEx in the FedEx litigation will be retained by the ATA estate and subsequently distributed to the Company, and 15% must be used to pay former ATA employees and creditor beneficiaries of ATA. FedEx has filed a counterclaim against ATA for breach of contract and seeks damages in excess of $75,000.

        Fuel Purchase Agreements.    From time to time, in the normal course of business, the Company enters into fuel contracts. These contracts may include a fixed spread to a base fuel rate and a minimum purchase requirement. The Company has determined that certain fuel contracts meet the "Normal Purchases and Sales" requirements of ASC 815, Derivatives and Hedging and therefore are not accounted for as derivative instruments.

        War-Risk Insurance Contingency.    As a result of the terrorist attacks on September 11, 2001, aviation insurers significantly reduced the maximum amount of insurance coverage available to commercial air carriers for liability to persons (other than employees or passengers) for claims resulting from acts of terrorism, war or similar events. At the same time, aviation insurers significantly increased the premiums for such coverage and for aviation insurance in general.

        Since September 24, 2001, the U.S. government has been providing U.S. airlines with war-risk insurance to cover losses, including those resulting from terrorism, to passengers, third parties (ground damage) and the aircraft hull. The coverage currently extends through August 31, 2010.

        The withdrawal of government support of airline war-risk insurance would require the Company to obtain war-risk insurance coverage commercially, if available. Such commercial insurance could have substantially less desirable coverage than currently provided by the U.S. government, may not be adequate to protect the Company's risk of loss from future acts of terrorism, may result in a material increase to the

F-53

Global Aviation Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2010

(Unaudited)

10. Commitments and Contingencies (Continued)

Company's operating expense or may not be obtainable at all, resulting in an interruption to the Company's operations.

        Other.    World Risk Solutions was formed in November 2004, with the objective of providing certain insurance cost savings, enhanced risk management programs and better loss control practices for the Company. World Risk Solutions underwrites certain risks mainly associated with the Company's aircraft.

11. Related Parties

        As of March 31, 2010, MatlinPatterson owned 95% of outstanding shares of the Company's common stock. Four of Global's directors serve in various executive capacities at MatlinPatterson or one of its affiliates.

        As of March 31, 2010, World had an ACMI contract with Arrow Air, Inc. (Arrow), an airline which is indirectly majority-owned by other investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager. As of March 31, 2010, the ACMI contract included of one MD-11 freighter aircraft. Under this agreement, the aircraft had a minimum block hour guarantee. The Company also periodically leases other aircraft to Arrow under short-term ACMI arrangements, as well as engines. As of March 31, 2010, World also subleased two engines to Arrow. As of December 31, 2009, $2.2 million was due from Arrow and was included in accounts receivable. For the quarter ended March 31, 2010, the Company recorded $5.1 million in revenue from Arrow.

        The Company paid $3.0 million to Gleacher & Company, Inc. (formerly Broadpoint Gleacher Securities Group, Inc.) through its subsidiary Gleacher & Company Securities, Inc. (formerly Broadpoint Capital, Inc.) for financial advisory and placement agent services in connection with the restructuring of its debt during the year ended December 31, 2009. Investment partnerships for which MatlinPatterson Global Advisers LLC acts as investment manager indirectly own a significant interest in Gleacher.

12. Subsequent Events

        Pursuant to the terms of the First Lien Notes, on December 31, 2009, Global made a semiannual offer to repurchase $6.0 million of First Lien Notes at par plus accrued interest. Concurrently, Global also made an offer to repurchase $1.5 million of First Lien Notes at par plus accrued interest related to a cash distribution from the ATA estate in the same amount. Both offers were oversubscribed and on February 3, 2010, the Company funded the offers and repurchased a total of $7.5 million of the First Lien Notes. In June 2010, the Company purchased $8.0 million of its First Lien Notes in the public market for $8.3 million excluding accrued interest.

        In June 2010, the Compensation Committee of the board of directors amended the definition of "Change in Control" within the equity awards under the New Plan to include an acceleration of vesting upon a closing of an initial public offering on or before September 30, 2011.

F-54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
World Air Holdings, Inc.:

        We have audited the accompanying consolidated statements of operations, changes in stockholders' equity and comprehensive loss, and cash flows of World Air Holdings, Inc. and subsidiaries ("World Air Holdings") for the year ended December 31, 2006. These consolidated financial statements are the responsibility of the World Air Holdings management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of World Air Holdings for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

        As discussed in Notes 1 and 5 to the consolidated financial statements, World Air Holdings adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, effective January 1, 2006. Also, as discussed in Notes 1 and 7 to the consolidated financial statements, World Air Holdings adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, as of December 31, 2006.

/s/ KPMG LLP

Atlanta, Georgia
July 3, 2007

F-55

WORLD AIR HOLDINGS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2006

(in thousands)

Operating revenues
	Flight operations		$	824,098
	Other			1,558
		Total operating revenues		825,656
Operating expenses
	Flight			233,951
	Maintenance			147,241
	Aircraft costs			121,114
	Fuel			194,515
	Flight operations subcontracted to other carriers			3,759
	Commissions			38,050
	Depreciation and amortization			7,514
	Sales, general and administrative			80,292
		Total operating expenses		826,436
Operating loss				(780	)
Other income (expense)
	Interest expense			(3,657	)
	Interest income			1,655
	Other, net			135
		Total other expense		(1,867	)
Loss before income tax expense				(2,647	)
Income tax benefit				(355	)
Net loss			$	(2,292	)

See accompanying Notes to Consolidated Financial Statements

F-56

WORLD AIR HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CHANGES

IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS

(in thousands, except share data)

	Common Stock			Additional Paid-In Capital			Retained Earnings			Deferred Stock-Based Compensation			Treasury Stock, at Cost			Accumulated Other Comprehensive Income		Total Stockholders' Equity
Balance at December 31, 2005	$	25			67,770			32,153			(253	)		(12,857	)		—		86,838
Net loss		—			—			(2,292	)		—			—			—		(2,292	)
Cumulative effect adjustment resulting from the adoption of SFAS 158, net of tax of $125		—			—			—			—			—			227		227
Comprehensive loss																			(2,065	)
Exercise of 405,475 stock options		1			527			—			—			—			—		528
Tax benefit of stock option exercises		—			1,377			—			—			—			—		1,377
Amortization of warrants		—			135			—			—			—			—		135
Stock-based compensation		—			1,195			—			—			—			—		1,195
Reversal of award of deferred compensation		—			(303	)		—			303			—			—		—
Reversal of amortization of deferred stock-based compensation		—			—			—			(50	)		—			—		(50	)
Repurchase of 2,222,222 shares of common stock		(2	)		(20,825	)		—			—			—			—		(20,827	)
Retirement of 1,039,694 shares of treasury stock		(2	)		(12,855	)		—			—			12,857			—		—
Balance at December 31, 2006	$	22			37,021			29,861			—			—			227		67,131

See accompanying Notes to Consolidated Financial Statements

F-57

WORLD AIR HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31, 2006

(in thousands)

Cash and cash equivalents at beginning of year				$	46,202
Cash flow from operating activities
Net loss					(2,292	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization				7,514
	Amortization of deferred gain				(406	)
	Loss on disposals of equipment and property				1,055
	Amortization of warrants and debt issuance costs				2,987
	Deferred income taxes				53
	Provision for doubtful accounts				335
	Stock-based compensation				1,195
	Other				282
	Changes in operating assets and liabilities:
		Accounts receivable			34,358
		Restricted cash			5,175
		Deposits, prepaid expenses and other assets			1,724
		Accounts payable, accrued expenses and other liabilities			(17,533	)
		Unearned revenue			1,651
			Net cash provided by operating activities		36,098
Cash flows from investing activities
Purchases of equipment and property					(8,924	)
Net sales of short-term investments					827
Proceeds from disposals of equipment and property					559
			Net cash used in investing activities		(7,538	)
Cash flows from financing activities
Repurchase of common stock					(20,827	)
Repayment of debt					(24,000	)
Proceeds from exercise of stock options					528
Excess tax benefit from employee stock-based compensation plan					1,227
Payment of debt issuance costs					(492	)
			Net cash used in financing activities		(43,564	)
			Net decrease in cash and cash equivalents		(15,004	)
Cash and cash equivalent at end of year				$	31,198
Supplemental information:
	Interest paid			$	447
	Income taxes paid			$	129

See accompanying Notes to Consolidated Financial Statements

F-58

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies

Organization

        The Consolidated Financial Statements include the accounts of World Air Holdings, Inc. ("World Air Holdings" or the "Company"), and its wholly-owned subsidiaries, World Airways, Inc. ("World Airways"), North American Airlines, Inc. ("North American"), and World Risk Solutions, Ltd. ("World Risk Solutions"). World Airways Parts Company, LLC is a wholly-owned subsidiary of World Airways. The Company acquired North American, a privately held airline based in Jamaica, New York, on April 27, 2005. All significant inter-company accounts and transactions have been eliminated in consolidation.

        Effective January 10, 2005, World Airways was reorganized into a holding company structure, which was effected through a merger conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which does not require stockholder approval. All of the outstanding shares of common stock of World Airways, par value $.001 per share, were converted on a share-for-share basis into shares of common stock of World Air Holdings, par value $.001 per share (the "common stock"), and all stockholders of World Airways became stockholders of World Air Holdings through a non-taxable transaction. Stock certificates representing shares of common stock of World Airways are deemed to represent shares of common stock of World Air Holdings until exchanged in the ordinary course as a result of transfers for stock certificates bearing the name of World Air Holdings. Airline operations account for 100% of World Air Holdings' operating revenues.

        World Airways was organized in March 1948 and is a U.S. certificated air carrier. Air transportation operations account for 100% of World Airways' operating revenue. World Airways provides long-range passenger and cargo charter and wet-lease air transportation, serving the U.S. Government, international freight and passenger airlines, tour operators, and customers requiring specialized aircraft services. (see Note 9).

        North American was organized in April 1989 and is a U.S. certificated air carrier. Air transportation accounts for 100% of North American's operating revenues. North American provides passenger charter and wet-lease air transportation serving the U.S. Government, tour operators, and other airlines. In addition, North American operates scheduled passenger service in select markets (see Note 9).

        World Risk Solutions, a Bermuda corporation, was formed in November 2004, with the objective of providing certain insurance cost savings, enhanced risk management programs, and better loss control practices to the Company.

Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include fixed asset useful lives, valuation allowances, (including but not limited to, those related to receivables, inventory, intangibles, and deferred taxes), income tax accounting, self-insured employee benefits, and legal liabilities.

F-59

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

        The Company considers all liquid investments purchased with an original or remaining maturity of 90 days or less to be cash equivalents.

Allowance for Doubtful Accounts

        In the normal course of business, the Company reviews its accounts receivable and uses judgment to assess its ability to collect these receivables. Based on this assessment, an allowance for doubtful accounts is maintained for specifically indentified accounts receivable deemed to be uncollectable.

Allowances for Obsolescence

        Allowances for obsolescence are provided over the estimated useful life of the related aircraft and engines or the term of the related aircraft leases, whichever is shorter.

Equipment and Property

        Provisions for depreciation and amortization of equipment and property are computed over estimated useful lives or the expected term of the lease, if shorter, for capital leases, by the straight-line method, with estimated salvage values of 0-10%. The Company recognizes lease expense on a straight-line basis over the expected term of the lease. The Company currently has no capital leases. Estimated useful life of equipment and property are as follows:

Flight equipment, including aircraft	1-9 years
Other equipment and property	3-7 years

        Improvements to capital equipment, including those performed in response to Airworthiness Directives ("ADs") issued by the Federal Aviation Administration ("FAA"), are capitalized at cost. Modifications, including those in response to ADs, and routine maintenance and repairs are expensed as incurred.

        Deferred gains realized in connection with the sale-leaseback of aircraft and equipment are amortized over the periods of the respective leases.

        Leasehold improvements are stated at cost and amortized over their estimated useful lives or the expected term of the lease, whichever is shorter.

Impairment of Long-Lived Assets

        To the extent that the future undiscounted net cash flows expected to be generated from an asset are less than the carrying amount of the asset, an impairment loss will be recognized based on the difference between the asset's carrying amount and its estimated fair market value. No impairment charges were recognized in 2006.

F-60

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies (Continued)

Goodwill and Intangible Assets

        Pursuant to Statement of Financial Reporting Standards No. 142 ("SFAS No. 142"), Goodwill and Other Intangible Assets,, goodwill and indefinite-lived intangibles, such as the trademark and ETOPS, are not amortized but are subject to annual impairment reviews. Since the trademark, valued at approximately $0.6 million, and ETOPS, valued at approximately $4.7 million, was acquired during 2005 and no events of impairment occurred, the Company concluded that these intangibles were not impaired as of December 31, 2006. The Company performed an annual impairment test as of October 1, 2006 for goodwill and indefinite-lived intangibles. This test indicated that goodwill and indefinite-lived intangibles were not impaired as of December 31, 2006.

        The aircraft leases at market rates in excess of rental rates of $2.8 million are being amortized on a straight-line basis over a weighted average of 31 months, which was the average remaining life of the aircraft leases at the date of the North American acquisition. For the year ending December 31, 2007, the annual amortization expense is estimated to be $0.6 million.

Other Assets and Deferred Charges

        Debt issuance costs are amortized on a straight-line basis, which is not materially different from the results obtained using the effective interest method, over the period the related debt is expected to be outstanding.

        The fair market value of the warrants issued to the ATSB in connection with the loan guarantee was recorded as a long-term other asset and was amortized using the interest method. On March 30, 2006, the Company prepaid the remaining principal balance of $24.0 million under the ATSB Loan with cash reserves. As a result of this prepayment, during the first quarter of 2006, the Company expensed $2.3 million in unamortized debt issuance and warrant costs associated with the ATSB Loan.

        Additionally, in March 2006, World Airways and North American entered into a Loan and Security Agreement with Wachovia Bank, National Association ("Wachovia Loan"), for the issuance of loans and letters of credit up to $50.0 million subject to certain terms, conditions, and limitations. At December 31, 2006, the unamortized debt issuance cost is $0.3 million, which will be amortized over the next 1.3 years.

Revenue Recognition

        Military revenues are recognized as air transportation services are provided on a per leg basis. Charter revenues are initially recorded as unearned revenue at the time of sale and recognized as revenue when air transportation services are provided on a per leg basis. Passenger ticket sales for scheduled service are initially recorded as unearned revenue, and revenue derived from ticket sales is recognized in revenue on a per leg basis at the time the service is provided. Non-refundable tickets expire one year from the date the ticket is purchased. Tickets which expire unused are recognized as revenue upon expiration.

Aircraft Leases

        The majority of the Company's aircraft are leased from third parties. In order to determine the proper classification of its leased aircraft as either operating leases or capital leases, the Company must make certain estimates at the inception of the lease relating to the economic useful life the expected lease term,

F-61

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies (Continued)

and the fair value of an asset, as well as select an appropriate discount rate to be used in discounting future lease payments. These estimates are utilized by management to determine whether the lease is classified as an operating lease or a capital lease. All of the Company's aircraft leases have been classified as operating leases, which results in rental payments being charged to expense over the terms of the related leases. The Company recognizes lease expense on a straight-line basis over the term of the lease. Deferred gains realized in connection with the sale-leaseback of aircraft and equipment are amortized over the periods of the respective leases.

Fuel Reconciliation Adjustments

        Military and charter contracts generally include a fixed rate per gallon for fuel usage with a provision to partially or fully adjust to the actual price per gallon paid. The contracted rate (per mile) and fuel prices (per gallon) are established by the military for a 12-month period running from October to September of the next year. The Company receives reimbursement from the military each month if the price of fuel paid by the Company to fuel vendors for military missions exceeds the fixed price; if the price of fuel paid by the Company to fuel vendors is less than the fixed price, the Company pays the difference to the military. A similar reconciliation is performed for certain charter contracts. The fuel reconciliation is recorded as an adjustment to revenues in the period when air transportation is provided.

Commission Expense

        The Company pays commissions for World Airways and North American based on percentages of military revenues and on scheduled passenger service for North American travel agencies.

Passenger Taxes and Charges

        Certain taxes and charges collected from passengers or customers, including but not limited to, excise taxes and passenger facility charges, remitted to taxing jurisdictions or agencies, are recorded on a net basis in the income statement.

Income Taxes

        The Company's effective tax rate is based on enacted statutory tax rates. Tax regulations require items to be included in the tax returns at different times than the items are reflected in the financial statements. As a result, the Company's effective tax rate reflected in the Consolidated Financial Statements is different than that reported in its income tax returns. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company's tax returns in future years for which it has already recorded the tax benefit in the Consolidated Financial Statements. The Company provides a valuation allowance for deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion, or all of the deferred tax assets, will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including reversals of deferred tax liabilities) during the periods in which those temporary difference will become deductible. Deferred tax liabilities generally represent tax expense recognized in the Consolidated Financial Statements for which payment has been deferred, or expense for which a deduction has already

F-62

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies (Continued)

been taken on the Company's income tax returns but has not yet been recognized as an expense in the Consolidated Financial Statements.

Aircraft Maintenance

        Airframe and engine maintenance costs are recognized using the expense as incurred method of accounting. Under this method, maintenance costs are recognized as expense when maintenance services are completed and as flight hours are flown for nonrefundable maintenance payments required by lease or service agreements. After qualifying maintenance is completed, the Company records a maintenance receivable from the lessors and is reimbursed for amounts paid from the funds held by the lessors.

Post-retirement Benefits Other Than Pensions

        World Airways' retired cockpit crewmembers and eligible dependents are covered under post-retirement health care and life insurance benefits to age 65. A small group of administrative retirees are also covered under a post-retirement health care and life insurance benefits plan for life. The Company accounts for the benefit costs in accordance with Statement of Financial Accounting Standards No. 106, Employers' Accounting for Post-retirement Benefits Other Than Pensions ("SFAS No. 106") and Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Post-retirement Plans ("SFAS 158").

Accounting for Stock-Based Compensation

        Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment ("SFAS 123R") which supersedes Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and revises guidance in SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). This pronouncement requires companies to measure the cost of employee services received in exchange for an award of equity instruments (typically stock options) based on the grant-date fair value of the award. The fair value is estimated using option-pricing models. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Additionally, SFAS 123R requires the cash flows resulting from the tax benefits in excess of the compensation expense recognized for those options (excess tax benefits) to be classified as financing cash flows. SFAS No. 123R applies to new share-based awards and to unvested stock options outstanding on the effective date and issuances under the Company's stock incentive plan. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of its stock based awards and expects to continue using the same methodology in the future (See Note 5). The Company used the modified prospective method to adopt SFAS 123R and therefore did not restate its prior period results.

        Prior to the adoption of SFAS 123R, the Company accounted for stock-based compensation plans under the recognition and measurement principles of APB 25, and related interpretations.

Recently Issued Accounting Standards

        In September 2006, the Securities and Exchange Commission (the "SEC") issued SAB 108. Due to diversity in practice among registrants, SAB 108 expresses SEC staff views regarding the process by which

F-63

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

1. Organization and Summary of Significant Accounting Policies (Continued)

misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 will not have a material impact on the Company's financial statements.

        In September 2006, the FASB issued FASB Staff Position AUG AIR-1 (the "FSP"), "Accounting for Planned Major Maintenance Activities" that eliminates the accrue-in-advance method as an acceptable method of accounting for planned major maintenance activities. The FSP is applicable to fiscal years beginning after December 15, 2006 and requires retrospective application to all financial statements presented. The Company does not believe the impact of the adoption of this FSP will have a material impact on its financial statements.

        In July 2006, the FASB, issued FASB Interpretation No. ("FIN") 48, "Accounting for Uncertainty in Income Taxes" which clarifies the accounting and disclosure requirements for uncertainty in tax positions, as defined. This interpretation is effective for fiscal years beginning after December 15, 2006. FIN 48 requires a two-step approach to evaluate tax positions and determine if they should be recognized in the financial statements. The two-step approach involves recognizing any tax positions that are "more likely that not" to occur and then measuring those positions to determine if they are recognizable in the financial statements. The Company will adopt FIN 48 effective January 1, 2007 and does not believe its adoption will result in a material cumulative-effect adjustment.

2. Segment Information

        The Company has two reportable segments: World Airways and North American. The Company operates and manages these companies as two distinct operating segments, and prepares separate financial statements for each that are reviewed by senior management at World Air Holdings, as well as the chief operating officer and other management at the operating company level. Financial and other information for the year ended December 31, 2006 by reporting segment is set forth below (in thousands):

	Year Ended December 31, 2006
	World Airways		North American			World Air Holdings, World Risk Solutions, and Eliminations			Total
Total revenue	$	559,809	$	267,195		$	(1,348	)	$	825,656
Operating expense		557,211		271,144			(1,919	)		826,436
Operating income/(loss)		2,598		(3,949	)		571			(780	)
Depreciation and amortization expense		6,072		1,425			17			7,514
Capital expenditures	$	6,629	$	2,165		$	130		$	8,924
Total block hours		56,102		27,475			—			83,577

3. Operating Leases

        The Company leases all but one of its operational aircraft fleet under operating lease agreements. At December 31, 2006, World Airways' operating fleet consisted of 17 aircraft, of which nine are passenger aircraft and eight are freighter aircraft, with base lease terms expiring at various dates through 2015. At

F-64

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

3. Operating Leases (Continued)

December 31, 2006, North American's operating fleet consisted of nine aircraft, all of which are operated in passenger configurations, with remaining base lease terms expiring at various dates through 2014.

        In 2004, the Company reached an agreement with one of its MD-11 aircraft lessors to restructure certain leases. In exchange for reduced fixed monthly lease rates and a reduction in the lease terms, the Company agreed to an annual restructuring fee based on net earnings. Payments commenced in 2005 based on 2004 results, and continue through the lease terminations in 2011, which will be paid in 2012. Over the term of the agreement, the total obligation of the Company is limited to $24.2 million on a cumulative basis. In each year, the cash payment is limited to $3.6 million per year for 2006 through and including 2011, and $1.0 million in 2012. Although cash disbursements are limited each year, due to the cumulative nature of the agreement, expense recognized may differ from the related cash payment to be disbursed in the following year. The Company and the lessor agreed to a definitive methodology used to calculate the restructuring fee. As a result, the Company recognized no expense in 2006 due to the Company's net loss. The Company's related cash payment was $3.6 million in 2006.

        Rental expense, primarily relating to aircraft leases, totaled approximately $122.6 million for the year ended December 31, 2006. Certain of the Company's operating leases require rental payments that vary in amount from year to year. The Company accounts for the cost of these leases on a straight-line basis, thereby recognizing annual rent expense evenly over the lease term.

        Certain of the Company's aircraft leases also require the Company to pay certain amounts related to maintenance reserves for airframes, engines, auxiliary power units and landing gears based on flight hours and cycles. Certain return conditions also must be met prior to returning the aircraft to the lessor. The Company also pays maintenance fees to certain maintenance providers for auxiliary power units based on flight hours. The aggregate amount the Company paid and expensed in 2006 for maintenance reserves for airframes, engines, auxiliary power units and landing gears, and maintenance fees for auxiliary power units was $50.5 million.

4. Capital Stock

        In December 2003, the Company issued to the ATSB, as consideration for the federal loan guarantee, warrants to purchase an aggregate of 2,378,223 shares of common stock. These warrants were vested and fully exercisable at the date of grant. The fair value of these warrants on the date of grant using the Black-Scholes option-pricing model was $4.8 million. The following table shows details of the warrants issued to the ATSB as well as the assumptions used in the Black-Scholes option-pricing model:

Number of Shares	Exercise Price		Expiration Date		Risk Free Interest Rate			Expected Dividend Yield			Volatility			Expected Life
1,269,022	$	0.78		12/31/2008		3.23	%		0	%		50	%		5.0 yrs
111,111	$	2.50		8/23/2004		1.22	%		0	%		50	%		0.7 yrs
111,111	$	2.50		3/29/2005		0.96	%		0	%		50	%		1.2 yrs
886,979	$	3.20		12/31/2009		3.43	%		0	%		50	%		6.0 yrs

F-65

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

4. Capital Stock (Continued)

        In August 2004, the ATSB exercised warrants to purchase 111,111 shares at $2.50 per share and, pursuant to the net exercise provisions of the warrants, received 21,994 shares of the Company's common stock. Additionally, in February 2005, the ATSB exercised warrants to purchase an additional 111,111 shares at $2.50 per share and, pursuant to the net exercise provisions of the warrants, received 76,345 shares of the Company's common stock. In October 2006, the Company completed the Tender Offer and purchased 2.22 million shares of its outstanding common stock (See Note 6). As a result of the Tender Offer, the Company modified the number of warrants and exercise price pursuant to the provisions of the ATSB warrant agreement. Therefore, the ATSB held warrants to purchase 1,153,973 shares and 806,616 shares at $0.86 and $3.52 per share, respectively at December 31, 2006.

        The Company recorded the fair value of these warrants within other long-term assets, with a credit to additional paid-in capital. The Company recorded amortization of $1.8 million in March 2006, when the debt was prepaid in full.

5. Stock-Based Compensation

Stock Incentive Plans

        Under the World Air Holdings, Inc. Amended and Restated 1995 Stock Incentive Plan (the "1995 Plan"), members of the Company's Board of Directors, employees, and consultants to the Company or its affiliates are eligible to receive stock incentive awards. At December 31, 2006, the Company has reserved 3,030,162 shares of common stock for issuance under the 1995 Plan. Options expire at the earlier of the stated expiration, which shall not exceed ten years from the date of grant, or one year after the termination of a grantee's employment with the Company. The exercise price for options granted is the fair market value of the common stock on the date of grant. Outstanding options become vested and fully exercisable at various times through August 2013.

        During 2005, the Company issued 50,000 shares of restricted stock with vesting over a four year required service period, and recorded compensation expense over the same period. In February 2006, the employee to whom the stock was issued resigned and, accordingly, the restricted stock grant terminated and was cancelled effective on the date of termination. During the first quarter of 2006, the Company reversed $0.3 million of deferred stock-based compensation related to the forfeiture of this restricted stock grant.

        Under a Non-Employee Directors' Stock Option Plan (the "Directors' Plan"), non-affiliate directors are granted options to purchase 10,000 shares of common stock, upon election or appointment to the Board of Directors of the Company. Options granted under the Directors' Plan vest in 36 equal monthly installments following the award, as long as the individual remains a director of the Company. The Director's Plan provided that after December 31, 2005, no additional options could be granted from this plan.

Stock Options

        For stock option awards granted prior to January 1, 2006, but for which the vesting period is not complete, the Company adopted SFAS 123R using the "modified prospective method" of accounting permitted under SFAS 123R. Under this method, the Company accounts for such awards on a prospective basis, with expense being recognized in the consolidated statements of income beginning in the first

F-66

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

5. Stock-Based Compensation (Continued)

quarter of 2006, using the grant-date fair values previously calculated in prior pro forma disclosures. The Company will recognize the related compensation cost not previously recognized in the pro forma disclosures over the remaining vesting periods.

        The fair value of stock options is determined at the grant date using a Black-Scholes option pricing model, which requires the Company to make several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The dividend yield on the Company's common stock is assumed to be zero since the Company does not pay dividends and has no current plans to do so in the future. The market price volatility of the Company's common stock is based on the historical volatility of the common stock price over an approximate four year time period. The expected term of the options is based on historical experience of all option grants.

        During the third quarter of 2006, the Company granted options to purchase 333,400 shares under the 1995 Stock Incentive Plan. These stock options vest in 33¹/3% increments on the first three anniversary dates of the awards; thus, the Company will recognize compensation expense for these awards on a straight-line basis over each award's vesting period.

        The per share weighted-average fair value of the options to purchase 333,400 shares granted during the third quarter of 2006 was $4.61 on the date of grant using the Black-Scholes options-pricing model with the following weighted-average assumptions:

Expected dividend yield	0	%
Risk-free interest rate	4.6	%
Expected life (in years)	4.0
Expected stock volatility	80.9	%

        The table below summarizes stock option award activity pursuant to the Company's plans for December 31, 2006:

		Number of Shares (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2005			1,728		$	2.25
	Granted		333			7.44
	Exercised		(405	)		1.30
	Forfeited		(32	)		2.59
Outstanding at December 31, 2006			1,624			3.55		4.5	$	10,296
Exercisable at December 31, 2006			1,108		$	2.31		3.7	$	7,205
Vested & Expected to Vest at December 31, 2006			1,454

        At December 31, 2006, the range of exercise prices per share and weighted-average remaining life of outstanding options was $0.91—$7.53 and 4.5 years, respectively.

F-67

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

5. Stock-Based Compensation (Continued)

        The following table summarizes stock options outstanding and exercisable at December 31, 2006 (in thousands, except per share amounts):

		Outstanding Options						Exercisable Options
Range of Exercise Price		Number of Options		Weighted Average Remaining Life Years		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$0.56 - 1.25			510		2.3	$	0.91		510	$	0.91
1.26 - 2.50			38		1.1	$	1.57		38	$	1.57
2.51 - 3.75			671		5.2	$	3.46		516	$	3.42
3.76 - 5.00			6		5.1	$	4.06		—		—
5.01 - 6.25			56		5.5	$	6.15		39	$	6.15
6.25 - 7.50			334		6.6	$	7.44		—		—
7.50 - 8.75			10		8.3	$	7.53		5	$	7.53
	Total		1,625		4.5	$	3.55		1,108	$	2.31

        At December 31, 2006, the number of shares issuable upon the exercise of options was 1,107,563 and the weighted-average exercise price per share of the options was $2.31.

        The total intrinsic value of options exercised for the year ended December 31, 2006, determined as of the date of exercise of options, was $3.1 million. Cash received from option exercises during 2006 totaled $0.5 million.

        The Company recorded $0.4 million of stock-based compensation expense related to non-vested stock options to sales, general and administrative expense for the year ended December 31, 2006. The excess tax benefit realized for the tax deduction from option exercises under the Company plan was $1.4 million for 2006, which generated cash flows from excess tax benefits, under the long-haul method, of $1.2 million.

        At December 31, 2006, there was approximately $1.3 million of total unrecognized compensation expense related to non-vested stock options granted under the Company's stock incentive plans. That cost is expected to be recognized over a weighted-average period of 2.5 years.

Restricted Stock Awards

        During the third quarter of 2006, the Company granted 196,800 shares of restricted common stock to non-employee members of the board, executive officers, officers, and certain other management employees of the Company. The restricted shares were granted pursuant to the 1995 Plan. The fair value at the date of grant of these shares was $1.7 million. Compensation expense for these awards will be recognized on a straight-line basis over the weighted-average requisite service period of 4.1 years.

        The Company recorded $0.2 million of stock-based compensation expense to sales, general and administrative expense for the year ended December 31, 2006 associated with these restricted stock awards. At December 31, 2006, there was approximately $1.5 million of total unrecognized compensation expense related to non-vested restricted stock granted under the Company's stock incentive plan, which is expected to be recognized over a weighted-average vesting period of 4.1 years.

F-68

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

5. Stock-Based Compensation (Continued)

Stock Option Awards Review

        During 2006, under the direction of the Audit Committee of the Board of Directors, the Company voluntarily initiated a review of all stock option awards from the date of the Company's initial public offering of its common stock in 1995 through December 31, 2006. In order to ensure independence and objectivity, the Company also retained a law firm that is independent of the Company to perform a review of all prior stock option awards as an independent investigation. The independent counsel engaged to perform that review has submitted its report to the Audit Committee, which accepted the report and deemed the review concluded. Based on its own review and the review of independent counsel, the Company concluded that, although no backdating or other intentional misconduct was found, the Company had not properly accounted for certain options awarded in each of the years 1997 through 2003.

        The impact of such adjustments, consisting of previously unrecognized compensation expense, for each of such years and in the aggregate is as follows:

	1997			1998			1999			2000			2001			2002			2003			Total
	(in thousands)
Stock Compensation Expense	$	79		$	(20	)	$	—		$	103		$	256		$	79		$	73		$	570
Tax effect		—			—			—			—			—			—			(15	)		(15	)
Total, net of tax	$	79		$	(20	)	$	—		$	103		$	256		$	79		$	58		$	555
Income/(loss) before taxes	$	12,230		$	(10,905	)	$	(13,653	)	$	(3,159	)	$	(26,037	)	$	2,041		$	19,123
Percent of income before taxes		0.6	%		0.2	%		0.0	%		3.3	%		1.0	%		3.9	%		0.4	%

        The Company recorded this cumulative adjustment of $0.6 million to sales, general, and administrative expenses in its consolidated financial statements for the quarter ended September 30, 2006.

6. Tender Offer

        On September 5, 2006, the Company's Board of Directors authorized a "modified Dutch Auction" tender offer whereby the terms permitted the Company to repurchase up to 2.22 million shares of its common stock at a price per share not greater than $9.50 and not less than $9.00.

        In October 2006, the Company completed the Tender Offer and purchased 2.22 million shares of its outstanding common stock at a price per share of $9.20 totaling approximately $20.8 million, which was funded through borrowings under the Wachovia Loan. The shares purchased represented approximately 9.1% of the Company's outstanding common stock at October 12, 2006.

7. Employee Benefit Plans

        World Airways' Crewmembers Target Benefit Plan (the "Target Benefit Plan") is a defined contribution plan covering cockpit crewmembers with contributions based upon wages, as defined. It is a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Expense for the Target Benefit Plan totaled $3.0 million for the year ended December 31, 2006.

        World Airways also sponsors a Crewmembers Deferred Income Plan (the "Deferred Income Plan"). It is a tax-qualified retirement plan under Section 401(k) of the Code. Under the Deferred Income Plan,

F-69

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

7. Employee Benefit Plans (Continued)

cockpit crewmembers may elect to invest salary deferrals of up to $15,000 or 25% of their salary in selected investment funds. The Company does not make any contributions to the Deferred Income Plan.

        World Airways' flight attendants participate in a pension plan maintained by the International Brotherhood of Teamsters ("IBT"). This plan is a multi-employer plan subject to the funding and other provisions of the Pension Protection Act of 2006. Contributions made to the IBT on behalf of the flight attendants totaled $1.3 million for the year ended December 31, 2006.

        Under World Air Holdings' and World Airways' 401(k) Administrative Plan ("401(k) Plan"), employees may elect to invest salary deferrals of up to $15,000 or 25% of their salary in selected investment funds. It is a tax-qualified retirement plan under Section 401(k) of the Code. The Company contributes matching funds to the 401(k) Plan equal to 50% of participants' voluntary deferrals up to 10% of salary. The Company expensed, for its contribution to the 401(k) Plan, approximately $0.7 million during the year ended December 31, 2006.

        World Airways has a profit sharing bonus plan (the "Profit Sharing Plan") for its cockpit crewmembers and flight attendants pursuant to agreements with the unions representing the two groups. It is not a tax-qualified plan under the Code. Distributions under the Profit Sharing Plan are equal to 20% of net earnings, as defined, subject to an annual limitation of 10% of the total annual aggregate compensation of World Airways employees participating in the Profit Sharing Plan in that year. Due to net losses for the year ended December 31, 2006, the Company recorded no profit sharing expense during 2006.

        World Air Holdings and World Airways have a profit sharing bonus plan for management, administrative and operations personnel. Due to net losses for the year ended December 31, 2006 the Company recorded no profit sharing expense during 2006.

        World Airways' cockpit crewmembers and eligible dependents are covered under a post-retirement health care and life insurance benefits plan until age 65. A small group of administrative retirees are also covered under a post-retirement health care and life insurance benefits plan for life. The Company accrues for the cost of post-retirement health and life insurance benefits in accordance with SFAS No. 106 but funds the benefit costs on a pay-as-you-go (cash) basis.

        In December 2006, the Company adopted the recognition and disclosure provisions of SFAS 158. SFAS 158 requires the Company to recognize in its statement of financial position an asset for a defined benefit pension or post-retirement plan's overfunded status or a liability for a plan's underfunded status, and to recognize changes in that funded status through other comprehensive income/(loss) in the year in which the changes occur. SFAS 158 will not change the amount of net periodic benefit expense recognized in the Company's results of operations.

        World Airways uses a December 31st measurement date for the post-retirement health care and life insurance benefits plan. During 2005, the Company's accumulated benefit obligation assumptions were modified for the following:

•

The retirement eligibility provision was adjusted to reflect that World Airways cockpit employees have the option to retire at the age of 55 with at least five years of service in addition to the previously reflected age 60 provision.

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WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

7. Employee Benefit Plans (Continued)

•

A flat $50,000 life insurance benefit was added effective February 1, 2005 for cockpit retirees who die prior to age 65.

        A summary of the net periodic post-retirement benefit costs is as follows (in thousands):

Service cost	$	1,053
Interest cost on accumulated post-retirement benefit obligation		540
Amortization of prior service cost		11
Net amortized loss		156
Net periodic post-retirement benefit cost	$	1,760

        The assumed discount rate used to measure the accumulated post-retirement benefit obligation for 2006 was 5.75%. The medical cost trend rate in 2006 was 10.75% and trending down to an ultimate rate in 2015 and beyond of 5.0%. A one percentage point increase in the assumed health care cost trend rates for each future year would have increased the aggregate of the service and interest cost components of 2006 net periodic post-retirement benefit cost by $226,000. A one percentage point decrease in the assumed health care cost trend rates for each future year would have decreased the aggregate of the service and interest cost components of 2006 net periodic post-retirement benefit cost by $193,000.

        World Airways used the following actuarial assumptions to determine its net periodic benefit cost for the year ended December 31, 2006, as measured at December 31, 2006, and its benefit obligations at December 31, 2006:

Assumption	Used for Net Periodic Post-Retirement Benefit Cost for 2006	Used for Benefit Obligations as of December 31, 2006
Discount rate	5.25%	5.75%
Salary increase*	not applicable	not applicable
Long-term rate of return*	not applicable	not applicable

*

The salary increase assumption is not applicable because the benefits are not related to compensation. The long-term rate of return assumption is not applicable because the plan is funded on a pay as go basis.

        The Company expects to contribute the following amounts to the post-retirement health care benefit plan in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter. Benefit

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WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

7. Employee Benefit Plans (Continued)

payments, which reflect expected future service, are based on assumptions about future events. Actual benefit payments may vary significantly from the estimates listed below (in thousands):

2007	$	353
2008		398
2009		475
2010		535
2011		577
2012 through 2016		3,800
Total	$	6,138

        North American provides a tax qualified 401(k) employee savings plan for the benefit of substantially all employees. Under the plan, employees may contribute up to $15,000 of their salary. North American matches employees' contributions up to 100% of the first 3% of compensation plus 50% of the next 2% of compensation. North American also has the option to make additional profit-sharing contributions to the plan. Total contribution expense for matching of elective deferrals for the year ended December 31, 2006 was $0.6 million.

        North American had implemented a profit sharing plan for its employees. It is not a tax-qualified plan under the Code. The plan provided for payment based on certain earnings targets for the year ended December 31, 2006. Due to net losses for the year ended December 31, 2006, North American recorded no profit sharing expense during 2006.

8. Income Taxes

        The components of income tax expense for the year ended December 31, 2006 were as follows (in thousands):

Current:
	Federal	$	173
	State		(953	)
	Foreign		372
Deferred:
	Federal		73
	State		(20	)
		$	(355	)

F-72

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

8. Income Taxes (Continued)

        Income tax expense differed from the amounts computed by applying the U.S. federal statutory income tax rate of 35% to pre-tax income as a result of the following (in thousands):

Expected Federal income tax benefit at the statutory rate of 35%		$	(926	)
State and local taxes (net of federal benefit)			(52	)
Other:
	Meals and entertainment		893
	Other		(270	)
Income tax expense benefit		$	(355	)

        World Airways is presently under examination by the IRS for the income tax return filed for the year ended December 31, 2004. North American is presently under examination by the IRS for the S-Corporation income tax returns filed for the years ended December 31, 2003 and 2004. Currently, there are no adjustments proposed by the IRS and the impact of this examination is not determinable.

9. Major Customers and Products

        Information concerning customers for 2006 in which their revenues comprise 10% or more of the Company's total operating revenues is presented in the following table (in millions):

World Airways
U.S. Air Force ("USAF") Air Mobility Command	$	398.7

North American
U.S. Air Force ("USAF") Air Mobility Command	$	159.4

        Information concerning the Company's revenues comprising 10% or more of total operating revenues is presented in the following table (in millions):

World Airways
Passenger Charter Operations	$	445.8
Cargo Charter Operations	$	112.3

North American
Passenger Charter Operations	$	204.8
Passenger Scheduled Service		61.2

10. Commitments and Contingencies

Union Negotiations and Litigation:

        World Airways' Cockpit Crewmembers:    The cockpit crewmembers, who account for approximately 29.9% of the total workforce at World Airways and are represented by the International Brotherhood of Teamsters ("IBT"), are subject to a collective bargaining agreement which will become amendable on March 1, 2009.

F-73

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

10. Commitments and Contingencies (Continued)

        World Airways' Flight Attendants:    The World Airways' flight attendants, representing approximately 41.9% of World Airways employees, are subject to a collective bargaining agreement that became amendable August 31, 2006. Negotiations began in mid-August 2006 with the IBT and are ongoing.

        North American's Cockpit Crewmembers:    The National Mediation Board ("NMB") certified the IBT to represent North American's cockpit crewmembers (approximately 24.6% of the total employees at North American) on January 16, 2004. North American and the IBT commenced negotiations for their first collective bargaining agreement on April 6, 2004 and have met on numerous occasions. Although representatives from North American and the IBT continue to negotiate the terms of a comprehensive final agreement under the auspices of the NMB, no collective bargaining agreement has yet been reached.

        North American's Flight Attendants:    On July 26, 2005, the NMB authorized a union election (the IBT) among North American's flight attendants. Flight attendants comprise approximately 37.4% of employees at North American. On August 31, 2005, a majority of flight attendants voted for IBT representation. Negotiations began in 2006 between North American and the IBT and are ongoing.

Other Litigation:

        On January 9, 2004, Whitebox Convertible Arbitrage Partners, L.P. and Pandora Select Partners, L.P. filed a complaint alleging breach of contract by World Airways in connection with its exchange in December 2003 of $22,545,000 aggregate amount of 8.0% Convertible Senior Subordinated Debentures due in 2004 (the "Old Debentures") for a like amount of the newly-issued Debentures.

        In August 2006, World Airways and the plaintiff agreed to settle this matter with a full release, in exchange for approximately $0.4 million cash consideration. The settlement was accrued during the six month period ended June 30, 2006 and was subsequently paid in September 2006.

        For competitive and economic reasons, effective as of January 2005, North American unilaterally reduced cockpit crewmember wages and other benefits in addition to modifying certain work rules. The IBT thereafter filed suit against North American. The United States District Court for the Northern District of California ruled in North American's favor; the IBT appealed and the decision of the Ninth Circuit is pending. North American will continue to vigorously defend itself; however, the Company cannot give any assurance that this litigation will not have a material adverse effect on its financial condition, results of operations, or liquidity.

        North American, along with certain unrelated entities, is a defendant in litigation brought in the Dominican Republic for, among other things, breach of contract. Consequently, approximately $0.9 million of North American's funds were embargoed and were not controlled by North American until August 2006, when the court in the Dominican Republic lifted the embargo and the funds were returned to North American in October 2006. North American believes that the litigation is without merit, and intends to vigorously contest the claims. Management believes that the ultimate outcome of these proceedings to which the Company is currently a party will not have a material adverse effect on the Company's financial condition, results of operations or liquidity.

        North American was a defendant in a legal action pending in California brought by a former pilot for various causes of action, including wrongful termination. In May 2006, North American and the plaintiff

F-74

WORLD AIR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2006

10. Commitments and Contingencies (Continued)

agreed to settle this matter with a full release, in exchange for $2.3 million cash consideration. The settlement was accrued at December 31, 2005 and was paid in May 2006.

        In the ordinary course of business, the Company is party to various other legal proceedings and claims which we believe are incidental to the operations of our business. Management believes that the ultimate outcome of these proceedings to which the Company is currently a party will not have a material adverse effect on the Company's financial condition, results of operations or liquidity.

11. Subsequent Events

        On April 5, 2007, the Company announced that it has entered into an agreement to be acquired by Global Aero Logistics, Inc. for $315.0 million in an all-cash transaction. Under the terms of the agreement, World Air Holdings shareholders will receive $12.50 in cash for each share of the Company's common stock owned.

        Delta Air Lines, Inc. ("Delta") filed for bankruptcy in 2005. World Airways filed a claim against Delta for certain maintenance and lease payments the Company had made to Delta under maintenance service and equipment lease agreements. In May 2007, World Airways reached a settlement agreement with Delta whereby the Company will have an allowed general unsecured claim in Delta's bankruptcy case in the amount of $5.5 million. This agreement had no impact on the consolidated financial statements for the year ended December 31, 2006.

F-75

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth all expenses (subject to future contingencies) payable by us in connection with the issuance and distribution of our securities being registered hereby. All amounts are estimated except the SEC registration fee:

Expenses	Amount
SEC registration fee	$	7,130
FINRA fee		10,500
Listing application fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent fees and expenses		*
Miscellaneous expenses		*
TOTAL	$	*

*

To be filed by amendment

Item 14.    Indemnification of Directors and Officers.

        Section 145(a) of the General Corporation Law of the State of Delaware (the "DGCL") provides in relevant part that a corporation may indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

II-1

        Our Certificate of Incorporation limits the liability of directors to the fullest extent permitted by Delaware law, and our By-laws provide for the indemnification of our directors and officers to the maximum extent permitted by Delaware law.

        Section 145(g) of the DGCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

        We maintain a Directors' and Officers' liability insurance policy that provides coverage to its directors and officers.

Item 15.    Recent Sales of Unregistered Securities

        During the last three years, we made the following sales of unregistered securities. The amounts below do not give effect to a         -for-one stock split of our common stock to be effected prior to the closing of this offering.

        On August 14, 2007, the Company issued warrants for 7,261 shares of common stock, at an exercise price of $10 per share, to the lenders under a term loan. On October 23, 2007, MatlinPatterson purchased the warrants for 1,808 shares held by one of the lenders and immediately exercised such warrants, resulting in the issuance of 1,808 shares of common stock. The remaining warrants for 452 shares of common stock are held by Jefferies Finance LLC, an affiliate of one of the underwriters of this offering.

        The Company issued 11,507,142 shares of Series A convertible preferred stock to MatlinPatterson for an aggregate purchase price of $161.1 million, or $14.00 per share, on August 14, 2007. The Series A preferred stock we issued had an annual cumulative dividend rate of 16.0% payable in common stock upon conversion but in no event will such dividend be equal to a value less than $8.0 million. On February 6, 2009, MatlinPatterson converted a $7.0 million note plus accrued interest into 548,558 shares of Series A convertible preferred stock, and purchased an additional 1,428,571 shares of Series A convertible preferred stock for $20 million in cash.

        On April 6, 2009, MatlinPatterson, the holder of all the Series A convertible preferred stock, converted the outstanding Series A convertible preferred stock and accrued dividends and, as a result of a rights offering to accredited investors, the Company issued 238,259 shares of common stock.

        On August 13, 2009, we issued $175 million of its First Lien Notes in a private offering to qualified institutional buyers, a limited number of institutional investors, and non-U.S. persons. Jefferies & Company, Inc., one of the underwriters of this offering, was the initial purchaser of the First Lien Notes.

        On September 29, 2009, we issued GSO Capital Partners LP warrants to purchase 8,380 shares of common stock at an exercise price of $0.01 in consideration of making the Second Lien Loan. These warrants were immediately exercised, resulting in GSO Capital Partners LP acquiring 8,380 shares of common stock.

        The issuance of securities described above was deemed to be exempt from registration under the Securities Act in reliance on the exemption provided by Section 4(2) thereof for transactions not involving a public offering. In addition, the issuance of common stock upon conversion of the Series A convertible preferred stock were also deemed to be exempt from registration in reliance on the exemption provided by Section 3(a)(9) for securities issued solely in exchange for other securities of the issuer.

        The Company has issued the following numbers of shares of common stock as restricted stock under the Registrant's 2009 Long Term Incentive Plan. In each case, no cash consideration was received for the

II-2

shares and no underwriter was involved. These issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, given the limited number of recipients, the absence of general solicitation and the transfer restrictions applicable to such shares.

Date	No. of Shares		Recipients
June 29, 2009		8,428	9 officers
December 9, 2009		269	1 officer
March 28, 2010		134	1 officer

Item 16.    Exhibits and Financial Statement Schedules.

(a)—Exhibits

Exhibit Number		Exhibit Description
	1.1	Form of Underwriting Agreement.*
	2.1	First Amended Joint Chapter 11 Plan for ATA Holdings Corp. and its subsidiaries. Incorporated by reference to Exhibit 2.5 filed with Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 333-146958, filed January 9, 2008.
	2.2	Reorganizing Debtors' Firm Immaterial Modification and Clerical Correction to the First Amended Joint Chapter 11 Plan of Reorganization for ATA Holdings Corp. and its subsidiaries. Incorporated by reference to Exhibit 2.6 filed with Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 333-146958, filed January 9, 2008.
	2.3	Order Confirming the First Amended Joint Chapter 11 Plan for ATA Holdings Corp. and its subsidiaries.
	2.4	First Amended Chapter 11 Plan of ATA Airlines, Inc.
	2.5	Order Confirming First Amended Chapter 11 Plan of ATA Airlines, Inc.
	3.1	Amended and Restated Certificate of Incorporation of the Company, as of the date of this prospectus.
	3.2	Amended and Restated By-laws of the Company, as of the date of this prospectus.
	3.3	Form of Amended and Restated Certificate of Incorporation of the Company, upon the completion of this offering.*
	3.4	Form of Amended and Restated By-laws of the Company, upon the completion of this offering.*
	5.1	Form of Opinion of Bryan Cave LLP.*
	10.1	Amended and Restated Employment Agreement between the Company and Robert R. Binns dated January 1, 2009.
	10.2	Amended and Restated Employment Agreement between the Company and William A. Garrett dated January 1, 2009.
	10.2(a)	Amendment to Amended and Restated Employment Agreement between the Company and William A. Garrett dated as of January 1, 2009.
	10.3	Amended and Restated Employment Agreement between the Company and Charles McDonald dated January 1, 2009.

II-3

Exhibit Number		Exhibit Description
	10.4	Amended and Restated Employment Agreement between the Company and Mark. M. McMillin dated January 1, 2009.
	10.5	Amended and Restated Employment Agreement between the Company and Jeffrey Sanborn dated January 1, 2009.
	10.6	Employment Agreement between the Company and Brian T. Bauer dated May 17, 2010.
	10.7	Global Aviation Holdings Inc. 2009 Long-Term Incentive Plan for Non-employee Directors.
	10.8	Global Aviation Holdings Inc. 2009 Long-Term Incentive Plan.
	10.9	Short-Term Incentive Plan.*
	10.10	Form of Nonqualified Stock Option Award Agreement under the 2009 Long-Term Incentive Plan for Non-employee Directors.
	10.11	Form of Restricted Stock Award Agreement under the 2009 Long-Term Incentive Plan.
	10.12	Form of Nonqualified Stock Option Award Agreement under the 2009 Long-Term Incentive Plan.
	10.13	Form of Incentive Stock Option Award Agreement under the 2009 Long-Term Incentive Plan.
	10.14	Form of Nonqualified Stock Option Award Agreement pursuant to the Stock Option Plan for Management Employees of New ATA Holdings, Inc.
	10.15	Nonqualified Stock Option Award Agreement pursuant to the New ATA Holdings Inc. 2006 Long Term Incentive Plan.
	10.16	Indenture by and among the Company, North American Airlines, Inc., World Airways, Inc. and Wells Fargo Bank, N.A., dated as of August 13, 2009, together with form of First-Lien Note.
	10.17	First-Lien Security Agreement made by the Company, North American Airlines, Inc. and World Airways, Inc. in favor of Wells Fargo Bank, N.A., dated as of August 13, 2009.
	10.18	Registration Rights Agreement by and among the Company, North American Airlines, Inc., World Airways, Inc. and Jefferies & Company, Inc., dated as of August 13, 2009.
	10.19	Intercreditor Agreement by and among the Company, North American Airlines, Inc., World Airways, Inc., Wells Fargo Bank, N.A., and Jefferies Finance LLC, dated as of August 13, 2009.
	10.20	Second-Lien Term Loan Agreement by and among the Company, North American Airlines, Inc., World Airways, Inc., Blackstone/GSO Capital Solutions Fund LP, Blackstone Holdings Finance Co. LLC, and Wells Fargo Bank, N.A., dated as of September 29, 2009.
	10.21	Second-Lien Security Agreement by and among the Company, North American Airlines, Inc., World Airways, Inc., Blackstone/GSO Capital Solutions Fund LP, Blackstone Holdings Finance Co. LLC, and Wells Fargo Bank, N.A., dated as of September 29, 2009.
	10.22	FY10 International Airlift Services Contract/Contract No. HTC711-09-D-0004, effective as of October 1, 2009, issued by USTRANSCOM/TCAQ-CP to Alliance Contractor Team.*
	10.23	Warrant Agreement dated as of August 14, 2007, between the Company and JPMorgan Chase Bank, N.A. Incorporated by reference to Exhibit 10.22 filed with Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 333-146958, filed January 9, 2008.

II-4

Exhibit Number		Exhibit Description
	10.24	Warrant Agreement between the Company and Registrar and Transfer Company dated as of February 28, 2006.
	21.1	List of Subsidiaries of the Company.
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
	23.3	Consent of Bryan Cave LLP (to be included in Exhibit 5.1).*
	23.4	Consent of Incoming Director.
	24.1	Power of Attorney (included in signature page hereof).

*

To be filed by amendment

Item 17.    Undertakings

        The undersigned hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        We hereby undertake that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peachtree City, State of Georgia, on June 28, 2010.

GLOBAL AVIATION HOLDINGS INC.
By:	/s/ WILLIAM A. GARRETT William A. Garrett Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Global Aviation Holdings Inc., do hereby constitute and appoint William A. Garrett and Mark M. McMillin, or either of them, our true and lawful attorneys and agents, with full power of substitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments and any related registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended) hereto and we do hereby ratify and confirm that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities stated and on the 28^th day of June 2010.

Signature	Title
/s/ ROBERT R. BINNS Robert R. Binns	Chief Executive Officer and Chairman of the Board (principal executive officer)
/s/ WILLIAM A. GARRETT William A. Garrett	Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer)
/s/ MARJORIE BOWEN Marjorie Bowen	Director
/s/ DAVID MATLIN David Matlin	Director

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Signature	Title
/s/ JASON NEW Jason New	Director
/s/ MARK PALMER Mark Palmer	Director
/s/ PETER SCHOELS Peter Schoels	Director
/s/ WILLIAM STOCKBRIDGE William Stockbridge	Director
/s/ LAWRENCE TEITELBAUM Lawrence Teitelbaum	Director

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EX-2.3

Exhibit 2.3

IN THE UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION

In re:	)	Chapter 11
	)
ATA Holdings Corp., et al.,	)	Case No. 04-19866
	)	(Jointly Administered)
Debtors.	)

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER
UNDER 11 U.S.C. § 1129(a) AND (b) AND FED. R. BANKR.
P. 3020 CONFIRMING THE FIRST AMENDED JOINT CHAPTER 11 PLAN
FOR REORGANIZING DEBTORS(1), AS FURTHER
IMMATERIALLY MODIFIED

This matter is before the Court for the entry of an order confirming the First Amended Joint Chapter 11 Plan For Reorganizing Debtors, dated December 14, 2005 filed by ATA Holdings Corp., ATA Airlines, Inc., ATA Leisure Corp., ATA Cargo, Inc., and American Trans Air Execujet, Inc. (collectively, the “Reorganizing Debtors”) in the above captioned cases (the “Chapter 11 Cases”) modified by the Reorganizing Debtors’ First Immaterial Modification And Clerical Correction To The First Amended Joint Chapter 11 Plan Of Reorganization For

The Reorganizing Debtors (“Approved Immaterial Modification”) filed on January 6, 2006 and approved on January 10, 2006 and this order (the “Plan”).  MatlinPatterson Global Advisors LLC, a Delaware limited liability company (“MatlinPatterson”), on behalf of the New Investor,(2) is a co-proponent of the Plan with the Reorganizing Debtors, as the term “proponent” is used in Section 1129 of the Bankruptcy Code.  On December 14, 2005, the Court approved the [Proposed] Disclosure Statement With Respect To First Amended Joint Chapter 11 Plan For Reorganizing Debtors (Docket # 3375) (the “Disclosure Statement”).

Based upon the (i) Affidavit Of Sean G. Frick In Support Of Confirmation Of The First Amended Joint Chapter 11 Plan For Reorganizing Debtors, (ii) Affidavit Of Francis J. Conway In Support Of Confirmation Of The First Amended Joint Chapter 11 Plan For Reorganizing Debtors (iii) Affidavit Of Balloting Agent Regarding Solicitation And Tabulation Of Votes In Connection With Amended Joint Chapter 11 Plan For Reorganizing Debtors (the “BMC Affidavit”), (iv) all other evidence admitted and arguments of counsel made at the Confirmation Hearing (as defined below), and (v) the entire record of these Chapter 11 Cases; after due deliberation thereon; and good and sufficient cause appearing therefor, the Bankruptcy Court hereby makes the following findings of fact, conclusions of law, and enters this Order confirming the Plan.

THIS COURT FINDS AND CONCLUDES:

A.            Filing Of First Amended Plan.  On September 30, 2005, the Reorganizing Debtors filed the Joint Chapter 11 Plan Of Reorganizing Debtors (the “Initial Plan”) (Docket # 3005) and the Disclosure Statement With Respect To The Joint Chapter 11 Plan Of Reorganizing Debtors

(1)The Reorganizing Debtors are: ATA Holdings Corp. (04-19866), ATA Airlines, Inc. (04-19868), ATA Leisure Corp. (04-19870), ATA Cargo, Inc. (04-19873), and American Trans Air Execujet, Inc. (04-19872).

(2) Capitalized terms that are not differently defined herein have the meanings ascribed to them in the Plan.

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(the “Initial Disclosure Statement”) (Docket # 3006).  On November 23, 2005, the Reorganizing Debtors filed an amended version of the Disclosure Statement with an amended version of the Plan that was further amended and filed for notice in blacklined form on December 10, 2005 (Docket # 3006).  A further proposed Disclosure Statement With Respect To The First Amended Plan For Reorganizing Debtors (previously defined herein as the “Disclosure Statement”) with the Plan in its final form as well as blacklines to the last versions filed were filed on December 12, 2005 (Docket nos. 3375, 3376).

B.            Solicitation Procedures Order and Order Approving Disclosure Statement.  On December 14, 2005, the Bankruptcy Court entered an order establishing various deadlines with regard to consideration of the confirmation of the Plan (the “Solicitation Procedures Order”).  On December 14, 2005, the Court entered its order approving the Disclosure Statement that, among other things, approved the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3017.  The Solicitation Procedures Order (i) fixed January 30, 2006 as the date for the commencement of the hearing to consider confirmation of the Plan (the “Confirmation Hearing”), (ii) approved the form and method of notice of the Confirmation Hearing, and (iii) established certain procedures for soliciting and tabulating votes with respect to the Plan.

C.            Transmittal Of Solicitation Package.  The Notice Of (1) Voting Record Date; (2) Rule 3018(a) Motion deadline; (3) Voting Deadline; (4) Plan Confirmation Objection Deadline; (5) Hearing To Confirm Plan (the “Confirmation Hearing Notice”); (6) Approval of Disclosure Statement; (7) Approval of Order on Solicitation Procedures Motion; (8) a ballot and return envelope (such ballot and envelope being referred to as a “Ballot”), were transmitted to Classes 1

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through 7 (collectively, the “Voting Classes”) in accordance with Fed. R. Bankr, P. 3017(d), all as set forth in the BMC Affidavit.

D.            Voting Reports.  On January 30, 2006, the Reorganizing Debtors filed the Voting Report, certifying the method and results of the Ballot tabulation by BMC for each of the Voting Classes voting to accept or reject the Plan.

E.             Exclusive Jurisdiction; Venue; Core Proceeding (28 U.S.C. § 157(b)(2) And 1334(a)).  The Bankruptcy Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334.  Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.  Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2), and the Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed.

F.             Judicial Notice.  The Bankruptcy Court takes judicial notice of the docket of the Chapter 11 Cases (and to the extent necessary the chapter 11 cases for the Liquidating Debtors) maintained by the Clerk of the Bankruptcy Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered or admitted at, the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases (and to the extent necessary the chapter 11 cases for the Liquidating Debtors).

G.            Transmittal And Mailing Of Materials: Notice.  Due, adequate and sufficient notice of the Disclosure Statement and Plan and of the Confirmation Hearing, along with all deadlines for voting on or filing objections to the Plan, has been given to all known holders of Claims in accordance with the procedures set forth in the Solicitation Procedures Order.  The Disclosure Statement, Plan, Ballots, Solicitation Procedures Order, and Confirmation Hearing

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Notice were transmitted and served in substantial compliance with the Solicitation Procedures Order and the Bankruptcy Rules, and such transmittal and service were adequate and sufficient.  Adequate and sufficient notice of the Confirmation Hearing and the other bar dates and hearings described in the Solicitation Procedures Order was given in compliance with the Bankruptcy Rules and the Solicitation Procedures Order, and no other or further notice is or shall be required.

H.            Solicitation.  Votes for acceptance or rejection of the Plan were solicited in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Disclosure Statement, the Solicitation Procedures Order, all other applicable provisions of the Bankruptcy Code, and all other rules, laws, and regulations.

I.              Ballots.  All procedures used to distribute solicitation materials to the applicable holders of Claims and to tabulate the Ballots were fair and conducted in accordance with the Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the local rules applicable to the Bankruptcy Court for the Southern District of Indiana, Indianapolis Division and all other applicable rules, laws, and regulations.

J.             Impaired Classes That Have Voted To Accept The Plan.  As evidenced by the Voting Report, which certified both the method and results of the voting, pursuant to the requirements of sections 1124 and 1126 of the Bankruptcy Code, at least one Impaired Class of Claims, determined without including any acceptance by an insider of any of the Reorganizing Debtors, has voted to accept the Plan with respect to each Reorganizing Debtor.

K.            Class 8 and 9 Deemed To Have Rejected The Plan.  Holders of Interests in Class 8 and Class 9 are not entitled to receive any distribution under the Plan on account of their Interests.  Since none of the holders of Interests in Class 8 and Interests in Class 9 are unconditionally entitled to receive a distribution under the Plan, pursuant to Section 1126(g) of

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the Bankruptcy Code, such Classes are conclusively presumed to have rejected the Plan, and the votes of holders of Interests in such Class therefore were not required to be solicited.

L.             Presumed Acceptances by Unimpaired Classes.  Claims in Class 5 and any Reinstated Claims in any Class 4 subclass are Unimpaired by the Plan.  Pursuant to section 1126(f) of the Bankruptcy Code and/or the Solicitation Procedures Order, holders of Claims in Class 5 and holders of Claims in Class 4 that are Reinstated are conclusively presumed to have accepted the Plan, and the votes of such holders of such Other Secured Claims were not required to be solicited.

M.           Burden Of Proof.  The Reorganizing Debtors and MatlinPatterson, as co-proponents of the Plan, have met their burden of proving the elements of sections 1129(a) and (b) of the Bankruptcy Code.

N.            Plan Compliance With Bankruptcy Code (11 U.S.C. § 1129(a)(1)).  The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

1.             Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)).  In addition to Administrative Claims and Priority Tax Claims (which are not required to be classified), Article III of the Plan designates seven (7) Classes of Claims and two (2) Classes of Interests.  The Claims and Interests placed in each Class are substantially similar to other Claims or Interests in each such Class.  Valid business, factual and legal reasons exist for separately classifying the various Classes of Claims and Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims or Interests.  Thus, the Plan satisfies sections 1122 and 1123(a)(I) of the Bankruptcy Code.

2.             Specification Of Treatment Of Impaired Classes (11 U.S.C. 1123(a)(3)).  The Plan specifies the Classes of Claims and Interests that are Impaired under the Plan and the treatment of impaired Claims and Interests in all such Classes.  Thus, the Plan satisfies section 1123(a)(3) of the Bankruptcy Code.

3.             No Impermissible Discrimination (11 U.S.C. § 1123(a)(4)).  The Plan provides for the same treatment for each Claim or Interest in each respective Class unless the holder of a particular Claim has agreed to less favorable treatment with respect to such Claim or the law allows for a different treatment, for example with respect to the Plan’s provisions that

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allow only Qualified Holders to participate in the Rights Offering.  Thus, the Plan satisfies section 1123(a)(4) of the Bankruptcy Code.

4.             Implementation Of Plan (11 U.S.C. § 1123(a)(5)).  The Plan provides adequate and proper means for implementation of the Plan, including, without limitation, (a) the creation of a New Holding Company; (b) the continued organizational existence of Reorganizing Debtors; (c) provision for debt and equity “exit” financing and (d) the execution, delivery, filing or recording of all contracts, instruments, releases, indentures, and other agreements or documents related to the foregoing.  Thus, the Plan satisfies section 1123(a)(5) of the Bankruptcy Code.

5.             Prohibition Against Issuance Of Non-Voting Equity Securities And Provisions For Voting Power Of Classes Of Securities (11 U.S.C. § 1123(a)(6)).  The Articles of Incorporation and Bylaws will prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code.

6.             Selection Of Officers And Directors (11 U.S.C. § 1123(a)(7)).  In Article 6.3 of the Plan, as identified publicly prior to the Confirmation Hearing, or as otherwise announced at the Confirmation Hearing, the Reorganizing Debtors properly and adequately disclosed or otherwise identified the procedures for the selection of all individuals or entities proposed to serve on or after the Effective Date as officers or directors of the Reorganized Companies.  The appointment or employment of such individuals or entities and the proposed compensation and indemnification arrangements for officers and directors are consistent with the interests of the holders of Claims and Interests and with public policy.  Thus, section 1123(a)(7) of the Bankruptcy Code is satisfied.

7.             Additional Plan Provisions (11 U.S.C. § 1123(b)).  The Plan’s provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code, including, without limitation, provisions for (a) distributions to holders of Allowed Claims, (b) the disposition of executory contracts and unexpired leases, (c) the retention of, and right to enforce, sue on, settle or compromise (or refuse to do any of the foregoing with respect to) certain claims or causes of action against third parties, to the extent not waived and released under the Plan, (d) resolution of Disputed Claims and Disputed Interests, (e) allowance of certain Claims, (f) indemnification obligations, (g) releases by the Reorganizing Debtors, (h) the restructuring of the Old ATSB Loan, (i) substantive consolidation of the Reorganizing Debtors to the extent set forth in Article 6.12 of the Plan, and (j) releases by holders of Claims and Interests that voted to accept the Plan.

8.             Fed. R. Bankr. P. 3016(a).  The Plan is dated December 14, 2005 and identifies the entities submitting it, thereby satisfying Fed R. Bankr. P. 3016(a).

O.            The Plan Proponents’ Compliance With Bankruptcy Code (11 U.S.C. § 1129(a)(2)).  The Plan Proponents have complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code.  Specifically,

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the Reorganizing Debtors are proper debtors under section 109 of the Bankruptcy Code and the Plan Proponents are proper proponents of the Plan under section 1121(a) of the Bankruptcy Code.  The Plan Proponents have complied with the applicable provisions of the Bankruptcy Code, including as provided or permitted by orders of the Bankruptcy Court, the Bankruptcy Rules, and the Solicitation Procedures Order in transmitting the Plan, the Disclosure Statement, the Ballots and related documents and notices, and in soliciting and tabulating votes on the Plan.

P.             Plan Proposed In Good Faith (11 U.S.C. § 1129(a)(3)).  Following good faith negotiations among the Plan Proponents, the ATSB Lenders, the Creditors’ Committee and other parties in interest, the Plan Proponents have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code.  In determining that the Plan has been proposed in good faith, the Bankruptcy Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases and the formulation of the Plan.  See Bankruptcy Rule 3020(b).  The Chapter 11 Cases were filed and the Plan was proposed with the legitimate and honest purpose of reorganizing and maximizing the value of each of the Reorganizing Debtors and the recovery to the holders of Claims and Interests under the circumstances of these cases.

Q.            Payments For Services Or Costs And Expenses (11 U.S.C. § 1129(a)(4)).  Any payment made or to be made by the Reorganizing Debtors for services or for costs and expenses in connection with the Chapter 11 Cases, including all administrative expense and substantial contribution claims under sections 503 and 507 of the Bankruptcy Code, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

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R.            Directors, Officers And Insiders (11 U.S.C. § 1129(a)(5)).  The Plan Proponents have complied with section 1129(a)(5) of the Bankruptcy Code and have disclosed the initial officers of the Reorganized Companies.  The Reorganizing Debtors have disclosed the manner for selection of, and the persons selected to, the initial board of directors of the New Holding Company.  Upon the Effective Date, the new board of directors of New Holding Company (the “New Board of Directors”) shall consist of seven directors, which were described in the filing made with this Court on January 26, 2006.  The senior officers of New Holding Company and ATA, as of the Effective Date, will be those Persons currently serving as the senior officers of Holdings and ATA respectively.  On the Effective Date, the term of the current members of the board of directors of each of the Reorganizing Debtors will expire. The initial board of directors of the New Holding Company shall consist of seven (7) members.  The New Investor has the right to appoint five (5) such members, the Creditors’ Committee may appoint one (1) member, who must be acceptable to the New Investor and after consultation with those Qualified Holders who have subscribed for a majority of the Rights Offering New Shares, and the seventh member shall be the Chief Executive Officer of Reorganized ATA.  Subsequent boards of directors of New Holding Company shall consist of the Chief Executive Officer of Reorganized ATA and six (6) members appointed by the New Investor, subject to the terms of the Minority Shareholder Protection Term Sheet.  The initial board of directors of each of the other Reorganized Companies shall consist of such directors selected as provided in the Investment Agreement.  On the Effective Date, the articles of incorporation of Holdings shall be amended to reduce the size of its board of directors to one director and Brian Hunt, Holdings’ Vice President, General Counsel and Secretary, is hereby designated as the sole director of Holdings from and after the

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Effective Date.  No insider is currently intended to be employed or retained by the Reorganized Companies.  The requirements of section 1129(a)(5) of the Bankruptcy Code have been met.

S.             No Rate Changes (11 U.S.C. § 1129(a)(6)).  Section 1129(a)(6) of the Bankruptcy Code is satisfied because the Plan does not provide for any change in rates over which a governmental regulatory commission has jurisdiction.

T.            Best Interests Test (11 U.S.C. 1129(a)(7)).  The Plan satisfies section 1129(a)(7) of the Bankruptcy Code.  The liquidation analysis in Exhibit 4 to the Disclosure Statement, and evidence admitted at the Confirmation Hearing (1) are persuasive, credible and accurate as of the dates such evidence was prepared, presented, or proffered, (2) either have not been controverted by other persuasive evidence or have not been challenged, (3) are based upon reasonable and sound assumptions, (4) provide a reasonable estimate of the liquidation values of the Reorganizing Debtors upon conversion to a case under chapter 7 of the Bankruptcy Code, and (5) establish that each holder of a Claim or Interest in an Impaired Class that has not accepted the Plan will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that it would receive if the Reorganizing Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.

U.            Acceptance By Impaired Classes (11 U.S.C. § 1129(a)(8)).  The Court finds that (other than Classes 2 and 3) all voting Impaired Classes as set forth on the ballot reports attached as Exhibits to the Voting Report have voted to accept the Plan.  Although Fleet did not cast ballots with respect to the treatment of its Secured Claims in Classes 2 and 3, the treatment of such claims is consistent with the Fleet Stipulation.  Counsel for the Reorganizing Debtors reported at the Confirmation Hearing that Fleet has acquiesced to the treatment provided for Fleet’s Secured Claims in Classes 2 and 3 as meeting the requirements of Bankruptcy Code §

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1129.  Classes 8 and 9 are deemed to have rejected the Plan and, accordingly, confirmation as to those Classes only is sought pursuant to 11 U.S.C. § 1129(b).  Class 5 and any Reinstated Class 4 Claim are deemed to have accepted the Plan since they are Unimpaired.

V.            Treatment Of Administrative And Priority Tax Claims And Other Priority Claims (11 U.S.C. § 1129(a)(9)).  The treatment of Administrative Claims and Other Priority Claims under the Plan satisfies the requirements of section 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the treatment of Priority Tax Claims under the Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code.

W.           Acceptance By Impaired Class (11 U.S.C. § 1129(a)(10)).  Each Impaired Class of Claims and Interests not listed in paragraph K above has voted to accept the Plan.  Thus, section 1129(a)(10) of the Bankruptcy Code is satisfied.

X.            Feasibility (11 U.S.C. § 1129(a)(11)).  The Plan satisfies section 1129(a)(11) of the Bankruptcy Code.  The financial projections in Exhibit 2 of the Disclosure Statement and evidence admitted at the Confirmation Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence or sufficiently challenged in any of the objections to the Plan, and (iii) establish that the Plan is feasible and that confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganizing Debtors or the Reorganized Companies.  Upon the Effective Date, the Reorganizing Debtors and the Reorganized Companies will have sufficient operating cash and liquidity to meet their financial obligations under the Plan, to fund ongoing business operations, and pay all anticipated Allowed Administrative Claims and Allowed priority Claims.

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Y.            Payment Of Fees (11 U.S.C. § 1129(a)(12)).  The Reorganizing Debtors have paid or, pursuant to Article 3.1 of the Plan, will pay by the Effective Date fees payable under 28 U.S.C. § 1930, thereby satisfying section 1129(a)(12) of the Bankruptcy Code.

Z.            Retiree Benefits (11 U.S.C. § 1129(a)(13)). Section 1129(a)(13) of the Bankruptcy Code requires that, following the Effective Date of the Plan, the payment of all retiree benefits (as defined in section 1114 of the Bankruptcy Code), if any, will continue at the levels established pursuant to subsections (e)(1)(B) or (g) of section 1114 of the Bankruptcy Code, at any time prior to the entry of this Confirmation Order, for the duration of the period the debtors have obligated themselves to provide such benefits.  To the extent Reorganizing Debtors have any such retiree benefits to pay, including certain travel benefits, they will do so and therefore section 1129(a)(13) is satisfied.

AA.        Section 1129(b) Confirmation of the Plan Over Nonacceptance Of Impaired Classes.  Class 8 “Old Holdings Preferred Stock Interests” and Class 9 “Old Holdings Common Stock Interests” are Impaired Classes of Claims or Interests that are deemed to have rejected the Plan pursuant to 11 U.S.C. § 1126(g).  Pursuant to section 1129(b) of the Bankruptcy Code, the Plan may be confirmed notwithstanding the fact that not all Impaired Classes have voted to accept the Plan.  All of the requirements of section 1129(a) of the Bankruptcy Code other than section 1129(a)(8), with respect to Class 8 and Class 9, have been met.  With respect to Classes 8 and 9, no holders of Claims or Interests junior to the holders of Claims and Interests in such Classes will receive or retain any property under the Plan on account of such Interests, and, as evidenced by the uncontroverted valuations and estimates contained in the Disclosure Statement and put into evidence at the Confirmation Hearing, no Class of Claims or Interests senior to Classes 8 or 9 are receiving more than full payment on account of such Claim or Interests. 

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Accordingly, the Plan is fair and equitable and does not discriminate unfairly, all as required by section 1129(b) of the Bankruptcy Code.

BB.          Principal Purpose Of Plan (11 U.S.C. § 1129(d)).  The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933 (15 U.S.C. § 77e).

CC.          Modifications To The Plan.  The modifications to the Plan set forth in the Approved Immaterial Modification hereto constitutes an immaterial modification with respect to the treatment of particular Claims by agreement with holders of such Claims, and do not materially adversely affect or change the treatment of any Claims or Interests.  Accordingly, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or re-solicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that holders of Claims or Interests be afforded an opportunity to change previously cast votes to accept or reject the Plan.

DD.         Good Faith Solicitation (11 U.S.C. § 1125(e)).  The Plan Proponents and their agents, representatives, attorneys, and advisors have solicited votes on the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and the Solicitation Procedures Order.  The Reorganizing Debtors, the Reorganized Debtors, the Creditors’ Committee, the members of the Creditors’ Committee in their capacities as such, the New DIP Lenders, Southwest, the New Investor, the ATSB Lender Parties (solely in such capacity) and BearingPoint, Inc. (formerly KPMG Consulting, Inc.), as Loan Administrator under the ATSB Loan Agreement, the Indenture Trustee and Wilmington Trust Company, in its capacity as loan trustee, subordination agent, pass through trustee or similar capacity under the Aircraft Equipment financing arrangements concerning the 2000-1 EETC Aircraft and 1996-1997 EETC

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Aircraft (except with respect to the Wilmington Release Carve Out) and any of such parties’ respective present or former members, officers, directors, employees, advisors, attorneys, representatives, financial advisors (including Jefferies), investment bankers, or agents and any of such parties’ successors and assigns, are (subject to paragraph 50 below) entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in Article 11.8 of the Plan.

EE.          The Reorganized Companies Will Not Be Insolvent Nor Left With Unreasonably Small Capital.  As of the occurrence of the Effective Date and after taking into account the transactions contemplated by the Plan, on a consolidated basis (1) the fair saleable value of the property of the Reorganized Companies will be not less than the amount that will be required to pay the probable liabilities on the Reorganized Companies’ then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to the Reorganized Companies, and (2) the Reorganized Companies’ capital is not unreasonably small in relation to their business or any contemplated or undertaken transaction.

FF.          Executory Contracts.  The Reorganizing Debtors have exercised reasonable business judgment in determining whether to assume or assume and assign or reject each of their executory contracts and unexpired leases as set forth in Article VIII of the Plan.  Each assumption or assumption and assignment or rejection of an executory contract or unexpired lease pursuant to Articles 8.1 through 8.9 of the Plan shall be legal, valid and binding upon the applicable Reorganizing Debtor or Reorganized Company and all non-Debtor parties to such executory contract or unexpired lease, all to the same extent as if such assumption or assumption and assignment or rejection had been effectuated pursuant to an appropriate authorizing order of the Bankruptcy Court entered before the Confirmation Date under section 365 of the Bankruptcy

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Code.  Counsel for ATA, International Lease Finance Corporation (“ILFC”), Castle 2003-1B LLC (“Castle 1B”) and Castle 2003-2A LLC (“Castle 2A”, and together with Castle 1B “Castle”) stipulated and agreed in open court at the Confirmation Hearing that if and to the extent ATA assumes and/or rejects certain leases of aircraft by certain deadlines and subject to certain terms and conditions (described by counsel for ATA and agreed to by counsel for ILFC and Castle) that such assumptions and rejections will be valid under Bankruptcy Code § 365 and other applicable law.  The Court hereby accepts and approves such stipulation and incorporates such stipulation herein.

GG.          Adequate Assurance.  The Reorganizing Debtors have cured, or provided adequate assurance that the Reorganized Companies will cure defaults (if any) (the “Cure”) under or relating to each of the executory contracts and unexpired leases which are being assumed or assumed and assigned by the Reorganizing Debtors pursuant to the Plan (the “Assumed Contracts and Leases”).  To the extent any dispute remains as to the Cure or adequate assurance, the assumption or assumption and assignment of such executory contract or unexpired lease shall be legal and binding with the determination of any such Cure or adequate assurance at a later date by this Court.

HH.         Restructuring of the Old ATSB Loan.  The restructuring, pursuant to the Plan and the Amended and Restated ATSB Loan Documents, of the obligations owed to the ATSB Lender Parties under the ATSB Loan Agreement (the “Old ATSB Loan Obligations,” and collectively with the ATSB Loan Agreement and related documents, the “Old ATSB Loan”) is an essential element of the Plan and in the best interests of the Reorganizing Debtors, their estates and their creditors.  The Reorganizing Debtors have exercised reasonable business judgment in determining to restructure the Old ATSB Loan Obligations into the New ATSB Loan

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Obligations (together with the Amended and Restated ATSB Loan Documents, the “New ATSB Loan”) on the terms and in the form set forth in the Amended and Restated ATSB Loan Documents, including the Amended and Restated ATSB Loan Agreement filed as Exhibit B to the Plan, or in a form substantially similar thereto.  The Reorganizing Debtors have provided sufficient and adequate notice of the restructuring of the Old ATSB Loan, including any material modifications thereof embodied in the New ATSB Loan, to all parties-in-interest, including, without limitation, the Reorganizing Debtors, the Creditors’ Committee, the New Investor, and Southwest.  All documents necessary or appropriate to implement the Plan including, without limitation, the Amended and Restated ATSB Loan Documents, shall, upon execution, be valid, binding, and enforceable agreements and not be in conflict with any federal or state law.

II.            No Conflict.  The financial accommodations being extended pursuant to the restructuring of the Old ATSB Loan into the New ATSB Loan are being extended in good faith and for legitimate business purposes.

JJ.            Releases and Discharges.  The releases and discharges of claims and Causes of Action described in Articles 11.2, 11.3, 11.4, and 11.5 of the Plan constitute good faith compromises and settlements of the matters covered thereby.  Such compromises and settlements are made in exchange for valuable consideration and are in the best interests of holders of Claims and Interests, are fair, equitable, reasonable, and are integral elements of the restructuring and resolution of the Chapter 11 Cases in accordance with the Plan.  Each of the discharge, release, indemnification and exculpation provisions set forth in the Plan: (1) is within the jurisdiction of the Bankruptcy Court under 28 U.S.C. §§ 1334(a), (b), and (d); (2) is an essential means of implementing the Plan pursuant to section 1123(a)(5) of the Bankruptcy Code; (3) is an integral element of the transactions incorporated into the Plan; (4) confers material benefit on, and is in

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the best interest of, the Reorganizing Debtors, their estates, and their creditors; (5) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Reorganizing Debtors, their organization, capitalization, operation and reorganization; and (6) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.

KK.         Conditions To Confirmation.  All of the conditions to Confirmation set forth in Article XII of the Plan have been satisfied, waived or will be satisfied by entry of this Confirmation Order.

LL.          Conditions To Consummation.  Each of the conditions to the Effective Date, as set forth in Articles 12.1 and 12.2 of the Plan, is reasonably likely to be satisfied.  The conditions set forth in Articles 12.1, and 12.2 of the Plan may be waived by the Plan Proponents, such waiver to be acceptable to the New Investor in its sole and absolute discretion, and with the consent of Southwest, the ATSB and the Creditors’ Committee, not to be unreasonably withheld, without any notice to other parties-in-interest or the Bankruptcy Court and without a hearing.  The failure of the Plan Proponents in their sole discretion to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time.

MM.       Retention of Jurisdiction.  The Bankruptcy Court properly may retain jurisdiction over the matters set forth in Article XIII of the Plan.  Provided, however, that nothing herein shall constitute a waiver by the United States of any right it may have to assert that the Bankruptcy Court lacks jurisdiction over any matter set forth in Article XIII of the Plan.

NN.         Distributions Of New Shares.  The offering, issuance, and distribution of Unsecured Creditors New Shares, Original Warrants, the Additional Warrants (if issuable), the

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Original Warrants Shares, the Additional Warrants Shares (if issuable), options granted under the ALPA Stock Option Plan, and ALPA Option Shares (collectively, the “1145 Exempt Securities”), as contemplated by the Plan, are exempt from the requirements of section 5 of the Securities Act and State or local registration requirements by virtue of section 1145 of the Bankruptcy Code.  Distributions of the New Investor New Shares and the Rights Offering New Shares as contemplated by the Plan and New Shares issued pursuant to the Management Stock Option Plan and the Management Incentive Shares will not be exempt from the registration requirements of the Securities Act pursuant to section 1145 of the Bankruptcy Code.  The Reorganizing Debtors may rely upon the exemption from registration under Section 4(2) of the Securities Act with respect to issuances to the New Investor, Qualified Holders and management as provided by the Plan and Rule 506 of Regulation D promulgated under the Securities Act with respect to the Rights Offering New Shares issued in the Rights Offering.

OO.         Re-Sale Under 1145.  The 1145 Exempt Securities that are issued in reliance on section 1145 of the Bankruptcy Code may be resold by the holders thereof without registration unless the holder is an “underwriter” with respect to such securities, as defined in section 1145(b)(1) of the Bankruptcy Code.

PP.          Preservation Of Causes Of Action.  It is in the best interests of the holders of Claims and Interests that the Retained Actions and all Causes of Action that are not expressly released under the Plan be retained by the Reorganized Companies pursuant to Article 6.8 of the Plan in order to maximize the value of the Reorganizing Debtors’ Estates.

QQ.         The Creditors’ Committee.  The Creditors’ Committee has acquitted its fiduciary duty to all unsecured creditors, and there is no evidence to the contrary.

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RR.          Rights Offering.  The Rights Offering has been conducted in accordance with the Plan and applicable law and the modifications to the deadlines or restrictions regarding exercise of Subscription Rights and waivers of defects or irregularities described at the Confirmation Hearing by the Plan Proponents in consultation with the Creditors’ Committee are consistent with Article 7.11 of the Plan and are hereby approved by the Court.  The accommodations for Stanfield Capital Partners LLC and Royal Bank of Canada to transfer their Subscription Rights to allow a Qualified Holder/transferee to exercise such rights by close of business on February 3, 2006 is expressly approved.

ACCORDINGLY, IT IS ORDERED:

1.             Confirmation.  The Plan, including the Approved Immaterial Modification is APPROVED and CONFIRMED under section 1129 of the Bankruptcy Code.  The modifications are immaterial to the Plan and do not adversely affect or change the treatment of any Claim or Interest.  The terms of the Plan and the Exhibits (substantially in the form filed on the Exhibit Filing Date) are incorporated by reference into and are an integral part of the Plan and this Confirmation Order.

2.             Objections.  All Objections to confirmation of the Plan that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled on the merits.

3.             Provisions Of Plan And Order Nonseverable And Mutually Dependent.  The provisions of the Plan and this Confirmation Order, including the findings of fact and conclusions of law set forth herein, are nonseverable and mutually dependent.

4.             Plan Classification Controlling.  The classification of Claims and Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms

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of the Plan.  The classifications set forth on the Ballots tendered to or returned by the holders of Claims against, or Interests in, the Reorganizing Debtors in connection with voting on the Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims or Interests under the Plan for distribution purposes, (c) may not be relied upon by any holder of a Claim or Interest as representing the actual classification of such Claims or Interests under the Plan for distributions purposes, and (d) shall not be binding on the Reorganized Companies, the Estates or the Reorganizing Debtors.

5.             Effects Of Confirmation; Immediate Effectiveness; Successors And Assigns.  The stay contemplated by Bankruptcy Rule 3020(e) shall not apply to this Confirmation Order.  Subject to the applicable provisions of the Plan, and notwithstanding any otherwise applicable law, immediately upon the entry of this Confirmation Order, the terms of the Plan (including the Exhibits and all documents and agreements executed pursuant to the Plan) and this Confirmation Order are deemed binding upon (a) the Reorganizing Debtors, (b) the Reorganized Companies, (c) all holders of Claims against and Interests in the Reorganizing Debtors, whether or not Impaired under the Plan and whether or not, if Impaired, such holders accepted the Plan, (d) each Person acquiring property under the Plan, (e) any other party-in-interest, (f) any Person making an appearance in these Chapter 11 Cases, and (g) respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians of each of the foregoing.

6.             Continued Corporate Existence; Vesting Of Assets.  Except as otherwise provided in the Plan, each Reorganized Company shall continue to exist after the Effective Date as a separate legal entity, with all the powers of a legal entity under applicable law in the

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jurisdiction in which each applicable Reorganizing Debtor is incorporated or organized and pursuant to the respective certificate of incorporation and bylaws or other organizational documents in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws or other organizational documents are amended by the Plan.  Except as otherwise explicitly provided in the Plan or in this Confirmation Order, on the Effective Date, all property comprising the Estates (including Retained Actions and Retained Avoidance Claims) shall revest in each of the Reorganized Companies that owned such property or interest in property as of the Effective Date, free and clear of all Claims, liens, charges, encumbrances, rights and interests of creditors and equity security holders.  As of the Effective Date, the Reorganized Companies may operate their business and use, acquire, and dispose of property and settle and compromise Claims or Interests without supervision of the Bankruptcy Court, free of any restriction of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and this Confirmation Order.

7.             Retained Assets.  To the extent the succession to assets of the Reorganizing Debtors by the Reorganized Companies pursuant to the Plan are deemed to constitute “transfers” of property, such transfers of property to Reorganized Companies (a) are or shall be legal, valid, and effective transfers of property, (b) vest or shall vest the Reorganized Companies with good title to such property, free and clear of all liens, charges, Claims, encumbrances, or interests, except as expressly provided in the Plan or this Confirmation Order, (c) do not and shall not constitute avoidable transfers under the Bankruptcy Code or under applicable nonbankruptcy law, and (d) do not and shall not subject the Reorganized Companies to any liability by reason of such transfer under the Bankruptcy Code or under applicable

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nonbankruptcy law, including, without limitation, any laws affecting successor or transferee liability.

8.             Discharge, Releases, Limitations Of Liability And Indemnification.  The discharge of the Reorganizing Debtors and any of their assets or properties provided in Article 11.2 of the Plan, the releases set forth in Articles 11.4 and 11.5 of the Plan (subject to paragraph 50 below), the exculpation and limitation of liability provisions set forth in Article 11.8 of the Plan, and the indemnification obligations set forth in Article 11.9 of the Plan are deemed incorporated in this Confirmation Order as if set forth in full herein and are hereby approved in their entirety.

9.             Injunction.  Except as otherwise specifically provided in the Plan and except as may be necessary to enforce or remedy a breach of the Plan, the Reorganizing Debtors, and all Persons who have held, hold or may hold Claims or Interests and any successors, assigns or representatives of the foregoing shall be precluded and permanently enjoined on and after the Effective Date from: (a) commencing or continuing in any manner any Claim, action or other proceeding of any kind with respect to any Claim, Interest or any other right or Claim against the Reorganized Companies, which they possessed or may possess prior to the Effective Date, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order with respect to any Claim, Interest or any other right or Claim against the Reorganized Companies, which they possessed or may possess prior to the Effective Date, (c) creating, perfecting or enforcing any encumbrance of any kind with respect to any Claim, Interest or any other right or Claim against the Reorganized Companies, which they possessed or may possess prior to the Effective Date, and (d) asserting any Claims that are released hereby.  Notwithstanding the foregoing,  nothing herein shall enjoin or otherwise impair any right of

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setoff and/or recoupment that the United States may otherwise have or be construed to preclude the United States from pursuing any regulatory or police action against any Reorganizing Debtor.

10.           Automatic Stay.  The stay in effect in the Chapter 11 Cases pursuant to section 105 or 362(a) of the Bankruptcy Code shall continue to be in effect until the Effective Date, and at that time shall be dissolved and of no further force or effect, subject to the injunction set forth in the preceding paragraph and/or sections 524 and 1141 of the Bankruptcy Code.

11.           Matters Relating To Implementation Of The Plan: General Authorizations.  The approvals and authorizations specifically set forth in this Confirmation Order are nonexclusive and are not intended to limit the authority of any Reorganizing Debtor or Reorganized Company or any officer thereof to take any and all actions necessary or appropriate to implement, effectuate and consummate any and all documents or transactions contemplated by the Plan or this Confirmation Order.  In addition to the authority to execute and deliver, adopt, assign, or amend, as the case may be, the contracts, leases, instruments, releases and other agreements specifically granted in this Confirmation Order, the Reorganizing Debtors and the Reorganized Companies are authorized and empowered, without action of their respective stockholders or boards of directors, to take any and all such actions as any of their executive officers may determine are necessary or appropriate to implement, effectuate and consummate any and all documents or transactions contemplated by the Plan or this Confirmation Order, including: (a) enter into, execute and deliver, adopt or amend, as the case may be, any of the contracts, leases, instruments, releases and other agreements or documents and plans to be entered into, executed and delivered, adopted or amended in connection with the Plan, and, following the Effective Date, each of such contracts, leases, instruments, releases and other agreements shall be a legal, valid and binding obligation of the applicable Reorganized Company

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and enforceable against such Reorganized Company in accordance with its terms; (b) issue for distribution or reserve for issuance in accordance with the terms of the Plan, the New Shares (upon such issuance, all such shares shall be duly authorized, validly issued and outstanding, fully paid, nonassessable, free and clear of any mortgage, lien, pledge, security interest or other encumbrance of any kind and not subject to preemptive or similar rights of third parties); or (c) authorize the Reorganized Companies to engage in any of the activities set forth in this paragraph or otherwise contemplated by the Plan.  Each of the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the Reorganizing Debtors, or their respective designees, will be authorized to execute, deliver, file, or record such contracts, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, this Confirmation Order and any and all documents or transactions contemplated by the Plan or this Confirmation Order, all without further application to or order of the Bankruptcy Court and whether or not such actions or documents are specifically referred to in the Plan, the Disclosure Statement, the Solicitation Procedures Order, this Confirmation Order or the exhibits or appendices to any of the foregoing, and the signature of such officer on a document shall be conclusive evidence of the officer’s determination that such document and any related actions are necessary and appropriate to effectuate or further evidence the terms and conditions of the Plan, this Confirmation Order or other documents or transactions contemplated by the Plan or this Confirmation Order.  The secretary or any assistant secretary of each Reorganizing Debtor or Reorganized Company is authorized to certify or attest to any of the foregoing actions.  Pursuant to section 1142 of the Bankruptcy Code, to the extent that, under applicable nonbankruptcy law, any of the foregoing actions otherwise would require the consent or approval

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of the stockholders or the boards of directors of any of the Reorganizing Debtors or Reorganized Companies, this Confirmation Order shall constitute such consent or approval, and such actions are deemed to have been taken by unanimous action of the stockholders and directors of the appropriate Reorganizing Debtor or Reorganized Company.

12.           Directors And Officers Of Reorganized Company.  The existing senior officers of the Reorganizing Debtors shall serve in the same capacities after the Effective Date, pursuant to the Plan and subject to the rights of the respective board of New Board of Directors.  The Bankruptcy Court approves the appointment of the New Board of Directors, as disclosed at or prior to the Confirmation Hearing, as of and immediately following the Effective Date.

13.           Approval Of Employment Retirement Indemnification And Other Related Agreements.  Pursuant to section 1142(b) of the Bankruptcy Code, without further action by the Bankruptcy Court or the stockholders or board of directors of the New Holding Company, and without limiting the power or authority of the Reorganized Companies following the Effective Date to take any and all such actions as may be permitted or required by applicable nonbankruptcy law, the Reorganized Companies are authorized, as of the Effective Date, to: (a) maintain, amend, or revise existing employment, retirement, indemnification, and other agreements with their respective active directors, officers, and employees who will continue in such capacities (or similar capacities) after the Effective Date, or retirement income plans, welfare benefit plans, and other plans for such Persons, subject to the terms and conditions of any such agreement, and subject to Article 6.4, 8.4, 8.7, 8.8, and 11.9 of the Plan; and (b) enter into new employment, retirement, indemnification, and other agreements for active directors, officers, and employees, and retirement income plans, welfare benefits plans, and other plans for active and retired directors, officers, and employees.

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14.           Stock Option Plans.  The Reorganized Companies are authorized to implement the Management Stock Option Plan and the ALPA Stock Option Plan.  The ALPA Stock Option Plan shall be modified as described in open court at the Confirmation Hearing regarding setting the “strike price” for the options for New Shares under the ALPA Stock Option Plan as provided in the 1113 Compromise.

15.           Preservation Of Causes Of Action.  The Reorganized Companies shall retain and may (but are not required to) enforce all Retained Actions and other similar claims arising under applicable state laws, including, without limitation, preference actions, fraudulent transfer claims, if any, and all other Causes of Action of a trustee and debtor-in possession under the Bankruptcy Code.  The Reorganizing Debtors or the Reorganized Companies will determine whether to bring, settle, release, compromise, or enforce any such rights (or decline to do any of the foregoing).  The Reorganized Companies or any successors may pursue such litigation claims in accordance with the best interests of the Reorganized Companies or any successors holding such rights of action.  The failure of the Reorganizing Debtors to specifically list any claim, right of action, suit or proceeding in the Reorganizing Debtors’ Schedules, Exhibit I to the Plan, or otherwise does not, and will not be deemed to, constitute a waiver or release by the Reorganizing Debtors of such claim, right of action, suit or proceeding, and the Reorganized Companies will retain the right to pursue such claims, rights of action, suits or proceedings in their sole discretion and, therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches will apply to such claim, right of action, suit or proceeding upon or after the confirmation or consummation of the Plan; provided, however, that notwithstanding the payment on account of an Allowed Claim, the Reorganizing Debtors or the Reorganized Companies, as the case may be, shall retain the right to assert and/or pursue any

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Retained Actions against the parties subject thereto any and all rights ancillary thereto, including the right to collect judgments thereon.

16.           Exemption From Certain Taxes And Recording Fees.  Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of any security, or the making, delivery, filing or recording of any instrument of transfer under, or in connection with, the Plan shall not be taxed under any law imposing a recording tax, stamp tax, transfer tax or similar tax.  Furthermore, and without limiting the foregoing, any transfers from a Reorganizing Debtor to a Reorganized Company or to any other Person pursuant to the Plan, as contemplated by the Plan, or pursuant to any agreement regarding the transfer of title to or ownership of any of the Reorganizing Debtors’ property in the United States will not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, sales or use tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment.  All filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall forgo the collection of any such tax or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.  The Bankruptcy Court shall retain specific jurisdiction with respect to these matters.

17.           Assumed Contracts and Leases.  Except as otherwise provided in the Plan, or this Confirmation Order or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan or in connection with the assumption or assumption and assignment, each executory contract and unexpired lease listed on Exhibit H (as

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amended) of the Plan shall be deemed automatically assumed or assumed and assigned, if applicable, and the proposed Cure established in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Confirmation Date unless such executory contract or unexpired lease (i) shall have been previously assumed or rejected by the Reorganizing Debtors by order of the Bankruptcy Court, (ii) shall have previously expired or terminated pursuant to its own terms, or (iii) is the subject of a motion to reject pending on or before the Confirmation Date.  The counterparty to any executory contract or unexpired lease listed on Exhibit H who contests the cure listed on Exhibit H must have filed and served an objection to such cure no later than the Plan Objection Deadline or is barred from contesting such cure.  Counterparties to executory unexpired leases that are the subject of an amendment to Exhibit H after the Plan Objection Deadline shall have ten days from the date of such amendment to file and serve an objection to the proposed Cure.  The Effective Date of any such assumption or assumption and assignment shall be the Confirmation Date subject only to the determination by this court of any Cure that is disputed per the requirements of this Order.  Notwithstanding the foregoing or any other provision of the Plan, if the amount and the timing for payment of Cure with respect to an unexpired lease or executory contract is not agreed on or before the Confirmation Date by agreement between the Reorganizing Debtors and the counterparty to such unexpired lease or executory contract or an order of the Bankruptcy Court in an amount and manner that is satisfactory to the Plan Proponents, the Plan Proponents may reject any such unexpired lease or executory contract by a motion filed with the Bankruptcy Court on or before the Confirmation Date or by amending Exhibit H and/or Exhibit G to the Plan on or before the Confirmation Date.  This Confirmation Order constitutes approval of such assumptions or assumptions and assignments pursuant to sections 365 and 1123 of the

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Bankruptcy Code.  Each executory contract and unexpired lease assumed pursuant to Article 8.1 of the Plan shall vest in and be fully enforceable by the applicable Reorganized Company in accordance with its terms, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing or providing for its assumption, or applicable federal law, or by agreement between the Reorganizing Debtor and the counterparty.

18.           Payments Related To Assumption Of Executory Contracts And Unexpired Leases.  This Confirmation Order shall constitute an order approving the assumptions or assumption and assignment described in Article 8.1 of the Plan, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date.  To the extent that Holdings is the party to any of the executory contracts or unexpired leases that are assumed, such executory contracts and unexpired leases are assigned to ATA.  The provisions (if any) of each executory contract and unexpired lease to be assumed under the Plan which are or may be in default shall be satisfied solely by the Cure listed on Exhibit H of the Plan.  In the event of a dispute regarding (a) the nature or amount of any Cure, (b) the ability of any Reorganized Debtor or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (c) any other matter pertaining to assumption and the Plan Proponents have not withdrawn the proposed assumption prior to the Confirmation Date, Cure shall occur as soon as practicable following the entry of a Final Order resolving the dispute and approving the assumption or assumption and assignment, as the case may be; provided however, that in the event the Court determines that a Reorganized Debtor’s cure obligation is materially higher than the amount listed on Exhibit H or in any motion to assume or paid by the Reorganized Debtor, such Reorganized Debtor may reject the executory

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contract or unexpired lease notwithstanding the passage of the Confirmation Date with the consultation and consent of the Post Effective Date Committee.

19.           Rejected Contracts and Leases.  Except with respect to executory contracts and unexpired leases that (i) are listed on Exhibit H of the Plan, (ii) have previously been assumed or rejected, (iii) shall have previously expired or terminated pursuant to their own terms on or before the Confirmation Date, (iv) are the subject of a motion to assume or reject filed on or before the Confirmation Date, or (v) are the subject of a notice of assumption or rejection served, pursuant to order of the Bankruptcy Court, on or before the Confirmation Date, all executory contracts and unexpired leases listed on Exhibit G of the Plan shall be deemed automatically rejected as of the Confirmation Date or such earlier date as the Reorganizing Debtors may have unequivocally terminated their performance under such lease or contract; provided, however, that neither the exclusion nor inclusion of a contract or lease by the Reorganizing Debtors on Exhibit G or Exhibit H, nor anything contained in the Plan, shall constitute an admission by the Reorganizing Debtors that any such lease or contract is an unexpired lease or executory contract or that any Reorganizing Debtor, or its respective Affiliates, has any liability thereunder.  Agreements, if any, among the Reorganizing Debtors and a counterparty to an executory contract or unexpired lease pertaining to continued possession of premises shall not constitute an extension of the Effective Date of such rejection nor shall the Effective Date of the rejection abrogate the terms of any such agreement.

20.           Contracts and Leases Not Listed on Exhibits G or H.  Except as otherwise provided in the Plan, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, any executory contract or unexpired lease not listed on either Exhibit G or Exhibit H shall be deemed automatically rejected in accordance with

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the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code as of the Confirmation Date unless such executory contract or unexpired lease (i) shall have been previously assumed or rejected by the Reorganizing Debtors by order of the Bankruptcy Court, (ii) shall have previously expired or terminated pursuant to its own terms, (iii) is the subject of a motion to assume or reject pending on or before the Confirmation Date, or (iv) is the subject of an 1110(b) Stipulation approved by order of the Bankruptcy Court allowing for later rejection or any other such agreement entered into during these Chapter 11 Cases providing for the termination of any such executory contract or unexpired lease and the entry into new contracts or leases pursuant to the terms of any such agreement.  All rejections of executory contracts or unexpired leases are rejected only to the extent that they are executory contracts or unexpired leases pursuant to the Bankruptcy Code.

21.Professional Claims And Final Fee Applications.  The provisions of Article 10.1 of the Plan and the Court’s order dated December 10, 2004 shall govern Professional Claims, including final fee applications, payment of interim amounts, and post-Effective Date compensation and retention, and deadlines and procedures relating thereto.

22.Substantial Contribution Compensation And Expenses Bar Date.  Pursuant to Article 10.2 of the Plan, any person who requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b) (3), (4) and (5) of the Bankruptcy Code must file an application with the Clerk of the Bankruptcy Court, on or before the Administrative Claim Bar Date, and serve such application on counsel for the Plan Proponents, the Creditors’ Committee, the ATSB and as otherwise required by the Bankruptcy Court and the Bankruptcy Code on or before the Administrative Claim Bar Date, or be forever barred from seeking such compensation or expense reimbursement.

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23.Other Administrative Claims.  All other requests for payment of an Administrative Claim (other than as set forth in Articles 10.2 and 10.3 of the Plan and subject to the final sentence of Article 10.3) shall be filed with the Claims Agent and served on counsel for the Reorganizing Debtors or Reorganized Companies and the Post-Confirmation Creditors’ Committee on or before the Administrative Claim Bar Date.  Any request for payment of an Administrative Claim pursuant to Article 10.3 that is not timely filed and served shall be disallowed automatically without the need for any objection from the Reorganizing Debtors or the Reorganized Companies.  The Reorganized Companies may settle an Administrative Claim without further Bankruptcy Court approval.  Unless the Reorganizing Debtors or the Reorganized Companies, object to an Administrative Claim by the Claims Objection Deadline, such Administrative Claim shall be deemed allowed in the amount requested.  In the event that the Reorganizing Debtors or the Reorganized Companies object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim.  Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim which is (i) for goods or services (including wages, salaries, commissions, and trade payables) paid or payable by the Reorganizing Debtors in the ordinary course of business, (ii) governmental fees, including without limitation, security and inspection fees paid or payable by the Reorganized Companies in the ordinary course of business, or (iii) previously has been allowed by Final Order of the Bankruptcy Court, including, without limitation, the ATSB Super-Priority Claim except that if such Administrative Claim was unliquidated at the time it became an Allowed Administrative Claim, a notice shall be filed listing the amount of the Administrative Claim.  Provided, however, that nothing in this Article 10.3 shall constitute a waiver by any agency or instrumentality of the United States of

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any right it may have to assert that any statute or regulation precludes judicial review of the validity or amount of any Administrative Claim filed or asserted by any agency or instrumentality of the United States.  Notwithstanding the foregoing, the Reorganized Companies shall pay the Indenture Trustee’s Fees and Expenses upon submission by the Indenture Trustee to the Reorganized Companies of invoices and without the need for the filing by the Indenture Trustee of any other request for payment.

24.Bar Date For Rejection Damage Claims And Related Procedures.  If the rejection by the Reorganizing Debtors (pursuant to the Plan or otherwise) of an executory contract or unexpired lease results in a Claim, then such Claim shall be forever barred and shall not be enforceable against either the Reorganizing Debtors or the Reorganized Companies or such entities’ properties unless a proof of claim is filed with the clerk of the Bankruptcy Court and served upon counsel to the Reorganizing Debtors within thirty (30) days after service of the notice that the executory contract or unexpired lease has been rejected.

25.Approval of the Investment Agreement.  The Court hereby approves the Investment Agreement among the New Investor, Holdings and ATA and all related agreements to be executed substantially in the form filed as Exhibit A to the Plan.

26.Approval of New ATSB Loan; Automatic Perfection.  The Court hereby approves the Amended and Restated ATSB Loan Agreement, filed as Exhibit B to the Plan, the Amended and Restated ATSB Loan Documents and all related agreements and documents.  The terms of the New ATSB Loan as restructured and reflected in the Amended and Restated ATSB Loan Agreement are hereby approved.  The Reorganized Companies who are obligors under the New ATSB Loan, are hereby authorized to execute, deliver and perform under the Amended and Restated ATSB Loan Documents to which they are a party and all documents, instruments and

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other agreements relating thereto on or prior to the Effective Date, together with such other documents as any of the ATSB Lender Parties may reasonably require in order to effectuate the treatment and rights afforded to such parties under the New ATSB Loan without further application to, or order of, the Court or further action by their respective directors or stockholders.

The Reorganizing Debtors or Reorganized Companies, as appropriate, are hereby authorized to grant to the ATSB Lender Parties, valid, binding, enforceable and perfected security interests in and liens upon all collateral specified in the Amended and Restated ATSB Loan Documents or other documents executed in connection therewith to secure the New ATSB Loan Obligations under or in connection with each of the Amended and Restated ATSB Loan Documents and to execute, deliver and perform any and all documents, instruments and other agreements, including intercreditor agreements, necessary or desirable in connection with the grant of such security interests and liens.  The New ATSB Loan and all documents, instruments and other agreements relating thereto shall constitute legal, valid, binding and authorized obligations of the respective parties thereto, enforceable in accordance with their terms.  The security interests and liens granted pursuant to, or in connection with, the New ATSB Loan and the documents, instruments and agreements relating thereto shall constitute, as of the Effective Date, legal, valid and duly perfected first-priority liens and security interests in and to the collateral specified therein, subject only, where applicable, to the pre-existing liens and security interests specified or permitted in the New ATSB Loan.  Notwithstanding the automatic perfection of the liens and security interests granted pursuant to the New ATSB Loan on the Effective Date, the ATSB Lender Parties are authorized, but not required, to file or record financing statements, trademark filings, mortgages, notices of lien and other similar instruments

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in any jurisdiction, and to take any other action they deem necessary or appropriate in connection with such liens and security interests pursuant to the terms and in accordance with the conditions of the documentation relating to the New ATSB Loan.  Based upon the record of these Chapter 11 Cases, the security interests to be granted by the Reorganizing Debtors and/or Reorganized Companies pursuant to, or in connection with, the New ATSB Loan (i) are legal, valid and enforceable, and (ii) do not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any federal or state law.

27.Cash Collateral Order.  All of the terms and provisions of the ATSB Cash Collateral Order shall continue to apply and govern the Reorganizing Debtors’ use of cash collateral, as well as all of the parties’ rights and obligations, as defined and specified therein, until the occurrence of the Effective Date.

28.Approval of the New Investor Exit Facility.  The Court hereby approves the New Investor Exit Facility and all related documents to be executed substantially in the form filed as Exhibits C and D to the Plan.

29.Approval of New Fleet Notes A and B.  The Court hereby approves New Fleet Notes A and B and all related documents to be executed substantially in the form filed as Exhibits E and F to the Plan.

30.Approval of the Warrant Agreement.  The Court hereby approves the Warrant Agreement and all related documents to be executed substantially in the form filed as Exhibit Q to the Plan.

31.Substantive Consolidation.  The substantive consolidation of the Reorganizing Debtors is approved to the extent set forth in Section 6.12 of the Plan.

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32.Post-Confirmation Committee.  The Post-Confirmation Committee shall initially consist of Airport Terminal Services, Air Line Pilots Association International, and John Hancock Funds.

33.Resolution Of Claims And Interests.  Except as otherwise ordered by the Bankruptcy Court, any Claim or Interest that is not an Allowed Claim or Allowed Interest shall be determined, resolved, or adjudicated in accordance with the terms of the Plan.  The Reorganizing Debtors or Reorganized Companies, as the case may be, and the Creditors’ Committee may (a) until 120 days after the Effective Date (unless extended by order of the Bankruptcy Court) file objections in the Bankruptcy Court to the allowance of any Claim or Interest (whether or not a proof of Claim or Interest has been filed) and/or (b) amend their schedules at any time before their Chapter 11 Cases are closed.

34.Cancellation of Existing Equity Securities and Agreements.  On the Effective Date, except as otherwise specifically provided for in the Plan or this Order (a) the Old Holdings Common Stock, Old Holdings Preferred Stock, the Old Holdings Unsecured Notes and any other note, bond, indenture, pass through trust agreement, pass through trust certificate, equipment trust certificate guarantee, or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Reorganizing Debtors, except such notes, other instruments or documents evidencing indebtedness or obligations of the Reorganizing Debtors that are Reinstated under the Plan, shall be cancelled solely as to the Reorganizing Debtors, and the Reorganizing Debtors shall not have any continuing obligations thereunder, and (b) the obligations of, Claims against, and/or Interests in the Reorganizing Debtors under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents

36

governing the Old Holdings Common Stock, Old Holdings Preferred Stock, the Old Holdings Unsecured Notes and any other note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Reorganizing Debtors, except such agreements or notes or other instruments evidencing indebtedness or obligations of the Reorganizing Debtors that are Reinstated under the Plan, as the case may be, will be released and discharged; provided, that any such agreement that governs the rights of the holder of a Claim will continue in effect solely for purposes of (i) allowing an indenture trustee, an agent or a servicer (each hereinafter referred to as a “Servicer”) to make the distributions to be made on account of such Claims under the Plan as provided in Article IX of the Plan, (ii) permitting such Servicer to maintain any rights or liens it may have against property other than the Reorganized Companies’ property for fees, costs, and expenses under such Indenture or other agreement, and (iii) governing the rights and obligations of non-Reorganizing Debtor parties to such agreements, vis-à-vis each other and (iv) preserving any claims by or on behalf of bondholders, indenture trustee, loan trustee, subordination agents, pass through trustees or similarly situated parties against any Person (other than the Reorganizing Debtors or Reorganized Companies) that arise under or are related to such agreements; provided, further, that the preceding proviso will not affect the discharge of Claims against or Interests in the Reorganizing Debtors under the Bankruptcy Code, the Confirmation Order, or this Plan, or result in any expense or liability to the Reorganized Companies.  The Reorganized Companies will not have any obligations to any Servicer (or to any Disbursing Agent replacing such Servicer) for any fees, costs, or expenses except as expressly provided in Article 9.5 of the Plan.

35.Payment Of Fees.  All fees payable by the Reorganizing Debtors under 28 U.S.C. § 1930 shall be paid on or before the Effective Date, and the Reorganized Companies

37

shall thereafter pay any statutory fees that come due until the case is closed, converted or dismissed.

36.Authorization To Consummate Plan.  The Bankruptcy Court authorizes the Reorganizing Debtors to consummate the Plan after entry of this Confirmation Order.  The Reorganizing Debtors are authorized to execute, acknowledge, and deliver such deeds, assignments, conveyances, and other assurances, documents, instruments of transfer, uniform commercial code financing statements, trust agreements, mortgages, indentures, security agreements, and bills of sale and to take such other actions as may be reasonably necessary to perform the terms and provisions of the Plan, all transactions contemplated by the Plan, and all other agreements related thereto.

37.Failure To Consummate Plan And Substantial Consummation.  If consummation of the Plan does not occur, then the Plan, any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), the assumption or rejection of executory contracts or leases effected by the Plan, and any document or agreement executed pursuant to the Plan, shall be null and void.  In such event, nothing contained in the Plan or this Confirmation Order, and no acts taken in preparation for consummation of the Plan, shall (a) constitute a waiver or release of any claims by or against (including any Claims) or Interests in the Reorganizing Debtors or any other Person, (b) prejudice in any manner the rights of the Reorganizing Debtors or any Person in any further proceedings involving the Reorganizing Debtors, (c) constitute an admission of any sort by the Reorganizing Debtors or any other Person, or (d) be construed as a finding of fact or conclusion of law with respect thereto.  Upon the occurrence of the Effective Date, the Plan shall be deemed substantially consummated.

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38.Retention Of Jurisdiction.  Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding the entry of this Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction as provided in the Plan over all matters arising out of, and related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by law, including, among other items and matters, jurisdiction over those items and matters set forth in Article XIII of the Plan.  Provided, however, that nothing herein shall constitute a waiver by the United States of any right it may have to assert that the Bankruptcy Court lacks jurisdiction over any matter set forth in Article XIII of the Plan.

39.References To Plan Provisions.  The failure to include or specifically reference any particular provision of the Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Bankruptcy Court that the Plan be confirmed in its entirety.  The provisions of the Plan and of this Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; however, that if there is determined to be any inconsistency between any Plan provision and any provision of this Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of this Confirmation Order shall govern and any such provision of this Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence.

40.Separate Confirmation Order.  This Confirmation Order is and shall be deemed a separate Confirmation Order with respect to each of the Reorganizing Debtors in each Reorganizing Debtor’s separate Chapter 11 Case for all purposes.  The Clerk of the Bankruptcy Court is directed to file and docket this Confirmation Order in the Chapter 11 Case of each of the Debtors.

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41.Filing And Recording.  This Confirmation Order (a) is and shall be effective as a determination that, on the Effective Date, all Claims and Interests existing prior to such date have been unconditionally released, discharged and terminated, and (b) is and shall be binding upon and shall govern the acts of all entities including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required, by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any document or instruments.  Each and every federal, state and local government agency is hereby directed to accept any and all documents and instruments necessary, useful or appropriate (including Uniform Commercial Code financing statements) to effectuate, implement and consummate the transactions contemplated by the Plan and this Confirmation Order without payment of any recording tax, stamp tax, transfer tax or similar tax imposed by state or local law.

42.Notice Of Confirmation Order And Occurrence Of Effective Date.  On or before the fifth (5th) Business Day following the occurrence of the Effective Date, the Reorganizing Debtors shall serve notice of this Confirmation Order and occurrence of the Effective Date pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c), on all holders of claims, the United States Trustee, the Creditors’ Committee, and other parties-in interest, by causing a notice of this Confirmation Order and the occurrence of the Effective Date in substantially the form of the notice annexed hereto as Exhibit 1, which form is hereby approved (the “Notice of Effective Date”), to be delivered to such parties by first class mail, postage prepaid, provided, however, that notice need not be given or served under the Bankruptcy Code, the Bankruptcy Rules, or this Confirmation Order to any Person to whom the Reorganizing

40

Debtors mailed a notice of the Bar Date or Confirmation Hearing, but received such notice returned marked “undeliverable as addressed,” “moved-left no forwarding address,” “forwarding order expired,” or similar reason, unless the Reorganizing Debtors have been informed in writing by such Person of that Person’s new address.  The notice described herein is adequate under the particular circumstances of the Chapter 11 Cases, and no other or further notice is necessary.  Notwithstanding the foregoing, pursuant to Bankruptcy Rule 2002(1), the Reorganizing Debtors may satisfy the requirements of Bankruptcy Rule 2002(1)(7) with respect to any holder of a Claim or Interest that does not reside in the United States by publishing the Notice of Effective Date in The Wall Street Journal (National Edition), the Indianapolis Star (Indianapolis, Indiana) within fifteen (15) Business Days of the Effective Date.

43.Exhibits Will Operate As Controlling Documents.  In the event of an inconsistency between the Plan and the Exhibits (as may be modified), the Exhibits will control.

44.28 U.S.C. § 157(d).  Nothing in this Confirmation Order or the Plan is intended to modify or violate 28 U.S.C. § 157(d).

45.BCC/Boeing.  Nothing contained in the Plan or this Order shall be deemed to impair or otherwise affect the rights of BCC Equipment Leasing Corporation, The Boeing Company, Boeing Commercial Aircraft or any other Boeing subsidiary or affiliate from asserting, in response to any Retained Action or claim objection, any defense or counterclaim (only to the extent any such counterclaim or setoff offsets any liability with respect to a Retained Action asserted by one or more of the Reorganized Debtors), including, without limitation, any right of setoff.  ATA reserves all defenses with respect to any such counterclaim.

46.IAS.  Notwithstanding any provision contained in the Disclosure Statement, Plan or this Confirmation Order, the rights of InternetAd Systems, LLC (“IAS”) to

41

enforce U.S. Patent Nos. 5,572,643; 5,737,619; 6,185,586; and 6,457,025 (collectively the “Patents”) or to seek recovery for future infringement of the Patents, including injunctive relief and damages, will not be limited or affected in any way by this reorganization proceeding.  ATA reserves all defenses to any such enforcement or recovery actions.

47.Celeste.  Notwithstanding anything in the Plan or Confirmation Order to the contrary, the Reorganizing Debtors will be bound by and honor the terms of the amendment executed October 3, 2005 to the ATA Cabin Supplies Contract dated October 16, 2003 with Celeste Industries, Corp.

48.Travelers.  The Plan shall not prejudice, impair, waive, limit or otherwise affect the respective rights, claims and defenses of Travelers Casualty and Surety Company of America and its respective predecessors, successors, affiliates, subsidiaries and assigns (“Travelers”), regarding the surety bonds, any indemnity agreements and any cash collateral which secures any claims or letter(s) of credit posted in connection therewith.  Further, the Plan shall not release, compromise, or otherwise affect in any way Travelers’ rights against any indemnitor or third party with respect to such surety bonds, indemnity agreement or cash collateral.  Travelers reserves all of its rights and defenses (including by way of subrogation or any other surety defenses available in law or equity) against any entity or person with respect to any claim raised under the surety bonds.  Without limiting the foregoing, Travelers shall be authorized to settle any claims under the surety bonds and apply the cash collateral or proceeds of any posted letter(s) of credit to any loss sustained by Travelers under the surety bonds (inclusive of any fees and expenses incurred in connection therewith, in connection with the Chapter 11 Cases, or as otherwise recoverable under the terms and conditions of any indemnity agreements) without any authorization of the Bankruptcy Court (including, but not limited to,

42

relief from the automatic stay under section 362(a) of the Bankruptcy Code) or consent of the Reorganizing Debtors.  Furthermore, if Travelers has to pay any amount under the security bonds, Travelers reserves the right to assert a general unsecured claim (by way of amendment or otherwise) with respect to such payment, and the Reorganizing Debtors reserve the right to object thereto.

49.Southwest.  Pursuant to and in accordance with Article 2.2 of the Plan and this Confirmation Order, on the Effective Date, Southwest, as the holder of the Allowed Southwest DIP Facility Claim, shall receive from the Reorganizing Debtors in full satisfaction, settlement, release, and discharge of and in exchange for its Southwest DIP Facility Claim: (i) Cash equal to the unpaid principal balance of $20,000,000 of such Allowed Southwest DIP Facility Claim, (ii) all unpaid but accrued interest thereon through the date of payment in accordance with its terms, and (iii) all unpaid fees, costs and expenses arising under and in connection with the Southwest DIP Facility, including without limitation the Closing Fee (as such term is defined in the Southwest DIP Credit Agreement) in the amount of $1,177,205.25 (pursuant to the Southwest DIP Credit Agreement the Closing Fee has been capitalized into the principal balance of the Southwest DIP Facility) plus the Guaranty Fee (as such term is defined in the Southwest DIP Credit Agreement) in the amount of $212,646.29. Payment shall be in good funds by wire transfer to Southwest pursuant to wire instructions to be provided by Southwest to the Reorganizing Debtors on or before the Effective Date.  In addition, the Reorganizing Debtors shall post a letter of credit, for the benefit of Southwest, in the full amount of principal, interest, fees and costs, as of the Effective Date, in form and substance reasonably acceptable to Southwest, for any obligations owed to the City of Chicago by the Reorganizing Debtors and Southwest under the approximate $7.0 million letter of credit securing the City Loan.

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50.Modification of Article 11.8 re AMR.  Article 11.8 of the Plan is hereby modified to add to Article 11.8 by interliniation the following:  Notwithstanding the foregoing, with respect to AMR Leasing Corporation, the releases contained herein shall apply only to acts or omissions taken in good faith in pursuit of Plan confirmation, Plan consummation, and Plan administration.

51.MWAA/Phoenix.  The contracts and leases of Reorganizing Debtors with Metropolitan Washington Airports Authority (“MWAA”) and the City of Phoenix (“Phoenix”) listed on amended Plan Exhibit H are assumed.  Such contracts and leases may only be assigned hereafter in accordance with applicable bankruptcy and non-bankruptcy law.  The correct Cure Amount for the MWAA lease listed on amended Exhibit H is $45,849.76 but the appropriate counterparty/lessor is the “Metropolitan Washington Airports Authority”.  The Cure Amount for the Phoenix contracts listed on amended Exhibit H will be deemed to be $20,809, subject to the parties ongoing efforts to reconcile any dispute regarding the correct amount of cure; with the Court to resolve any such dispute if the parties are unable to do so.  As to the assumed Phoenix contracts, ATA shall initially deposit with Phoenix in advance a total of one month’s rates, fees and charges while the parties continue to resolve any dispute regarding the appropriate amount of the deposit to be made to serve as adequate assurance of future performance.  If such efforts are unsuccessful, either party may submit the dispute to the Court to resolve.  The cash deposited by ATA will be held by Phoenix as a cash security deposit to be held for 12 months or until ATA has established a reasonably sufficient on-time payment history.  There are no non-monetary defaults on the MWAA leases of which the parties are aware.  As to Phoenix, the parties will continue to discuss the existence of any non-monetary defaults and whether, under the facts and

44

applicable law, any such defaults need to be cured for assumption and to let the Court decide the issue if no agreement is reached.

52.National City.  The secured claims of National City Bank and National City Bank of Indiana (together “National City”) under that certain Credit Agreement dated December 19, 2002, as amended (“Letter of Credit Facility”) and that certain Commercial Procurement Card Agreement dated November 7, 2000 (“P-Card Agreement”), and related loan documents, shall be treated under Article 4.4 and 6.9 of the Plan.  The obligations imposed under the Letter of Credit Facility and the P-Card Agreement as authorized and approved by orders of the Bankruptcy Court entered after the Petition Date shall be assumed by Reorganized ATA.

Nothing contained in the Plan or this Order shall be deemed to modify, impair or otherwise affect the following:

(a)(i)the expiration on the Effective Date of the current Credit Agreement dated December 19, 2002, as amended, between National City and ATA relating to the Letter of Credit Facility;

(ii)the execution of an Amended and Restated Credit Agreement between National City and Reorganized ATA to evidence, govern and control the obligations under the Letter of Credit Facility assumed by Reorganized ATA from and after the Effective Date;

(b)the assumption of the Letter of Credit Facility and the P-Card Agreement by Reorganized ATA and the reaffirmation of the security documents relating to the accounts pledged by ATA to National City as collateral for the Letter of Credit Facility and the P-Card Agreement; or

45

(c)the validity and first priority security interests granted to National City Bank to secure the obligations owed to National City under the Letter of Credit Facility and the P-Card Agreement.

###

Requested by:

James M. Carr
Terry E. Hall
Stephen A. Claffey
Jeffrey C. Nelson
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
Telephone:  (317) 237-0300
Facsimile:  (317) 237-1000

Wendy W. Ponader
Ponader & Associates, LLP
5241 North Meridian Street
Indianapolis, Indiana 46208
Telephone:  (317) 496-3072
Facsimile:  (317) 257-5776

Distribution:

Core Group
2002 List
Appearance List

46

EX-2.4

Exhibit 2.4

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF INDIANA

INDIANAPOLIS DIVISION

In re:	)	Chapter 11
	)	Case No. 08-03675-BHL-11
ATA AIRLINES, INC.,	)
	)
Debtor	)

FIRST AMENDED CHAPTER 11 PLAN OF THE DEBTOR

BAKER & DANIELS, LLP 300 N. Meridian Street, Suite 2700 Indianapolis, Indiana 46204 Telephone:  (317) 237-0300 Facsimile:  (317) 237-1000	HAYNES AND BOONE, LLP 1221 McKinney, Suite 2100 Houston, Texas 77010 Telephone:  (713) 547-2000 Facsimile:  (713) 236-5490
Dated: February 3, 2009	ATTORNEYS FOR DEBTOR

TABLE OF CONTENTS

INTRODUCTION			1
ARTICLE 1	DEFINITIONS, RULES OF INTERPRETATION, AND CONSTRUCTION OF TERMS		1
1.1	Scope of Definitions		1
1.2	Definitions		1
1.3	Rules of Interpretation and Construction		1
1.4	Plan Documents		1
ARTICLE 2	CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS; IMPAIRMENT		1
2.1	Classification		1
2.2	Identification of Classes		1
2.3	Unimpaired Classes		2
2.4	Impaired Classes		2
ARTICLE 3	TREATMENT OF UNCLASSIFIED CLAIMS AND CERTAIN POSTPETITION CLAIMS		2
3.1	Administrative Claims Bar Date		2
3.2	Professional Compensation Claims Bar Date		2
3.3	Payment of Administrative Claims and Professional Fee Claims		2
3.4	Payment of Administrative Claims and Professional Fee Claims		2
3.5	Payment of Allowed Priority Unsecured Tax Claims		2
3.6	U. S. Trustee Fees		3
ARTICLE 4	PROVISIONS FOR TREATMENT OF ALLOWED CLAIMS AND EQUITY INTERESTS		3
4.1	Treatment of Allowed Priority Unsecured Employee Claims (Class – 1.1)		3
	(a)	Allowed Priority Unsecured Employee Claims (ALPA)	3
	(b)	Allowed Priority Unsecured Employee Claims (AFA)	3
	(c)	Allowed Priority Unsecured Employee Claims (AMFA)	3
	(d)	Allowed Priority Unsecured Employee Claims (IAM)	4
	(e)	Allowed Priority Unsecured Employee Claims (TWU)	4
	(f)	Allowed Priority Unsecured Employee Claims (Batman)	4
	(g)	Treatment	4
	(h)	Settlement and Compromise	4
4.2	Treatment of Allowed Priority Unsecured Non-Tax Claims (Class – 1.2)		4
4.3	Treatment of Allowed Secured Tax Claims (Class - 2)		5
	(a)	Determination of Allowed Secured Tax Claims	5
	(b)	Treatment of Allowed Secured Tax Claims	5
	(c)	Retention of Lien	5
	(d)	Deficiency Claim	5
4.4	Treatment of Allowed Lender Secured Claims (Class - 3.1)		5
	(a)	Allocation of Class 3.1 Beneficial Interest	6
	(b)	Treatment of Allowed Lender Secured Claims	6
	(c)	Retention of Lien	6
	(d)	Treatment of Lender Deficiency Claims	6
4.5	Treatment of Allowed Secured Letter of Credit Claims (Class - 3.2)		6
	(a)	Determination of Allowed Secured Letter of Credit Claims	6

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	(b)	Treatment of Allowed Secured Letter of Credit Claims	6
	(c)	Retention of Lien	6
	(d)	Deficiency Claim	7
4.6	Treatment of Allowed Other Secured Claims (Class – 3.2)		7
	(a)	Determination of Allowed Other Secured Claims	7
	(b)	Treatment of Allowed Other Secured Claims	7
	(c)	Retention of Lien	7
	(d)	Deficiency Claim	7
4.7	Treatment of Allowed General Unsecured Claims (Class - 4)		8
4.8	Treatment of Allowed Subordinated Claims (Class - 5)		8
4.9	Treatment of Allowed Equity Interests (Class - 6)		8
ARTICLE 5	EXECUTORY CONTRACTS AND UNEXPIRED LEASES		8
5.1	Assumption and Assignment of Executory Contracts		8
5.2	Deemed Rejection		8
5.3	Stipulated Termination and Rejection of CBAs		8
5.4	Approval of Assumption or Rejection		8
5.5	Procedures Related to Assumption and Assignment of Executory Contracts and Unexpired Leases		8
	(a)	Objection to Disputed Cure Amounts	9
	(b)	Payment of Cure Amounts	9
	(c)	Non-Admission	9
	(d)	Waiver, etc.	9
5.6	Rejection Damage Claim Bar Date		9
5.7	Indemnification Obligations		9
ARTICLE 6	MEANS FOR IMPLEMENTATION OF THE PLAN		10
6.1	The Reorganized Debtor		10
	(a)	Issuance of the New Equity Interest	10
	(b)	Existence of Reorganized Debtor	10
	(c)	Certificate of Incorporation and By-Laws	10
	(d)	Debtor’s Board of Directors	10
6.2	New ATA		10
	(a)	Formation of New ATA	10
	(b)	Operation of New ATA	11
	(c)	Transfer of the Retained Assets	11
	(d)	No Continuing Obligations of the Reorganized Debtor	11
6.3	Purchase of New Membership Interest by Buyer		11
6.4	Selection of Trustee		11
6.5	Selection of Unsecured Creditor Trustee		11
6.6	The Closing		11
6.7	Transactions at Closing		12
	(a)	Execution and Closing of the Purchase Agreement	12
	(b)	Execution and Ratification of Trust Agreements	12
	(c)	Transfer of Plan Trust Assets	12
	(d)	Transfer of Unsecured Creditor Trust Assets	12
	(e)	Certificate of Incorporation and By-Laws	12

ii

	(f)	Establishment of Reserves	12
	(g)	Execution of Documents and Corporate Action	13
	(h)	Amendment of the Debtor’s Governance Documents	13
	(i)	Surrender of Instruments	13
6.8	Section 1145 Determination		13
6.9	Tax Treatment of the Plan Trust and the Unsecured Creditor Trust		13
6.10	Settlement and Compromise		14
6.11	Termination of the Committee		14
ARTICLE 7	VESTING OF PROPERTY		14
7.1	Vesting of Property		14
ARTICLE 8	DISCHARGE, RELEASE AND EXTINGUISHMENT OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES; EXCULPATION		15
8.1	Discharge of Debtor		15
8.2	Releases		15
	(a)	Employee Claim Release	15
	(b)	Lender Release	15
	(c)	Affiliate Release	16
	(d)	Officer and Director Release	16
	(e)	Creditor	16
	(f)	Execution of Releases	17
8.3	Exculpation		17
ARTICLE 9	INJUNCTION AGAINST ENFORCEMENT OF PRECONFIRMATION CLAIMS AND EQUITY INTERESTS		17
9.1	Injunction Enjoining Holders of Claims Against and Equity Interests in Debtor		17
9.2	Derivative Litigation Claims		18
ARTICLE 10	EVENTS OF DEFAULT		18
10.1	Events of Default		18
10.2	Remedies for Defaults		18
ARTICLE 11	RESOLUTION OF CLAIMS		19
11.1	Right to Object to Claims		19
11.2	Deadline for Objecting to Claims		19
11.3	Deadline for Responding to Claim Objections		19
11.4	Right to Request Estimation of Claims		20
11.5	Release of Certain Claims		20
ARTICLE 12	RETENTION, ENFORCEMENT, COMPROMISE, OR ADJUSTMENT OF CLAIMS BELONGING TO THE ESTATE		20
12.1	Right to Enforce, Compromise, or Adjust Estate Claims		20
12.2	Substitution of Plan Trustee as Plaintiff		20
12.3	Dismissal of Second Circuit Grievance Litigation		20
12.4	Dismissal of WARN Adversaries		20

iii

ARTICLE 13	RETENTION OF JURISDICTION	20
13.1	Retention of Jurisdiction	20
ARTICLE 14	MISCELLANEOUS PROVISIONS	22
14.1	Confirmation Order	22
14.2	Notices	22
14.3	Dates	23
14.4	Further Action	23
14.5	Exhibits	23
14.6	Exemption from Transfer Taxes	23
14.7	Binding Effect	23
14.8	Governing Law	23
14.9	Headings	23
14.10	Withdrawal or Revocation of the Plan	23
14.11	Reservation of Rights	24
14.12	Defects, Omissions, and Amendments	24
14.13	Good Faith	24
ARTICLE 15	SUBSTANTIAL CONSUMMATION	24
15.1	Substantial Consummation	24
15.2	Final Decree	24
ARTICLE 16	CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF PLAN	24
16.1	Conditions Precedent to Confirmation	24
16.2	Conditions Precedent to Effectiveness	25
16.3	Waiver of Conditions to Confirmation or Consummation	25

iv

EXHIBITS TO PLAN

Glossary of Defined Terms	Exhibit A
The Liquidating Trust Agreement for the ATA Plan Trust	Exhibit B
The Liquidating Trust Agreement for the ATA Unsecured Creditor Trust	Exhibit C

v

INTRODUCTION

ATA Airlines, Inc., the Debtor in this chapter 11 case, proposes this chapter 11 Plan under Bankruptcy Code section 1121 for the resolution of outstanding Claims and Equity Interests and to implement the terms and conditions of that Global Settlement among the Debtor, JPMorgan, the Committee, the Unions and Batman.

ARTICLE 1
DEFINITIONS, RULES OF INTERPRETATION, AND CONSTRUCTION OF TERMS

1.1     Scope of Definitions.

All capitalized terms not defined elsewhere in the Plan have the meanings assigned to them in section 1.2 of the Plan.  Any capitalized term used in the Plan that is not defined herein has the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.

1.2     Definitions.

Defined terms are contained in the Glossary of Defined Terms attached as Exhibit A to the Plan.

1.3     Rules of Interpretation and Construction.

For purposes of the Plan, (i) any reference in the Plan to an existing document or exhibit filed or to be filed means that document or exhibit as it may have been or may be amended, supplemented, or otherwise modified; (ii) unless otherwise specified, all references in the Plan to sections, articles, and exhibits are references to sections, articles, or exhibits of the Plan; (iii) the words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to the Plan in its entirety and not to any particular portion of the Plan; (iv) captions and headings contained in the Plan are inserted for convenience and reference only, and are not intended to be part of or to affect the interpretation of the Plan; (v) wherever appropriate from the context, each term stated in either the singular or the plural includes the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and neuter gender; and (vi) the rules of construction outlined in Bankruptcy Code section 102 and in the Bankruptcy Rules apply to the Plan.

1.4     Plan Documents.

Plan Documents are those material agreements, instruments and related documents to be executed in order to implement and consummate the Plan.

ARTICLE 2
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS; IMPAIRMENT

2.1     Classification.

Pursuant to Bankruptcy Code section 1122, a Claim or Equity Interest is placed in a particular Class for purposes of voting on the Plan and receiving Distributions under the Plan only to the extent (i) the Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class and (ii) the Claim or Equity Interest has not been paid, released, or otherwise compromised before the Effective Date.  In accordance with Bankruptcy Code section 1123(a)(1), Administrative Claims, Professional Compensation Claims, and Priority Unsecured Tax Claims are not classified under the Plan.

2.2     Identification of Classes.

Allowed Claims and Allowed Equity Interests are classified under the Plan as follows:

Class - 1.1	Allowed Priority Employee Claims
Class - 1.2	Allowed Priority Unsecured Non-Tax Claims

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Class - 2	Allowed Secured Tax Claims
Class - 3.1	Allowed Lender Secured Claims
Class - 3.2	Allowed Secured Letter of Credit Claims
Class - 3.3	Allowed Other Secured Claims
Class - 4	Allowed General Unsecured Claims
Class - 5	Allowed Subordinated Claims
Class - 6	Allowed Equity Interests

2.3     Unimpaired Classes.

Claims in Class - 1.2 are not Impaired under the Plan.  Under Bankruptcy Code section 1126(f), holders of Claims in this Class are conclusively presumed to have accepted the Plan, and are therefore not entitled to vote to accept or reject the Plan.

2.4     Impaired Classes.

Except for the Claims in Class - 1.2, all Claims and Equity Interests are Impaired under the Plan.  Holders of Claims and Equity Interests in the Impaired Classes are entitled to vote to accept or reject the Plan.

ARTICLE 3
TREATMENT OF UNCLASSIFIED CLAIMS AND CERTAIN POSTPETITION CLAIMS

3.1     Administrative Claims Bar Date.

Except as otherwise provided in Article 3 herein, all applications or other requests for payment of Administrative Claims arising on or before the Confirmation Date and not previously filed must be filed with the Bankruptcy Court and served on the Debtor, the U. S. Trustee, JPMorgan and the Plan Trustee by the Administrative Claims Bar Date.  Any Administrative Claim for which an application or request for payment is not filed by the deadline specified in this section shall be discharged and forever barred.  The Administrative Claims Bar Date does not apply to fees incurred under 28 U.S.C. section 1930(a)(6).

3.2     Professional Compensation Claims Bar Date.

All applications or other requests for payment of Professional Compensation Claims must be filed with the Bankruptcy Court and served on the Debtor, the U. S. Trustee, JPMorgan and the Plan Trustee by the Professional Compensation Claims Bar Date.  Any Professional Compensation Claims for which an application or other request for payment is not filed by the deadline specified in this section shall be discharged and forever barred.

3.3     Payment of Administrative Claims.

The Plan Trustee shall pay Allowed Administrative Claims (except Professional Compensation Claims and Ordinary Course Liabilities) arising through the Confirmation Date from the Priority Claim Fund on the later of (a) the Effective Date or (b) ten (10) days after the date such Claim becomes Allowed.

3.4      Payment of Professional Compensation Claims.

The Plan Trustee shall pay Allowed Professional Compensation Claims within ten (10) days after the date such Claim becomes Allowed (a) first, from the balance of any retainers held by professionals until fully exhausted; and (b) second, from the Professional Compensation Claim Fund.

3.5     Payment of Allowed Priority Unsecured Tax Claims.

Allowed Priority Unsecured Tax Claims shall be satisfied in full at the election of the Plan Trustee as follows:

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(a)Cash Payment.

The Plan Trustee may elect to satisfy any Allowed Priority Unsecured Tax Claim by the payment of Cash from the Priority Claim Fund to the holder of such Claim in the amount of its Allowed Priority Unsecured Tax Claim plus accrued interest after the Confirmation Date at the normal corporate interest rate for tax underpayments determined under section 6621(a) of the Internal Revenue Code, as amended (the “Tax Interest Rate”), such payment to be made on the later of (a) ten (10) days after the Effective Date or (b) ten (10) days after the date such Claim becomes Allowed.

(b)Other Agreements.

The Plan Trustee may elect to satisfy any Allowed Priority Unsecured Tax Claim pursuant to an agreement reached with the holder of such Claim.

3.6     U. S. Trustee Fees.

Until the Bankruptcy Case is closed, all fees incurred under 28 U.S.C. section 1930(a)(6) shall be paid in accordance with the Plan Trust Agreement and the Unsecured Creditor Trust Agreement.

ARTICLE 4
TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

4.1     Treatment of Allowed Priority Employee Claims (Class — 1.1).

Allowed Priority Employee Claims shall be satisfied in full as follows:

(a)Allowance of Employee Claims (ALPA).

Each ALPA Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the ALPA Distribution.  Each ALPA Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

(b) Allowance of Employee Claims (AFA).

Each AFA Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the AFA Distribution.  Each AFA Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

(c)Allowance of Employee Claims (AMFA).

Each AMFA Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the AMFA Distribution.  Each AMFA Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

(d)Allowance of Employee Claims (IAM).

Each IAM Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the IAM Distribution.  Each IAM Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

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(e)Allowance of Employee Claims (TWU).

Each TWU Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the TWU Distribution.  Each TWU Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

(f)Allowance of Employee Claims (Batman).

Each Batman Employee shall be deemed to hold an Allowed Priority Employee Claim equal in amount to such holder’s Employee Pro Rata Share of the Batman Distribution.  Each Batman Employee shall be deemed to hold an Allowed General Unsecured Claim equal in amount to the excess of such holder’s Employee Claim over the Allowed Priority Employee Claim.

(g)Treatment.

Allowed Priority Employee Claims and Claims of Employees holding Allowed General Unsecured Claims shall be treated in accordance with the terms of the Unsecured Creditor Trust Agreement as follows:

1)Class 1.1 Beneficial Interests in the Unsecured Creditor Trust shall be allocated to Employees holding Class 1.1 Allowed Priority Employee Claims in accordance with the Unsecured Creditor Trust Agreement.

2)Class 4 Beneficial Interests in the Unsecured Creditor Trust shall be allocated to Employees holding Class 4 Allowed General Unsecured Claims in accordance with the Unsecured Creditor Trust Agreement.

3)Employees holding Allowed Priority Employee Claims shall receive Distributions on account of their Class 1.1 Beneficial Interest in accordance with the Unsecured Creditor Trust Agreement.

4)Employees holding Allowed General Unsecured Claims shall receive Distributions on account of their Class 4 Beneficial Interest in accordance with the Unsecured Creditor Trust Agreement.

(h)Settlement and Compromise.

The Employee Claims listed on each Employee Claim Register and the Allowance of such Claims as provided for herein constitute a settlement and compromise with respect to Employee Claims asserted against the Debtor and to the extent of any inconsistency between individual proofs of claim filed by Employees and the amounts set forth on the Employee Claim Registers, the amounts set forth on the Employee Claim Registers shall control and all other amounts asserted in a proof of claim shall be deemed disallowed.

4.2     Treatment of Allowed Priority Unsecured Non-Tax Claims (Class — 1.2).

The Plan Trustee shall pay each Allowed Priority Unsecured Non-Tax Claim in full from the Priority Claim Fund on the later of (i) the Effective Date or (ii) ten (10) days after the Allowance Date in accordance with the Plan Trust Agreement.

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4.3     Treatment of Allowed Secured Tax Claims (Class - 2).

(a)Determination of Allowed Secured Tax Claims.

If there is more than one Allowed Secured Tax Claim, then each Allowed Secured Tax Claim shall be classified in a separate subclass.  To the extent permitted under Bankruptcy Code section 506(b), each Allowed Secured Tax Claim shall accrue interest at the applicable rate during the period from the Petition Date until the Confirmation Date.  The Plan Trustee may (i) seek a determination regarding the allowability of any Secured Tax Claim under the Bankruptcy Code and the Bankruptcy Rules and (ii) initiate litigation to determine the amount, extent, validity, and priority of any Liens securing any such Claim.

(b)Treatment of Allowed Secured Tax Claims.

Allowed Secured Tax Claims shall be satisfied in full at the election of the Plan Trustee as follows:

(i)Transfer of Collateral.

The Plan Trustee may elect to satisfy any Allowed Secured Tax Claim by conveying and transferring any Plan Trust Assets serving as collateral for the Allowed Secured Tax Claim to the holder thereof to the extent of the Allowed amount of such Secured Tax Claim.  Any collateral remaining after satisfaction of such Allowed Secured Tax Claim shall remain Plan Trust Assets, free and clear of any Liens.

(ii)Cash Payment.

The Plan Trustee may elect to satisfy any Allowed Secured Tax Claim by the payment of Cash from the Priority Claim Fund to the holder of such Claim in the amount of its Allowed Secured Tax Claim.

(iii)Other Agreements.

The Plan Trustee may elect to satisfy any Allowed Secured Tax Claim pursuant to an agreement reached with the holder of such Claim.

(c)Retention of Lien.

Each holder of an Allowed Secured Tax Claim shall retain any Liens securing such Claim against Plan Trust Assets until such Claim is satisfied in accordance with the Plan (which may include the transfer of collateral provided for in section 4.3(b)(i) of the Plan) or until an earlier date agreed to by the holder of the Allowed Secured Tax Claim and the Plan Trustee.

(d)Deficiency Claim.

Subject to the limitations contained in Bankruptcy Code sections 502(b)(3) and 507(a)(8), if the holder of an Allowed Secured Tax Claim has a Deficiency Claim, such Claim shall be treated as a Priority Unsecured Tax Claim.

4.4     Treatment of Allowed Lender Secured Claims (Class - 3.1).

Class 3.1 Lender Secured Claims are allowed in the aggregate amount of the Lender Recoveries, and the Class 3.1 Allowed Lender Secured Claims shall be completely satisfied and treated in accordance with the Plan Trust Agreement as follows:

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(a)Allocation of Class 3.1 Beneficial Interest.

JPMorgan, as agent for the Lenders, shall be allocated the Class 3.1 Beneficial Interest in accordance with the Plan Trust Agreement.

(b)Treatment of Allowed Lender Secured Claims.

In accordance with the Plan Trust Agreement, and on account of the Class 3.1 Beneficial Interest, holders of Allowed Secured Claims in Class 3.1 shall receive the Lender Distributions.

(c)Retention of Lien.

The Administrative Agent on behalf of each holder of an Allowed Lender Secured Claim shall retain all Liens securing such Claims against Plan Trust Assets until such Lender Secured Claims are satisfied in accordance with the Plan and Plan Trust Agreement.

(d)Treatment of Lender Deficiency Claims.

Holders of Lender Claims shall not receive any Distribution on account of any Lender Deficiency Claim, including any amount by which the Lender Claims exceed the amount of the Lender Recoveries.

4.5     Treatment of Allowed Secured Letter of Credit Claims (Class - 3.2).

(a)Determination of Allowed Secured Letter of Credit Claims.

If there is more than one Allowed Secured Letter of Credit Claim, then each Allowed Secured Letter of Credit Claim shall be classified in a separate subclass.  The Plan Trustee may (i) seek a determination under the Bankruptcy Code and the Bankruptcy Rules regarding the allowability of any Secured Letter of Credit Claim and (ii) initiate litigation to determine the amount, extent, validity, and priority of any Liens securing any such Claim.

(b)Treatment of Allowed Secured Letter of Credit Claims.

Allowed Secured Letter of Credit Claims shall be satisfied in full at the election of the Plan Trustee, which shall be made on or before the Effective Date, as follows:

(i)Transfer of Collateral.

The Plan Trustee may elect to satisfy any Allowed Secured Letter of Credit Claim by conveying and transferring any Plan Trust Assets serving as collateral for the Allowed Secured Letter of Credit Claim to the holder thereof to the extent of the Allowed amount of such Secured Letter of Credit Claim.  Any collateral remaining after satisfaction of such Allowed Secured Letter of Credit Claim shall remain a Plan Trust Asset, free and clear of any Liens.

(ii)Other Agreements.

The Plan Trustee may elect to satisfy any Allowed Secured Letter of Credit Claim pursuant to any agreement reached with the holder of such Claim.

(c)Retention of Lien.

Each holder of an Allowed Secured Letter of Credit Claim shall remain in possession of any Plan Trust Assets constituting its collateral securing such Claim and shall retain Liens securing such Claim against Plan Trust Assets until such Claim is satisfied in accordance with the Plan (which may include the

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transfer of collateral provided for in section 4.5(b)(i) of the Plan), or until an earlier date agreed to by the holder of the Allowed Secured Letter of Credit Claim and the Plan Trustee.

(d)Deficiency Claim.

If the holder of an Allowed Secured Letter of Credit Claim has a Deficiency Claim, such Claim shall be treated as a Class 4 General Unsecured Claim.

4.6     Treatment of Allowed Other Secured Claims (Class — 3.3).

(a)Determination of Allowed Other Secured Claims.

If there is more than one Allowed Other Secured Claim, then each Allowed Other Secured Claim shall be classified in a separate subclass.  The Plan Trustee may (i) seek a determination under the Bankruptcy Code and the Bankruptcy Rules regarding the allowability of any Other Secured Claim and (ii) initiate litigation to determine the amount, extent, validity, and priority of any Liens securing any such Claim.

(b)Treatment of Allowed Other Secured Claims.

Allowed Other Secured Claims shall be satisfied in full at the election of the Plan Trustee as follows:

(i)Transfer of Collateral.

The Plan Trustee may elect to satisfy any Allowed Other Secured Claim by conveying and transferring any Plan Trust Assets serving as collateral for such Claim to the holder thereof to the extent of the Allowed amount of such Other Secured Claim.  Any collateral remaining after satisfaction of such Allowed Other Secured Claim shall remain a Plan Trust Asset, free and clear of any Liens.

(ii)Cash Payment.

The Plan Trustee may elect to satisfy any Allowed Other Secured Claim by the payment of Cash from the Priority Claim Fund to the holder of such Claim in the amount of its Allowed Other Secured Claim.

(iii)Other Agreements.

The Plan Trustee may elect to satisfy any Allowed Other Secured Claim pursuant to an agreement reached with the holder of such Claim.

(c)Retention of Lien.

Each holder of an Allowed Other Secured Claim shall retain any Liens securing such Claim against Plan Trust Assets until such Claim is satisfied in accordance with the Plan (which may include the transfer of collateral provided for in section 4.6(b)(i) of the Plan), or until an earlier date agreed to by the holder of the Allowed Other Secured Claim and the Plan Trustee.

(d)Deficiency Claim.

If the holder of an Allowed Other Secured Claim has a Deficiency Claim, such Claim shall be treated under the Plan as a General Unsecured Claim.

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4.7     Treatment of Allowed General Unsecured Claims (Class - 4).

Class 4 Allowed General Unsecured Claims shall be completely satisfied and treated in accordance with the Unsecured Creditor Trust Agreement as follows:

1)Class 4 Beneficial Interests in the Unsecured Creditor Trust shall be allocated to holders of Class 4 General Unsecured Claims in accordance with the Unsecured Creditor Trust Agreement.

2)In accordance with the Unsecured Creditor Trust Agreement and on account of their Class 4 Beneficial Interest in the Unsecured Creditor Trust, holders of Allowed Claims in Class 4 shall receive a Pro Rata Share of the Unsecured Creditor Distribution.

4.8     Treatment of Allowed Subordinated Claims (Class - 5).

The holders of Allowed Subordinated Claims shall not receive any Distributions, nor retain any Estate Property or interest in Estate Property, on account of such Claims.

4.9     Treatment of Allowed Equity Interests (Class - 6).

On the Effective Date, the Equity Interests in ATA shall be canceled and extinguished, and the holders thereof shall not be entitled to receive any Distributions on account of such Equity Interests.

ARTICLE 5
EXECUTORY CONTRACTS

5.1Assumption and Assignment of Executory Contracts.

On the Effective Date, all Executory Contracts set forth on the Schedule of Assumed Executory Contracts shall be deemed assumed and assigned to New ATA.

5.2Deemed Rejection.

All Executory Contracts not set forth on the Schedule of Assumed Executory Contracts are deemed rejected as of the Effective Date.

5.3Stipulated Termination and Rejection of CBAs.

As of the Confirmation Date, all CBAs with any of the Unions shall be deemed terminated, extinguished and rejected under sections 365(a) and 1113(a) of the Bankruptcy Code and of no further force and effect.  The Confirmation Order shall constitute approval of the stipulated termination, extinguishment and rejection of the CBAs and a finding that such rejection is in accordance with section 1113 of the Bankruptcy Code.  No rejection damage Claim shall arise from the stipulated termination, extinguishment and rejection of any CBA.

5.4Approval of Assumption or Rejection.

Entry of the Confirmation Order shall constitute:  (i) the approval, pursuant to section 365(a) of the Bankruptcy Code, of the assumption and/or assumption and assignment of the Executory Contracts assumed pursuant to the Plan or otherwise during the Bankruptcy Case; and (ii) the approval, pursuant to section 365(a) of the Bankruptcy Code, of the rejection of the Executory Contracts rejected pursuant to the Plan or otherwise during the Bankruptcy Case.

5.5Procedures Related to Assumption and Assignment of Executory Contracts.

To the extent a counterparty to an Executory Contracts disputes the Cure Amount identified in the Schedule of Assumed Executory Contracts with respect to the Executory Contract, such counterparty must file a Proof of Cure

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Claim in the Bankruptcy Case on or before the Cure Claim Bar Date and shall serve such Proof of Cure Claim on the Debtor, JPMorgan, the Committee and the Buyer.  If a counterparty to an Executory Contract does not file a Proof of Cure Claim by the Cure Claim Bar Date, the proposed Cure Amount specified on the Schedule of Assumed Executory Contracts with respect to such party’s Executory Contract shall be the Cure Amount for that Executory Contract.

(a)Objection to Disputed Cure Amounts.

The Debtor and the Buyer shall have the right to examine any Proof of Cure Claim filed by any party, and shall have the right to object to and contest the Disputed Cure Amount asserted therein.  Any objection to a Disputed Cure Amount must be filed with the Bankruptcy Court on or before the Cure Claim Objection Deadline and served on the party asserting such Disputed Cure Amount.

(b)Payment of Cure Amounts.

Within ten (10) Business Days after the Effective Date, the Buyer shall: (1) pay, in cash, all Cure Amounts related to Executory Contracts listed on the Schedule of Assumed Executory Contracts, other than Disputed Cure Amounts, and, (2) for each Executory Contract listed on the Schedule of Assumed Executory Contracts subject to a Disputed Cure Amount, deposit in escrow funds in an amount equal to such Disputed Cure Amount pending final determination of the Cure Amount applicable to such Executory Contract.

(c)Non-Admission.

Neither the exclusion nor inclusion of any Executory Contract by the Debtor on the Schedule of Assumed Executory Contracts, nor anything contained in the Plan, shall constitute an admission by the Debtor that any such contract or unexpired lease is in fact an executory contract or that the Debtor has any liability thereunder.

(d)Waiver, etc.

Nothing in the Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims, causes of action, or other rights of the Debtor under any executory or non-executory contract or any unexpired or expired lease, nor shall any provision of the Plan, increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtor under any executory or non-executory contract or any unexpired or expired lease.

5.6Rejection Damage Claim Bar Date.

Except as otherwise provided in this section, each Claim resulting from the rejection of an Executory Contract pursuant to the Plan shall be filed with the Bankruptcy Court no later than the Rejection Damage Claim Bar Date.  Any Claim resulting from the rejection of an Executory Contract not filed by the applicable deadline shall be deemed waived and forever barred and shall not be entitled to any Distributions under the Plan.  The Unsecured Creditor Trustee shall have the right, but not the obligation, to object to any Claim resulting from the rejection of an Executory Contract.

5.7Indemnification Obligations.

Any obligation of the Debtor to indemnify, reimburse, or limit the liability of any Person, including, but not limited to any officer or director of Debtor, or any agent, professional, financial advisor, or underwriter of any securities issued by Debtor, relating to any acts or omissions occurring before the Petition Date, whether arising pursuant to charter, by-laws, contract or applicable state law, shall be deemed to be, and shall be treated as, an Executory Contract and (i) shall be deemed to be rejected, canceled, and discharged pursuant to the Plan as of the Effective Date and (ii) any and all Claims resulting from such obligations are disallowed under section 502(e) of the Bankruptcy Code.  Notwithstanding any of the foregoing, nothing contained in the Plan impacts, impairs or prejudices the rights of any Person covered by any applicable D&O Policy with respect to such policy or policies.

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ARTICLE 6
MEANS FOR IMPLEMENTATION OF THE PLAN

6.1     The Reorganized Debtor.

(a)Issuance of the New Equity Interest.

On the Effective Date, the New Equity Interest shall be issued to the Plan Trustee, free and clear of all Liens, Claims, interests and encumbrances.

(b) Existence of Reorganized Debtor.

Except as otherwise provided in the Plan, the Reorganized Debtor will exist after the Effective Date as a reorganized, separate corporate entity or other business entity form, with all of the powers of a corporation or other business form under applicable law in the jurisdiction in which the Debtor is incorporated or otherwise formed and pursuant to its certificate of incorporation and bylaws or other organizational documents in effect before the Effective Date, as such documents are amended by or pursuant to the Plan.  Notwithstanding, the Debtor or Reorganized Debtor may change its status of incorporation or alter its corporate structure or business form (either through a merger, consolidation, restructuring, conversion, disposition, liquidation, dissolution, or otherwise) on or after the Effective Date as determined by the Plan Trustee as the holder of the New Equity Interest.

(c)Certificate of Incorporation and By-Laws.

As of the Effective Date and without any further action by the stockholders or directors of Debtor or Reorganized Debtor, and to the extent necessary to comply with Bankruptcy Code section 1123(a)(6), Debtor’s articles of incorporation and by-laws shall be amended and restated, in form and substance and consistent with the Plan, to provide for, among other things, the authorization of all acts necessary to implement this Plan including, without limitation, the issuance of the New Equity Interest.  The officers of the Reorganized Debtor are authorized to file such articles of incorporation and by-laws with the appropriate authorities without shareholder approval or any other action.  After the Effective Date, the Reorganized Debtor may amend and restate its articles of incorporation and by-laws as permitted by applicable law.

(d)Debtor’s Board of Directors.

The members of the Board of Directors of the Debtor existing immediately prior to the Effective Date shall be deemed terminated without cause as of the Effective Date.  Any claim or cause of action arising from the dismissal of any members of the Board of Directors shall be deemed waived in consideration for the release and exculpation provided in the Plan.  The Plan Trustee shall nominate and elect new members for the Board of Directors in accordance with the Reorganized Debtor’s by-laws.

6.2     New ATA.

(a)Formation of New ATA.

On the Effective Date, and if the Purchase Agreement is consummated, the Debtor will form New ATA as a limited liability company organized, validly existing, and in good standing under the laws of the State of Delaware qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations, or business prospects of New ATA.

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(b)Operation of New ATA.

New ATA shall have all assets and authorizations comprising the Retained Assets in order to carry out the sale of the New Membership Interest and other transactions contemplated by the Purchase Agreement and the Plan.  On the Effective Date, New ATA shall be permitted to operate its business and may use, operate, acquire, and dispose of its property and assets free of any restrictions under the Plan.

(c)Transfer of the Retained Assets.

On the Effective Date and if the Purchase Agreement is consummated, all property and authorizations comprising the Retained Assets shall be transferred and conveyed to New ATA, free and clear of all Liens, Claims, interests, and encumbrances.

(d) No Continuing Obligations of New ATA.

Notwithstanding anything to the contrary in the Plan, New ATA shall have no continuing obligations or duties after the Effective Date to the Plan Trustee or the Unsecured Creditor Trustee and with respect to any actions to be taken or consummated under the Plan, unless otherwise required under the Purchase Agreement.

6.3     Purchase of New Membership Interest by Buyer.

If the Purchase Agreement is closed on the Effective Date, the Reorganized Debtor shall, on the Effective Date, issue to Buyer the New Membership Interest free and clear of all Liens, Claims and other interests in exchange for the purchase price specified in the Purchase Agreement.

6.4     Selection of Plan Trustee.

On or before the Voting Deadline, the Debtor and JPMorgan shall nominate a candidate to serve as Plan Trustee under the Plan Trust and shall file with the Bankruptcy Court a disclosure identifying and setting forth the terms of the fee arrangement with such candidate.  At the Confirmation Hearing, the Court shall approve such candidate for Plan Trustee and the fee arrangement and such candidate shall thereafter serve as Plan Trustee upon execution of the Plan Trust Agreement at Closing.

6.5     Selection of Unsecured Creditor Trustee.

On or before the Voting Deadline, the Committee, the Unions, and Batman shall jointly nominate a candidate to serve as Unsecured Creditor Trustee and shall file with the Bankruptcy Court a disclosure identifying and setting forth the terms of the fee arrangement with such candidate.  In the event the nomination is not made by the Committee, the Unions and Batman by the Voting Deadline, then the Debtor may make such nomination independently.  At the Confirmation Hearing, the Court shall approve such candidate for Unsecured Creditor Trustee and the fee arrangement and such candidate shall thereafter serve as Unsecured Creditor Trustee on the Effective Date.

6.6     The Closing.

The Closing of the transactions required and contemplated under the Plan shall take place on the Closing Date at the offices of Haynes and Boone, LLP, 1221 Avenue of the Americas 26th Floor, New York, NY 10020, or at such other place identified in a notice provided to those parties listed in section 14.2 of the Plan.  The Debtor may reschedule the Closing by making an announcement at the originally scheduled Closing of the new date for the Closing.  A notice of the rescheduled Closing shall be filed with the Bankruptcy Court and served on the parties identified in section 14.2 of the Plan within two (2) days after the originally scheduled Closing.

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6.7     Transactions at Closing.

The following shall occur at or before the Closing, and shall be effective as of the Closing Date:

(a)Execution and Closing of the Purchase Agreement.

The Debtor and all other parties to the Purchase Agreement shall consummate all transactions required to occur at the closing under the Purchase Agreement.  To the extent the Confirmation Order authorizes the execution and consummation of the Purchase Agreement:

(i)The Debtor and the Buyer shall execute the Purchase Agreement;

(ii)At the Closing, upon payment of the purchase price under the Purchase Agreement, Debtor shall deliver to the Buyer a certificate evidencing the New Membership Interest to be issued by New ATA to the Buyer, registered in the Buyer’s or its nominee’s name; and

(iii)The purchase price under the Purchase Agreement shall be paid by (a) application of the deposit (as defined in the Purchase Agreement), together with all interest earned thereon in accordance with the Purchase Agreement, and (b) a wire transfer of immediately available funds in the amount of the purchase price less the amounts applied in (a) above.

(b)Execution and Ratification of Trust Agreements.

The Plan Trust Agreement and the Unsecured Creditor Trust Agreement shall be executed by all necessary parties thereto.  Each holder of a Claim shall be deemed to have ratified and become bound by the terms of the respective Plan Trust Agreement and the Unsecured Creditor Trust Agreement applicable to its Claim.

(c)Transfer of Plan Trust Assets.

All property of the Debtor constituting the Plan Trust Assets shall be conveyed and transferred by the Debtor to the Plan Trust, free and clear of all interests, Claims, Liens and encumbrances except as provided in sections 4.3(c), 4.4(c), 4.5(c), and 4.6(c) of the Plan.

(d)Transfer of Unsecured Creditor Trust Assets.

All property of the Debtor consisting of the Unsecured Creditor Trust Assets shall be conveyed and transferred by the Debtor to the Unsecured Creditor Trust, free and clear of all interests, Claims, Liens and encumbrances.

(e)Establishment of Accounts.

At the Closing, the Plan Trustee shall establish the Plan Trust Account.  At the Closing, the Unsecured Creditor Trustee shall establish the Labor Settlement Account and the Unsecured Creditor Account.

(f)Establishment of Reserves.

At the Closing, the Plan Trustee shall establish, out of Plan Trust Assets, the Priority Claims Fund, the Plan Operating Reserve, and the Professional Compensation Claim Fund.  At Closing, the Unsecured Creditor Trustee shall establish the Labor Settlement Fund by depositing the Labor Settlement Fund into the Labor Settlement Account and shall establish the Unsecured Settlement Fund by depositing the Unsecured Settlement Fund into the Unsecured Creditor Account

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(g)Execution of Documents and Corporate Action.

The Debtor shall deliver all documents and perform all actions reasonably contemplated with respect to implementation of the Plan.  The Plan Trustee, or each, as applicable, chief operating officer, chief restructuring officer, senior vice president, vice president, or their respective designees of the Debtor are authorized (i) to execute on behalf of the Debtor, in a representative capacity and not individually, any documents or instruments after the Confirmation Date or at the Closing that may be necessary to consummate the Plan and (ii) to undertake any other action on behalf of the Debtor to consummate the Plan.  Each of the matters provided for under the Plan involving the corporate structure of the Debtor or corporate action to be taken by or required of any Debtor will, as of the Effective Date, be deemed to have occurred and be effective as provided herein, and shall be authorized, approved, and (to the extent taken before the Effective Date) ratified in all respects without any requirement of further action by stockholders, creditors, or directors of the Debtor.

(h)Amendment of the Debtor’s Governance Documents.

The Debtor’s articles of incorporation and bylaws (or analogous governance documents) shall, to the extent required under section 1123(a)(6) of the Bankruptcy Code, be amended consistent with the Plan and all necessary action shall be taken to:

(i)prohibit the issuance of nonvoting equity securities, and providing, as to the several classes of securities possessing voting power, an appropriate distribution of such power among such classes, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends; and

(ii)provide for such provisions, terms, and conditions necessary to comply, conform with, and implement the terms, conditions, and requirements of the Plan.

(i)Surrender of Instruments.

Each Claimholder holding a certificate or instrument evidencing a Claim against the Debtor or Estate Property and whose Claim is treated under the Plan shall surrender such certificate or instruments to the Plan Trustee or the Unsecured Creditor Trustee (as applicable) on the Effective Date as a prerequisite to receiving any Distribution under the Plan, unless the non-availability of such certificate or instrument is established to the satisfaction of the applicable party.

6.8     Section 1145 Determination.

Confirmation of the Plan shall constitute a determination, in accordance with section 1145 of the Bankruptcy Code, that except with respect to an entity that is an underwriter as defined in section 1145(b) of the Bankruptcy Code, section 5 of the Securities Act of 1933 and any State or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, broker or dealer in, a security, do not apply to the offer, sale, or issuance of any securities under the Plan of the New Equity Interest, the New Membership Interest, the Plan Trust Assets, the Unsecured Creditor Trust Assets, or the Beneficial Interests in exchange for Claims against the Debtor.

6.9     Tax Treatment of the Plan Trust and the Unsecured Creditor Trust.

The Unsecured Creditor Trust established pursuant to the Plan is established for the purpose of satisfying Claims by liquidating the Unsecured Creditor Trust Assets transferred to the trust and the trust shall have no objective of continuing or engaging in any trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the trust.  The purpose of the Unsecured Creditor Trust is to provide a mechanism for the liquidation of the Unsecured Creditor Trust Assets, and to distribute the proceeds of the liquidation, net of all claims, expenses, charges, liabilities, and obligations of the Unsecured Creditor Trust, to the

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Beneficiaries in accordance with the terms of the Plan.  No business activities will be conducted by the Unsecured Creditor Trust other than those associated with or related to the liquidation of the Unsecured Creditor Trust Assets.  It is intended that the Unsecured Creditor Trust be classified for federal income tax purposes as a “liquidating trust” within the meaning of section 301.7701-4(d) of the Treasury Regulations.  All parties and Beneficiaries shall treat the transfers in trust described herein as transfers to the Beneficiaries for all purposes of the Internal Revenue Code of 1986, as amended (including, sections 61(a)(12), 483, 1001, 1012, and 1274).  All the parties and Beneficiaries shall treat the transfers in trust as if all the transferred assets, including all the Unsecured Creditor Trust Assets, had been first transferred to the Beneficiaries and then transferred by the Beneficiaries to the Unsecured Creditor Trust.  The Beneficiaries shall be treated for all purposes of the Internal Revenue Code of 1986, as amended, as the grantors of the Unsecured Creditor Trust and the owners of the Unsecured Creditor Trust.  The Unsecured Creditor Trustee shall file returns for the Unsecured Creditor Trust as a grantor trust pursuant to Treasury Regulations section 1.671-4(a) or (b).  All parties, including the Beneficiaries and the Unsecured Creditor Trustee shall value the Unsecured Creditor Trust Assets consistently and such valuations shall be used for all federal income tax purposes.

The Plan Trust established pursuant to the Plan is established for the purpose of satisfying Claims by liquidating the Plan Trust Assets transferred to the trust and the trust shall have no objective of continuing or engaging in any trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the trust.  The purpose of the Plan Trust is to provide a mechanism for the liquidation of the Plan Trust Assets, and to distribute the proceeds of the liquidation, net of all claims, expenses, charges, liabilities, and obligations of the Plan Trust, to the Beneficiaries in accordance with the terms of the Plan.  No business activities will be conducted by the Plan Trust other than those associated with or related to the liquidation of the Plan Trust Assets.  It is intended that the Plan Trust be classified for federal income tax purposes as a “liquidating trust” within the meaning of section 301.7701-4(d) of the Treasury Regulations.  All parties and Beneficiaries shall treat the transfers in trust described herein as transfers to the Beneficiaries for all purposes of the Internal Revenue Code of 1986, as amended (including, sections 61(a)(12), 483, 1001, 1012, and 1274).  All the parties and Beneficiaries shall treat the transfers in trust as if all the transferred assets, including all the Plan Trust Assets, had been first transferred to the Beneficiaries and then transferred by the Beneficiaries to the Plan Trust.  The Beneficiaries shall be treated for all purposes of the Internal Revenue Code of 1986, as amended, as the grantors of the Plan Trust and the owners of the Plan Trust.  The Plan Trustee shall file returns for the Plan Trust as a grantor trust pursuant to Treasury Regulations section 1.671-4(a) or (b).  All parties, including the Beneficiaries and the Plan Trustee shall value the Plan Trust Assets consistently and such valuations shall be used for all federal income tax purposes.

6.10     Settlement and Compromise.

Pursuant to section 1123(b)(3) of the Bankruptcy Code, the Plan incorporates a compromise and settlement, and (to the extent necessary) constitutes a motion under Bankruptcy Rule 9019 to approve the Global Settlement.

6.11     Termination of the Committee.

The appointment and operation of the Committee shall terminate on the Closing Date.  The dissolution or termination of the Committee shall not prejudice the rights of any agents of the Committee (including their Professionals and Committee members) to pursue their separate claims for compensation and reimbursement of expenses, including Professional Compensation Claims under Bankruptcy Code sections 330, 331, and/or 503(b)(3)(F).  On the Effective Date, the Oversight Committee shall be established to review the activities and performance of and advise the Unsecured Creditor Trustee as set forth in the Unsecured Creditor Trust Agreement.

ARTICLE 7
VESTING OF PROPERTY

7.1     Vesting of Property.

On the Effective Date and, in accordance with the Plan, the Debtor shall irrevocably transfer the Plan Trust Assets to the Plan Trust and the Unsecured Creditor Trust Assets to the Unsecured Creditor Trust for the benefit of holders of Beneficial Interests, and if the Purchase Agreement is not consummated in accordance with the Plan, then the Retained Assets shall vest in the Reorganized Debtor free and clear of all Liens, Claims, interests and encumbrances.

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ARTICLE 8
DISCHARGE; RELEASE AND EXTINGUISHMENTOF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES; EXCULPATION

8.1     Discharge of Debtor.

Except as provided in the Plan or the Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Equity Interests under the Plan are in exchange for and in complete satisfaction, discharge, and release of, all Claims against the Debtor or Estate Property (including the Retained Assets, the Plan Trust Assets and the Unsecured Creditor Trust Assets) and termination of all Equity Interests. Except as provided in the Plan or the Confirmation Order, on the Effective Date: (a) the Debtor, Reorganized Debtor and New ATA shall be discharged from all Claims or other debts that arose before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not: (i) a proof of claim based on such debt is filed or deemed filed under section 501 of the Bankruptcy Code; (ii) a Claim based on such debt is Allowed under section 502 of the Bankruptcy Code; or (iii) the holder of a Claim based on such debt has accepted the Plan; and (b)  all Equity Interests and other rights of Equity Interests in the Debtor shall be terminated, except for the New Equity Interest as expressly provided in the Plan.  Except as otherwise provided in the Plan, the Confirmation Order shall be a judicial determination of discharge of all liabilities of the Debtor arising before the Effective Date.  Pursuant to Bankruptcy Code section 524, the discharge granted under this section shall avoid any judgment against the Debtor at any time obtained (to the extent it relates to a discharged Claim), and operates as an injunction against the prosecution of any action against the Debtor, Estate Property, the Reorganized Debtor, New ATA, the Retained Assets, the Plan Trust Assets and the Unsecured Creditor Trust Assets (to the extent such action related to a discharged claim).

8.2     Releases.

(a)Employee Claim Release.

Except as otherwise provided for in the Plan, on the Effective Date, ATA, the Affiliates, each of the Lenders, the Administrative Agent, and their respective affiliates, shareholders, officers, directors, members, managers, partners (limited or general), principals, employees, insurers, attorneys, advisors, representatives, and professionals shall be released from all Employee Claims and any other Claims that have been or could have been asserted by the Unions and Batman in the WARN Adversaries.  The foregoing release shall not be deemed to release any claims of the Unions or Batman with respect to employee medical Claims under applicable plans, payment for which has been previously authorized by the Bankruptcy Court, and any issues concerning the flexible spending account against parties other than each of the Lenders, the Administrative Agent, ATA, the Affiliates, and their respective affiliates, shareholders, officers, directors, members, managers, partners (limited or general), principals, employees, insurers, attorneys, advisors, representatives, and professionals.

(b)Lender Release.

Except as otherwise provided for in the Plan, on the Effective Date, the Debtor, the Administrative Agent, and the Lenders shall release each other, and their respective officers, directors, employees, insurers, attorneys, advisors, and professionals (such parties in the case of the Debtor, the “Debtor Related Parties”) (and, in the case of each of the Lenders and the as Administrative Agent, their respective shareholders, members, managers, partners (limited or general), principals, and affiliates) from any and all actions, causes of action, liabilities, obligations, rights, suits, accounts, covenants, contracts, agreements, promises, damages, judgments, claims, debts, remedies and demands, whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, now existing or hereafter arising, in law, at equity or otherwise, based in whole or in part on any act, transaction, omission or other event occurring before the commencement of the Bankruptcy Case or during the course of the Bankruptcy Case (including through the Effective Date), in any way relating to the Debtor, the Bankruptcy Case, or the Term Loan Agreement and related loan documents, including any such claims or causes of action that any holder of a Claim or Equity Interest would have been legally entitled to assert on behalf of the Debtor or its

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bankruptcy estate; provided, however, the foregoing releases shall not operate as a waiver or release of (a) the Allowed Lender Secured Claims and Lender Recoveries; (b) any claims, rights, or causes of action of the Lenders and/or the Administrative Agent, against any of the Affiliates or any other Released Party (as defined below, but excluding the Debtor and the Debtor Related Parties constituting a Released Party, subject to preservation of the Allowed Lender Secured Claims and Lender Recoveries as provided above in subclause (a)) under the Term Loan Agreement and related loan documents or otherwise; or (c) any claims, rights, or causes of action of any Affiliate against the Administrative Agent, the Lenders, and each of their respective officers, directors, employees, insurers, attorneys, advisors, professionals, shareholders, members, managers, partners (limited or general) principals, and affiliates under the Term Loan Agreement and related loan documents or otherwise.

(c)Affiliate Release.

Except as otherwise provided for in the Plan, on the Effective Date, the Debtor and the Affiliates shall release each other, and their respective officers, directors, employees, insurers, attorneys, advisors, and professionals, including in each such person’s capacity as an officer, director, employee, insurer, attorney, advisor, or professional of or to ATA (and, in the case of each of the Affiliates their respective shareholders, members, managers, partners (limited or general), principals, and affiliates), and any entity claimed to be liable derivatively through any of the foregoing parties (each such party, a “Released Party”) from any and all actions, causes of action, liabilities, obligations, rights, suits, accounts, covenants, contracts, agreements, promises, damages, judgments, claims, debts, remedies and demands, whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, now existing or hereafter arising, in law, at equity or otherwise, based in whole or in part on any act, transaction, omission or other event occurring before the commencement of the Bankruptcy Case or during the course of the Bankruptcy Case (including through the Effective Date), in any way relating to the Debtor, the Bankruptcy Case, or the ownership, management, and operation of the Debtor, including any such claims or causes of action that any holder of a Claim or Equity Interest would have been legally entitled to assert on behalf of the Debtor or its bankruptcy estate; provided, however, the foregoing release shall not operate as a waiver or release of (a) the Allowed Other Secured Claim granted to GAL under section 11.4 of the Plan; (b) the Affiliate Avoidance Actions to be controlled by the Lenders; (c) any claims, rights or causes of action of the Lenders and/or the Administrative Agent, against any of the Affiliates or any other Released Party (excluding the Debtor and the Debtor Related Parties constituting a Released Party, subject to preservation of the Lender Claims and Lender Recoveries as provided in section 8.2(b)) under the Term Loan Agreement and related loan documents or otherwise; or (d) any claims, rights, or causes of action of any Affiliate against the Administrative Agent, and the Lenders, and each of their respective officers, directors, employees, insurers, attorneys, advisors, professionals, shareholders, members, managers, partners (limited or general), principals, and affiliates under the Term Loan Agreement and related loan documents or otherwise

(d)Officer and Director Release.

Except as otherwise provided for in the Plan, on the Effective Date, each of (i) the Debtor; (ii) the Administrative Agent and the Lenders; (iii) the Affiliates; and (iv) the Committee, as applicable, shall be deemed to have released the Debtor’s officers and directors (solely in their respective capacities as officers and directors of the Debtor) and their professionals, from any and all claims, causes of actions, and other liabilities accruing on or before the Effective Date, and arising from or relating to any actions taken or not taken in connection with the decision to file bankruptcy on behalf of the Debtor, the shutdown of the Debtor’s operations, the winddown and operation of the Debtor during chapter 11, the administration of the Bankruptcy Case, the negotiation and implementation of the Global Settlement and the Plan, confirmation of the Plan, consummation of the Plan (including all distributions thereunder), the administration of the Plan, and the property to be distributed under the Plan.

(e)Creditor Release.

Except as otherwise provided for in the Plan, effective on the Effective Date, each holder of a Claim who is not (a) a Lender, (b) GAL, or (c) any of GAL’s subsidiaries and who votes in favor of the Plan or accepts a distribution under the Plan shall be conclusively presumed to have released GAL and its

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subsidiaries (other than the Debtor), the Administrative Agent, and the Lenders, and their respective officers, directors, employees, insurers, attorneys, advisors, and professionals from any and all actions, causes of action, liabilities, obligations, rights, suits, accounts, covenants, contracts, agreements, promises, damages, judgments, claims, debts, remedies and demands, whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, now existing or hereafter arising, in law, at equity or otherwise, based in whole or in part on any act, transaction, omission or other event occurring before the commencement of the Bankruptcy Case or during the course of the Bankruptcy Case (including through the Effective Date), in any way relating to the Debtor, the Bankruptcy Case, or the ownership, management, and operation of the Debtor; provided, however, such release shall not operate as a waiver or release of any such claims or causes of action related to or arising under any guaranty made by GAL or any of its subsidiaries.

(f)Execution of Releases.

At the closing the parties to the releases specified in section 8.2(a)-(d) of the Plan shall execute written release agreements in accordance with the terms and requirements of section 8.2(a)-(d).

8.3     Exculpation.

On the Effective Date, each of (i) the Debtor and its officers and directors (solely in their respective capacities as officers and directors of the Debtor); (ii) the Debtor’s attorneys, advisors and other professionals; (iii) the Administrative Agent, the Lenders and their respective affiliates, shareholders, officers, directors, members, managers, partners (limited or general), principals, employees, insurers, attorneys, advisors, representatives and professionals; (iv) the Affiliates and any of their respective affiliates, shareholders, officers, directors, members, managers, partners (limited or general), principals, employees, insurers, attorneys, advisors, representatives, and professionals; (v) the Unions and their attorneys; (vi) the Committee and its members, attorneys, advisors and other professionals; (vii) the Batman Plaintiffs and their attorneys, advisors and other professionals; and (viii) Wilmington Trust Company solely in its capacity as loan trustee, indenture trustee and subordination agent for the ATA 1996-1 Series EETC and its attorneys, advisors and other professionals shall have no liability to any holder of a Claim or Equity Interest or to any other person for any action taken or not taken in connection with the decision to file a bankruptcy petition on behalf of the Debtor, the shutdown of the Debtor’s operations, the winddown and operation of the Debtor during chapter 11, the administration of the Bankruptcy Case, the negotiation and implementation of the Global Settlement and the Plan, confirmation of the Plan, consummation of the Plan (including all Distributions hereunder), the administration of the Plan, and the property to be distributed under the Plan (except as to rights, obligations, duties, and Claims established under the Plan).  In all such instances, such parties shall be and have been entitled to reasonably rely on the advice of counsel with respect to their duties and responsibilities in connection with the Bankruptcy Case and under the Plan.  Any and all Claims, causes of actions, rights, or any liabilities described above held by any person or party in interest against the foregoing parties listed in subsections (i)-(viii) above are fully waived, barred, released, and discharged in all respects (except as to rights, obligations, duties, and claims established under the Plan).  Nothing contained in this section shall operate as a release, waiver, or discharge of any Claim, cause of action, right, or other liability against members of the Committee in any capacity other than as a member of the Committee.

ARTICLE 9
INJUNCTION AGAINST ENFORCEMENT OF PRECONFIRMATION CLAIMS

AND EQUITY INTERESTS

9.1     Injunction Enjoining Holders of Claims Against and Equity Interests in Debtor.

Except as otherwise expressly provided in the Plan, after the Effective Date, all Persons who have been, are, or may be holders of Claims against or Equity Interests in the Debtor arising on or before the Effective Date shall be enjoined from taking any of the following actions against or affecting the Debtor, the Reorganized Debtor, New ATA, the Estate, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets and the Retained Assets regarding such Claims or Equity Interests (other than actions brought to enforce any rights or obligations under the Plan) to the fullest extent provided under Bankruptcy Code section 524:

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(i)commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind against the Debtor, its Estate, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets, the Retained Assets, the Plan Trust, the Unsecured Creditor Trust, the Reorganized Debtor and New ATA (including, all suits, actions, and proceedings that are pending on the Effective Date, which shall be deemed withdrawn and dismissed with prejudice);

(ii)enforcing, levying, attaching, collecting, or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree, or order against the Debtor, the Reorganized Debtor, New ATA, the Plan Trust, the Unsecured Creditor Trust, the Reorganized Debtor, and their respective property, including, without limitation, the Plan Trust Assets, the Unsecured Creditor Trust Assets, the Retained Assets and the Estate Property;

(iii)creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Lien against the Debtor, the Plan Trust, the Unsecured Creditor Trust, the Reorganized Debtor, New ATA, the Plan Trust Assets, the Unsecured Creditor Trust Assets, the Retained Assets and the Estate Property;

(iv)creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Lien against the Debtor, the Plan Trust, the Unsecured Creditor Trust, the Reorganized Debtor, New ATA, the Plan Trust Assets, the Unsecured Creditor Trust Assets, the Retained Assets and the Estate Property; and

(v)commencing or continuing any action, in any manner, in any place, that does not comply with or is inconsistent with the provisions of the Plan or the Bankruptcy Code.

9.2     Derivative Litigation Claims.

On and after the Effective Date, all Derivative Litigation Claims, except as otherwise released under the Plan, regardless of whether pending on the Petition Date, shall become a Plan Trust Asset.  All named plaintiffs (including certified and uncertified classes of plaintiffs) in any actions pending on the Effective Date relating to any Derivative Litigation Claims and their respective servants, agents, attorneys, and representatives shall, on and after the Effective Date, be permanently enjoined, stayed, and restrained from pursuing or prosecuting any Derivative Litigation Claim.  Nothing herein shall impair claims or causes of action that any Person may have directly (as opposed to derivatively) against any other Person.

ARTICLE 10
EVENTS OF DEFAULT

10.1     Events of Default.

An event of default shall occur if the Plan Trustee and/or the Unsecured Creditor Trustee or any other Person takes any action, fails to take any action, or fails to refrain from taking an action prevented, required, or otherwise set forth in the Plan, the Plan Trust Agreement and/or the Unsecured Creditor Trust Agreement.

10.2     Remedies for Defaults.

Subject to Bankruptcy Code section 1112, should an event of default occur by the Plan Trustee and/or the Unsecured Creditor Trustee, the Oversight Committee or any other Person, at least one other party-in-interest must provide written notice of the default to the defaulting party and serve copies of the notice to all parties identified in section 14.2 of the Plan.  If the default is not cured within ten (10) days after service of the notice of default, the notifying party may present an ex parte order to the Bankruptcy Court setting a date and time when the defaulting party must appear before the Bankruptcy Court and show cause why it should not be held in contempt of the Confirmation Order.  If the defaulting party is found to be in default of the Plan, the Bankruptcy Court shall:

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(i)assess the costs of the Plan Trustee and/or the Unsecured Creditor Trustee or other party-in-interest of proceeding on the order to show cause against the defaulting party, such costs to be the greater of the actual amounts incurred or $15,000; and

(ii)designate a person, including the Plan Trustee and/or the Unsecured Creditor Trustee, to appear, sign, and/or accept on behalf of the defaulting party the documents required under the Plan in accordance with Federal Rule of Civil Procedure 70, or enter such other order compelling compliance with the Plan that may be necessary and that does not materially alter the terms of the Plan as confirmed.

ARTICLE 11
RESOLUTION OF CLAIMS

11.1     Right to Object to Claims.

The Unsecured Creditor Trustee on behalf of the Unsecured Creditor Trust shall have the right but not the obligation to examine and object to Class 4 General Unsecured Claims.  The Unsecured Creditor Trustee shall be substituted for the Debtor as the objecting party with respect to objections to Class 4 General Unsecured Claims pending on the Confirmation Date, if any, and shall have the right to continue prosecuting existing objections to the allowance of Class 4 General Unsecured Claims.

The Plan Trustee shall have the right, but not the obligation, to object to any Claims other than Class 4 General Unsecured Claims.

Notwithstanding the foregoing, any Claim held by a Creditor who is the subject of an Avoidance Action filed by the Unsecured Creditor Trustee shall be deemed objected to automatically without compliance with the objection procedures and Claim Objection Deadline outlined in Article 11.  Pursuant to section 502(d) of the Bankruptcy Code, any Claim of a Creditor from which property is recoverable under sections 542, 543, 550 or 553 or that is the subject of a filed Avoidance Action shall be deemed disallowed unless and until such Creditor has paid the amount or turned over such property for which such Creditor is liable under section 522(i), 542, 543, 550 or 553 of the Bankruptcy Code

11.2     Deadline for Objecting to Claims.

Objections to Claims must be filed with the Bankruptcy Court, and a copy of the objection must be served on the subject Claimant(s) before the expiration of the Claim Objection Deadline (unless such period is further extended by subsequent orders of the Bankruptcy Court); otherwise such Claims shall be deemed allowed in accordance with Bankruptcy Code section 502.  The objection shall notify the Claimholder of the deadline for responding to such objection.

11.3     Deadline for Responding to Claim Objections.

Within thirty (30) days after service of an objection, the Claimholder whose Claim was objected to must file a written response to the objection with the Bankruptcy Court and serve a copy on the respective Plan Trustee or the Unsecured Creditor Trustee and the parties identified in section 14.2 of the Plan.  Failure to file a written response within the 30-day time period shall constitute a waiver and release of that portion of the subject Claim that was subject to the objection, and shall cause the Bankruptcy Court to enter a default judgment against the non-responding Claimholder or granting the relief requested in the claim objection.

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11.4     Right to Request Estimation of Claims.

Pursuant to section 502(c) of the Bankruptcy Code, the Debtor, the Plan Trustee and the Unsecured Creditor Trustee may request estimation or liquidation of any Disputed Claim that is contingent or unliquidated or any Disputed Claim arising from a right to an equitable remedy or breach of performance.

11.5     Release of Certain Claims.

As of the Effective Date, all Affiliate Claims asserted against the Debtor shall be deemed released and waived pursuant to the Global Settlement; provided however, GAL shall be deemed to hold an Allowed Other Secured Claim under Bankruptcy Code section 506(a) in an amount equal to the amount of any insurance premium refund received by GAL that gives rise to a valid setoff right against Debtor.  Such Allowed Other Secured Claim shall be satisfied by the retention of any Cash received by GAL giving rise to the valid setoff right.

As of the Effective Date, any Lender Deficiency Claim against the Debtor shall be deemed released and waived pursuant to the Global Settlement.

ARTICLE 12
RETENTION, ENFORCEMENT, COMPROMISE,

OR ADJUSTMENT OF CLAIMS BELONGING TO THE ESTATE

12.1     Right to Enforce, Compromise, or Adjust Estate Claims.

The Plan Trustee shall have and retain the sole and full power, authority, and standing to prosecute, compromise, or otherwise resolve any Rights of Action.  All proceeds derived from such Rights of Action shall constitute Plan Trust Assets.  The Unsecured Creditor Trustee shall have and retain the sole and full power, authority, and standing to prosecute, compromise, or otherwise resolve the Preference Actions.

12.2     Substitution of Plan Trustee as Plaintiff.

As of the Effective Date, the Plan Trustee shall be substituted as plaintiff for the Debtor in the FedEx Litigation and in any other pending litigation regarding Rights of Action brought by the Debtor.

12.3     Dismissal of Second Circuit Grievance Litigation.

As of the Effective Date, the Second Circuit Grievance Litigation, including Appeal, shall be dismissed with prejudice by the parties thereto and no later then ten (10) days after the Effective Date, such parties shall complete any and all actions necessary, including the filing of papers and pleadings with the appropriate tribunal, to consummate and effect the dismissal with prejudice.

12.4     Dismissal of WARN Adversaries.

As of the Effective Date, the WARN Adversaries shall be dismissed with prejudice by the parties thereto and no later then ten (10) days after the Effective Date, such parties shall complete any and all actions necessary, including the filing of papers and pleadings with the appropriate tribunal to consummate and effect the dismissal with prejudice.

ARTICLE 13
RETENTION OF JURISDICTION

13.1     Retention of Jurisdiction.

The Bankruptcy Court, even after the Bankruptcy Case has been closed, shall have jurisdiction over all matters arising under, arising in, or relating to the Bankruptcy Case, including proceedings to:

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(a)ensure that the Plan is fully consummated and implemented;

(b)enter such orders that may be necessary or appropriate to implement, consummate, or enforce the provisions of the Plan and all contracts, instruments, releases, indemnifications, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement;

(c)consider any modification of the Plan under Bankruptcy Code section 1127;

(d)hear and determine all Claims, controversies, suits, and disputes against the Debtor to the full extent permitted under 28 U.S.C. sections 157 and 1334;

(e)allow, disallow, determine, liquidate, classify, estimate, or establish the priority or secured or unsecured status of any Claim, including the resolution of any and all objections to the allowance or priority of Claims;

(f)hear, determine, and adjudicate any litigation involving the Rights of Action, Avoidance Actions, other claims or causes of action constituting Estate Property and other suits and adversary proceedings to recover property and assets of the Plan Trust or the Unsecured Creditor Trust (in each case, as successors-in-interest to the Debtor) wherever located, and to adjudicate any and all other Rights of Actions, Avoidance Actions, suits, adversary proceedings, motions, applications, and contested matters that may be commenced or maintained in the Bankruptcy Case or pursuant to the Plan, proceedings to adjudicate the Disputed Claims, and all controversies and issues arising from or relating to any of the foregoing;

(g)decide or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any motions or applications involving the Debtor that are pending on or commenced after the Effective Date;

(h)resolve any cases, controversies, suits, or disputes that may arise in connection with the consummation, interpretation, or enforcement of the Plan, or any entity’s obligations incurred in connection with the Plan, or any other agreements governing, instruments evidencing, or documents relating to any of the foregoing, including the interpretation or enforcement of any rights, remedies, or obligations under any of the foregoing;

(i)hear and determine all controversies, suits, and disputes that may arise out of or in connection with the enforcement of any subordination and similar agreements among Creditors under Bankruptcy Code section 510;

(j)hear and determine all Professional Compensation Claims and all other requests for compensation and/or reimbursement of expenses that may be made for fees and expenses incurred before the Closing Date;

(k)enforce any Final Order, the Confirmation Order, the final decree, and all injunctions contained in those orders;

(l)enter an order concluding and terminating the Bankruptcy Case;

(m)correct any defect, cure any omission, or reconcile any inconsistency in the Plan, or the Confirmation Order, or any other document or instruments created or entered into in connection with the Plan;

(n)determine all questions and disputes regarding title to the Estate Property;

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(o)classify the Claims of any Claimholders and the treatment of those Claims under the Plan, re-examine Claims that may have been allowed for purposes of voting, and determine objections that may be filed to any Claims;

(p)take any action described in the Plan involving the Debtor;

(q)enforce, by injunction or otherwise, the provisions contained in the Plan, the Confirmation Order, any final decree, and any Final Order that provides for the adjudication of any issue by the Bankruptcy Court;

(r)enter and implement such orders that are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

(s)hear, determine and adjudicate any motions, contested or litigated motions brought pursuant to Bankruptcy Code section 1112; and

(t)enter a final decree as contemplated by Bankruptcy Rule 3022;

(u)hear, determine and adjudicate any and all objections to Claims brought by the Plan Trustee and the Unsecured Creditor Trustee.

ARTICLE 14
MISCELLANEOUS PROVISIONS

14.1     Confirmation Order.

The Confirmation Order shall contain all injunctions and other orders that may be necessary to implement the Plan.  To the extent necessary, the Confirmation Order shall contain any provisions necessary to provide for the substantial consummation of the Plan on the Effective Date.

14.2     Notices.

Except as otherwise specifically provided for in the Plan, whenever the Plan requires notice be given, such notice shall be given to the following parties at their respective addresses, unless a prior notice of change of address has been served on the parties identified in this section indicating a new address:

The Debtor:

Haynes and Boone, LLP

1221 McKinney, Suite 2100

Houston, Texas 77010

Attn:  Kenric D. Kattner

The Official Committee of Unsecured Creditors:

Ottberbourg, Steindler, Houston & Rosen, P.C.

230 Park Avenue

New York, New York 10169

Attn:     Steven B. Soll

JPMorgan

Simpson Thacher & Bartlett, LLP

425 Lexington Avenue

New York, New York 10117

Attn:  Kathrine A. McLendon

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The Buyer

Baker & McKenzie LLP

One Prudential Plaza, Suite 3600

130 East Randolph Drive

Chicago, Illinois 60601

Attn:  David F. Heroy

14.3     Dates.

The provisions of Bankruptcy Rule 9006 shall govern the calculation of any dates or deadlines referenced in the Plan.

14.4     Further Action.

Nothing contained in the Plan shall prevent the Debtor from taking any actions that may be necessary to consummate the Plan, even though such actions may not specifically be provided for in the Plan.

14.5     Exhibits.

All exhibits attached to the Plan and Plan Documents are incorporated in the Plan by reference and are an integral part of the Plan as though fully set forth herein.

14.6     Exemption from Transfer Taxes.

Under Bankruptcy Code section 1146(c), the issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer under the Plan, shall not be taxed under any law imposing a stamp tax or similar tax; including, without limitation, the issuance of the New Equity Interest and the New Membership Interest shall not be taxed under any law imposing a stamp tax or similar tax.

14.7     Binding Effect.

The Plan shall be binding on, and inure to the benefit of, the Debtor, the Committee, the holders of Claims and Equity Interests, and their respective successors, heirs, and assigns, regardless of whether those parties voted to accept the Plan.

14.8     Governing Law.

Except to the extent that the Bankruptcy Code, Bankruptcy Rules, or other non-bankruptcy federal law are applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any conflicts of law principles.

14.9     Headings.

Headings are used in the Plan for convenience and reference only, and shall not constitute a part of the Plan for any other purpose.

14.10     Withdrawal or Revocation of the Plan.

The Debtor reserves the right to revoke or withdraw the Plan before the Confirmation Date.  If the Debtor revokes or withdraws the Plan, then the Plan shall be null and void, and nothing contained in the Plan shall constitute a waiver or release of any Claims, or prejudice in any manner the rights of the Debtor or any other Person.

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14.11     Reservation of Rights.

Neither the filing of the Plan nor any statement or provision contained in the Plan or in the Disclosure Statement, nor the taking of any action with respect to the Plan, shall (i) be or be deemed to be an admission against interest by the Debtor and (ii) until the Effective Date, be or be deemed to be a waiver of any rights the Debtor may have (a) against any other person or (b) in any of the property and assets of any other Person, and, until the Effective Date, all such rights are specifically reserved.

14.12     Defects, Omissions, and Amendments.

The Debtor may, with the approval of the Bankruptcy Court and without notice to holders of Claims, insofar as it does not materially and adversely affect holders of Claims, correct any defect, omission, or inconsistency in the Plan in such a manner and to such extent necessary or desirable to expedite the execution of the Plan.  The Debtor may, with the consent of JPMorgan, the Committee, the Unions and Batman, propose amendments or alterations to the Plan before the Confirmation Hearing as provided in Bankruptcy Code section 1127 if, in the opinion of the Bankruptcy Court, the modification does not materially and adversely affect the interests of holders of Claims, so long as the Plan, as modified, complies with Bankruptcy Code sections 1122 and 1123 and the Debtor have complied with Bankruptcy Code section 1125.  The Debtor may, with the consent of JPMorgan, the Unsecured Creditor Trustee and the Plan Trustee, propose amendments or alterations to the Plan after the Confirmation Date but prior to substantial consummation, in a manner that, in the opinion of the Bankruptcy Court, does not materially and adversely affect holders of Claims, so long as the Plan, as modified, complies with Bankruptcy Code sections 1122 and 1123, the Debtor have complied with Bankruptcy Code section 1125, and after notice and a hearing, the Bankruptcy Court confirms such Plan, as modified, under Bankruptcy Code section 1129.

14.13     Good Faith.

Confirmation of the Plan shall constitute a finding that (i) the Plan has been proposed in good faith and in compliance with the provisions of the Bankruptcy Code and (ii) the solicitation of acceptances or rejections of the Plan by all Persons and the offer, issuance, sale, or purchase of any security offered or sold under the Plan has been in good faith and in compliance with applicable provisions of the Bankruptcy Code.

ARTICLE 15
SUBSTANTIAL CONSUMMATION

15.1     Substantial Consummation.

The Plan shall be deemed substantially consummated immediately on the completion of the principal actions required to be undertaken at the Closing as provided in section 6.6 of the Plan.

15.2     Final Decree.

Following substantial consummation, the Plan Trustee may request the Bankruptcy Court to enter a final decree closing the case and such other orders that may be necessary and appropriate.

ARTICLE 16
CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF THE PLAN

16.1     Conditions Precedent to Confirmation.

The following are conditions precedent to confirmation of the Plan that shall be satisfied or waived in writing in accordance with section 16.3 of the Plan:

(a)The Bankruptcy Court shall have approved a disclosure statement with respect to the Plan in form and substance acceptable to the Debtor, JPMorgan, the Committee, the Unions, Batman and GAL; and

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(b)The Confirmation Order, the Plan and the Plan Documents shall be in form and substance acceptable to the Debtor, JPMorgan, the Committee, the Unions, Batman and GAL.

16.2     Conditions Precedent to Effectiveness.

The following are conditions precedent to the occurrence of the Effective Date, each of which shall be satisfied or waived in writing in accordance with section 16.3 of the Plan:

(a)The Confirmation Order that complies with section 16.1 of the Plan shall not be stayed.

(b)All actions, documents, and agreements necessary to implement the Plan and all transactions described in section 6.6 of the Plan, other than consummation of the Purchase Agreement, which is expressly not a condition precedent to occurrence of the Effective Date, shall have been effected or executed as applicable.

16.3     Waiver of Conditions to Confirmation or Consummation.

The conditions set forth in sections 16.1 and 16.2 of the Plan may be waived by the Debtor, with the consent of JPMorgan, the Committee, the Unions, Batman and GAL, without any notice to any other parties-in-interest or the Bankruptcy Court and without a hearing. The failure of any of the Debtor, JPMorgan, the Committee, the Unions, Batman and GAL in its or their sole discretion to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and such right shall be deemed an ongoing right, which may be asserted at any time.

Dated:  February 3, 2009

ATA AIRLINES, INC.

/s/ Steven S. Turoff

By:  Steven S. Turoff

Its:  Chief Restructuring Officer

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EXHIBIT A TO THE CHAPTER 11 PLAN

GLOSSARY OF DEFINED TERMS

EXHIBIT B TO THE CHAPTER 11 PLAN

THE LIQUIDATING TRUST AGREEMENT FOR THE ATA PLAN TRUST

EXHIBIT C TO THE CHAPTER 11 PLAN

THE LIQUIDATING TRUST AGREEMENT FOR THE

ATA UNSECURED CREDITOR TRUST

EX-2.5

Exhibit 2.5

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION

In re:	)	Chapter 11
	)
ATA AIRLINES, INC.	)	Case No. 08-03675-BHL-11
	)
Debtor	)

ORDER CONFIRMING FIRST AMENDED

CHAPTER 11 PLAN OF THE DEBTOR

The Court has considered the First Amended Chapter 11 Plan of the Debtor dated February 3, 2009, and all amendments, modifications, and supplements thereto (collectively, the “Plan”), filed by ATA Airlines, Inc. (the “Debtor”).(1) A copy of the Plan is attached hereto as

(1)References to the Debtor in this Order shall be deemed to refer to the Debtor in this bankruptcy case to the extent the context of such reference applies to a time period before the Effective Date, and shall refer to the Debtor as reorganized to the extent the context of such reference applies to a time period on or after the Effective Date.

Exhibit A.(2) Based on the evidence presented (including the witness testimony and the entire record in this chapter 11 case), the arguments and representations of counsel, and the Findings of Fact and Conclusions of Law entered contemporaneously with this Order, the Court has determined that the Plan satisfies the applicable provisions of the Bankruptcy Code, and should therefore be confirmed.  Accordingly, it is ORDERED:

A.Confirmation of the Plan and Approval of Plan Documents

1.The Plan is CONFIRMED in its entirety, and all of the terms and conditions contained in the Plan are APPROVED.

2.The Plan Trust Agreement, the Unsecured Creditor Trust Agreement, the Purchase Agreement, the Plan Documents, and such other certificates, documents, and instruments that may be necessary or appropriate to effectuate the Plan and transactions contemplated thereby (collectively, the “Plan Transaction Documents”), and the terms and conditions thereof, are APPROVED.  The Debtor and the non-debtor parties to the Plan Transaction Documents are authorized to modify the Plan Transaction Documents without further order of the Court to the extent necessary to correct typographical, grammatical, and other errors and to make any changes required or appropriate to implement, effectuate, and consummate the Plan, the Pl an Transaction Documents, the terms of this Order, and the transactions respectively contemplated thereby.  The Debtor and the non-debtor parties to the Plan Transaction Documents are authorized to execute and deliver the Plan Transaction Documents as required and directed by the Plan.  On and after the Effective Date and as executed by the Debtor, the terms and conditions of the Plan Transaction Documents shall be effective and

(2)Capitalized terms not defined in this Order have the meanings ascribed to them in the Plan.  If a capitalized term is not defined in either this Order or the Plan, then it has the meaning prescribed in the Bankruptcy Code or Bankruptcy Rules, whichever is applicable.  If there is any direct conflict between the terms of the Plan and the terms of this Order, the terms of this Order control.

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enforceable as provided for therein.

3.All objections to confirmation of the Plan not withdrawn or otherwise resolved at or before the confirmation hearing are expressly overruled.

B.Effects of Confirmation of the Plan

4.The provisions of the Plan and this Order are binding on the Debtor and each Creditor, Interestholder, any interested party in the Bankruptcy Case, and any other Person and their respective agents, heirs, successors, and assigns, regardless of whether such party voted to accept the Plan.

5.On entry of this Order, the Debtor and its directors, officers, agents, and attorneys, along with the parties to the Plan Transaction Documents, are authorized to (a) effect any and all transactions contemplated or required by the Plan and (b) on and after the Effective Date, take all necessary and appropriate steps and corporate action to implement the terms of the Plan and the Plan Transaction Documents, regardless of whether such actions are specifically referred to in the Plan or the Plan Transaction Documents, without the need for further shareholder, director, officer, or any other corporate approvals, or further order of the Court.

6.Except as otherwise provided by the Plan or this Order, the rights granted in the Plan and the treatment of Claims and Equity Interests are in exchange for, and in complete satisfaction, discharge, and release of, all Claims of any nature whatsoever against the Debtor, the Estate, and the Estate Property (including the Retained Assets, the Plan Trust Assets, and the Unsecured Creditor Trust Assets) and termination of all Equity Interests, whether such Claims arose before or during the Bankruptcy Case or in connection with implementation of the Plan.  Except as otherwise provided in the Plan or this Order, on the Effective Date, (a) the Debtor, the Reorganized Debtor, and New ATA are discharged and released from any an d all Claims, or

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other debts, including demands and liabilities that arose before the Effective Date, and all debts of the kind specified in 11 U.S.C. §§ 502(g), 502(h), and 502(i), regardless of whether:  (i) a proof of claim based on such debt is filed or deemed filed under 11 U.S.C. § 501; (ii) a Claim based on such debt is allowed under 11 U.S.C. § 502; or (iii) the holder of a Claim based on such debt has accepted the Plan, and (b) all Equity Interests and other rights of Equity Interests in the Debtor shall be terminated, except for the New Equity Interest and New Membership Interest as expressly provided in the Plan.  Except as expressly provided in the Plan or this Order, this Order is a judicial determination of a discharge of all Claims against, and other liabilities of, the Debtor arising before the Effective Date.  In accordance with 11 U.S.C. § 524, except as otherwise provided in this Order, the discharge in this Order voids any judgment rendered against the Debtor at any time obtained (to the extent it relates to a discharged Claim), and operates as an injunction against the prosecution of any action against the Debtor, the Reorganized Debtor, New ATA, the Retained Assets, the Estate Property, the Plan Trust Assets and/or the Unsecured Creditor Trust Assets (to the extent such action related to a discharged Claim).

7.Except as otherwise provided in the Plan, this Order, or separate Final Order, any and all injunctions or automatic stays provided for in the Bankruptcy Case under 11 U.S.C. §§ 105 and 362, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect through the Effective Date.

8.Except as otherwise provided in the Plan or this Order, on and after the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged, or an Equity Interest or other right of an equity security holder that is terminated under the Plan, are permanently enjoined from taking any of the following actions on account of any such discharged Claims, debts, liabilities, or terminated Equity Interests or rights:

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(a)commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind against the Debtor, the Estate, the Reorganized Debtor, New ATA, the Plan Trust, the Unsecured Creditor Trust, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets, and the Retained Assets (including, all suits, actions, and proceedings that are pending on the Effective Date, which shall be deemed withdrawn and dismissed with prejudice);

(b)enforcing, levying, attaching, collecting, or otherwise recovering by any manner or means, directly or indirectly, any judgment, award, decree, or order against the Debtor, the Reorganized Debtor, New ATA, the Plan Trust, the Unsecured Creditor Trust, the Reorganized Debtor, and their respective property and assets, including, without limitation, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets, and the Retained Assets;

(c)creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Lien against the Debtor, the Estate, the Reorganized Debtor, New ATA, the Plan Trust, the Unsecured Creditor Trust, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets, and the Retained Assets;

(d)asserting any subrogation or recoupment right of any kind, whether directly or indirectly, against any obligation due the Debtor, the Estate, the Reorganized Debtor, New ATA, the Plan Trust, the Unsecured Creditor Trust, the Estate Property, the Plan Trust Assets, the Unsecured Creditor Trust Assets, and the Retained Assets; and

(e)commencing or continuing any action, in any manner, in any place, that does not comply with or is inconsistent with the provisions of the Plan or the Bankruptcy Code.

C.Provisions Related to Executory Contracts

9.Because the Debtor did not identify any Executory Contracts in the Schedule of Assumed Executory Contracts, the Debtor is deemed not to have assumed any Executory Contracts pursuant to Section 5.1 of the Plan, the Purchase Agreement, or otherwise.

10.All Executory Contracts of the Debtor are rejected as of the Effective Date, and such Executory Contracts shall no longer represent the binding obligations of the Debtor after the Effective Date.

11.Notwithstanding anything to the contrary in the Plan or this Order, as of the Confirmation Date, all CBAs with any of the Unions are deemed terminated, extinguished, and

5

rejected under 11 U.S.C. §§ 365(a) and 1113(a), and are of no further force and effect.  This Order constitutes final approval of the stipulated termination, extinguishment, and rejection of the CBAs, and no rejection damages Claim shall arise from the stipulated termination, extinguishment, and rejection of any CBA.

D.Matters Relating to Implementation of the Plan

Approval of the Global Settlement

12.Pursuant to section 6.10 of the Plan, the terms and conditions of the settlement and compromise contained in the ATA Labor Settlement Agreement and the Plan Term Sheet, which are incorporated in, and implemented pursuant to, the Plan (the “Global Settlement”) are approved in all respects, and the Debtor is authorized to undertake any and all action necessary or appropriate to consummate or effectuate the terms of the Global Settlement under the Plan.

Appointment of the Plan Trustee, the Unsecured Creditor Trustee, and Oversight Committee Members

13.In accordance with section 6.4 of the Plan, Steven S. Turoff is approved as the Plan Trustee under the Plan, and the terms and conditions of the fee arrangement outlined in the Designation and Disclosure of Plan Trustee (the “Plan Trustee Designation”) governing Mr. Turoff’s compensation as Plan Trustee are approved.  On the Effective Date, Mr. Turoff is authorized, empowered, and directed to take any and all actions necessary or appropriate to implement, effectuate, and consummate the Plan, the Plan Trust Agreement, and this Order, and the transactions respectively contemplated in those documents, or otherwise perform his duties as Plan Trustee outlined in the Plan Trust Agreement, all in accordance w ith the terms of the Plan, the Plan Trust Agreement, and this Order.

14.In accordance with section 6.5 of the Plan, JLL Consultants, Inc. (“JLL”) is

6

approved as the Unsecured Creditor Trustee under the Plan, and the terms and conditions of the fee arrangement outlined in the Designation and Disclosure of Unsecured Creditor Trustee (the “Unsecured Creditor Trustee Designation”) governing JLL’s compensation as Unsecured Creditor Trustee are approved.  On the Effective Date, William Kaye is authorized, empowered, and directed to take any and all actions necessary or appropriate to implement, effectuate, and consummate the Plan, the Unsecured Creditor Trust Agreement, and this Order, and the transactions respectively contemplated in those documents, or otherwise perform his duties as Unsecured Creditor Trustee outlined in the Unsecured Creditor Trust Agreement, all in accordance with the terms of the Plan, the Unsecured Creditor Trust Agreement, and this Order.

Establishment of the Plan Trust and Unsecured Creditors Trust

15.At or before the Closing, all necessary parties shall execute the Plan Trust Agreement and the Unsecured Creditor Trust Agreement.

16.All property of the Debtor comprising the Plan Trust Assets shall be conveyed and transferred to the Plan Trust, free and clear of all interests, Claims, Liens and encumbrances except as provided in sections 4.3(c), 4.4(c), 4.5(c), and 4.6(c) of the Plan.  On the Effective Date, the Plan Trustee shall establish the Plan Trust Account.  Additionally on the Effective Date, the Plan Trustee shall establish the Priority Claims Fund, the Plan Operating Reserve, and the Professional Compensation Claim Fund, all out of Plan Trust Assets.

17.All property of the Debtor comprising the Unsecured Creditor Trust Assets shall be conveyed and transferred to the Unsecured Creditor Trust, free and clear of all interests, Claims, Liens and encumbrances.  On the Effective Date, the Unsecured Creditor Trustee shall establish the Labor Settlement Account and the Unsecured Creditor Account.  Additionally on the Effective Date, the Unsecured Creditor Trustee shall establish the Labor Settlement Fund by

7

depositing the Labor Settlement Fund into the Labor Settlement Account and shall establish the Unsecured Settlement Fund by depositing the Unsecured Settlement Fund into the Unsecured Creditor Account.

Sale of the New Membership Interest to Southwest Airlines Co.

18.Under 11 U.S.C. §§ 1129 and 363(b), the Debtor is authorized and directed to consummate the sale transaction described in the Purchase Agreement (the “Sale”), pursuant to and in accordance with the terms and conditions of the Purchase Agreement.

19.The Debtor is authorized and directed to execute and deliver (and is empowered to perform under, consummate, and implement) the Purchase Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Sale, and to take all further actions as may be reasonably necessary for the purpose of selling, assigning, transferring, granting, conveying and conferring the New Membership Interest to Southwest Airlines Co. (“Southwest”), or as may be necessary or appropriate to consummate the Sale and to perform the obligations contemplated in the Purchase Agreement, including the formation of New ATA and the transfer and conveyance of the Retained Assets to New ATA.

20.In accordance with Section 6.2(a) of the Plan, the Debtor is authorized and directed to form New ATA as a limited liability company organized under the laws of the State of Delaware.  On the Effective Date, and if the Purchase Agreement is consummated, all property and authorizations comprising the Retained Assets shall be transferred and conveyed to New ATA, free and clear of all Liens, Claims, interests, and encumbrances, or security interests of any kind (collectively, “Encumbrances”).

21.Under 11 U.S.C. §§ 1129 and 363(f), the New Membership Interest shall be

8

conveyed to Southwest, and consummation of the transactions embodied in the Purchase Agreement shall be, free and clear of all Encumbrances.

22.Subject to the terms and conditions of the Plan, the Purchase Agreement, and this Order, the transfer of the New Membership Interest to Southwest pursuant to the Purchase Agreement constitutes a legal, valid, and effective transfer of the New Membership Interest, and shall, subject to any regulatory approval(s), vest Southwest with all of the Debtor’s right, title, and interest in and to the New Membership Interest and the Retained Assets free and clear of all Encumbrances.

23.The consideration provided by Southwest under the Purchase Agreement constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable federal and state law.  Additionally, the consideration to be paid by Southwest under the Purchase Agreement is fair and reasonable and may not be avoided under 11 U.S.C. § 363(n).

24.Each and every federal, state, and local governmental agency or department is directed to accept any and all documents and instruments necessary to consummate the transactions contemplated in the Purchase Agreement.

25.If any Person or entity that has filed financing statements, mortgages, mechanic’s liens, lis pendens, or other documents or agreements evidencing Encumbrances against the New Membership Interest or Retained Assets has not delivered to the Debtor before the closing of the Sale (in proper form for filing and executed by the appropriate parties) termination statements, instruments of satisfaction, releases of all Encumbrances that the party has concerning New ATA, the New Membership Interest, the Retained Assets, or otherwise, then (a) the Debtor is authorized and directed to execute and file such statements, instruments, releases, and other documents on behalf of the party concerning the New ATA, the New Membership Interest or

9

Retained Assets and (b) Southwest is authorized to file, register, or record a certified copy of this Order, which shall then constitute conclusive evidence of the release of all Encumbrances against New ATA, the New Membership Interests or Retained Assets.

26.Subject to the terms and conditions of the Plan, the Purchase Agreement, and this Order, Southwest and New ATA shall have no liability for any debt or other obligation of the Debtor arising under, or related to, the New Membership Interest or Retained Assets.  Without limiting the generality of the foregoing, and except as otherwise specifically provided in the Plan, the Purchase Agreement, or this Order, Southwest and New ATA shall not be liable for any Claims against the Debtor or any of its predecessors or affiliates, and Southwest and New ATA shall have no successor or vicarious liability of any kind or character, whether known or unknown on the closing of the Sale, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtor or any obligations of the Debtor arising before the closing of the Sale.

27.Except as specified in the Plan, the Purchase Agreement, or this Order, the transfer of the New Membership Interest or Retained Assets pursuant to the Purchase Agreement shall not subject Southwest to any liability with respect to the operation of the Debtor or New ATA, or any other business or operations of the Debtor or New ATA, before the closing of the Sale or by reason of such transfer under the Bankruptcy Code or applicable federal and state law, based, in whole or in part, directly or indirectly, on any theory of law or equity, including any theory of equitable subordination or successor or transferee liability.

28.The transactions contemplated in the Purchase Agreement are undertaken by Southwest in good faith, as that term is used in 11 U.S.C. § 363(m), and accordingly the reversal or modification on appeal of the authorization provided in this Order to consummate the Sale

10

shall not affect the validity of the Sale to Southwest, unless such authorization is timely stayed pending appeal.  Southwest is a purchaser in good faith of the New Membership Interest, and is entitled to all of the protections afforded by 11 U.S.C. § 363(m).

E.Miscellaneous Confirmation Provisions

29.All actions not otherwise previously approved by the Court that the Debtor took or effectuated (a) during the pendency of Bankruptcy Case, (b) in the administration of the Bankruptcy Case, or (c) in the formulation, negotiation, prosecution, or implementation of the Plan are ratified and approved.

30.The terms and conditions of the releases incorporated in Sections 8.2(a)-(e) of the Plan and the exculpation incorporated in Section 8.3 of the Plan are approved.

31.This Order is in recordable form, and shall be accepted by any filing or recording officer or authority of any applicable governmental unit for filing and recording purposes without further or additional orders, certifications, or other supporting documents.

32.The Debtor, the Plan Trustee, the Unsecured Creditor Trustee, and any other Person having duties or responsibilities under the Plan, the Plan Trust Agreement, the Unsecured Creditor Trust Agreement, the Purchase Agreement, or this Order, and their respective directors, officers, general partners, agents, trustees, representatives, and attorneys are specifically authorized, empowered, and directed to take any and all actions necessary or appropriate to implement, effectuate, and consummate the Plan, the Plan Trust Agreement, the Unsecured Creditor Trust Agreement, the Purchase Agreement, and the terms of this Order and the transactions respectively contemplated in those documents, all in accordance with the terms of thereof.

33.Under 11 U.S.C. § 1146(c), the issuance, transfer, or exchange of a security

11

(including the New Equity Interest and New Membership Interest), or the making or delivery of an instrument of transfer under the Plan may not be taxed under any law imposing a stamp tax or similar tax.

34.To the extent that, under applicable nonbankruptcy law, any of the actions contemplated in the Plan would otherwise require the consent or approval of the holders of Equity Interests in the Debtor, or directors, managing members, partners (as applicable) or counter-parties to Executory Contracts, this Order shall constitute such consent or approval, and such actions shall be, and are deemed to have been, taken by unanimous action of the holders of Equity Interests in the Debtor, or directors, managing members, partners (as applicable) or counter-parties to Executory Contracts.

35.The undertakings and obligations of the Debtor pursuant to the Plan, including its undertakings and/or obligations to make distributions of securities (including the New Equity Interest and New Membership Interest) shall be exempt, pursuant to 11 U.S.C. § 1145, from Section 5 of the Securities Act of 1933 and from any and all federal, state, or local laws requiring the registration of the offer, sale or other distribution of such securities by the Debtor.

36.As of the Effective Date, the Second Circuit Grievance Litigation, including the Appeal, shall be dismissed with prejudice by the parties thereto.  The Plan Trustee is hereby substituted as the party-in-interest for the Debtor for all purposes in the Second Circuit Grievance Litigation and the Appeal, and is authorized to complete any and all actions necessary, including the filing of papers and pleadings with the appropriate tribunal, to consummate and effect the dismissal with prejudice.  ALPA is directed to join or otherwise assist the Plan Trustee in taking the actions necessary to consummate and effect the dismissal with prejudice.  The parties shall file the papers and pleadings necessary to consummate and effect the dismissal no

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later than ten days after the Effective Date.

37.As of the Effective Date, the WARN Adversaries shall be dismissed with prejudice by the parties thereto.  The Plan Trustee is hereby substituted as the party-in-interest for the Debtor for all purposes in the WARN Adversaries, and is authorized to submit orders dismissing the WARN Adversaries with prejudice under Fed. R. Civ. P. 41(a)(2) and Fed. R. Bankr. P. 7041 without further motion and to complete any other actions necessary effect the dismissal with prejudice.  The non-Debtor parties in the WARN Adversaries are directed to join or otherwise assist the Plan Trustee in taking the actions necessary to consummate and effect the dismissal with prejudice.  The parties shall file the papers and pleadings necessary to consumm ate and effect the dismissal no later than ten days after the Effective Date.

38.Notwithstanding anything to the contrary contained in this Order or in the Plan (including without limitation Sections 6.7(c), 9.1(iii), and 9.1(iv) of the Plan), the Clearinghouse Receivables (as hereinafter defined) shall be conveyed and transferred to the Plan Trust subject to (and not free and clear of) any valid setoff and recoupment rights of the non-Debtor participants in the Airlines Clearing House, Inc. (the “ACH”) and/or, where applicable, the International Air Transport Association Clearing House (the “IATA Clearing House,” and together with ACH, the “Clearinghouses”) enforceable under applicable law.  In addition, if a filed or scheduled Claim of a non-Debtor Clear inghouse participant against the Debtor that is eligible under applicable non-bankruptcy law to be set off against or recouped from Clearinghouse Receivables owing from such participant is the subject of a timely filed proof of claim or (if it is not the subject of such proof of claim) has been listed in the Debtor’s Schedules of Assets and Liabilities and is not listed as disputed, contingent or unliquidated, such Claim shall (a) constitute an Other Secured Claim pursuant to 11 U.S.C. § 506(a)(1) to the extent of the

13

amount of any valid and enforceable setoff or recoupment and (b) to the extent such Other Secured Claim becomes Allowed, be treated in accordance with Section 4.6 of the Plan; provided, however, nothing in the Plan or this Order shall constitute a release or waiver of any right of the Debtor or Plan Trustee to object to or otherwise challenge any non-Debtor Clearinghouse participant’s Claim or its eligibility for setoff or recoupment under applicable non-bankruptcy law.  For purposes of this Order, the term “Clearinghouse Receivables” means amounts owing to the Debtor from other Clearinghouse participants based on ordinary course transactions (including interline passenger, interline freight, Universal Air Travel Plan, and non-transportation transactions) subject to settlement through the ACH and, where applicable, the IATA Clearing House, pursuant to the agreements governing t he Clearinghouses.

39.Notwithstanding anything to the contrary in the Plan, the Claims of Travelers Casualty and Surety Company of America (“Travelers”) asserted in proof of claim no. 3940 against the Debtor arising in connection with an indemnity agreement and various surety bonds (the “Bonds”) issued by Travelers on behalf of the Debtor to secure the Debtor’s financial obligations to various entities shall (a) constitute an Other Secured Claim under the Plan to the extent of the value of any Estate Property securing such Claim and (b) constitute a Deficiency Claim to the extent the amount of the Claim exceeds the value of a ny Estate Property securing such Claim, which Claim shall be treated as a General Unsecured Claim under the Plan.  In accordance with Section 4.6(c) of the Plan or as otherwise provided for by law, Travelers shall be entitled to retain any collateral securing its Claim, including the proceeds of a certain letter of credit provided to Travelers as security for the Debtor’s obligation to reimburse Travelers in accordance with the terms of the agreements between the parties or otherwise as provided for by law.  Nothing in this Order shall constitute a waiver or otherwise

14

limit the Debtor’s or Plan Trustee’s rights to (y) object to or challenge any Claim held by Travelers pursuant to the Plan, the Bankruptcy Code, and the Bankruptcy Rules within the applicable deadline, or (z) seek a determination regarding the amount, validity, extent, and priority of any Liens asserted by Travelers, including whether Travelers is entitled to retain its collateral other than as permitted in Section 4.6(c) of the Plan.  Additionally, nothing in the Plan or this Order shall release, compromise, or otherwise affect in any way Travelers’ rights and defenses (including by way of subrogation or any other surety defenses available in law or equity) against any non-Debtor entity or person with respect to any claims raised under the Bonds.

40.Notwithstanding the Creditor Release described in Article 8 of the Plan, neither the Plan nor this Confirmation Order implements a release of any claim or cause of action (a) that San Antonio Aerospace, L.P. asserts against any aircraft owned by World Airways, Inc., and/or the proceeds thereof and any claims asserted or assertable by San Antonio Aerospace, L.P. against World Airways, Inc. related thereto, in each case in the adversary proceeding styled San Antonio Aerospace, L.P., and Airbase Services, Inc., vs. ATA Airlines, Inc., et al., pending in the Bankruptcy Court under case no. 08-50226, and/or (b) asserted or assertable by San Antonio Aerospace, L.P. against World Airways, Inc. in the arbitration styled San Antonio Aerospace, L.P. vs. World Airways, Inc. — San Antonio, Texas, pending before the American Arbitration Association under case no. 70 181 00581 08.

41.Notwithstanding any contrary provision of the Plan, the Order Granting National City Bank’s Motion for Relief from Stay (the “Stay Relief Order,” docket no. 365, entered on May 13, 2008) shall remain in full force and effect after the Effective Date, subject to the modifications in subparagraphs (a) and (b) and the reaffirmation in subparagraph (c) below:

15

(a)Upon payment or settlement of Letter of Credit (no. SCL012323), the current holdback amount of $150,000 described in Sections 3.3 and 5.2.11 of the Amended and Restated Credit Agreement dated February 27, 2006, as modified (“Credit Agreement”) shall be reduced to $30,000, and National City Bank shall pay the remainder of the holdback to the Debtor or (after the Effective Date) to the Plan Trustee for the benefit of the Plan Trust.

(b)After the payment or expiration of all outstanding Letters of Credit and payment of any related reimbursable costs, fees, charges and expenses pursuant to the terms of the Credit Agreement, National City Bank shall pay any excess collateral to the Debtor or (after the Effective Date) to the Plan Trustee for the benefit of the Plan Trust.

(c)The Debtor and the Plan Trustee:

i.Acknowledge that any commitment to issue or fund additional Letters of Credit has terminated;

ii.Recognize and reaffirm the Bank’s first priority security interest in and to the “Securities Account” described in the Stay Relief Order to secure all obligations due National City Bank under the Credit Agreement;

iii.Covenant and agree that the Plan Trustee shall be bound by the terms and conditions of the Credit Agreement until the obligations due National City Bank under the Credit Agreement are paid in full; and

iv.Covenant and agree that except as expressly modified herein the Credit Agreement remains in full force and effect; provided, however, that other than its rights in the Securities Account, National City Bank shall have no recourse against the Debtor, the Plan Trust or the Plan Trustee for any act or omission relating to the Credit Agreement.

42.Notwithstanding any contrary provision of the Plan, the Agreed Entry Granting U.S. Bank National Association Relief from the Automatic Stay (the “U.S. Bank Stipulation,” docket no. 355, entered on May 12, 2008) shall remain in full force and effect post-confirmation, subject to the following modifications:

(a)After the Effective Date, the Chargeback Reports required by paragraph 3 of the U.S. Bank Stipulation must be delivered to the counsel for the Plan Trustee and not to counsel for the Debtor or the Committee.  Further, only the Plan Trustee will have post-confirmation standing to challenge a proposed Chargeback, offset or expense reimbursement by U.S. Bank in accordance with the U.S. Bank Stipulation.

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(b)Within ten (10) days after the Effective Date, U.S. Bank shall pay to the Plan Trustee (for the benefit of the Plan Trust) fifty percent (50%) of the Deposit (as defined in the U.S. Bank Stipulation), and retain the balance of the Deposit for future credit card Chargebacks and reimbursement of expenses in accordance with the U.S. Bank Stipulation.  On or before 180 days after the Effective Date, U.S. Bank shall pay to the Plan Trustee fifty percent (50%) of the then-existing Deposit.  U.S. Bank shall pay the balance of the Deposit to the Plan Trustee on or before 360 days after the Effective Date.

Nothing in this Confirmation Order or in the Plan constitutes an assumption of the Processing Agreement or any executory contract between the Debtor and U.S. Bank.

43.Nothing in the Plan or this Order shall enjoin or preclude the United States and its agencies from pursuing any police or regulatory action against the Debtor, to the extent such police and regulatory powers are not stayed under the Bankruptcy Code (including 11 U.S.C. § 362).

44.Notwithstanding any contrary provision in the Plan or this Order, the United States and its agencies shall not be barred or enjoined from exercising any valid right of setoff or recoupment (including with respect to any postpetition amounts the United States may owe to the Debtor against any postpetition amounts the Debtor may owe to the United States) to the extent allowed under the Bankruptcy Code; provided, however, such Governmental Units shall exercise such setoff rights only pursuant to an agreement with the Debtor or Plan Trustee or pursuant to a Final Order entered by the Court after notice and a hearing.  Nothing herein shall constitute a waiver of the Debtor’s right to (a) seek a determination regarding t he allowability of, or otherwise challenge, any claim of the United States and its agencies underlying any alleged setoff or recoupment right and (b) object to or otherwise challenge the validity and enforceability of any alleged setoff or recoupment right.

45.Notwithstanding any contrary provision in the Plan or this Order, Claims for penalties asserted by the United States or its agencies shall not automatically constitute a

17

Subordinated Claim under the Plan; provided, however, that nothing herein shall constitute a waiver of the Debtor’s right to seek a determination that any such penalty claim constitutes a Subordinated Claim (a) pursuant to a contract or agreement or (b) under any applicable provision of the Bankruptcy Code, including 11 U.S.C. § 510, or other applicable law.

46.The discharge provisions in Section 8.1 of the Plan shall not operate to discharge any Claims and causes of action held by the United States or its agencies arising after the Confirmation Date.

47.The release provision in Section 8.2(e) of the Plan shall not apply to any claims or causes of action of the United States and its agencies against the specified released parties.

48.Notwithstanding any contrary provision in the Plan or this Order, the Order (I) Authorizing, But Not Directing, the Debtor to Pay Certain Prepetition Wages, Compensation, Reimbursements and Benefits and (II) Authorizing and Directing Applicable Banks and Other Financial Institutions to Process, and Pay All Checks Presented for Payment and to Honor All Fund Transfer Requests Made by the Debtor Relating to the Foregoing (Docket No. 97) entered in the Bankruptcy Case shall remain in full force and effect after the Effective Date, and the relief granted therein shall inure to the benefit of the Plan Trustee.

49.Notwithstanding any contrary provision in the Plan or this Order, any and all Executory Contracts between the Debtor and the City of Phoenix are deemed rejected as of the Effective Date.  The City of Phoenix is granted an Allowed Class 4 General Unsecured Claim in the amount of $5,200 on account of the rejection of any and all Executory Contracts between the Debtor and the City of Phoenix.  The City of Phoenix is not entitled to any Administrative Claim against the Debtor, whether arising under any Executory Contract or otherwise, and any such Administrative Claims are disallowed.

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50.For the avoidance of any doubt, the Plan Trustee shall pay, pursuant to Section 3.3 of the Plan, each Allowed Administrative Claim (except Professional Compensation Claims) arising through the Confirmation Date in Cash in an amount equal to the allowed amount of such Claim.

51.Notwithstanding any contrary provision in the Plan or this Order, the Plan Trustee shall pay Allowed Administrative Expense Claims pursuant to Section 3.3 of the Plan (as supplemented in paragraph 50 of this Order) and Allowed Class 1.2 Priority Unsecured Non-Tax Claims pursuant to Section 4.2 of the Plan, in each case, on the later of (a) ten days after the Effective Date or (b) ten days after the date such Claim becomes Allowed.

52.The Court shall retain full jurisdiction of the Bankruptcy Case and Estate Property until entry of a final decree, at which time the Court shall retain jurisdiction over this Bankruptcy Case to the fullest extent possible pursuant to 28 U.S.C. § 1334 and the provisions of the Plan.

53.Pursuant to 11 U.S.C. §§ 1123(a) and 1142(a), the provisions of this Order, the Plan, the Plan Trust Agreement, the Unsecured Creditor Trust Agreement, the Purchase Agreement, and all other agreements and documents executed and delivered pursuant to the Plan shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

54.If any or all of the provisions of this Order are hereafter reversed, modified, or vacated by subsequent order of this Court or any other court, such reversal, modification, or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan before the Debtor’s, the Plan Trustee’s and the Unsecured Creditor Trustee’s receipt of written notice of any such order; nor shall such reversal, modification, or vacatur of this Order affect the validity or enforceability of such act or obligation.  Notwithstanding any such reversal, modification, or vacatur of this Order, any such act or

19

obligation incurred or undertaken pursuant to, and in reliance on, this Order before the effective date of such reversal, modification, or vacatur shall be governed in all respects by the provisions of this Order, the Plan, and all documents, instruments and agreements related thereto or any amendments or modifications thereto.

###

Requested:

Terry E. Hall (#22041-49)

Baker & Daniels, LLP

300 N. Meridian Street, Suite 2700

Indianapolis, Indiana 46204

Telephone:  (317) 237-0300

Facsimile:  (317) 237-1000

terry.hall@bakerd.com

Distribution:

Service List

20

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:24 PM 02/27/2006

FILED 01:25 PM 02/27/2006

SRV 060186640 - 4100653 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NEW ATA HOLDINGS INC.

The undersigned, the duly qualified and authorized Secretary of New ATA Holdings Inc., a Delaware corporation incorporated on January 26, 2006, does hereby certify that the Certificate of Incorporation of the Corporation filed on January 26, 2006 was amended pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on February 27, 2006, and that the Corporation had not received any payment for any of its stock as of the date of such filing. The undersigned further certifies that the following is the true and correct Amended and Restated Certificate of Incorporation of the Corporation:

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is New ATA Holdings Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “Act”).

FOURTH: A. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 50,000,000 par value of $0.0001 (1/100 of 1 cent) per share. 12,308,480 shares of the authorized and unissued common stock of the Corporation are hereby designated “Class A Common Stock,” with such rights, preferences, powers, privileges and restrictions, qualifications and limitations as stated in the By-laws of the Corporation.

B.            The Board of Directors is authorized, subject to any limitations prescribed by law or the By-Laws of the Corporation, to provide for the issuance of the shares of Common Stock in series, and by filing a certificate pursuant to the Act (such certificate being hereinafter referred to as a “Common Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations, or restrictions thereof. The Board of Directors is empowered, subject to any limitations prescribed by law or the By-Laws of the Corporation, without further stockholder approval, to issue shares of Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting or other powers or rights of the holders of the Common Stock. The Corporation is prohibited from issuing non-voting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code.

C.            In the exercise of voting privileges, each holder of shares of the Class A Common Stock of the Corporation shall be entitled to one (1) vote for each share held in his name on the books of the Corporation. In all elections of directors of the Corporation, cumulative voting is expressly prohibited.

FIFTH: The name and mailing address of the incorporator are L. Gilles Sion, Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to alter or repeal the By-laws of the Corporation, or adopt any new By-Laws of the Corporation, subject to any specific limitation on such power contained in any By-laws adopted by the stockholders; provided, however, that, until such time as may be specified in the By-laws of the Corporation, and subject to such limitations as may be set forth in the By-laws, in no event shall the stockholders be entitled to alter or repeal the By-Laws of the Corporation, or adopt any new By-Laws of the Corporation in a manner that would materially and adversely affect the rights of the holders of the Class A Common Stock of the Corporation, unless any such alteration, repeal or adoption shall have been approved by the Board of Directors of the Corporation pursuant to the By-laws. Elections of directors need not be by written ballot unless the By-laws of the Corporation so provide.

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (ii) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

EIGHTH: Each person who is or was a director or officer of the Corporation, and each person who serves or served at the request of the Corporation as a director or officer of another enterprise, shall be indemnified by the Corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of Delaware as it may be in effect from time to time.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation; provided however, that, until such time as may be specified in the By-laws of the Corporation, and subject to such limitations as may be set forth in the By-laws, the stockholders shall not be entitled to amend, alter, change or repeal any provision contained in Article Sixth of this Certificate of Incorporation in a manner that would materially and adversely affect the rights of the holders of the Class A Common Stock of the Corporation, unless any such

2

amendment, alteration, change or repeal shall have been approved by the Board of Directors of the Corporation pursuant to the By-laws.

TENTH: The Corporation elects not to be governed by 8 Del. C. §203 (the Delaware Takeover Statute), as now in effect or hereafter amended, or any successor statute thereto.

ELEVENTH: Limitations on Ownership and Control by Non-U.S. Citizens.

A.            Definitions. For purposes of this Article Eleventh, the following definitions shall apply:

“Act” shall mean Title 49 of the United States Code, as amended, or as the same may be from time to time amended, supplemented, and/or superseded.

“Citizen of the United States” shall have the meaning set forth in Section 40102(a)(15) of the Act (or any successor or replacement provision thereto) and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time.

“Foreign Stock Record” shall have the meaning set forth in Article Eleventh (C).

“Non-U.S. Citizen” shall mean any person or entity who is not a “Citizen of the United States”.

“Own or Control” or “Owned or Controlled” shall mean ownership of record, beneficial ownership, or the power to direct by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-U.S. Citizen shall be final.

“Permitted Percentage” shall mean 25% of the voting power of the Stock, or such other amount as permitted by Section 40102 of the Act (or any successor or replacement thereto) to be Owned or Controlled by Non-U.S. Citizens.

“Stock” shall mean the outstanding capital stock of the Corporation entitled to vote; provided, however, that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article Eleventh.

B.            Non-U.S. Citizen Ownership. It is the policy of the Corporation that, consistent with the requirements of the Act, Non-U.S. Citizens shall not Own or Control more than the Permitted Percentage and, if Non-U.S. Citizens nonetheless at any time Own or Control more than the Permitted Percentage, the voting rights of the Stock Owned or Controlled by Non-U.S. Citizens in excess of the Permitted Percentage shall be automatically suspended in accordance with Article Eleventh (C) and (D).

3

C.            Foreign Stock Record. The Corporation or any transfer agent designated by it shall maintain a separate stock record (the “Foreign Stock Record”) in which shall be registered shares of Stock known to the Corporation to be Owned or Controlled by Non-U.S. Citizens. Without limiting the provisions of sub-section E below, each shareholder of the Corporation and any proposed transferee thereof shall certify, if required to do so pursuant to one or more forms which may be established for this purpose from time to time by the Corporation or its transfer agent, whether it is a Citizen of the United States or a Non-U.S. Citizen, and the Corporation or its transfer agent shall register in the Corporation’s Foreign Stock Record any such shares known to it to be held by a Non-U.S. Citizen. The Foreign Stock Record shall include (a) the name and citizenship of each such Non-U.S. Citizen and (b) the date of registration and number of such shares Owned or Controlled by each such Non-U.S. Citizen. The Corporation may refuse to register the issuance or transfer of shares on its books if such issuance or transfer would result in shares in excess of the Permitted Percentage being entered on the Foreign Stock Record.

D.            Suspension of Voting Rights. If at any time the number of shares of Stock known to the Corporation to be Owned or Controlled by Non-U.S. Citizens exceeds the Permitted Percentage, the voting rights of shares Owned or Controlled by Non-U.S. Citizens in excess of the Permitted Percentage at the time of any vote or action of the shareholders of the Corporation shall, without further action by the Corporation, be suspended. Such suspension of voting rights shall (i) be applied to shares in reverse chronological order, based upon the date of registration of such shares in the stock transfer records of the Corporation, and (ii) automatically terminate upon the earlier of the (1) transfer of such shares to a person or entity who is a Citizen of the United States, or (2) transfer of other shares Owned or Controlled by Non-U.S. Citizens to persons or entities who are Citizens of the United States in a sufficient amount to permit the Permitted Percentage not to be exceeded.

E.             Certification.

The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to shareholders in connection with the annual meeting or any special meeting of the shareholders of the Corporation, or otherwise) require a person or entity that Owns or Controls Stock to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person or entity, such person or entity is a Citizen of the United States.

For purposes of applying the provisions of this Article Eleventh with respect to any Stock, in the event of the failure of any person to provide the certificate or other information to which the Corporation is entitled pursuant to this Article Eleventh, the Corporation may, if it so elects, presume that the Stock in question is Owned or Controlled by Non-U.S. Citizens.

F.             Board of Directors and Officers of the Corporation.

The President and Chairman of the Board must at all times be Citizens of the United States. At least two-thirds of the Board of Directors and other officers must be Citizens of the United States.

4

THE UNDERSIGNED, being the duly qualified Secretary of the Corporation, has executed this Certificate on February 27, 2006.

/s/ Brian T. Hunt

Brian T. Hunt, Secretary

5

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:51 PM 04/02/2007

FILED 04:51 PM 04/02/2007

SRV 070390236 - 4100653 FILE

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NEW ATA HOLDINGS INC.

New ATA Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter referred to as the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: That the Board of Directors of the Corporation, by unanimous written consent of its members, filed with the minutes of the Board, duly adopted the following resolution setting forth an amendment to the Corporation’s Amended and Restated Certificate of Incorporation, declaring such amendment to be advisable and in the best interests of the Corporation:

RESOLVED, THAT THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE, BE AMENDED BY CHANGING THE FIRST ARTICLE THEREOF SO THAT, AS AMENDED SAID ARTICLE SHALL BE AND READ AS FOLLOWS:

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Global Aero Logistics Inc.

SECOND: That in lieu of a meeting and vote of shareholders, a majority of shareholders have provided written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Brian Hunt, as an authorized person, this 2nd day of April, 2007.

By:	/s/ Brian Hunt
	Name: Brian Hunt
	Title: Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:44 PM 04/25/2007

FILED 06:24 PM 04/25/2007

SRV 070479334 - 4100653 FILE

CERTIFICATE OF DESIGNATION FOR

ADDITIONAL

SERIES A COMMON STOCK

OF

GLOBAL AERO LOGISTICS INC.

Pursuant to Section 151

of the General Corporation Law

of the State of Delaware

Global Aero Logistics Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the board of directors of the Company (the “Board”) by its Certificate of Incorporation (the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board, on January 23, 2007, duly approved and adopted the following resolution:

WHEREAS, the Board is authorized by its Certificate of Incorporation, as amended, to establish from time to time the number of authorized and unissued common stock shares to be included in each series of common stock; and

WHEREAS, the Board has determined to increase the shares of Class A Common Stock, a series of the Company’s previously authorized shares, par value $0.0001 per share (the “Class A Common Stock”): and

NOW, THEREFORE, BE IT RESOLVED, that the Company designate an additional 2,300,000 shares of company stock to the Class A Common Stock series as set forth on Annex A.

		/s/ Doug Yakola
		Doug Yakola
		Senior Vice President and Chief
		Financial Officer
ATTEST:	/s/ Brian Hunt
	Brian Hunt
	Senior Vice President,
	General Counsel and
	Secretary

ANNEX A

SERIES A COMMON STOCK

The designation and amount of Class A Common Stock of Global Aero Logistics Inc. (the “Corporation”) are as follows:

1.     DESIGNATION AND AMOUNT

1.1There is hereby designated out of the 50,000,000, par value $0.0001 per share, authorized shares of capital stock of the Corporation, 2,300,000 shares of Class A Common Stock. The number of shares constituting the Class A Common Stock series shall increase from 12,308,480 shares to 14,608,480 shares.

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:36 AM 04/27/2007

FILED 08:34 AM 04/27/2007

SRV 070486157 - 4100653 FILE

CERTIFICATE OF DESIGNATION FOR

ADDITIONAL

SERIES A COMMON STOCK

OF

GLOBAL AERO LOGISTICS INC.

Pursuant to Section 151

of the General Corporation Law

of the State of Delaware

Global Aero Logistics Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the board of directors of the Company (the “Board”) by its Certificate of Incorporation (the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board, on April 17, 2007, duly approved and adopted the following resolution:

WHEREAS, the Board is authorized by its Certificate of Incorporation, as amended, to establish from time to time the number of authorized and unissued common stock shares to be included in each series of common stock; and

WHEREAS, the Board has determined to increase the shares of Class A Common Stock, a series of the Company’s previously authorized shares, par value $0.0001 per share (the “Class A Common Stock”): and

NOW, THEREFORE, BE IT RESOLVED, that the Company designate an additional 100,000 shares of company stock to the Class A Common Stock series as set forth on Annex A.

		/s/ Doug Yakola
		Doug Yakola
		Senior Vice President and Chief
		Financial Officer
ATTEST:	/s/ Brian Hunt
	Brian Hunt
	Senior Vice President,
	General Counsel and
	Secretary

ANNEX A

SERIES A COMMON STOCK

The designation and amount of Class A Common Stock of Global Aero Logistics Inc. (the “Corporation”-) are as follows:

1.     DESIGNATION AND AMOUNT

1.1There is hereby designated out of the 50,000,000, par value $0.0001 per share, authorized shares of capital stock of the Corporation, 100,000 shares of Class A Common Stock. The number of shares constituting the Class A Common Stock series shall increase from 14,608,480 shares to 14,708,480 shares.

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:51 AM 08/14/2007

FILED 10:34 AM 08/14/2007

SRV 070918409 - 4100653 FILE

GLOBAL AERO LOGISTICS INC.

CERTIFICATE OF DESIGNATIONS

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK

(Par Value $0.0001)

Global Aero Logistics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES that the following resolution (this “Certificate of Designation”), on advice and recommendation of the special committee of independent directors, was duly adopted by the board of directors of the Corporation (the “Board of Directors”) pursuant to the authority conferred upon it by the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), at a meeting of the Board duly held August 13, 2007.

RESOLVED that the issuance of a series of preferred stock, $0.0001 par value, of the Corporation is hereby authorized, and the number, designation, powers, preferences and relative, participating optional and other rights, and qualifications, limitations and restrictions thereof, in addition to those set forth in the Amended and Restated Certificate of Incorporation of the Corporation, are hereby fixed as follows:

SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK

A.Designation.

11,507,142 shares of preferred stock, $0.0001 par value, of the Corporation (the “Preferred Stock”) are hereby constituted as a series of Preferred Stock designated as Series A Convertible Cumulative Preferred Stock (hereinafter called “Series A Preferred Stock”). The number of shares of Series A Preferred Stock may not be increased but may be decreased by a resolution duly adopted by the Board of Directors (or a duly authorized committee thereof), but not below the number of shares of Series A Preferred Stock then outstanding.

Shares of Series A Preferred Stock shall be issued to MatlinPatterson ATA Holdings LLC (the “Investor”) in connection with, and on the Closing Date under (the “Effective Date”), that certain Bridge and Purchase Agreement, dated as of August 14, 2007, by and between the Corporation and the Investor (the “Bridge Agreement”), in exchange for a price of $14.00 per share (the “Purchase Price”) upon the terms and subject to the conditions set forth in the Certificate of Incorporation and the Bridge Agreement.

B.Dividend Provisions.

1.The holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (other than dividends payable in Class A Common Stock of the Corporation (“Common Stock”) or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock, at the annual rate of 16% of the Liquidation Preference (as defined below) until conversion or liquidation, as applicable, as adjusted for stock splits, stock dividends, reclassifications or the like. Such dividends shall be deferred and shall accrete and remain unpaid from the Effective Date, and shall accrete from day to day. Such dividends shall be cumulative so that if such dividends in respect of any previous or current annual dividend period, at the annual rate specified above, shall not have been paid when due in accordance with the terms set forth herein, the deficiency shall first be fully paid before any dividend or other distribution shall be paid on or declared and set apart for the Common Stock. The full deferred and accreted amount of such dividends shall be declared by the Corporation upon a conversion of the Series A Preferred Stock into Common Stock or upon a Liquidation Transaction (as defined below) and either (x) in the event of a Conversion, unpaid dividends shall be added to the Liquidation Preference as described below or (y) in the event of a Liquidation Transaction, be payable in cash, but only to the extent assets are legally available therefor and any amounts for which assets are not legally available shall be paid promptly as assets become legally available therefor; any partial payment(s) will be made pro rata among the holders of such shares of Series A Preferred Stock (based on the percentage of Series A Preferred Stock held by each holder as of the time immediately prior to the consummation of such Conversion or Liquidation Transaction).

Without limiting the foregoing, in the event of a conversion of the Series A Preferred Stock into Common Stock, if and to the extent that the accrued and unpaid dividends as of such conversion is an amount less than $8,000,000, then the amount of accrued and unpaid dividends to be added to the Liquidation Preference shall be $8,000,000.

Unless full dividends on the Series A Preferred Stock for all prior dividend periods from the Effective Date shall have been paid or declared and a sum sufficient for the payment thereof set apart: (A) no dividend whatsoever (other than a dividend payable solely in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities) shall be paid or declared, and (B) no distribution (other than a distribution of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities) shall be made, on any Common Stock.

C.Liquidation.

1.Preference.  In the event of any liquidation, dissolution or winding up of the Corporation (each a “Liquidation Transaction”), either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of all other series of Preferred Stock that are junior to the Series A Preferred Stock with respect to rights upon liquidation and

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Common Stock by reason of their ownership thereof, an amount per share equal to the Purchase Price (as adjusted for stock splits, stock dividends, reclassifications and the like) for each share of Series A Preferred Stock then held by them, plus accrued and unpaid dividends (the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the Liquidation Preference each such holder is otherwise entitled to receive.

2.Remaining Assets.  Upon the distribution of the Liquidation Preference to the holders of Series A Preferred Stock, the remaining assets in the Corporation shall be distributed ratably among the holders of any shares of outstanding stock of the Corporation ranking junior to the Series A Preferred Stock with respect to rights upon liquidation.

3.Sale of the Corporation.  Upon a merger, consolidation, sale of all or substantially all of the assets, reorganization or similar business combination of the Corporation immediately following which the holders of Common Stock immediately prior to the consummation of such transaction fail to own at least 50% of the common stock of the successor or surviving corporation (a “Sale of the Corporation”), holders of the Series A Preferred Stock shall be entitled to receive the consideration such Series A Preferred Stock would have received had such shares been converted to Common Stock and a fully subscribed Conversion Rights Offering had been consummated immediately prior to the Sale of the Company (the “Sale Consideration”). For purposes herein, a Sale of the Corporation shall be considered a Liquidation Transaction.

D.Conversion.  The Series A Preferred Stock shall be converted into Common Stock at the then applicable Conversion Price (as defined below):

1.Events of Conversion. Each share of Series A Preferred Stock shall be convertible into Common Stock of the Corporation (a “Conversion”) in the event that (i) holders of at least a majority of the outstanding Series A Preferred Stock consent to such Conversion (an “Optional Conversion”), (ii) the Corporation consummates a Qualified IPO (as defined below) (an “IPO Conversion) or (iii) the Corporation, upon action taken by the unanimous approval of the independent directors of the Board of Directors, delivers a written notice (a “Required Conversion Notice”) to the holders of the Series A Preferred Stock requiring such Conversion (a “Required Conversion”). Any Conversion shall trigger the consummation of a Conversion Rights Offering (as defined in Section E below). In the event of and as of the effectiveness of any such Conversion, and in accordance with Section D.7 below, each share of Series A Preferred Stock outstanding shall be converted into such number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) as is determined by dividing (i) the then-current Liquidation Preference by (ii) the Conversion Price (as defined below) in effect on the effective date of the Conversion.

2.Conversion Price.  The conversion price for the Conversion Shares shall be the Purchase Price, as adjusted pursuant to Section F below (the “Conversion Price”); provided, however, that (i) in the event of an IPO Conversion, the Conversion Price shall be the lower of the then-current Conversion Price or 90% of the price per share of the Common Stock offered in

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the Qualified IPO; and (ii) in the event of any Optional Conversion or Required Conversion, and prior to the consummation of such Conversion, the holders of at least a majority of the outstanding Series A Preferred may elect to have the Corporation conduct a Valuation (as defined below) by providing the Corporation with written notice of such election and, if so elected, the Conversion Price shall be the lower of the then-current Conversion Price and a price mutually agreed upon by the Corporation and the Investor, which shall be based principally on the Valuation; provided further, that, in the event of a Required Conversion, if and to the extent that the Corporation and the Investor do not mutually agree on a fair market value price prior to the Required Conversion Deadline (as defined below), then such Conversion Price shall be the lower of the then-current Conversion Price and the price determined by the investment banking firm conducting the Valuation and the Conversion shall be effective no later than the Required Conversion Date. In addition, any Conversion of the Series A Preferred Stock shall be subject to the provisions described in Section E below.

3.Valuation. The term “Valuation” means an independent valuation of the Corporation conducted by a nationally recognized investment banking firm mutually agreed upon by the Corporation and the Investor.

4.Optional Conversion. An Optional Conversion shall be effective upon the date designated by holders of a majority of the outstanding Series A Preferred Stock in a written notice to the Corporation to effect such Optional Conversion (an “Optional Conversion Notice”), and subject to the following sentence, each share of Series A Preferred Stock shall automatically be converted into such number of Conversion Shares based upon the applicable Conversion Price and in accordance with the procedures described in Section D.7 below. In the event of an Optional Conversion, the holders of Series A Preferred Stock shall not be deemed to have converted (i.e. shall not be effective) until a Conversion Rights Offering Registration Statement (as defined below) is effective in accordance with Section E.l.(c) below.

5.IPO Conversion. Unless otherwise agreed by the Corporation and the Investor, each share of Series A Preferred Stock shall automatically be converted into Conversion Shares, based upon the applicable Conversion Price and in accordance with the procedures set forth in Section D.7 below, upon the closing of a firm commitment and underwritten public offering pursuant to an effective registration statement under the Securities Act, on a nationally recognized securities exchange (other than a registration relating solely to a transaction under Rule 145 under the Securities Act or to an employee benefit plan of the Corporation) covering the offer and sale of Common Stock for the account of the Corporation to the public pursuant to which the aggregate gross proceeds received by the Corporation equals or exceeds $75,000,000 (a “Qualified IPO”). In the event of a Qualified IPO, the holders of Series A Preferred Stock entitled to receive Conversion Shares shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the consummation of the Qualified IPO.

6.Required Conversion. Subject to clauses (w), (x), (y) and (z) of this Section D.6, after the date of a Required Conversion Notice a Required Conversion shall be effective upon the effectiveness of the Conversion Rights Registration Statement (as defined in Section E.l(c)), at which time each share of Series A Preferred Stock shall automatically convert to Conversion Shares in accordance with the procedures set forth in Section D.7; provided, however, that (w) if a Required Conversion Notice is delivered at any time after one-year following the Effective

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Date, then holders of a majority of the outstanding Series A Preferred Stock may, by delivery of written notice to the Corporation within five days of the date of the Required Conversion Notice, elect to require that the Corporation postpone a Required Conversion to a date no later than three months after the date of the Required Conversion Notice (the “Required Conversion Deadline”), (x) any Required Conversion may be delayed by the Investor for so long as necessary to conduct the Valuation and agree to any resultant change in the Conversion Price; provided, further, however, that, in the event of a delay by the Investor pursuant to this clause (x), if and to the extent that the Corporation and the Investor do not mutually agree on a fair market value price prior to the Required Conversion Deadline, then (A) such price shall be the lower of the then-current Conversion Price and the price determined by the investment banking firm conducting the Valuation and (B) the Required Conversion shall occur no later than the Required Conversion Deadline, (y) a Required Conversion may not be effected and shall not be effective until a Conversion Rights Offering Registration Statement (as defined below) is effective in accordance with Section E.l.(c) below, and (z) the Corporation may postpone a Required Conversion at any time upon written notice to the holders of the outstanding Series A Preferred Stock for customary blackout events, including any issues with the Corporation’s financial statements or internal controls, for the period during which any blackout event exists.

7.Mechanics of Conversion.

(a)Conversion Procedures for Shares. Following the receipt by the Corporation of an Optional Conversion Notice or the delivery by the Corporation of notice of an IPO Conversion or a Required Conversion Notice (each such notice a “Conversion Notice” and collectively referred to as the “Conversion Notices”), subject in each case to Section E below, the Corporation shall mail to each holder of record (on a record date set by the Board of Directors at least 10 business days prior to the effectiveness of a Conversion Rights Offering Registration Statement) of a certificate or certificates which represented outstanding shares of Series A Preferred Stock (each a “Certificate” and collectively the “Certificates”), and whose shares of Series A Preferred Stock shall be automatically converted on the date so designated in the Optional Conversion Notice, upon the closing of a Qualified IPO or on the date set forth in such Required Conversion Notice (but in no event may such date be prior to the date upon which the Conversion Rights Offering Registration Statement becomes effective) into the right to receive the applicable number of Conversion Shares as set forth herein: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Corporation (or other agent of the Corporation as shall be set forth in the letter of transmittal, the “Corporate Agent”) and shall be in form and substance reasonably satisfactory to the Investor) and (ii) instructions for effecting the surrender of the Certificates in exchange for a certificate or certificates representing Conversion Shares. Upon surrender of a Certificate to the Corporate Agent, together with a duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive, in exchange therefor, subject to Section E below, the Conversion Shares into which such shares of Series A Preferred Stock represented by such Certificate or Certificates so surrendered are convertible, which Certificate or Certificates shall forthwith be cancelled. If Conversion Shares are to be registered in the name of a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition precedent to such Conversion that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer. Until surrendered as contemplated by this Section D.7.(a), each Certificate shall be deemed at any time

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after the effective time of a Conversion as set forth in Section D.4, Section D.5 or Section D.6, as applicable (the “Effective Time”) to represent only the right to receive Conversion Shares as contemplated by this Section D.7.(a) and subject to Section E. For purposes of this Certificate of Designation, the term “Person” shall be construed broadly and mean any individual, corporation, association, partnership (limited or general), limited liability company, joint venture, joint stock company, association, trust, estate, unincorporated organization or government or any agency or political subdivision, or other entity or organization.

(b)Transfer Books: No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Corporation shall be closed and thereafter there shall be no further registration of transfers of shares of Series A Preferred Stock on the records of the Corporation. From and after the Effective Time, the holders of Certificates outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Series A Preferred Stock except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Corporation for any reason, they shall be cancelled and exchanged as provided for in this Section D.7.

8.No Fractional Shares. No fractional shares of Common Stock shall be issued upon the Conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares of Common Stock issuable upon such Conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock to be converted into Common Stock and the number of shares of Common Stock issuable upon such aggregate Conversion. If the Conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of Conversion, as determined in good faith by the Board of Directors.

9.Reservation of Common Stock Issuable upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the Conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all outstanding shares of such Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the Conversion of all then-outstanding shares of such Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Designation.

E.Conversion Rights Offering. In the event of any Conversion of the Series A Preferred Stock, each holder of Series A Preferred Stock shall be required to offer (the “Conversion Rights Offering”) to each then-record holder (on a record date set by the Board of Directors as set forth in Section E.l.(g) below) of Common Stock (including any transferee of such holder but excluding any then-current record holders of Series A Preferred Stock and their controlled or

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controlling affiliates) (each a “Special Conversion Offeree”) the right to purchase up to such Special Conversion Offeree’s pro rata share (based upon, as of the record date, the number of shares of Common Stock owned by such Special Conversion Offeree relative to the number of shares of Common Stock owned by all Special Conversion Offerees, the “Special Offeree Basic Percentage”) of the Special Conversion Shares (as defined below) at a price per share in cash equal to the Conversion Price. In addition, in the event of any Conversion of the Series A Preferred Stock, each holder of Series A Preferred Stock shall be required to offer to each Special Conversion Offeree that elects to purchase its entire Special Offeree Basic Percentage in the Conversion Rights Offering the right to purchase such Special Offeree’s pro rata share (based upon, as of the record date, the number of shares of Common Stock owned by such Special Conversion Offeree relative to the number of shares of Common Stock owned by (i) all Special Conversion Offerees that have elected to purchase their entire Special Offeree Basic Percentage plus (ii) the holders of Series A Preferred Stock, the “Special Offeree Oversubscription Percentage”) of a number of Special Conversion Shares that are not purchased by other Special Conversion Offerees in respect of their Special Offeree Basic Percentages, multiplied by the aggregate Pro Rata Percentage of all Special Conversion Offerees (the “Special Offeree Oversubscription Shares”). Notwithstanding the foregoing, the number of Special Conversion Shares (as calculated pursuant to Section E.1(i) below) may be increased to such amount specified by holders of a majority of Series A Preferred Sock pursuant to delivery of written notice thereof to the Company at or prior to the commencement of the Conversion Rights Offering; provided however, that such number of increased Special Conversion Shares shall not exceed the lesser of (i) the number of shares subscribed for by the Special Conversion Offerees in the Conversion Rights Offering, as so increased or (ii) fifty percent (50%) of the Conversion Shares; provided further, that, notwithstanding the foregoing limitation in (i) or (ii), the number of shares offered to Special Conversion Offerees in the Conversion Rights Offering may never be less than the Special Conversion Shares (as calculated pursuant to Section E.1(i) below).

1.Mechanics of Conversion Rights Offering.

(a)Special Conversion Shares.

(i)Immediately upon a Conversion, each holder of record of Series A Preferred Stock (each a “Surrendering Holder,” and collectively, the “Surrendering Holders”) shall surrender for Conversion to Common Stock its Certificate or Certificates representing shares of Series A Preferred Stock in accordance with Section D.7 above. Upon such surrender of its Certificates, the Corporation shall, promptly after the consummation of the Conversion Rights Offering, issue to each such Surrendering Holder, such number of shares of Common Stock equal to such Surrendering Holder’s pro rata share (based upon the percentage of Series A Preferred Stock held by such Surrendering Holder as of the time immediately prior to the Conversion (its “Series A Percentage”)) of the Conversion Shares, less such Surrendering Holder’s pro rata share (based on its Series A Percentage) of Special Conversion Shares purchased in the Conversion Rights Offering; provided that, the Corporation shall retain for the sale in the Conversion Rights Offering, as set forth below, each Surrendering Holder’s pro rata share (based upon each such Surrendering Holder’s Series A Percentage) of Special Conversion Shares and shall retain all other Conversion Shares until the consummation of the Conversion Rights Offering. “Special Conversion Shares” means a number of shares of Common Stock equal to the quotient obtained by dividing (i) the aggregate Purchase Price of the then

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outstanding shares of Series A Preferred Stock by (ii) the Conversion Price in effect on the effective date of such Conversion and then multiplying such quotient by the aggregate Pro Rata Percentage of all Special Conversion Offerees.

(ii)If any Surrendering Holder fails to execute and deliver such documents reasonably required by the Corporation to effect a Conversion, including, without limitation, its Certificate or Certificates representing Series A Preferred Stock, and such Conversion Rights Offering is subsequently consummated (a “Defaulting Surrendering Holder”), (w) the Corporation may issue Special Conversion Shares properly subscribed and paid for by Special Conversion Offerees and receive the consideration paid by the Special Conversion Offerees for such Special Conversion Shares that would otherwise be paid to the Defaulting Surrendering Holder and the Defaulting Surrendering Holder shall be deemed to have appointed any member of the Board of Directors as such Defaulting Surrendering Holder’s agent to transfer the proper portion of its Conversion Shares to the subscribing Special Conversion Offerees and to receive the consideration in trust for such Defaulting Surrendering Holder, (x) the receipt by the Corporation of the consideration for the Special Conversion Shares owned by such Defaulting Surrendering Holder shall be a valid transfer of such Conversion Shares from the Defaulting Surrendering Holder to the purchasing Special Conversion Offerees and after their names have been entered into the records of the Corporation in purported exercise of the power, the validity of the proceedings shall not be questioned by any Person; (y) the Defaulting Surrendering Holder shall be bound to deliver to the Corporation its Certificate or Certificates representing its shares of Series A Preferred Stock and on such delivery shall be entitled to receive the consideration therefor without interest; and (z) the Defaulting Surrendering Holder shall be liable to and reimburse the Corporation for any and all reasonable fees and expenses (including reasonable attorney’s fees and disbursements) incurred by the Corporation in connection with or arising from the Corporation’s enforcement of the provisions of this Section E.l.(a)(ii) or the defense of the Corporation from any action, suit or proceeding, directly or indirectly, initiated by or on the behalf of any such Defaulting Surrendering Holder in connection with or arising from the Corporation’s enforcement of the provisions of this Section E.l.(a)(ii).

(b)Conversion Rights Offering Documents.

(i) Upon delivery of a Conversion Notice, the Corporation shall prepare an offering memorandum, subscription documents, and all other documents necessary to be distributed to Special Conversion Offerees in order to consummate the Conversion Rights Offering (collectively, the “Conversion Rights Offering Documents”) and a Conversion Rights Offering Registration Statement (as defined below) and to promptly mail such Conversion Rights Offering Documents to Special Conversion Offerees with the Conversion Rights Offering Notice (as defined in Section E.l.(g) below). The Conversion Rights Offering Documents shall be in customary form. The Corporation shall provide to the Investor and the members of the special committee of the Board of Directors of the Corporation established on February 27, 2007, or, if such committee no longer exists, another special committee of the Corporation consisting solely of independent and disinterested directors (the “Special Committee”), copies of the Conversion Rights Offering Documents, and all modifications thereto, prior to the distribution of such Conversion Rights Offering Documents to Special Conversion Offerees and shall consult with the Investor and the Special Committee in connection therewith, and such Conversion Rights Offering Documents shall be in form and substance reasonably satisfactory to the Investor and

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the Special Committee. The Conversion Rights Offering Documents shall not contain any untrue statement of a material fact, and shall not omit to state a material fact necessary to make the statements contained therein, under the circumstances under which such statements were made, not misleading. If, subsequent to the distribution of the Conversion Rights Offering Documents to Special Conversion Offerees, the Corporation or the Investor become aware of any untrue statement or omission of material fact in the Conversion Rights Offering Documents, the Corporation or the Investor shall immediately inform the other. The Corporation shall thereafter promptly prepare and distribute to all Special Conversion Offerees a supplement to the Conversion Rights Offering Documents (the “Conversion Rights Offering Supplement”). Such Conversion Rights Offering Supplement shall clarify and correct any untrue statement or omission. Any Conversion Rights Offering Supplement must be reasonably satisfactory in form and substance to the Investor and the Special Committee.

(ii)The Corporation shall use reasonable commercial efforts to engage a Corporate Agent reasonably satisfactory to the Investor, as the agent for the Conversion Rights Offering and to have such Corporate Agent act as escrow agent for the Conversion Rights Offering.

(iii)Election to Subscribe for Special Conversion Shares. Any Special Conversion Offeree that elects to subscribe for its Special Offeree Basic Percentage of Special Conversion Shares shall fill out a Conversion Rights Offering subscription form and, in the event of an election to subscribe for its Special Offeree Oversubscription Percentage in accordance with Section E above, an oversubscription form, in each case in accordance with the instructions set forth in the Conversion Rights Offering Documents and send such forms back to the Corporation within the Conversion Rights Offering Period (as such term is defined in Section E.l.(g)). At the closing of the Conversion Rights Offering, the Corporation shall issue to each Special Conversion Offeree the number of Special Conversion Shares so subscribed for by such Special Conversion Offeree. Any Special Conversion Shares not so subscribed for (in respect of Special Offeree Basic Percentages and Special Offeree Oversubscription Percentages) within the Conversion Rights Offering Period shall be released to each holder of Series A Preferred Stock on a pro rata basis (based on the of Series A Percentage).

(iv)The Corporation shall provide the Investor with a list of the Special Conversion Offerees no later than three (3) Business Days(1) prior to the date on which the Corporation intends to commence the distribution of the Conversion Rights Offering Documents.

(c)Registration Statement.

(i)In accordance with and subject to Article VIII of the By-Laws of the Corporation (the “By-Laws”), the Corporation shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Conversion Rights Offering Registration Statement”) with the respect to the sale of the Special Conversion Shares in accordance with the Conversion Rights Offering on Form S-l or S-3, as appropriate, or any similar or successor to such forms under the Securities Act or the Securities Exchange Act of

(1)For purposes of this Certificate of Designations, the term “Business Day” means any other day than a Saturday, Sunday or any other day on which banks in the City of New York are required or permitted to be closed.

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1934, as amended (the “Exchange Act”), which Conversion Rights Offering Registration Statement shall include the Surrendering Holders as the selling stockholders in the Conversion Rights Offering (the “Selling Stockholders”) and shall otherwise describe the Corporation, the Conversion Rights Offering, the Selling Stockholders and other matters required by the SEC or deemed desirable by the Selling Stockholders or the Corporation. The parties shall use best efforts to have such statement declared effective as promptly as practicable and, in any event, within 45 days after receipt or delivery of a Conversion Notice (the “Effectiveness Deadline”), subject to any postponement of a Required Conversion permitted hereunder, and, in such case, no later than 10 days after the Required Conversion Deadline, and otherwise subject to the terms and conditions described in this Section E.l.(c).

(ii)The holders of a majority of the Special Conversion Shares shall select counsel to the Selling Stockholders in connection with the Conversion Rights Offering Registration Statement. The Selling Stockholders shall complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably requested by the Corporation in connection with the Conversion Rights Offering Registration Statement; provided that no such Selling Stockholder shall be required to make any representations or warranties in connection with any Conversion Rights Offering Registration Statement other than representations and warranties as to (i) such Selling Stockholder’s ownership of his, her or its Special Conversion Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Selling Stockholder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further that, any obligation of such Selling Stockholder to indemnify any Person, including pursuant to Section E.l(f) shall be several, not joint and several, among such Selling Stockholders selling Special Conversion Shares, and such liability shall be limited to the net amount received by such Selling Stockholder from the sale of his, her or its Special Conversion Shares pursuant to such Conversion Rights Offering Registration Statement, and the relative liability of each such holder shall be in proportion to such net amounts.

(d)Selling Stockholders’ Obligations. It shall be a condition precedent to the obligations of the Corporation to take any action pursuant to this Certificate of Designation with respect to the Conversion Rights Offering Documents and Conversion Rights Offering Registration Statement that Selling Stockholders shall furnish to the Corporation such information regarding such Selling Stockholder, the number of the Special Conversion Shares owned by it, and the intended method of disposition of such securities as shall be reasonably requested to effect the registration of such Selling Stockholder’s Special Conversion Shares, and to cooperate with the Corporation in preparing such registration.

(e)Lockup. Each Surrendering Holder of Special Conversion Shares required, pursuant to this Certificate of Designation, to have such securities included in a Conversion Rights Offering Registration Statement prepared pursuant to Section E.1(c), whether or not such Surrendering Holder’s securities are included therein, as a condition to the Corporation’s registration obligation under Section E.1(c): (i) agrees not to effect any sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than a transfer of the Series A Preferred to an Affiliate (as such term in defined in the Bridge Agreement) of such Surrendering Holder), including a sale pursuant to Rule 144 under the Securities Act (except for resales of the Special

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Conversion Shares pursuant to the Conversion Rights Offering Registration Statement), during the 15-day period prior to, and during the 30-day period beginning on, the date such Conversion Rights Offering Registration Statement is declared effective under the Securities Act by the SEC, provided that such Surrendering Holder is timely notified of such effective date in writing by the Corporation; and (ii) agree to permit the Corporation to impose stop-transfer instructions with respect to the Special Conversion Shares of each such Surrendering Holder until the end of such period.

(f)Indemnification.

(i)The Corporation agrees to indemnity and hold harmless, to the fullest extent permitted by applicable law, each Selling Stockholder, and each of its employees, advisors, agents, representatives, partners, members, officers, and directors, each other Person who participates as an underwriter, broker or dealer in any offering or sale of securities and each other Person who controls such seller or any such participating Person (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Covered Persons”) against, and reimburse, (i) any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable attorneys’ fees and disbursements), based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in the Conversion Rights Offering Registration Statement, any prospectus, or preliminary prospectus included therein or any amendment or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable attorney’s fees), as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (iii) any and all costs and expenses (including reasonable attorney’s fees and disbursements) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission to the extent that any such expense or cost is not paid under clauses (i) or (ii) above; except insofar as any such statements or omissions are made in reliance upon and in strict conformity with written information furnished to the Corporation by such Selling Stockholder or any Covered Person specifically for inclusion in such Conversion Rights Offering Registration Statement, prospectus, preliminary prospectus, amendment or supplement thereto, or document incorporated by reference therein;

(ii)In connection with the Conversion Rights Offering Registration Statement, each Selling Stockholder shall furnish to the Corporation such written information and affidavits as the Corporation reasonably requests for use in connection with the Conversion Rights Offering Registration Statement or any prospectus, or preliminary prospectus included therein or any amendment or supplement thereto or any document incorporated by reference therein and, to the fullest extent permitted by applicable law, each such Selling Stockholder shall indemnify and hold harmless the Corporation and each of its employees, advisors, agents,

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representatives, partners, members, officers and directors and each other Person who controls the Corporation (within the meaning of the Securities Act or the Exchange Act) against, and reimburse, (i) any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and disbursements) based upon, arising out of, related to or resulting from any untrue statement or alleged untrue statement of a material fact contained in the Conversion Rights Offering Registration Statement, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information or affidavit so furnished by such Selling Stockholder or any Covered Person specifically for inclusion in the Conversion Rights Offering Registration Statement, any prospectus, preliminary prospectus, or amendment or supplement thereto; and (ii) any and all costs and expenses (including reasonable attorney’s fees and disbursements) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission to the extent that any such expense or cost is not paid under clause (i) and (ii) above; provided that, the obligation to indemnify shall be several (and not joint) among the Selling Stockholders, and the liability of each such Selling Stockholder shall be in proportion to, and shall be limited to, the net amount received by such Selling Stockholder from the sale of Special Conversion Shares pursuant to such Conversion Rights Offering Documents and Conversion Rights Offering Registration Statement; and provided, further that such Selling Stockholders shall not be liable in any such case to the extent that prior to the distribution or filing of any such Conversion Rights Offering Documents or the Conversion Rights Offering Registration Statement or prospectus or amendment thereof or supplement thereto, including a Conversion Rights Offering Supplement, such seller has furnished in writing to the Corporation information expressly for use in such Conversion Rights Offering Registration Statement or prospectus or any amendment thereof or supplement thereto which corrected or made the information previously furnished to the Corporation not misleading.

(iii)Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person or relieve the indemnifying party of its obligations hereunder unless the indemnifying party is prejudiced by such failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim at the expense of such indemnified person, unless (x) the indemnifying party has agreed to pay such fees or expenses or (y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person, If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnified party shall be entitled to assume and control such defense and to settle and agree to pay in full such claim without the consent of the indemnifying party without prejudice to the ability of the indemnified party to enforce its claim for indemnification against the indemnifying party hereunder.

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(iv)Except as otherwise provided in the preceding paragraph, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent, which consent shall not be unreasonably withheld or delayed. If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim (i) unless such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) if such settlement or compromise provides for injunctive or other non-monetary relief, in each case, unless the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

(v)The indemnification provided for under this Certificate of Designation shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities.

(vi)As used in this Section E.l.(f), the terms “officers” and “directors” shall include the direct or indirect partners or members of Selling Stockholders that are partnerships or limited liability companies, as the case may be.

(vii)The reimbursements required by this Section E.l.(f) shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred; provided that in the event it is ultimately determined that any amounts so paid were not subject to indemnification or contribution hereunder, the recipient thereof shall promptly return such amounts to the payer thereof.

(g)Conversion Rights Notice. Upon or prior to the effectiveness of the Conversion Offering Registration Statement, the Corporation shall establish a record date for determining Special Conversion Offerees and shall promptly send to each Special Conversion Offeree and counsel for the Special Committee a written notice of the Conversion Rights Offering, which shall include, among other things, the Conversion Rights Offering Documents (a “Conversion Rights Offering Notice”). Such Conversion Rights Offering Notice shall be consistent with the requirements of Section 7.2(a) of the By-Laws and the Securities Act, but shall provide for a 30-day continuous offer period (the “Conversion Rights Offering Period”) in lieu of the 20-day offer period referred to in the By-Laws. Notwithstanding anything to the contrary contained herein, in the event that the Conversion Rights Offering is terminated for any reason during such 30-day continuous offer period, unless the Special Committee Agrees otherwise, the Conversion Rights Offering and any related Conversion shall be rescinded, with holders returned to their positions as of immediately prior to the Conversion, including the delivery of Certificates representing the Series A Preferred Stock.

2.Pro Rata Percentage. “Pro Rata Percentage” means, with respect to each holder of Common Stock, a fraction, expressed as a percentage, the numerator of which shall be the

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number of shares of Common Stock held by such holder and the denominator of which shall be the aggregate number of shares of Common Stock issued and outstanding as of the record date or other relevant date of determination.

3Limitation on Conversion Rights Offering. Notwithstanding anything herein to the contrary, the Conversion Rights Offering may only be effected after (i) the date on which the Corporation becomes a reporting company under the Exchange Act, and (ii) the Conversion Rights Offering Registration Statement is declared effective under the Securities Act as more fully described in Section E.1.(c). In addition, the Special Conversion Shares shall be “Registrable Securities” as such term is defined in the By-Laws; provided, however, that upon the purchase of shares of Series A Preferred Stock, each holder of Series A Preferred Stock shall (i) not be entitled to any registration rights relating to the Conversion Rights Offering (and shall be deemed to have waived any piggyback registration rights that such holder would otherwise be entitled to in connection with the Conversion Rights Offering) and (ii) cause their respective affiliates not to exercise any piggyback registration rights relating to the Conversion Rights Offering.

4.Additional Limitation. The Conversion and the Conversion Rights Offering, and any shares of Common Stock obtained thereby, shall be subject to the provisions of Article ELEVENTH, Section D of the Corporation’s Amended and Restated Certificate of Incorporation regarding suspension of voting rights.

F.Anti-dilution and Recomputations of the Conversion Price. The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows:

1.Issuance of Additional Stock below Purchase Price. If the Corporation should issue, at any time after the date upon which any shares of Series A Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the then-current Conversion Price in effect immediately prior to the issuance of such Additional Stock, the Conversion Price in effect immediately prior to each such issuance shall automatically be adjusted as set forth in this Section F.1, unless otherwise provided in this Section F.1.

(a)Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section F.l.(a), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock) outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock (including shares of Common Stock) that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock.

(b)No Fractional Adjustments. No adjustment of the Conversion Price for the Series A Preferred Stock shall be made in an amount less than one cent per share; provided that, any adjustments that are not required to be made by reason of this sentence shall be carried forward and either shall be taken into account in any subsequent adjustment made prior to three

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years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three years from the date of the event giving rise to the adjustment being carried forward.

(c)Determination of Consideration. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the aggregate amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Boad of Directors of the Corporation, provided, however, that if such consideration exceeds One Million Dollars ($1,000,000), the Boad of Directors shall be required to obtain a valuation of such consideration from an independent valuation firm or an investment bank. In the event Additional Stock is issued together with other shares or securities or other assets of the Corporation for consideration which covers both, the consideration for adjustment purposes shall be deemed to be the proportion of such consideration so received for the Additional Stock, computed as provided in the preceding sentences, as determined in good faith by the Board of Directors.

(d)Deemed Issuances of Common Stock. In the case of the issuance of securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Common Stock Equivalents”), the following provisions shall apply for all purposes of this Section F.1:

(i)The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to converting, exchanging or exercising, including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) of any Common Stock Equivalents and subsequent conversion, exchange or exercise thereof shall be deemed to have been issued at the time such Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential anti-dilution adjustments) upon the conversion, exchange or exercise of any Common Stock Equivalents (the consideration in each case to be determined in the manner provided in Section F.1(c)). In any case in which the Conversion Price is adjusted upon the issuance of a Common Stock Equivalent under this Section F.1.(d), no further adjustment to the Conversion Price shall be made upon the issuance of Common Stock resulting from the conversion, exchange or exercise of such Common Stock Equivalent.

(ii)In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon conversion, exchange or exercise of any Common Stock Equivalents, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of such Common Stock Equivalents.

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(e)No Increased Conversion Price. Notwithstanding any other provisions of this Certificate of Designation, including, without limitation, this Section F.1., no adjustment of the Conversion Price pursuant to this Section F.1. shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(f)Additional Stock. For purposes herein, “Additional Stock” shall mean any shares of Common Stock or Common Stock Equivalents issued other than:

(i)Common Stock issued pursuant to stock dividends, stock splits or similar transactions, as described in Section F.2 hereof;

(ii)shares of Common Stock issued or issuable to employees, consultants or directors of the Corporation directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation;

(iii)shares of Common Stock or Common Stock Equivalents issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;

(iv)shares of Common Stock or Preferred Stock issuable upon exercise of warrants outstanding as of the Effective Date;

(v)Common Stock or Common Stock Equivalents issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation;

(vi)shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock;

(vii)shares of Common Stock issued or issuable in a public offering prior to or in connection with which all outstanding shares of Series A Preferred Stock will be converted to Common Stock; and

(viii)shares of Common Stock issued or issuable with the affirmative vote of at least a majority of the then-outstanding shares of Series A Preferred Stock, voting together as a class.

2.Stock Splits and Dividends. In the event the Corporation should, at any time after the date of the issuance of the Series A Preferred, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price of the Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common

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Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in Section F.1(d).

3.Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination or reverse split of the outstanding shares of Common Stock, then, following the record date of such combination or reverse split, the Conversion Price for the Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

4.Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section F or in Section C) provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of such Series A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon Conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section F with respect to the rights of the holders of such Series A Preferred Stock after the recapitalization to the end that the provisions of this Section F (including adjustment of the Conversion Price then in effect and the number of shares of Common Stock issuable upon Conversion of such Series A Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

5.No Impairment. The Corporation will not, through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section F and in the taking of all such action as may be necessary or appropriate in order to protect the right of Conversion of the holders of Series A Preferred Stock against impairment.

G.Certificate of Adjustments. Upon the occurrence of each adjustment of the Conversion Price of Series A Preferred Stock pursuant to Section F above, the Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of such Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such Series A Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the Conversion of a share of such Series A Preferred Stock.

H.Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to

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subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property (including the Conversion Rights Offering), or to receive any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

I.Redemption. The Preferred Stock is not redeemable.

J.Voting Rights. The Series A Preferred Stock shall have no voting rights except as required by law or as set forth in Section K.

K.Protective Provisions.

1.So long as any shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, reclassification and the like), the Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock, voting separately as a class:

(a)take any action that would adversely affect the rights, preferences or privileges of the Series A Preferred Stock, including without limitation, amending, altering or modifying the Certificate of Incorporation (whether by merger, consolidation, conversion or otherwise) or creating any new class or series of stock which has preference over or is on parity with the Series A Preferred Stock with respect to dividends or rights upon liquidation;

(b)increase or decrease (other than by conversion) the total number of authorized shares of Series A Preferred Stock;

(c)redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Series A Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the requirement or option to repurchase such shares upon the occurrence of certain events, such as the termination of employment, or through the exercise of any right of first refusal; or

(d)effect any merger, consolidation, reorganization or other business combination transaction involving the Corporation (including a Sale of the Corporation) unless the Series A Preferred Stock shall continue to remain outstanding following any such transaction in accordance with the terms of this Certificate of Designation or, in the case of a Sale of the Corporation, the holders of Series A Preferred Stock shall receive the Sale Consideration.

L.No Reissuance of Preferred Stock. No share or shares of Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

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M.Notices. Unless otherwise provided herein, any notice required by the provisions of this Certificate of Designation to be given to the holders of shares of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

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The effective time and date of the series herein certified shall be as of the time and date filed with the Secretary of State of the State of Delaware.

Signedon	August 14, 2007
		/s/ Subodh Karnik
		Name:	Subodh Karnik
		Title:	President and CEO

Signature page to Certificate of Designations for

Series A Cumulative Convertible Preferred Stock

of Global Aero Logistics Inc.

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:50 PM 08/21/2007

FILED 04:49 PM 08/21/2007

SRV 070943750 – 4100653 FILE

CERTIFICATE OF DESIGNATION FOR

ADDITIONAL

SERIES A COMMON STOCK

OF

GLOBAL AERO LOGISTICS INC.

Pursuant to Section 151

of the General Corporation Law

of the State of Delaware

Global Aero Logistics Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to authority conferred upon the board of directors of the Company (the “Board”) by its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board, on August 14, 2007, duly approved and adopted the following resolution:

WHEREAS, the Board is authorized by its Certificate of Incorporation, as amended, to establish from time to time the number of authorized and unissued common stock shares to be included in each series of common stock; and

WHEREAS, the Board has determined to increase the shares of Class A Common Stock, a series of the Company’s previously authorized shares, par value $0.0001 per share (the “Class A Common Stock”): and

NOW, THEREFORE, BE IT RESOLVED, that the Company designate an additional 15,188,375 shares of company stock to the Class A Common Stock series as set forth on Annex A.

[Signature page follows.]

		/s/ Doug Yakola
		Doug Yakola
		Senior Vice President and Chief
		Financial Officer
ATTEST:	/s/ Brian Hunt
	Brian Hunt
	Senior Vice President,
	General Counsel and
	Secretary

[Signature Page for Certificate of Designation of Common Stock]

ANNEX A

SERIES A COMMON STOCK

The designation and amount of Class A Common Stock of Global Aero Logistics Inc. (the “Company”) are as follows:

1. DESIGNATION AND AMOUNT

1.1 There is hereby designated out of the 50,000,000, par value $0.0001 per share, authorized shares of capital stock of the Company, 15,188,375 shares of Class A Common Stock. The number of shares constituting the Class A Common Stock series shall increase from 14,708,480 shares to 29,896,855 shares.

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:54 PM 09/17/2007

FILED 10:09 PM 09/17/2007

SRV 071024259 – 4100653 FILE

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Global Aero Logistics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”).

DOES HEREBY CERTIFY:

1.The name of the Corporation is Global Aero Logistics Inc.

2.That the Amended and Restated Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on February 27, 2006(the “Certificate”) and that the Certificate requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

3.The inaccuracy or defect of the Certificate is:

Article Fourth of the Certificate does not specify the amount of capital stock of the Corporation which is authorized to be issued as preferred stock.

4.Article Fourth of the Certificate is corrected to read as follows:

FOURTH: A. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 50,000,000, consisting of 35,000,000 shares of common stock with a par value of $0.0001 and 15,000,000 shares of preferred stock with a par value of $0.0001. 12,308,480 shares of the authorized and unissued common stock of the Corporation are hereby designated “Class A Common Stock” with such rights, preferences, powers, privileges and restrictions, qualifications and limitations as stated in the By laws of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed this 17 day of September, 2007.

by:	/s/ Brian T. Hunt
	Name:	Brian T. Hunt
	Title:	Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:40 PM 02/06/2009

FILED 05:35 PM 02/06/2009

SRV 090113547 – 4100653 FILE

GLOBAL AERO LOGISTICS INC.

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK

(Par Value $0.0001)

Global Aero Logistics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”) pursuant to the authority conferred upon it by the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), at a meeting of the Board of Directors duly held February 5, 2009.

WHEREAS, at a meeting of the Board of the Directors on August 13, 2007, it was resolved that the Corporation was authorized to issue a series of preferred stock, $0.0001 par value, of the Corporation, and the number, designation, powers, preferences and relative, participating optional and other rights, and qualifications, limitations and restrictions thereof, in addition to those set forth in the Amended and Restated Certificate of Incorporation of the Corporation, were contained in a Certificate of Designations for Series A Convertible Cumulative Preferred Stock, filed with the Secretary of State of the State of Delaware on August 14, 2007 (the “Certificate of Designations”);

WHEREAS, on August 14, 2007, 11,507,142 shares of Series A Preferred Stock of the Corporation were issued pursuant to the Certificate of Designations;

WHEREAS, the Board of Directors has determined that it would be in the Corporation’s best interest to modify the terms of the Series A Preferred Stock and to amend and restate the Certificate of Designations to reflect such modifications;

WHEREAS, the Board of Directors and the holder of a majority of the Series A Preferred Stock have agreed to the modifications to the Certificate of Designations as set forth herein;

NOW THEREFORE, BE IT:

RESOLVED, that the number, designation, powers, preferences and other rights, and qualifications, limitations and restrictions of the Corporation’s issued and outstanding Series A Preferred Stock, in addition to those set forth in the Amended and Restated Certificate of Incorporation of the Corporation, are hereby modified and fixed as follows:

SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK

A.Designation.

On August 13, 2007, 11,507,142 shares of preferred stock, $0.0001 par value, of the Corporation (the “Preferred Stock”) were constituted as a series of Preferred Stock designated as Series A Convertible Cumulative Preferred Stock (hereinafter called “Series A Preferred Stock”). On February 5, 2009, an additional 1,992,858 shares of Preferred Stock were designated as Series A Preferred Stock, for a total of 13,500,000 designated shares of Series A Preferred Stock. The number of shares of Series A Preferred Stock may not be increased but may be decreased by a resolution duly adopted by the Board of Directors (or a duly authorized committee thereof), but not below the number of shares of Series A Preferred Stock then outstanding.

Shares of Series A Preferred Stock were issued to MatlinPatterson ATA Holdings LLC (the “Investor”) in connection with, and on the Closing Date under (the “Initial Effective Date”), that certain Bridge and Purchase Agreement, dated as of August 14, 2007, by and between the Corporation and the Investor (the “Bridge Agreement”), in exchange for a price of $14.00 per share (the “Purchase Price”) upon the terms and subject to the conditions set forth in the Certificate of Incorporation and the Bridge Agreement. Additional shares of Series A Preferred Stock were issued to the Investor in connection with, and on the Closing Date under (the “Subsequent Effective Date”), that certain Preferred Stock Purchase Agreement, dated as of February 6, 2009, by and between the Corporation and the Investor (the “Purchase Agreement”), in exchange for a price of the Purchase Price upon the terms and subject to the conditions set forth in the Certificate of Incorporation and the Purchase Agreement.

B.Dividend Provisions.

1.The holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (other than dividends payable in Class A Common Stock of the Corporation (“Common Stock”) or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock, at the annual rate of 16% of the Liquidation Preference (as defined below) until conversion or liquidation, as applicable, as adjusted for stock splits, stock dividends, reclassifications or the like. Such dividends shall be deferred and shall accrete and remain unpaid from the Initial Effective Date or the Subsequent Effective Date, as applicable, and shall accrete from day to day. Such dividends shall be cumulative so that if such dividends in respect of any previous or current annual dividend period, at the annual rate specified above, shall not have been paid when due in accordance with the terms set forth herein, the deficiency shall first be fully paid before any dividend or other distribution shall be paid on or declared and set apart for the Common Stock. The full deferred and accreted amount of such dividends shall be declared by the Corporation upon a conversion of the Series A Preferred Stock into Common Stock or upon a Liquidation Transaction (as defined below) and either (x) in the event of a Conversion, unpaid dividends shall be added to the Liquidation Preference as described below or (y) in the event of a Liquidation Transaction, be payable in cash, but only to the extent assets are legally available therefor and any amounts for which assets are not legally available shall be paid

2

promptly as assets become legally available therefor; any partial payment(s) will be made pro rata among the holders of such shares of Series A Preferred Stock (based on the percentage of Series A Preferred Stock held by each holder as of the time immediately prior to the consummation of such Conversion or Liquidation Transaction). For the avoidance of doubt, upon a Conversion or upon a Liquidation Transaction (i) dividends shall be declared on the Series A Preferred Stock issued on the Initial Effective Date on the amount accrued on such shares until the time of conversion and (ii) dividends shall be declared on the Series A Preferred Stock issued on the Subsequent Effective Date on the amount accrued on such shares until the time of conversion.

Without limiting the foregoing, in the event of a conversion of the Series A Preferred Stock into Common Stock, if and to the extent that the accrued and unpaid dividends as of such conversion is an amount less than $8,000,000, then the amount of accrued and unpaid dividends to be added to the Liquidation Preference shall be $8,000,000.

Unless full dividends on the Series A Preferred Stock for all prior dividend periods from the Initial Effective Date or the Subsequent Effective Date, as applicable, shall have been paid or declared and a sum sufficient for the payment thereof set apart: (A) no dividend whatsoever (other than a dividend payable solely in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities) shall be paid or declared, and (B) no distribution (other than a distribution of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock or other securities) shall be made, on any Common Stock.

C.Liquidation.

1.Preference. In the event of any liquidation, dissolution or winding up of the Corporation (each a “Liquidation Transaction”), either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of all other series of Preferred Stock that are junior to the Series A Preferred Stock with respect to rights upon liquidation and Common Stock by reason of their ownership thereof, an amount per share equal to the Purchase Price (as adjusted for stock splits, stock dividends, reclassifications and the like) for each share of Series A Preferred Stock then held by them, plus accrued and unpaid dividends (the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the Liquidation Preference each such holder is otherwise entitled to receive.

2.Remaining Assets. Upon the distribution of the Liquidation Preference to the holders of Series A Preferred Stock, the remaining assets in the Corporation shall be distributed ratably among the holders of any shares of outstanding stock of the Corporation ranking junior to the Series A Preferred Stock with respect to rights upon liquidation.

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3.Sale of the Corporation. Upon a merger, consolidation, sale of all or substantially all of the assets, reorganization or similar business combination of the Corporation immediately following which the holders of Common Stock immediately prior to the consummation of such transaction fail to own at least 50% of the common stock of the successor or surviving corporation (a “Sale of the Corporation”), holders of the Series A Preferred Stock shall be entitled to receive the consideration such Series A Preferred Stock would have received had such shares been converted to Common Stock and a fully subscribed Conversion Rights Offering (as defined below) had been consummated immediately prior to the Sale of the Corporation (the “Sale Consideration”). For purposes herein, a Sale of the Corporation shall be considered a Liquidation Transaction.

D.Conversion. The Series A Preferred Stock shall be converted into Common Stock at the then applicable Conversion Price (as defined below) as follows:

1.Events of Conversion. Each share of Series A Preferred Stock shall be convertible into Common Stock of the Corporation (a “Conversion”) in the event that (i) holders of at least a majority of the outstanding Series A Preferred Stock consent to such Conversion (an “Optional Conversion”), (ii) the Corporation consummates a Qualified IPO (as defined below) (an “IPO Conversion”) or (iii) the Corporation, upon action taken by the unanimous approval of the independent directors of the Board of Directors, delivers a written notice (a “Required Conversion Notice”) to the holders of the Series A Preferred Stock requiring such Conversion (a “Required Conversion”). Any Conversion shall be subject to and not be effective until the consummation of the Conversion Rights Offering (as defined in Section E below). Upon the consummation of the Conversion Rights Offering, in accordance with Section D.7 below, each share of Series A Preferred Stock outstanding (other than any Redeemed Shares (as defined in Section E below)) shall be converted into such number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) as is determined by dividing (i) the then-current Liquidation Preference by (ii) the Conversion Price (as defined below) in effect on the effective date of the Conversion.

2.Conversion Price. The conversion price for the Conversion Shares shall be the Purchase Price, as adjusted pursuant to Section F below (the “Conversion Price”); provided, however, that (i) in the event of an IPO Conversion, the Conversion Price shall be the lower of the then-current Conversion Price or 90% of the price per share of the Common Stock offered in the Qualified IPO; and (ii) in the event of any Optional Conversion or Required Conversion, and prior to the commencement of the Conversion Rights Offering, the holders of at least a majority of the outstanding Series A Preferred Stock may elect to have the Corporation conduct a Valuation (as defined below) by providing the Corporation with written notice of such election and, if so elected, the Conversion Price shall be the lower of the then-current Conversion Price and a price mutually agreed upon by the Corporation and the Investor, which shall be based principally on the Valuation; provided further, that, in the event of a Required Conversion, if and to the extent that the Corporation and the Investor do not mutually agree on a fair market value price prior to the Required Conversion Deadline (as defined below), then such Conversion Price shall be the lower of the then-current Conversion Price and the price determined by the investment banking firm conducting the Valuation and the Conversion shall be effective no later than the Required Conversion Date. In addition, any Conversion of the Series A Preferred Stock shall be subject to the provisions described in Section E below.

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3.Valuation. The term “Valuation” means an independent valuation of the Corporation conducted by a nationally recognized investment banking firm mutually agreed upon by the Corporation and the Investor.

4.Optional Conversion. Subject to the second sentence of Section D.l above, an Optional Conversion shall be effective upon the date designated by holders of a majority of the outstanding Series A Preferred Stock in a written notice to the Corporation to effect such Optional Conversion (an “Optional Conversion Notice”), and each share of Series A Preferred Stock (other than any Redeemed Shares) shall automatically be converted into such number of Conversion Shares based upon the applicable Conversion Price and in accordance with the procedures described in Section D.7 below.

5.IPO Conversion. Subject to the second sentence of Section D.l above, unless otherwise agreed by the Corporation and the Investor, an IPO Conversion shall be effective upon the closing of a firm commitment and underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on a nationally recognized securities exchange (other than a registration relating solely to a transaction under Rule 145 under the Securities Act or to an employee benefit plan of the Corporation) covering the offer and sale of Common Stock for the account of the Corporation to the public pursuant to which the aggregate gross proceeds received by the Corporation equals or exceeds $75,000,000 (a “Qualified IPO”) and each share of Series A Preferred Stock (other than any Redeemed Shares) shall automatically be converted into such number of Conversion Shares based upon the applicable Conversion Price and in accordance with the procedures described in Section D.7 below. At least 14 days prior to the closing of a Qualified IPO, the Corporation shall deliver written notice to the holders of Series A Preferred Stock of an IPO Conversion (an “IPO Conversion Notice”).

6.Required Conversion. Subject to the second sentence of Section D.l above and to clauses (x) and (y) of this Section D.6, a Required Conversion shall be effective upon the date specified in a Required Conversion Notice and each share of Series A Preferred Stock (other than any Redeemed Shares) shall automatically be converted into such number of Conversion Shares based upon the applicable Conversion Price and in accordance with the procedures set forth in Section D.7; provided, however, that (x) holders of a majority of the outstanding Series A Preferred Stock may, by delivery of written notice to the Corporation within five days of the date of the Required Conversion Notice, elect to require that the Corporation postpone the Conversion Rights Offering in order to conduct a Valuation and any Required Conversion may be delayed by the Investor for so long as necessary to conduct the Valuation and agree to any resultant change in the Conversion Price; provided, further, however, that, if and to the extent that the Corporation and the Investor do not mutually agree on a fair market value price on a date that is prior to three months after the date of the Required Conversion Notice (the “Required Conversion Deadline”), then (A) such price shall be the lower of the then-current Conversion Price and the price determined by the investment banking firm conducting the Valuation and (B) the Conversion Rights Offering shall commence no later than the Required Conversion Deadline, and (y) the Corporation may postpone a Required Conversion at any time upon written notice to the holders of the outstanding Series A Preferred Stock for customary blackout events, including any issues with the Corporation’s financial statements or internal controls, for the period during which any blackout event exists.

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7.Mechanics of Conversion.

(a)Conversion Procedures for Shares. Following the receipt by the Corporation of an Optional Conversion Notice or the delivery by the Corporation of an IPO Conversion Notice or a Required Conversion Notice (each such notice a “Conversion Notice” and collectively referred to as the “Conversion Notices”), subject in each case to Section E below, the Corporation shall mail to each holder of record (on a record date set by the Board of Directors (x) which, in the case of an offering registered under the Securities Act, shall be at least 10 business days prior to the effectiveness of a Conversion Rights Offering Registration Statement or (y) which, in the case of an offering exempt from the registration requirements of the Securities Act, shall be at least 10 days prior to the scheduled closing date of such offering) of a certificate or certificates which represent outstanding shares of Series A Preferred Stock (each a “Certificate” and collectively the “Certificates”), and whose shares of Series A Preferred Stock are being converted at the Effective Time (as defined below) into the right to receive the applicable number of Conversion Shares as set forth herein: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Corporation (or other agent of the Corporation as shall be set forth in the letter of transmittal, the “Corporate Agent”) and shall be in form and substance reasonably satisfactory to the Investor) and (ii) instructions for effecting the surrender of the Certificates. Subject to Section E below, upon surrender of a Certificate to the Corporate Agent, together with a duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor, immediately after the Effective Time, the Conversion Shares into which its shares of Series A Preferred Stock are convertible. Any such Certificate or Certificates so surrendered shall forthwith be cancelled. If Conversion Shares are to be registered in the name of a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition precedent to such Conversion that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer. Until surrendered as contemplated by this Section D.7.(a), each Certificate shall be deemed at any time after the effective time of a Conversion as set forth in Section D.4, Section D.5 or Section D.6, as applicable (the “Effective Time”) to represent only the right to receive Conversion Shares as contemplated by this Section D.7.(a) and subject to Section E. For purposes of this Certificate of Designations, the term “Person” shall be construed broadly and shall mean any individual, corporation, association, partnership (limited or general), limited liability company, joint venture, joint stock company, association, trust, estate, unincorporated organization or government or any agency or political subdivision, or other entity or organization.

(b)Transfer Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Corporation shall be closed and thereafter there shall be no further registration of transfers of shares of Series A Preferred Stock on the records of the Corporation. From and after the Effective Time, the holders of Certificates outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Series A Preferred Stock except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Corporation for any reason, they shall be cancelled and exchanged as provided for in this Section D.7.

8.No Fractional Shares. No fractional shares of Common Stock shall be issued

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upon the Conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares of Common Stock issuable upon such Conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock to be converted into Common Stock and the number of shares of Common Stock issuable upon such aggregate Conversion. If the Conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of Conversion, as determined in good faith by the Board of Directors.

9.Reservation of Common Stock Issuable upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the Conversion of the shares of Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all outstanding shares of such Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the Conversion of all then-outstanding shares of such Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Designations.

E.Conversion Rights Offering. The Conversion Rights Offering (as defined below) may be structured, as determined by the Board, as either an offering registered under the Securities Act, in which case Sections E.l.(c), E.1.(d), E.l.(e) and E.l.(f) shall apply, or an offering exempt from registration under the Securities Act, in which case Sections E.l.(c), E.l.(d), E.l.(e) and E.l.(f) shall not apply. In the event of any Conversion of the Series A Preferred Stock, the Corporation (or, if determined by the Board of Directors, each holder of Series A Preferred Stock) shall offer (the “Conversion Rights Offering”) to each Special Conversion Offeree (as defined below) the right to purchase up to such Special Conversion Offeree’s pro rata share (based upon, as of the record date, the number of shares of Common Stock owned by such Special Conversion Offeree relative to the number of shares of Common Stock owned by all Special Conversion Offerees, the “Special Offeree Basic Percentage”) of the Special Conversion Shares (as defined below) at a price per share in cash equal to the Conversion Price. “Special Conversion Offeree” means (i) in the event the Conversion Rights Offering is registered under the Securities Act, each record holder (on a record date set by the Board of Directors as set forth in Section E.l.(g) below) of Common Stock (including any transferee of such holder) and (ii) in the event the Conversion Rights Offering is exempt from registration under the Securities Act, each record holder that the Board of Directors determines satisfies requirements such that the Conversion Rights Offering is exempt from any registration requirement under the Securities Act (in each of (i) and (ii), excluding any then-current record holders of Series A Preferred Stock and their controlled or controlling affiliates). In addition, the Corporation (or each holder of Series A Preferred Stock, as applicable), shall offer to each Special Conversion Offeree that elects to purchase its entire Special Offeree Basic Percentage in the Conversion Rights Offering the right to purchase such Special Conversion Offeree’s pro rata

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share (based upon, as of the record date, the number of shares of Common Stock owned by such Special Conversion Offeree relative to the number of shares of Common Stock owned by (i) all Special Conversion Offerees that have elected to purchase their entire Special Offeree Basic Percentage plus (ii) the holders of Series A Preferred Stock, the “Special Offeree Oversubscription Percentage”) of a number of Special Conversion Shares that are not purchased by other Special Conversion Offerees in respect of their Special Offeree Basic Percentages, multiplied by the aggregate Pro Rata Percentage (as defined below) of all Special Conversion Offerees (the “Special Offeree Oversubscription Shares”). If the Corporation is making the Conversion Rights Offering, all proceeds received by the Corporation from the Conversion Rights Offering shall be used by the Corporation to redeem shares of Series A Preferred Stock (the “Redeemed Shares”) at a redemption price equal to the Conversion Price.

1.Mechanics of Conversion Rights Offering.

(a)Special Conversion Shares.

(i) “Special Conversion Shares” means a number of shares of Common Stock equal to the quotient obtained by dividing (i) the aggregate Purchase Price of the then outstanding shares of Series A Preferred Stock by (ii) the Conversion Price in effect on the effective date of such Conversion and then multiplying such quotient by the aggregate Pro Rata Percentage of all Special Conversion Offerees. Notwithstanding the foregoing, the number of Special Conversion Shares may be increased to such amount specified by holders of a majority of Series A Preferred Stock pursuant to delivery of written notice thereof to the Company at or prior to the commencement of the Conversion Rights Offering; provided however, that such number of increased Special Conversion Shares shall not exceed the lesser of (i) the number of shares subscribed for by the Special Conversion Offerees in the Conversion Rights Offering, as so increased or (ii) fifty percent (50%) of the Conversion Shares; provided further, that, notwithstanding the foregoing limitation in (i) or (ii), the number of shares offered to Special Conversion Offerees in the Conversion Rights Offering may never be less than the Special Conversion Shares.

(ii) If any holder of record of Series A Preferred Stock fails to execute and deliver such documents reasonably required by the Corporation to effect a Conversion, including, without limitation, its Certificate or Certificates representing Series A Preferred Stock, and such Conversion Rights Offering is subsequently consummated (a “Defaulting Surrendering Holder”), (w) the Corporation may issue Special Conversion Shares properly subscribed and paid for by Special Conversion Offerees and receive the consideration paid by the Special Conversion Offerees for such Special Conversion Shares that would otherwise be paid to the Defaulting Surrendering Holder and the Defaulting Surrendering Holder shall be deemed to have appointed any member of the Board of Directors as such Defaulting Surrendering Holder’s agent to transfer the proper portion of its Conversion Shares to the subscribing Special Conversion Offerees and to receive the consideration in trust for such Defaulting Surrendering Holder; (x) the receipt by the Corporation of the consideration for the Special Conversion Shares owned by such Defaulting Surrendering Holder shall be a valid transfer of such Conversion Shares from the Defaulting Surrendering Holder to the purchasing Special Conversion Offerees and after their names have been entered into the records of the Corporation in purported exercise of the power, the validity of the proceedings shall not be questioned by any Person; (y) the

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Defaulting Surrendering Holder shall be bound to deliver to the Corporation its Certificate or Certificates representing its shares of Series A Preferred Stock and on such delivery shall be entitled to receive the consideration therefor without interest; and (z) the Defaulting Surrendering Holder shall be liable to and reimburse the Corporation for any and all reasonable fees and expenses (including reasonable attorney’s fees and disbursements) incurred by the Corporation in connection with or arising from the Corporation’s enforcement of the provisions of this Section E.l.(a)(ii) or the defense of the Corporation from any action, suit or proceeding, directly or indirectly, initiated by or on the behalf of any such Defaulting Surrendering Holder in connection with or arising from the Corporation’s enforcement of the provisions of this Section E.l.(a)(ii).

(b)Conversion Rights Offering Documents.

(i) Upon delivery of a Conversion Notice, the Corporation shall prepare an offering memorandum, a prospectus, subscription documents, and/or all other documents necessary to be distributed to Special Conversion Offerees in order to consummate the Conversion Rights Offering (collectively, the “Conversion Rights Offering Documents”) and to promptly mail such Conversion Rights Offering Documents to Special Conversion Offerees with the Conversion Rights Offering Notice (as defined in Section E.l.(g) below). The Conversion Rights Offering Documents shall be in customary form. The Corporation shall provide to the Investor and the members of the Board of Directors of the Corporation copies of the Conversion Rights Offering Documents, and all material modifications thereto, prior to the distribution of such Conversion Rights Offering Documents to Special Conversion Offerees and shall consult with the Investor and the independent directors serving on the Board of Directors in connection therewith, and such Conversion Rights Offering Documents shall be in form and substance reasonably satisfactory to the Investor and the independent directors serving on the Board of Directors at such time. The Conversion Rights Offering Documents shall not contain any untrue statement of a material fact, and shall not omit to state a material fact necessary to make the statements contained therein, under the circumstances under which such statements were made, not misleading. If, subsequent to the distribution of the Conversion Rights Offering Documents to Special Conversion Offerees, the Corporation becomes aware of any untrue statement or omission of material fact in the Conversion Rights Offering Documents, the Corporation shall immediately inform the other. The Corporation shall thereafter promptly prepare and distribute to all Special Conversion Offerees a supplement to the Conversion Rights Offering Documents (the “Conversion Rights Offering Supplement”). Such Conversion Rights Offering Supplement shall clarify and correct any untrue statement or omission. Any Conversion Rights Offering Supplement must be reasonably satisfactory in form and substance to the Investor and independent directors serving on the Board of Directors.

(ii) The Corporation shall use reasonable commercial efforts to engage a Corporate Agent reasonably satisfactory to the Investor, as the agent for the Conversion Rights Offering and to have such Corporate Agent act as escrow agent for the Conversion Rights Offering.

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(iii) Election to Subscribe for Special Conversion Shares. Any Special Conversion Offeree that elects to subscribe for its Special Offeree Basic Percentage of Special Conversion Shares shall fill out a Conversion Rights Offering subscription form and, in the event of an election to subscribe for its Special Offeree Oversubscription Percentage in accordance with Section E above, an oversubscription form, in each case in accordance with the instructions set forth in the Conversion Rights Offering Documents and send such forms back to the Corporation within the Conversion Rights Offering Period. At the closing of the Conversion Rights Offering, the Corporation shall issue to each Special Conversion Offeree the number of Special Conversion Shares so subscribed for by such Special Conversion Offeree. Any Special Conversion Shares not so subscribed for (in respect of Special Offeree Basic Percentages and Special Offeree Oversubscription Percentages) within the Conversion Rights Offering Period shall be offered to each holder of Series A Preferred Stock on a pro rata basis (based on the percentage of Series A Preferred Stock held by such holder as of the time immediately prior to the Conversion).

(iv) The Corporation shall provide the Investor with a list of the Special Conversion Offerees no later than three (3) Business Days(1) prior to the date on which the Corporation intends to commence the distribution of the Conversion Rights Offering Documents.

(c)Registration Statement.

(i) This Section E.l.(c) shall only apply in the event that the Conversion Rights Offering is registered under the Securities Act.

(ii) In accordance with and subject to Article VIII of the By-Laws of the Corporation (the “By-Laws”), the Corporation shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Conversion Rights Offering Registration Statement”) with the respect to the sale of the Special Conversion Shares in accordance with the Conversion Rights Offering on Form S-l or S-3, as appropriate, or any similar or successor to such forms under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which Conversion Rights Offering Registration Statement shall describe the Corporation, the Conversion Rights Offering and other matters required by the SEC or deemed desirable by the Corporation. If the Board of Directors determines that each holder of the Series A Preferred Stock shall offer the Special Conversion Shares under the Conversion Rights Offering, the Conversion Rights Offering Registration Statement shall also include (in addition to the information set forth in the preceding sentence) the holders of the Series A Preferred Stock as the selling stockholders (the “Selling Stockholders”), a description of the Selling Stockholders and other matters deemed desirable by the Selling Stockholders. The parties shall use best efforts to have such statement declared effective as promptly as practicable and, in any event, within 45 days after receipt or delivery of a Conversion Notice (the “Effectiveness Deadline”), subject to any postponement of a Required Conversion permitted hereunder, and, in such case, no later than 10 days after the Required Conversion Deadline, and otherwise subject to the terms and conditions described in this Section E.l.(c).

(1)For purposes of this Certificate of Designations, the term “Business Day” means any other day than a Saturday, Sunday or any other day on which banks in the City of New York are required or permitted to be closed.

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(iii) If the Board of Directors determines that each holder of the Series A Preferred Stock shall offer the Special Conversion Shares under the Conversion Rights Offering, the holders of a majority of the Special Conversion Shares shall select counsel to the Selling Stockholders in connection with the Conversion Rights Offering Registration Statement. The Selling Stockholders shall complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably requested by the Corporation in connection with the Conversion Rights Offering Registration Statement; provided that no such Selling Stockholder shall be required to make any representations or warranties in connection with any Conversion Rights Offering Registration Statement other than representations and warranties as to (i) such Selling Stockholder’s ownership of his, her or its Special Conversion Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Selling Stockholder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further that, any obligation of such Selling Stockholder to indemnify any Person, including pursuant to Section E.l.(f) shall be several, not joint and several, among such Selling Stockholders selling Special Conversion Shares, and such liability shall be limited to the net amount received by such Selling Stockholder from the sale of his, her or its Special Conversion Shares pursuant to such Conversion Rights Offering Registration Statement, and the relative liability of each such holder shall be in proportion to such net amounts.

(d)Selling Stockholders’ Obligations. This Section E.l.(d) shall only apply in the event that the Conversion Rights Offering is registered under the Securities Act and the Board of Directors determines that each holder of Series A Preferred Stock shall offer the Special Conversion Shares under the Conversion Rights Offering. It shall be a condition precedent to the obligations of the Corporation to take any action pursuant to this Certificate of Designations with respect to the Conversion Rights Offering Documents and Conversion Rights Offering Registration Statement that Selling Stockholders shall furnish to the Corporation such information regarding such Selling Stockholder, the number of the Special Conversion Shares owned by it, and the intended method of disposition of such securities as shall be reasonably requested to effect the registration of such Selling Stockholder’s Special Conversion Shares, and to cooperate with the Corporation in preparing such registration.

(e)Lockup. This Section E.l.(e) shall only apply in the event that the Conversion Rights Offering is registered under the Securities Act. Each Selling Stockholder of Special Conversion Shares required, pursuant to this Certificate of Designations, to have such securities included in a Conversion Rights Offering Registration Statement prepared pursuant to Section E.l.(c), whether or not such Selling Stockholder’s securities are included therein, as a condition to the Corporation’s registration obligation under Section E.l.(c): (i) agrees not to effect any sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than a transfer of the Series A Preferred Stock to an Affiliate (as such term in defined in the Bridge Agreement) of such Selling Stockholder), including a sale pursuant to Rule 144 under the Securities Act (except for resales of the Special Conversion Shares pursuant to the Conversion Rights Offering Registration Statement), during the 15-day period prior to, and during the 30-day period beginning on, the date such Conversion Rights Offering Registration Statement is declared effective under the Securities Act by the SEC, provided that such Selling Stockholder is timely notified of such effective date in writing by the Corporation; and (ii) agrees to permit the Corporation to impose

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stop-transfer instructions with respect to the Special Conversion Shares of each such Selling Stockholder until the end of such period.

(f)Indemnification.

(i) This Section E.1.(f) shall only apply in the event that the Conversion Rights Offering is registered under the Securities Act and the Board of Directors determines that each holder of Series A Preferred Stock shall offer the Special Conversion Shares under the Conversion Rights Offering.

(ii) The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law, each Selling Stockholder, and each of its employees, advisors, agents, representatives, partners, members, officers, and directors, each other Person who participates as an underwriter, broker or dealer in any offering or sale of securities and each other Person who controls such seller or any such participating Person (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Covered Persons”) against, and reimburse, (i) any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable attorneys’ fees and disbursements), based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in the Conversion Rights Offering Registration Statement, any prospectus, or preliminary prospectus included therein or any amendment or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable attorney’s fees), as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (iii) any and all costs and expenses (including reasonable attorney’s fees and disbursements) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission to the extent that any such expense or cost is not paid under clauses (i) or (ii) above; except insofar as any such statements or omissions are made in reliance upon and in strict conformity with written information furnished to the Corporation by such Selling Stockholder or any Covered Person specifically for inclusion in such Conversion Rights Offering Registration Statement, prospectus, preliminary prospectus, amendment or supplement thereto, or document incorporated by reference therein;

(iii) In connection with the Conversion Rights Offering Registration Statement, each Selling Stockholder shall furnish to the Corporation such written information and affidavits as the Corporation reasonably requests for use in connection with the Conversion Rights Offering Registration Statement or any prospectus, or preliminary prospectus included therein or any amendment or supplement thereto or any document incorporated by reference therein and, to the fullest extent permitted by applicable law, each such Selling Stockholder shall indemnify and hold harmless the Corporation and each of its employees, advisors, agents,

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representatives, partners, members, officers and directors and each other Person who controls the Corporation (within the meaning of the Securities Act or the Exchange Act) against, and reimburse, (i) any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and disbursements) based upon, arising out of, related to or resulting from any untrue statement or alleged untrue statement of a material fact contained in the Conversion Rights Offering Registration Statement, any prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information or affidavit so furnished by such Selling Stockholder or any Covered Person specifically for inclusion in the Conversion Rights Offering Registration Statement, any prospectus, preliminary prospectus, or amendment or supplement thereto; and (ii) any and all costs and expenses (including reasonable attorney’s fees and disbursements) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission to the extent that any such expense or cost is not paid under clause (i) and (ii) above; provided that, the obligation to indemnify shall be several (and not joint) among the Selling Stockholders, and the liability of each such Selling Stockholder shall be in proportion to, and shall be limited to, the net amount received by such Selling Stockholder from the sale of Special Conversion Shares pursuant to such Conversion Rights Offering Documents and Conversion Rights Offering Registration Statement; and provided, further that such Selling Stockholders shall not be liable in any such case to the extent that prior to the distribution or filing of any such Conversion Rights Offering Documents or the Conversion Rights Offering Registration Statement or prospectus or amendment thereof or supplement thereto, including a Conversion Rights Offering Supplement, such seller has furnished in writing to the Corporation information expressly for use in such Conversion Rights Offering Registration Statement or prospectus or any amendment thereof or supplement thereto which corrected or made the information previously furnished to the Corporation not misleading.

(iv) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person or relieve the indemnifying party of its obligations hereunder unless the indemnifying party is prejudiced by such failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim at the expense of such indemnified person, unless (x) the indemnifying party has agreed to pay such fees or expenses or (y) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnified party shall be entitled to assume and control such defense and to settle and agree to pay in full such claim without the consent of the indemnifying party without prejudice to the ability of the indemnified party to enforce its claim for indemnification against the indemnifying party hereunder.

13

(v) Except as otherwise provided in the preceding paragraph, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent, which consent shall not be unreasonably withheld or delayed. If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim (i) unless such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) if such settlement or compromise provides for injunctive or other non-monetary relief, in each case, unless the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

(vi) The indemnification provided for under this Certificate of Designations shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities.

(vii) As used in this Section E.l.(f), the terms “officers” and “directors” shall include the direct or indirect partners or members of Selling Stockholders that are partnerships or limited liability companies, as the case may be.

(viii) The reimbursements required by this Section E.l.(f) shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred; provided that in the event it is ultimately determined that any amounts so paid were not subject to indemnification or contribution hereunder, the recipient thereof shall promptly return such amounts to the payer thereof.

(ix) The Corporation shall provide the Selling Stockholders with accountant comfort letters (if and only if such accountant comfort letters can be reasonably obtained by the Corporation) and other documents customarily requested by underwriters in connection with registered offerings.

(g) Conversion Rights Notice. Upon or prior to the mailing of the Conversion Rights Offering Documents, the Corporation shall establish a record date for determining Special Conversion Offerees and shall promptly send to each Special Conversion Offeree a written notice of the Conversion Rights Offering, which shall include, among other things, the Conversion Rights Offering Documents (a “Conversion Rights Offering Notice”). Such Conversion Rights Offering Notice shall be consistent with the requirements of Section 7.2(a) of the By-Laws and the Securities Act, but shall provide for a 30-day continuous offer period (the “Conversion Rights Offering Period”) in lieu of the 20-day offer period referred to in the By-Laws. Notwithstanding anything to the contrary contained herein, in the event that the Conversion Rights Offering is terminated for any reason during such 30-day continuous offer period, unless the independent directors serving on the Board of Directors agree otherwise, the Conversion Rights Offering and any related Conversion shall be rescinded, with holders returned

14

to their positions as of immediately prior to the Conversion, including the delivery of Certificates representing the Series A Preferred Stock.

2.Pro Rata Percentage. “Pro Rata Percentage” means, with respect to each holder of Common Stock, a fraction, expressed as a percentage, the numerator of which shall be the number of shares of Common Stock held by such holder and the denominator of which shall be the aggregate number of shares of Common Stock issued and outstanding as of the record date or other relevant date of determination.

3.Additional Limitation. The Conversion and the Conversion Rights Offering, and any shares of Common Stock obtained thereby, shall be subject to the provisions of Article ELEVENTH, Section D of the Corporation’s Amended and Restated Certificate of Incorporation regarding suspension of voting rights.

F.Anti-dilution and Recomputations of the Conversion Price.The Conversion Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows:

1.Issuance of Additional Stock below Purchase Price. If the Corporation should issue, at any time after the date upon which any shares of Series A Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the then-current Conversion Price in effect immediately prior to the issuance of such Additional Stock, the Conversion Price in effect immediately prior to each such issuance shall automatically be adjusted as set forth in this Section F.l, unless otherwise provided in this Section F.l.

(a)Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section F.l.(a), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock (including shares of Common Stock) outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock (including shares of Common Stock) that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock.

(b)No Fractional Adjustments. No adjustment of the Conversion Price for the Series A Preferred Stock shall be made in an amount less than one cent per share; provided that, any adjustments that are not required to be made by reason of this sentence shall be carried forward and either shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three years from the date of the event giving rise to the adjustment being carried forward.

(c)Determination of Consideration. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the aggregate amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the

15

issuance and sale thereof. In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Corporation, provided, however, that if such consideration exceeds One Million Dollars ($1,000,000), the Board of Directors shall be required to obtain a valuation of such consideration from an independent valuation firm or an investment bank. In the event Additional Stock is issued together with other shares or securities or other assets of the Corporation for consideration which covers both, the consideration for adjustment purposes shall be deemed to be the proportion of such consideration so received for the Additional Stock, computed as provided in the preceding sentences, as determined in good faith by the Board of Directors.

(d)Deemed Issuances of Common Stock. In the case of the issuance of securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Common Stock Equivalents”), the following provisions shall apply for all purposes of this Section F.l:

(i)The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to converting, exchanging or exercising, including, without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) of any Common Stock Equivalents and subsequent conversion, exchange or exercise thereof shall be deemed to have been issued at the time such Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential anti-dilution adjustments) upon the conversion, exchange or exercise of any Common Stock Equivalents (the consideration in each case to be determined in the manner provided in Section F.l.(c)). In any case in which the Conversion Price is adjusted upon the issuance of a Common Stock Equivalent under this Section F.l.(d), no further adjustment to the Conversion Price shall be made upon the issuance of Common Stock resulting from the conversion, exchange or exercise of such Common Stock Equivalent.

(ii)In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon conversion, exchange or exercise of any Common Stock Equivalents, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of such Common Stock Equivalents.

(e)No Increased Conversion Price. Notwithstanding any other provisions of this Certificate of Designations, including, without limitation, this Section F.l., no adjustment of the Conversion Price pursuant to this Section F.l. shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(f)Additional Stock. For purposes herein, “Additional Stock” shall mean any shares of Common Stock or Common Stock Equivalents issued other than:

16

(i)               Common Stock issued pursuant to stock dividends, stock splits or similar transactions, as described in Section F.2 hereof;

(ii)              shares of Common Stock issued or issuable to employees, consultants or directors of the Corporation directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation;

(iii)             shares of Common Stock or Common Stock Equivalents issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions;

(iv)            shares of Common Stock or Preferred Stock issuable upon exercise of warrants outstanding as of the Initial Effective Date;

(v)             Common Stock or Common Stock Equivalents issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board of Directors of the Corporation;

(vi)            shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock;

(vii)           shares of Common Stock issued or issuable in a public offering prior to or in connection with which all outstanding shares of Series A Preferred Stock will be converted to Common Stock;

(viii)          shares of Common Stock issued or issuable with the affirmative vote of at least a majority of the then-outstanding shares of Series A Preferred Stock, voting together as a class; and

(ix)             shares of Series A Preferred Stock issued on the Subsequent Effective Date.

2.Stock Splits and Dividends. In the event the Corporation should, at any time after the date of the issuance of the Series A Preferred Stock, fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price of the Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in Section F.1.(d).

3.Reverse Stock Splits. If the number of shares of Common Stock outstanding at any

17

time after the Purchase Date is decreased by a combination or reverse split of the outstanding shares of Common Stock, then, following the record date of such combination or reverse split, the Conversion Price for the Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

4.Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section F or in Section C) provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of such Series A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon Conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section F with respect to the rights of the holders of such Series A Preferred Stock after the recapitalization to the end that the provisions of this Section F (including adjustment of the Conversion Price then in effect and the number of shares of Common Stock issuable upon Conversion of such Series A Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

5.No Impairment. The Corporation will not, through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section F and in the taking of all such action as may be necessary or appropriate in order to protect the right of Conversion of the holders of Series A Preferred Stock against impairment.

G.Certificate of Adjustments. Upon the occurrence of each adjustment of the Conversion Price of Series A Preferred Stock pursuant to Section F above, the Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of such Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such Series A Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the Conversion of a share of such Series A Preferred Stock.

H.Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property (including the Conversion Rights Offering), or to receive any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such

18

dividend, distribution or right.

I.Voting Rights. The Series A Preferred Stock shall have no voting rights except asrequired by law or as set forth in Section J.

J.Protective Provisions.

1.             So long as any shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, reclassification and the like), the Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock, voting separately as a class:

(a)         take any action that would adversely affect the rights, preferences or privileges of the Series A Preferred Stock, including without limitation, amending, altering or modifying the Certificate of Incorporation (whether by merger, consolidation, conversion or otherwise) or creating any new class or series of stock which has preference over or is on parity with the Series A Preferred Stock with respect to dividends or rights upon liquidation;

(b)         increase or decrease (other than by conversion) the total number of authorized shares of Series A Preferred Stock;

(c)         redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Series A Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the requirement or option to repurchase such shares upon the occurrence of certain events, such as the termination of employment, or through the exercise of any right of first refusal; or

(d)         effect any merger, consolidation, reorganization or other business combination transaction involving the Corporation (including a Sale of the Corporation) unless the Series A Preferred Stock shall continue to remain outstanding following any such transaction in accordance with the terms of this Certificate of Designations or, in the case of a Sale of the Corporation, the holders of Series A Preferred Stock shall receive the Sale Consideration.

K.No Reissuance of Preferred Stock.  No share or shares of Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Corporation shall be authorized to issue.

L.Notices.  Unless otherwise provided herein, any notice required by the provisions of this Certificate of Designations to be given to the holders of shares of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

19

The effective time and date of the series herein certified shall be as of the time and date filed with the Secretary of State of the State of Delaware.

Signed on 2/6/2009

/s/ Mark M. McMillin
Name:	Mark M. McMillin
Title:	General Counsel & Corporate Secretary

Signature page to Amended and Restated Certificate of Designations

for Series A Cumulative Convertible Preferred Stock

of Global Aero Logistics Inc.

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:19 PM 02/19/2009

FILED 07:19 PM 02/19/2009

SRV 090165699 - 4100653 FILE

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GLOBAL AERO LOGISTICS INC.

Global Aero Logistics Inc., a corporation organized and existing under andby virtue of the General Corporation Law of the State of Delaware (hereinafter referred to as the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST:  That the Board of Directors of the Corporation, by unanimous written consent of its members, filed with the minutes of the Board, duly adopted the following resolution setting forth an amendment to the Corporation’s Amended and Restated Certificate of Incorporation, declaring such amendment to be advisable and in the best interests of the Corporation:

RESOLVED, THAT THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE, BE AMENDED BY CHANGING THE FIRST ARTICLE THEREOF SO THAT, AS AMENDED SAID ARTICLE SHALL BE AND READ AS FOLLOWS:

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Global Aviation Holdings Inc.

SECOND: That in lieu of a meeting and vote of shareholders, a majority of shareholders have provided written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Mark M. McMillin, as an authorized person, this 19th day of February, 2009.

By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

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State of Delaware

Secretary of State

Division of Corporations

Delivered 11:17 AM 03/05/2009

FILED 11:09 AM 03/05/2009

SRV 090239357 - 4100653 FILE

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GLOBAL AVIATION HOLDINGS INC.

Global Aviation Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter referred to as the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: That the Board of Directors of the Corporation duly adopted the following resolution setting forth an amendment to the Corporation’s Amended and Restated Certificate of Incorporation, declaring such amendment to be advisable and in the best interests of the Corporation:

NOW THEREFORE BE IT RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, be amended by changing paragraph A of the fourth article thereof so that, as amended, said paragraph shall be and read as follows:

“A. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 500,000,000 par value of $0.0001 (1/100 of 1 cent) per share. 400,000,000 shares of the authorized and unissued common stock of the Corporation are hereby designated ‘Class A Common Stock,’ with such rights, preferences, powers, privileges and restrictions, qualifications and limitations as stated in the By-laws of the Corporation.”;

SECOND: That in lieu of a meeting and vote of shareholders, a majority of shareholders have provided written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page to follow]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by William A. Garrett, as an authorized person, this 4th day of March, 2009.

By:	/s/ William A. Garrett
	Name: William A. Garrett
	Title: Executive Vice President & Chief Financial Officer

State of Delaware

Secretary of State

Division or Corporations

Delivered 04:23 PM 06/15/2009

FILED 04:23 PM 06/15/2009

SRV 090618743 - 4100653 FILE

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GLOBAL AVIATION HOLDINGS INC.

Global Aviation Holdings Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1.The first paragraph of Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as set forth below:

FOURTH: A. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 500,000,000 par value of $0.0001 (1/100 of 1 cent) per share. 400,000,000 shares of the authorized and unissued common stock of the Corporation are hereby designated “Class A Common Stock,” with such rights, preferences, powers, privileges and restrictions, qualifications and limitations as stated in the By-laws of the Corporation.

Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each 1,000 shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock, par value $0.0001 per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of a fractional interest in one Common Stock shall be entitled to receive cash for such holder’s fractional interest in an amount equal to the product of (x) such fractional interest multiplied by (y) 1,000, multiplied by (z) $1.00.

2.In lieu of a meeting and vote of shareholders, a majority of shareholders has provided written consent to the foregoing amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

3.The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall become effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.

[Signature page to follow]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 15th day of June, 2009.

Global Aviation Holdings Inc.
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Senior Vice President,
General Counsel and Company Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
BY-LAWS OF
NEW ATA HOLDINGS INC.

(As Amended September 29, 2009)

TABLE OF CONTENTS

	Page
ARTICLE I Stockholders Meetings	1
Section 1.1. Annual Meetings	1
Section 1.2. Special Meetings	2
Section 1.3. Notice of Meetings	2
Section 1.4. Adjournments	2
Section 1.5. Quorum	3
Section 1.6. Conduct; Remote Communication	3
Section 1.7. Voting	3
Section 1.8. Proxies	5
Section 1.9. Voting Procedures and Inspectors of Elections	5
Section 1.10. Fixing Date of Determination of Stockholders of Record	6
Section 1.11. List of Stockholders Entitled to Vote	7
Section 1.12. Action By Consent of Stockholders	8
ARTICLE II Board of Directors	9
Section 2.1. Number	9
Section 2.2. Qualification	9
Section 2.3. Election; Resignation; Vacancies	9
Section 2.4. Regular Meetings	10
Section 2.5. Special Meetings	10
Section 2.6. Organization	10
Section 2.7. Quorum; Vote Required for Action	10
Section 2.8. Committees	12
Section 2.9. Telephonic Meetings	12
Section 2.10. Informal Action by Directors	12
Section 2.11. Committee Rules	12
Section 2.12. Reliance upon Records	13
Section 2.13. Interested Directors	13
Section 2.14. Compensation	13
ARTICLE III	13
Section 3.1. Executive Officers; Election; Qualification; Term of Office	13
Section 3.2. Resignation; Removal; Vacancies	14
Section 3.3. Powers and Duties of Executive Officers	14
Section 3.4. Chief Executive Officer	14
Section 3.5. Secretary	14
ARTICLE IV Stock Certificates, Transfers and Redemption	15
Section 4.1. Certificate	15
Section 4.2. Lost, Stolen or Destroyed Certificates; Issuance of New Certificates	15

Section 4.3. Transfers of Stock	15
Section 4.4. Stockholders of Record	16
Section 4.5. Redemption of Stock	16
ARTICLE V Notices	16
Section 5.1. Manner of Notice	16
Section 5.2. Dispensation with Notice	17
Section 5.3. Waiver of Notice	17
ARTICLE VI Indemnification	17
Section 6.1. Right to Indemnification	17
Section 6.2. Prepayment of Expenses	18
Section 6.3. Claims	18
Section 6.4. Non-Exclusivity of Rights	18
Section 6.5. Other Indemnification	18
Section 6.6. Amendment or Repeal	19
ARTICLE VII Stockholders Rights	19
Section 7.1. Transactions with Interested Parties	19
Section 7.2. Preemptive Right	19
Section 7.3. Co-Sale	20
Section 7.4. Delivery of Financial Statements	21
ARTICLE VIII Registration Rights	23
Section 8.1. Piggy-back	23
Section 8.2. Certain Exempt Transactions	23
Section 8.3. Cutbacks	23
Section 8.4. Registration Procedures	23
Section 8.5. Holders’ Obligations	25
Section 8.6. Expenses of Registration	25
Section 8.7. Holdback; Indemnification	26
ARTICLE IX General	26
Section 9.1. Fiscal Year	26
Section 9.2. Seal	26
Section 9.3. Form of Records	26
Section 9.4. Amendment of By-laws	26
ARTICLE X DEFINITIONS	27
Section 10.1. Definitions	27

BY-LAWS
OF

NEW ATA HOLDINGS INC.

ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING SET FORTH IN ARTICLE X

ARTICLE I

Stockholders Meetings

Section 1.1.Annual Meetings.

(a)An annual meeting of stockholders shall be held for the election of directors and the transaction of such other business as may properly be brought before the meeting in accordance with these By-laws at such date, time and place, if any, as may be fixed by resolution of the Board of Directors of the Corporation from time to time. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law.

(b)Only such business shall be conducted at an annual meeting of stockholders as shall have been properly brought before the meeting. For business to be properly brought before the meeting, it must be: (i) authorized by the Board of Directors and specified in the notice, or a supplemental notice, of the meeting, (ii) otherwise brought before the meeting by or at the direction of the Board of Directors or the chairman of the meeting, or (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given written notice thereof to the Secretary of the Corporation, delivered or mailed to and received at the principal executive offices of the Corporation not less than 90 days nor more than 135 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the anniversary date of the preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not later than the close of business on the forty-fifth day following the day on which the first public disclosure of the date of the annual meeting was made. Delivery shall be by hand or by certified or registered mail, return receipt requested. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth as to each item of business the stockholder proposes to bring before the meeting: (1) a description of such item and the reasons for conducting such business at the meeting, (2) the name and address, as they appear on the

Corporation’s records, of the stockholder proposing such business, (3) a representation that the stockholder is a holder of record of shares of stock of the Corporation entitled to vote with respect to such business and intends to appear in person or by proxy at the meeting to move the consideration of such business, (4) the class and number of shares of stock of the Corporation which are beneficially owned by the stockholder (for purposes of the regulations under Sections 13 and 14 of the Securities Exchange Act of 1934, as amended), and (5) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business. No business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the meeting at which any business is proposed by a stockholder shall, if the facts warrant, determine and declare to the meeting that such business was not properly brought before the meeting in accordance with the provisions of this paragraph (b), and, in such event, the business not properly before the meeting shall not be transacted.

Section 1.2.Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Chairman of the Board, if any, or pursuant to a resolution approved by a majority of the whole Board of Directors or by a committee of the Board of Directors authorized to call such meetings and by no other person. The Board of Directors may, in its sole discretion, determine that the special meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law.

Section 1.3.Notice of Meetings. A written notice of each annual or special meeting of stockholders shall be given stating the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these By-laws, such notice of meeting shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting, personally, by mail or, to the extent and in the manner permitted by applicable law, electronically. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4.Adjournments. Any annual or special meeting of stockholders may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with Section 1.3.

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Section 1.5.Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the presence in person or by proxy of the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote at the meeting shall constitute a quorum at each meeting of stockholders. In the absence of a quorum, the stockholders so present may, by the affirmative vote of the holders of stock having a majority of the votes which could be cast by all such holders, adjourn the meeting from time to time in the manner provided in Section 1.4 of these By-laws until a quorum is present. If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business.

Section 1.6.Conduct; Remote Communication. (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence, by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b)If authorized by the Board of Directors in accordance with these By-laws and applicable law, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, (1) participate in a meeting of stockholders and (2) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 1.7.Voting.

(a)Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power on the matter in question.

(b)Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so required by Section 1.9 of these By-laws or so determined by the holders of stock having a majority of the votes which could be cast by the holders of all outstanding stock entitled to vote which are present in person or by proxy at such meeting. Unless otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast in the election of directors. Each other question shall, unless otherwise provided by law, the Certificate of Incorporation or these By-laws, be decided by the

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vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on such question which are present in person or by proxy at the meeting.

(c)Stock of the Corporation standing in the name of another corporation and entitled to vote may be voted by such officer, agent or proxy as the By-laws or other internal regulations of such other corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such other corporation may determine.

(d)Stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting.

(e)A stockholder whose voting stock of the Corporation is pledged shall be entitled to vote such stock unless on the transfer records of the Corporation the pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or such pledgee’s proxy, may represent such shares and vote thereon.

(f)If voting stock is held of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one votes, such act binds all; (ii) if more than one vote, the act of the majority so voting binds all; and (iii) if more than one votes, but the vote is evenly split on any particular matter each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery of the State of Delaware or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.

(g)Stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 1.7 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.

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Section 1.8.Proxies.

(a)Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary an instrument in writing revoking the proxy or another duly executed proxy bearing a later date.

(b)A stockholder may authorize another person or persons to act for such stockholder as proxy (i) by executing a writing authorizing such person or persons to act as such, which execution may be accomplished by such stockholder or such stockholder’s authorized officer, director, partner, employee or agent (or, if the stock is held in a trust or estate, by a trustee, executor or administrator thereof) signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature, or (ii) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission (a “Transmission”) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such Transmission; provided that any such Transmission must either set forth or be submitted with information from which it can be determined that such Transmission was authorized by such stockholder.

(c)Any inspector or inspectors appointed pursuant to Section 1.9 of these By-laws shall examine Transmissions to determine if they are valid. If no inspector or inspectors are so appointed, the Secretary or such other person or persons as shall be appointed from time to time by the Board of Directors shall examine Transmissions to determine if they are valid. If it is determined that a Transmission is valid, the person or persons making that determination shall specify the information upon which such person or persons relied. Any copy, facsimile telecommunication or other reliable reproduction of such a writing or Transmission may be substituted or used in lieu of the original writing or Transmission for any and all purposes for which the original writing or Transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or Transmission.

Section 1.9.Voting Procedures and Inspectors of Elections.

(a)If the Corporation has a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on an interdealer quotation system of a registered national securities association or (iii) held of record by more than 2,000 stockholders, the Board of Directors shall, in advance of any meeting of stockholders, appoint one or more inspectors (individually an “Inspector,” and collectively the “Inspectors”) to act at such meeting and make a written report thereof. The Board of Directors may designate one or more persons as alternate Inspectors to replace any Inspector who shall fail to act. If no Inspector or alternate is

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able to act at such meeting, the chairman of the meeting shall appoint one or more other persons to act as Inspectors. Each Inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of Inspector with strict impartiality and according to the best of his or her ability.

(b)The Inspectors shall (i) ascertain the number of shares of stock of the Corporation outstanding and the voting power of each, (ii) determine the number of shares of stock of the Corporation present in person or by proxy at such meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the Inspectors and (v) certify their determination of the number of such shares present in person or by proxy at such meeting and their count of all votes and ballots. The Inspectors may appoint or retain other persons or entities to assist them in the performance of their duties.

(c)The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at such meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the Inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by any stockholder shall determine otherwise.

(d)In determining the validity and counting of proxies and ballots, the Inspectors shall be limited to an examination of the proxies, any envelopes submitted with such proxies, any information referred to in paragraphs (b) and (c) of Section 1.8 of these By-laws, ballots and the regular books and records of the Corporation, except that the Inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by a stockholder of record to cast or more votes than such stockholder holds of record. If the Inspectors consider other reliable information for the limited purpose permitted herein, the Inspectors, at the time they make their certification pursuant to paragraph (b) of this Section 1.9, shall specify the precise information considered by them, including the person or persons from whom such information was obtained, when and the means by which such information was obtained and the basis for the Inspectors’ belief that such information is accurate and reliable.

Section 1.10.Fixing Date of Determination of Stockholders of Record.

(a)In order that the Corporation may determine the stockholders entitled (i) to notice of or to vote at any meeting of stockholders or any adjournment thereof, (ii) to receive payment of any dividend or other distribution or allotment of any rights, (iii) to exercise any rights in respect of any change, conversion or exchange of stock, (iv) to express consent to corporate action in writing without a meeting, or (v) to take, receive or participate in any other action, the Board of Directors may fix a record date, which shall not be earlier than the date upon which the resolution fixing the record date is adopted by the Board of Directors and which (1) in the case of a determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than 60 nor less than ten days before the date of such meeting; (2) in the case of a determination of

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stockholders entitled to express consent to corporate action in writing without a meeting, shall be not more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall be not more than 60 days before such action.

(b)If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c)A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.11.List of Stockholders Entitled to Vote. The Secretary shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, the list shall be open to the examination of any stockholder during the whole time thereof on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 1.12.          Action By Consent of Stockholders.

(a)               Unless the power of stockholders to act by consent without a meeting is restricted or eliminated by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted.

(b)              Every written consent shall bear the date of signature of each stockholder (or his, her or its proxy) signing such consent. Prompt notice of the taking of corporate action without a meeting of stockholders by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of persons to authorize or take the action were delivered to the Corporation in the manner required by this Section 1.12. All such written consents shall be delivered to the Corporation at its registered office in the State of Delaware, at its principal place of business or to the Secretary. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

(c)               A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of these By-laws, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. Any consent by means of telegram, cablegram or electronic transmission shall be deemed to have been signed on the date on which it was transmitted. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, at its principal place of business or to the Secretary. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to the Secretary if, to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.

(d)              No written consent shall be effective to authorize or take the corporate action referred to therein unless, within 60 days of the earliest dated written consent delivered to the Corporation in the manner required by this Section 1.12, written consents signed by a sufficient number of persons to authorize or take such action are delivered to the Corporation at

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its registered office in the State of Delaware, at its principal place of business or to the Secretary. All such written consents shall be filed with the minutes of proceedings of the stockholders, and actions authorized or taken under such written consents shall have the same force and effect as those authorized or taken pursuant to a vote of the stockholders at an annual or special meeting.

ARTICLE II

Board of Directors

Section 2.1.            Number. The Board of Directors shall consist of no less than three (3) and not more than fifteen (15) directors. The exact number of directors shall be determined from time to time by resolution adopted by affirmative vote of a majority of the Board of Directors. The provisions of this Section 2.1 may be amended only with the approval of 75% of the members of the Board of Directors. [Amended September 29, 2009]

Section 2.2.            Qualification. At least two-thirds of the members of the Board of Directors shall be citizens of the United States under the laws of the United States of America, as defined in Title 49 US Code, section 40102(a)(15), in accordance with applicable precedents of the U.S. Department of Transportation. A person that is not a U.S. citizen may not be a candidate for Director of the Corporation if such person’s election, together with the incumbent Directors that are not candidates for election as Directors at the same time, would cause less than two-thirds of the Corporation’s Directors to be U.S. citizens. If, as a result of the election of Directors in any given year, less than two-thirds of the duly elected Directors will be U.S. citizens, the incumbent Directors, together with the Directors who were elected in the election who are U.S. citizens, shall have the absolute authority to deny such person that is not a U.S. citizen, his office as Director of the Corporation.

Section 2.3.            Election; Resignation; Vacancies.

(a)               Unless the Certificate of Incorporation or an amendment to these By-laws adopted by the stockholders provides for a Board of Directors divided into two or three classes, at each annual meeting of stockholders the stockholders shall elect directors each of whom shall hold office until the next annual meeting of stockholders and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. If the Board of Directors is divided into classes, at each annual meeting at which the term of office of a class of directors expires, the stockholders shall elect directors of such class each to hold office until the annual meeting at which the terms of office of such class of directors expire and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

(b)              Any director may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance.

(c)               Any newly created directorship or any vacancy occurring in the Board of Directors for any reason may be filled by a majority of the remaining directors (excluding any director elected by any class or series of preferred stock), although less than a quorum, or by a plurality of the votes cast in the election of directors at a meeting of stockholders. Each director elected to replace a former director shall hold office until the expiration of the term of office of

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the director whom he or she has replaced and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. A director elected to fill a newly created directorship shall serve until the next annual meeting of stockholders and the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Section 2.4.            Regular Meetings. Unless otherwise determined by the Board of Directors, a regular annual meeting of the Board of Directors shall be held, without call or notice, immediately after and, if the annual meeting of stockholders is held at a place, at the same place as the annual meeting of stockholders, for the purpose of organizing the Board of Directors, electing officers and transacting any other business that may properly come before such meeting. If the stockholders shall elect the directors by written consent of stockholders as permitted by Section 1.12 of these By-laws, a special meeting of the Board of Directors shall be called as soon as practicable after such election for the purposes described in the preceding sentence. Additional regular meetings of the Board of Directors may be held without call or notice at such times as shall be fixed by resolution of the Board of Directors.

Section 2.5.            Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, the Secretary or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. The purpose or purposes of a special meeting need not be stated in the call or notice.

Section 2.6.            Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or if there is none or in his or her absence, by the President, or in his or her absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Except as provided in Section 2.7, a majority of the directors present at a meeting, whether or not they constitute a quorum, may adjourn such meeting to any other date, time or place without notice other than announcement at the meeting.

Section 2.7.            Quorum; Vote Required for Action.

(a)           At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business, except as otherwise provided in these By-laws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum. Unless the Certificate of Incorporation or these By-laws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; provided, however, that until the occurrence of a Termination Event, the vote of all of the members of the Board of Directors shall be required for the following actions by the Corporation (each, a “Major Action”); provided, however, if in a meeting duly called to transact a Major Action, not all members of the Board of Directors are present, then unless the directors who are not present have waived, in writing, their attendance at such meeting, the directors present shall adjourn the meeting (the “Major Action Adjourned Meeting”) to any other date, time or place, and at such Major Action Adjourned Meeting, if a quorum is present and the

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requirement of Section 2.7(b) have been complied with, the Board of Directors may transact such Major Action by a majority vote of the whole Board of Directors:

(i)            selling any of the assets of the Corporation (or permitting any of its controlled subsidiaries to sell any of their assets) to any Qualified Stockholder or Related Party, or (ii) paying any management fees to any Qualified Stockholder or Related Party, or (iii) reimbursing any professionals retained by a Qualified Stockholder or Related Party. Nothing herein will limit (i) the payment of principal, interest or fees by the Corporation to a Qualified Stockholder or Related Party under any loan made to the Corporation by such Qualified Stockholder or Related Party, and (ii) the ability of a shareholder to effect a short-form merger pursuant to 8 Del. C. §253;

(ii)           issuance of capital stock, rights, options or warrants to purchase capital stock, or other securities convertible into or exchangeable for capital stock of the Corporation (except securities issued in connection with the exercise of the Warrants or securities issued under the ALPA Stock Option Plan, the Management Stock Option Plan or any other stock option plan approved by the vote of all members of the Board of Directors of the Corporation), other than for fair value of the shares (which shall be cash, tangible assets or the assets of a bona fide business enterprise) pursuant to valuation procedures adopted in good faith by the Board of Directors of the Corporation, and if such issuance is of ten percent (10%) or more of the Corporation’s issued and outstanding shares and if so requested by any member of the Board of Directors, based on a written valuation by an independent investment bank of national standing; (ii) redeem any of the Corporation’s equity or debt securities, by whomever held, if such redemption were to impair its ability or the ability of its direct or indirect subsidiaries to borrow additional funds or would cause the Corporation or any such direct or indirect subsidiary to become insolvent or unable to satisfy its obligations in the ordinary course; or (iii) redeem any equity securities of the Corporation unless all equity securities of the same class are redeemed proportionately and on the same terms; or

(iii)          altering or repealing these By-laws or the Certificate of Incorporation, adopting new By-laws or amend the Certificate of Incorporation, each in a manner which would materially and adversely affect the rights of the Class A Stockholders of the Corporation.

(b)           The date, time or place of any Major Action Adjourned Meeting shall be set forth in a written notice delivered to each of the members of the Board of Directors and each of the members of the Steering Committee not less than ten Business Days prior to the date of any such Major Action Adjourned Meeting. Any such notice shall be in writing and shall be personally served, delivered by a nationally recognized overnight delivery service with charges prepaid, or transmitted by hand delivery or facsimile, addressed to such address or facsimile number as each such person who shall be entitled to notice hereunder shall have specified most recently by written notice to the Corporation, but may be, alternatively, by

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electronic transmission. Any such notice with regard to a Major Action Adjourned Meeting shall be deemed given on the date of service or transmission if personally served or transmitted by facsimile (with electronic confirmation of receipt); provided, that if delivered or transmitted on a day other than a Business Day or after normal business hours, such notice shall be deemed given on the next Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely deposit of such notice with an overnight delivery service. Rejection or refusal to accept any such notice, or the inability to deliver any such notice because of changed address or facsimile number, of which no written notice was given to the Corporation, shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 2.8.            Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members present at any meeting and not disqualified from voting, whether or not a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in these By-laws or in the resolution of the Board of Directors designating such committee, or an amendment to such resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; except that no such committee shall take any Major Action without the consent of the Board of Directors pursuant to Section 2.7 hereof.

Section 2.9.            Telephonic Meetings. Directors, or any committee of directors designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.9 shall constitute presence in person at such meeting.

Section 2.10.          Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts) or by electronic transmission, and the written consent or consents or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be made in paper form if the minutes of the Corporation are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11.          Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its

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business in the same manner as the Board of Directors conducts its business pursuant to this Article II of these By-laws.

Section 2.12.          Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Section 2.13.          Interested Directors. A director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a financial interest in any other corporation, partnership, association or other organization which is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law of the State of Delaware.

Section 2.14.          Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or a committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for services as a director or committee member. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE III

Officers

Section 3.1.            Executive Officers; Election; Qualification; Term of Office. The Board of Directors shall elect a President and may, if it so determines, elect a Chairman of the Board from among its members. The Board of Directors shall also elect a Secretary and may elect one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Any number of offices may be held by the same person. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and

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qualified or until his or her earlier death, resignation or removal. The Chief Executive Officer, the President and at least two-thirds of the persons designated as executive officers shall at all times be citizens of the United States.

Section 3.2.            Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice to the Chairman of the Board, if any, the President or the Secretary. Unless otherwise stated in a notice of resignation, it shall take effect when received by the officer to whom it is directed, without any need for its acceptance. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. A vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term thereof by the Board of Directors at any regular or special meeting.

Section 3.3.            Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 3.4.            Chief Executive Officer. The Chief Executive Officer of the Corporation shall in general supervise and control all of the business affairs of the Corporation, subject to the direction of the Board of Directors. The Chief Executive Officer may execute, in the name and on behalf of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors or a committee thereof has authorized to be executed, except in cases where the execution shall have been expressly delegated by the Board of Directors or a committee thereof to some other officer or agent of the Corporation.

Section 3.5.            Secretary. In addition to such other duties, if any, as may be assigned to the Secretary by the Board of Directors, the Chairman of the Board, if any, or the President, the Secretary shall (i) keep the minutes of proceedings of the stockholders, the Board of Directors and any committee of the Board of Directors in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (iii) be the custodian of the records and seal of the Corporation; (iv) affix or cause to be affixed the seal of the Corporation or a facsimile thereof, and attest the seal by his or her signature, to all certificates for shares of stock of the Corporation and to all other documents the execution of which under seal is authorized by the Board of Directors; and (v) unless such duties have been delegated by the Board of Directors to a transfer agent of the Corporation, keep or cause to be kept a register of the name and address of each stockholder, as the same shall be furnished to the Secretary by such stockholder, and have general charge of the stock transfer records of the Corporation.

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ARTICLE IV

Stock Certificates, Transfers and Redemption

Section 4.1.            Certificate.

(a)                Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board, if any, or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be facsimile, stamp or other imprint. In case any officer, transfer agent, or registrar who has signed or whose facsimile, stamp or other imprint signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar continued to be such at the date of issue.

(b)                Each certificate evidencing shares of Common Stock shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN LIMITATIONS ON OWNERSHIP AND CONTROL BY, AND TRANSFER TO, NON-U.S. CITIZENS SET FORTH IN THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF THE CORPORATION, AS AMENDED FROM TIME TO TIME.”

Section 4.2.            Lost, Stolen or Destroyed Certificates; Issuance of New Certificates. The Corporation may issue a new certificate for stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such stockholder’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4.3.            Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for stock of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer or, if the relevant stock certificate is claimed to have been lost, stolen or destroyed, upon compliance with the provisions of Section 4.2 of these By-laws, and upon payment of applicable taxes with respect to such transfer, and in compliance with any restrictions on transfer applicable to such stock certificate or the shares represented thereby of which the Corporation shall have notice and subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of stock certificates, the Corporation shall issue a new certificate or certificates for such stock to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of stock shall be made only on the books of the Corporation by the registered holder thereof or by such holder’s attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificate or certificates representing such stock are presented to the Corporation for transfer, both the transferor and transferee request the Corporation to do so.

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Section 4.4.            Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any stock of the Corporation as the holder thereof and shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

Section 4.5.            Redemption of Stock. The Corporation shall not redeem any of its stock except in compliance with the provisions of Section 2.7(a)(ii) of these By-Laws.

ARTICLE V

Notices

Section 5.1.            Manner of Notice. (a) Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, whenever notice is required to be given to any stockholder, director or member of any committee of the Board of Directors, such notice may be given by (i) personal delivery, (ii) depositing it, in a sealed envelope, in the United States mails, first class, postage prepaid, addressed, (iii) delivering to a company for overnight or second day mail or delivery, (iv) delivering it to a telegraph company, charges prepaid, for transmission, or by transmitting it via telecopier, or (v) any other reliable means permitted by applicable law (including, subject to Section 5.1(b), electronic transmission) to such stockholder, director or member, either at the address of such stockholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these By-laws.

(b)           Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these By-laws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation and shall also be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these By-laws shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by another form of electronic transmission, when directed to the stockholder.

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Section 5.2.            Dispensation with Notice.

(a)                Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any stockholder to whom (i) notice of two consecutive annual meetings of stockholders, and all notices of meetings of stockholders or of the taking of action by stockholders by written consent without a meeting to such stockholder during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities of the Corporation during a 12-month period, have been mailed addressed to such stockholder at the address of such stockholder as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting which shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth the then current address of such stockholder, the requirement that notice be given to such stockholder shall be reinstated.

(b)                Whenever notice is required to be given by law, the Certificate of Incorporation or these By-laws to any person with whom communication is unlawful, the giving of such notice to such person shall not be required, and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

Section 5.3.            Waiver of Notice. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee or directors need be specified in any written waiver of notice.

ARTICLE VI

Indemnification

Section 6.1.            Right to Indemnification.

(a)                The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as in effect on the date of adoption of these By-laws or as it may thereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

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corporation, partnership, joint venture or other enterprise, against any and all liability and loss (including judgments, fines, penalties and amounts paid in settlement) suffered or incurred and expenses reasonably incurred by such person; provided that any standard of conduct applicable to whether a director or officer may be indemnified shall be equally applicable to an employee or agent under this Article VI. The Corporation shall not be required to indemnify a person in connection with a proceeding initiated by such person, including a counterclaim or crossclaim, unless the proceeding was authorized by the Board of Directors.

(b)                For purposes of this Article VI: (i) any reference to “other enterprise” shall include all plans, programs, policies, agreements, contracts and payroll practices and related trusts for the benefit of or relating to employees of the Corporation and its related entities (“employee benefit plans”); (ii) any reference to “fines”, “penalties”, “liability” and “expenses” shall include any excise taxes, penalties, claims, liabilities and reasonable expenses (including reasonable legal fees and related expenses) assessed against or incurred by a person with respect to any employee benefit plan; (iii) any reference to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation or trustee or administrator of any employee benefit plan which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, beneficiaries, fiduciaries, administrators and service providers; (iv) any reference to serving at the request of the Corporation as a director, officer, employee or agent of a partnership or trust shall include service as a partner or trustee; and (v) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” for purposes of this Article VI.

Section 6.2.             Prepayment of Expenses. The Corporation shall pay or reimburse the reasonable expenses incurred in defending any proceeding in advance of its final disposition if the Corporation has received an undertaking by the person receiving such payment or reimbursement to repay all amounts advanced if it should be ultimately determined that he or she is not entitled to be indemnified under this Article VI or otherwise.

Section 6.3.             Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.4.             Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5.             Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee,

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partner or agent of another corporation, partnership, joint venture or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture or other enterprise.

Section 6.6.            Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

Stockholders Rights

Section 7.1.            Transactions with Interested Parties. Subject to Sections 2.7(a)(i) and 2.7(a)(ii), no contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest (a “Related Party”) shall be void or voidable solely for this reason, or solely because such director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his, her or their votes are counted for such purpose, if (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Section 7.2.            Preemptive Rights. Prior to the occurrence of a Termination Event, each Class A Stockholder (an “Offeree”) shall have a right to purchase, on the basis of each such Stockholder’s pro-rata portion of all outstanding shares of the Corporation on an as-if-converted basis, all (or any part) of New Securities (as defined below) that the Corporation may, from time to time, propose to sell and issue. The Offeree’s pro rata share shall be the ratio of the number of shares of the Corporation’s Common Stock then held by the Class A Stockholders as of the date of the Rights Notice (as defined in paragraph (a)), to the sum of the total number of outstanding shares of Common Stock as of such date. This preemptive right shall be subject to the following provisions:

(a)           If the Corporation proposes to issue New Securities, it shall give the Offerees written notice (the “Rights Notice”) of its intention, describing the New Securities, the price, the general terms upon which the Corporation proposes to issue them, and the number of shares that the Offeree has the right to purchase under this Section 7.2. Each Offeree shall have twenty (20) days from delivery of the Rights Notice to agree to purchase all or any part of its

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pro-rata share of such New Securities for the price and upon the general terms specified in the Rights Notice, by giving written notice to the Corporation setting forth the quantity of New Securities to be purchased.

(b)           If the Offerees fail to exercise in full the preemptive right within the period specified in paragraph (a), the Corporation shall be entitled, within one hundred eighty (180) days after delivery of the Rights Notice, to sell the unsold New Securities at a price and upon general terms no more favorable to the purchasers thereof than specified in the Rights Notice. If the Corporation shall not have sold the New Securities within said one hundred eighty (180) day period the Corporation shall not thereafter issue or sell any such New Securities without first offering such securities to the Offerees in the manner provided above.

(c)           For the purpose of these By-laws, the term “New Securities” shall mean any shares of common or preferred stock of any kind of the Corporation, whether now or hereafter authorized, and rights, options, or warrants to purchase said shares of common or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of common or preferred stock; provided, however, that “New Securities” shall not include (i) securities issuable upon conversion of the ALPA Options or the Management Options, or securities issuable upon the exercise of the Warrants, or shares of Class A Common Stock issued pursuant to the Plan, and such other Common Stock or options to acquire Common Stock issued to employees, directors or consultants pursuant to an incentive stock option plan to be adopted by the Corporation’s Board of Directors, provided that, to the extent Section 2.7(a)(ii) of these By-Laws is applicable to the issuance of such securities under any such incentive stock option plan, such issuance shall have been approved by the Board of Directors pursuant to Section 2.7 hereof, (ii) securities issued at fair value in connection with any business acquisition, including acquisition of another corporation, business entity or line of business of another business entity by merger, consolidation, purchase of assets, or other reorganization, provided that, to the extent Section 2.7(a)(ii) of these By-Laws is applicable to the issuance of such securities, such issuance shall have been approved by the Board of Directors pursuant to Section 2.7 hereof, (iii) securities offered to the public in an initial public offering (“IPO”), (iv) shares of the Corporation issued in connection with any stock split, stock dividend, recapitalization, reclassification or similar event, or (v) shares or securities exempt from the definition “New Securities” by a resolution adopted by a unanimous vote of the Board of Directors.

Section 7.3.            Co-Sale.

(a)           Prior to a Termination Event, should any Qualified Class A Stockholder (the “Selling Shareholder”) propose to engage in a Qualified Sale (as defined below), each of the other Class A Stockholders (the “Co-Sale Offerees”) shall have the right to participate in such Qualified Sale, in accordance with this Section 7.3, pursuant to the specified terms and conditions of such Qualified Sale. Following an agreement on a Qualified Sale, the Selling Shareholder shall notify the Co-Sale Offerees and the Corporation in writing of the name and address of the proposed purchaser (the “Proposed Purchaser”) and the terms and conditions of such Qualified Sale (the “Co-Sale Notice”). Each Co-Sale Offeree shall be entitled, upon written notice to the Selling Shareholder and the Corporation within twenty (20) days after receipt of the

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Co-Sale Notice, to sell to the Proposed Purchaser up to that number of the shares of the Common Stock of the Corporation owned by such Co-Sale Offeree (the “Equity Shares”) determined by multiplying the total number of shares Common Stock to be sold in the Qualified Sale (the “Offered Shares”) by a fraction the numerator of which is the number of shares of Common Stock owned by such Co-Sale Offeree and the denominator of which is the total number of shares of Common Stock owned by all of the Co-Sale Offerees and the Selling Shareholder. To the extent one or more of the Co-Sale Offerees exercise such right in accordance with the terms and conditions set forth below, the number of shares that the Selling Shareholder may sell pursuant to such Qualified Sale shall be correspondingly reduced. A “Qualified Sale” shall mean either of the following occurring in one or a series of transactions: (i) a sale of shares of the Corporation in which the Proposed Purchaser acquires shares representing 20% or more of the then-outstanding shares of the Corporation, or (ii) a sale of less than 20% of the then-outstanding shares of the Corporation if such sale confers on the Proposed Purchaser the power to appoint a majority of the members of the Board of Directors.

(b)           Any transfer of Common Stock attempted to be made to a Proposed Purchaser as part of a Qualified Sale in violation of this Section 7.3 will be null and void.

(c)           Each certificate evidencing shares of Common Stock issued to a Qualified Class A Stockholder and each certificate issued to a Qualified Class A Stockholder in exchange therefor shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN OBLIGATIONS (INCLUDING CERTAIN CO-SALE OBLIGATIONS IN CONNECTION WITH A QUALIFIED SALE) SET FORTH IN THE BYLAWS OF THE CORPORATION. A COPY OF SUCH BY-LAWS SHALL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH OBLIGATIONS WILL BE NULL AND VOID.”

Section 7.4.            Delivery of Financial Statements.

(a)           Until the earlier of the date on which the Corporation shall close and consummate an IPO or the date on which the Corporation shall file a registration statement with the Securities and Exchange Commission (the “SEC”) in accordance with the requirements of Section 12(g)(1) of the Securities Exchange Act of 1934, as amended (the “FS Termination Date”), the Corporation shall deliver to each Class A Stockholder holding three percent (3%) or more of the Corporation’s issued and outstanding shares and to each other stockholder upon written request to the Corporation, as soon as available, and in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year, unaudited interim consolidated balance sheets of the Corporation and its subsidiaries as at the end of such quarter and the related consolidated statements of income, cash flow, stockholders equity and changes in financial position of the Corporation and its subsidiaries as at the end of and for such quarter, setting forth in each case in comparative form the corresponding figures for and as at the end of the corresponding quarter of the preceding fiscal year, all in reasonable detail and certified by a

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principal financial officer of the Corporation, as prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied (subject to year end adjustments and the absence of footnotes), and fairly presenting the consolidated financial position and results of operations of the Corporation and its subsidiaries for such periods; and

(b)           until the FS Termination Date, the Corporation shall deliver to each Class A Stockholder, within ninety (90) days after the end of each fiscal year of the Corporation, consolidated balance sheets of the Corporation and its subsidiaries as at the end of such year and the related consolidated statements of income, stockholders’ equity and changes in financial position of the Corporation and its subsidiaries for such fiscal year, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of independent public accountants of recognized national standing selected by the Corporation, which report shall state that such consolidated financial statements present fairly the financial position of the Corporation and its subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(c)           Notwithstanding anything else in this Section 7.4 to the contrary, the Corporation may cease providing the information set forth in this Section 7.4 during the period starting with the date sixty (60) days before the Corporation’s good-faith estimate of the date of filing of a registration statement; provided that the Corporation’s covenants under this Section 7.4 shall be reinstated at such time as the Corporation is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

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ARTICLE VIII

Registration Rights

Section 8.1.            Piggy-back. If at any time the Corporation proposes to register any equity securities held by a Qualified Class A Stockholder under the Securities Act in connection with the public offering solely for cash on Form S-1, S-2 or S-3 (or any replacement or successor forms), the Corporation shall promptly give each such holder of Registrable Securities written notice of such registration. Upon the written request of each such holder given within 20 days following the date of such notice, but subject to Section 8.7 hereof, the Corporation shall cause to be included in such registration statement and use its best efforts to be registered under the Securities Act all the Registrable Securities that each such holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to any registration statement covering an underwritten offering of convertible debt securities only. The Corporation shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Article VIII without any obligation or liability to any holder. Each holder of Registrable Securities shall be entitled to have its Registrable Securities included in one registration that shall be declared effective by the SEC pursuant to this Article VIII.

Section 8.2.            Certain Exempt Transactions. Unless otherwise provided herein, the Corporation will not be obligated to effect any registration of Registrable Securities under this Article VIII as a result of the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment and share purchase plans offered solely to current holders of Common Stock, rights offerings or option or other employee benefit plans.

Section 8.3.            Cutbacks. If the Underwriters’ Representative or Agent shall advise the Corporation in writing (with a copy to each Selling Holder) that, in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Corporation Will include in such registration, to the extent of the amount and class which the Corporation is so advised in writing by the Underwriters’ Representative or Agent can be sold without such material adverse effect in such offering: first, all securities proposed to be sold by the Corporation for its own account; second, the Registrable Securities requested to be included in such registration by the Qualified Class A Stockholder and the Selling Holders of Registrable Securities pursuant to this Article VIII, pro rata based on the estimated gross proceeds from the sale thereof; and third all other securities requested to be included in such registration.

Section 8.4.            Registration Procedures. Whenever required under Article VIII to effect the registration of any Registrable Securities, the Corporation shall:

(a)           Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use the Corporation’s commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the registration statement and prior to effectiveness thereof, the Corporation shall furnish to one firm

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of counsel for all persons (other than Corporation) selling securities pursuant to such registration statement, copies of all such documents in the form substantially as proposed to be filed with the SEC prior to filing for review and comment by such counsel.

(b)           Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act and rules thereunder with respect to the disposition of all securities covered by such registration statement. If the registration is for an underwritten offering, the Corporation shall amend the registration statement or supplement the prospectus whenever required by the terms of the underwriting agreement entered into pursuant to Section 8.4(b). Pending such amendment or supplement each such Holder shall cease making offers or Transfers of Registrable Securities pursuant to the prior prospectus. In the event that any Registrable Securities included in a registration statement subject to, or required by, this Section 8.4 remain unsold at the end of the period during which the Corporation is obligated to use its best efforts to maintain the effectiveness of such registration statement, the Corporation may file a post-effective amendment to the registration statement for the purpose of removing such Securities from registered status.

(c)           Furnish to each Selling Holder of Registrable Securities, without charge, such numbers of copies of the registration statement, any pre-effective or post-effective amendment thereto, the prospectus, including each preliminary prospectus and any amendments or supplements thereto, in each case in conformity with the requirements of the Securities Act and the rules thereunder, and such other related documents as any such Selling Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by such Selling Holder.

(d)           Promptly notify each Selling Holder of any stop order issued or threatened to be issued by the SEC in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(e)           Make available for inspection by any Selling Holder, any underwriter participating in such offering and the representatives of such Selling Holder and Underwriter (but not more than one firm of counsel to such Selling Holders), all financial and other information as shall be reasonably requested by them, and provide the Selling Holder, any underwriter participating in such offering and the representatives of such Selling Holder and Underwriter the reasonable opportunity to discuss the business affairs of the Corporation with its principal executives and independent public accountants who have certified the audited financial statements included in such registration statement, in each case all as necessary to enable them to exercise their due diligence responsibility under the Securities Act; provided, however, that information that the Corporation determines, in good faith, to be confidential and which the Corporation advises such Person in writing, is confidential shall not be disclosed unless such Person signs a confidentiality agreement reasonably satisfactory to the Corporation or the related Selling Holder of Registrable Securities agrees to be responsible for such Person’s breach of confidentiality on terms reasonably satisfactory to the Corporation.

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(f)            Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement.

(g)           Use the Corporation’s commercially reasonable efforts to cause the Registrable Securities covered by such registration statement (i) if the Common Stock is then listed on a securities exchange or included for quotation in a recognized trading market, to continue to be so listed or included for a reasonable period of time after the offering, and (ii) to be registered with or approved by such other United States or state governmental agencies or authorities as may be necessary by virtue of the business and operations of the Corporation to enable the Selling Holders of Registrable Securities to consummate the disposition of such Registrable Securities.

(h)           Use the Corporation’s commercially reasonable efforts to provide a CUSIP number for the Registrable Securities prior to the effective date of the first registration statement including Registrable Securities.

(i)            Take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities included in each such registration.

Section 8.5.            Holders’ Obligations. It shall be a condition precedent to the obligations of the Corporation to take any action pursuant to these By-laws with respect to the Registrable Securities of any Selling Holder of Registrable Securities that such Selling Holder shall:

(a)           Furnish to the Corporation such information regarding such Selling Holder, the number of the Registrable Securities owned by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Selling Holder’s Registrable Securities, and to cooperate with the Corporation in preparing such registration;

(b)           Agree to sell their Registrable Securities to the underwriters at the same price and on substantially the same terms and conditions as the Corporation or the other Persons on whose behalf the registration statement was being filed have agreed to sell their securities, and to execute the underwriting agreement agreed to by the Corporation and the Qualified Class A Stockholder.

Section 8.6.            Expenses of Registration. The Corporation shall bear and pay all expenses incurred in connection with any registration, filing, or qualification of Registrable Securities incurred in connection with any registration pursuant to Article VIII for each Selling Holder, including all registration, filing and National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with securities laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Corporation, and of the Corporation’s independent public accountants, including the expenses of “cold comfort” letters required by or incident to such performance and compliance, and the reasonable fees and disbursements of one firm of counsel for all Selling Holders in such registration statement, which firm of counsel shall be chosen by the largest Selling Holder and

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will be reasonably satisfactory to the other Selling Holders (the “Registration Expenses”), but excluding underwriting discounts and commissions relating to Registrable Securities (which shall be paid on a pro rata basis by the Selling Holders of Registrable Securities).

Section 8.7.            Holdback; Indemnification.

(a)           Each Holder entitled, pursuant to this Article VIII, to have Registrable Securities included in a registration statement prepared pursuant to this Article VIII, if so requested by the Underwriters’ Representative or Agent in connection with an offering of any securities covered by a registration statement filed by Corporation, whether or not Holder’s securities are included therein, shall, as a condition to the Corporation’s registration obligation under this Article VIII: (i) agree not to effect any public sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten or agented registration), during the 15-day period prior to, and during the 90-day period beginning on, the date such registration statement is declared effective under the Securities Act by the SEC, provided that such Holder is timely notified of such effective date in writing by the Corporation or such Underwriters’ Representative or Agent; and (ii) agree to permit the Corporation to impose stop-transfer instructions with respect to the Registrable Securities of each such Holder until the end of such period.

(b)           Each Selling Holder and the Corporation shall enter into such mutual indemnification and contribution covenants as are customary in registration rights agreements.

ARTICLE IX

General

Section 9.1.            Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. Absent any contrary resolution, the fiscal year shall end on December 31 of each year.

Section 9.2.            Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 9.3.            Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, electronic format or any other information storage device, provided that the records so kept can be converted into clearly legible foam within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 9.4.            Amendment of By-laws. Except as provided in Section 2.7(a)(iii), these By-laws may be altered or repealed, and new By-laws made, by the majority vote of the

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whole Board of Directors, but the stockholders, subject to such restrictions as shall be set forth in the Corporation’s Certificate of Incorporation, may make additional By-laws and may alter and repeal any By-laws whether adopted by them or otherwise by the affirmative vote of the holders of at least a majority of the outstanding voting power of the Corporation’s capital stock entitled to vote thereon, voting together as a single class.

ARTICLE X

DEFINITIONS

Section 10.1.          Definitions. For purposes of these By-laws:

(a)           “Affiliate” means, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. The term “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;

(b)           “Agent” means the principal placement agent on an agented placement of Registrable Securities;

(c)           “ALPA Option Shares” has the meaning set forth in the Plan;

(d)           “ALPA Option Plan” has the meaning set forth in the Plan;

(e)           “Business Day” means any day, other than a Saturday or Sunday, on which national banking institutions in New York, New York are open.

(f)            “Certificate of Incorporation” means the Certificate of Incorporation of the Corporation.

(g)           “Class A Common Stock” shall have the meaning set forth in the Certificate of Incorporation of the Corporation, as may be amended from time to time.

(h)           “Class A Stockholder” means a holder of the Corporation’s Class A Common Stock or any direct or indirect transferee thereof;

(i)            “Common Stock” means (i) the common stock, par value $.01 per share, of the Corporation, and (ii) shares of capital stock of the Corporation issued by the Corporation in respect of or in exchange for shares of such common stock in connection with any stock dividend or distribution, stock split-up, recapitalization, recombination or exchange by the Corporation generally of shares of such common stock;

(j)            “Creditors Committee” has the meaning set forth in the Plan.

(k)           “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved

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and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process;

(l)            “FS Termination Date” has the meaning set forth in Section 7.4(a);

(m)          “Management Incentive Shares” has the meaning set forth in the Plan;

(n)           “Management Stock Option Plan” has the meaning set forth in the Plan;

(o)           “Plan” means the First Amended Joint Chapter 11 Plan for Reorganizing Debtors, dated December 14, 2005, filed in the United States Bankruptcy Court, Southern District of Indiana, Indianapolis Division, by ATA Holdings Corp. and certain of its subsidiaries;

(p)           “Qualified Class A Stockholder” means a Class A Stockholder which holds at least 25% of the voting stock of the Corporation;

(q)           “Qualified Stockholder” means a stockholder which holds at least 25% of the voting stock of the Corporation;

(r)            “Registrable Securities” means: (i) the Common Stock owned (or issuable upon the conversion or exercise of any Warrant) on the date of determination by any Class A Stockholder and any Qualified Class A Stockholder, (ii) any shares of Common Stock or other securities issued as (or issuable upon the conversion or exercise of any Warrant) a dividend or other distribution with respect to, or in exchange by the Corporation generally for, or in replacement by the Corporation generally of, such shares; and (iii) any securities issued in exchange for such shares in any merger or reorganization of the Corporation; provided, however, that Registrable Securities shall not include any securities which have theretofore been registered and sold pursuant to the Securities Act or which have been sold to the public pursuant to Rule 144 or any similar rule promulgated by the SEC pursuant to the Securities Act, and, provided further, the Corporation shall have no obligation under Article VIII to register any Registrable Securities if the Corporation shall deliver to the holders thereof requesting such registration an opinion of counsel reasonably satisfactory to such holders and their counsel to the effect that the proposed sale or disposition of all of the Registrable Securities for which registration was requested does not require registration under the Securities Act for a sale or disposition in a single public sale, and offers to remove any and all legends restricting transfer from the certificates evidencing such Registrable Securities;

(s)           “Related Party” has the meaning set forth in Section 7.1;

(t)            “Securities Act” means the Securities Act of 1933, as amended;

(u)           “Selling Holders” means, with respect to a specified registration pursuant to Article VIII, holders whose Registrable Securities are included in such registration;

(v)           Termination Event” means the earlier to occur of (i) a Qualified IPO, and (ii) the date on which no Class A Stockholder or Affiliate thereof collectively hold a majority of the voting equity securities, or have the power to elect a majority of the Board of Directors, of

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the Corporation. A “Qualified IPO” means the Corporation’s initial underwritten public offering of its shares pursuant to an effective registration statement under the Securities Act, or equivalent law of another jurisdiction, following which the Shares of the Corporation have a Market Value of at least $75,000,000 (excluding any shares held directly or indirectly by Matlin Patterson ATA Holdings LLC or any Affiliate or successor thereof). “Market Value” of the shares of the Corporation on a given date shall be the closing price on such date on the stock exchange on which such shares are primarily listed, as reported by The Wall Street Journal (Northeast edition) or any other authoritative source available to the public selected by the Corporation multiplied by the number of outstanding shares of the Corporation;

(w)          “Underwriters’ Representative” means the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters’ Representative by the co-managers;

(x)            “Warrants” has the meaning set forth in the Warrant Agreement; and

(y)           “Warrant Agreement” has the meaning set forth in the Plan.

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EXHIBIT C

Amended Steering Committee Letter

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MATLINPATTERSON ATA HOLDINGS LLC

520 Madison Avenue, 35^th Floor
New York, New York 10022

February 28, 2006

The Official Committee of Unsecured Creditors

appointed pursuant to section 1102(a) of the

Bankruptcy Code in the Chapter 11 Cases

Dear Messrs. Cotton and Calavritinos:

Re: New ATA Holdings Inc.

We refer to the First Amended Joint Chapter 11 Plan for Reorganizing Debtors, dated December 14, 2005, filed in the United States Bankruptcy Court, Southern District of Indiana, Indianapolis Division, by ATA Holdings Corp. and certain of its subsidiaries (the “Plan”). All capitalized terms used but not defined herein shall have the meaning set forth in the Plan.

1.             The Creditors Committee hereby confirms that on or immediately prior to the Effective Date, it will establish a post-Effective Date Steering Committee (the “Steering Committee”). The Steering Committee will be composed of not less than three U.S. Creditor Shareholders of New ATA Holdings Inc. (the “New Holding Company” under the Plan) from among the five largest U.S. Creditor Shareholders of New ATA Holdings Inc. (the “Corporation”) from time to time. On or immediately prior to the Effective Date, the Steering Committee shall notify the Corporation in writing of its composition and provide, with respect to each of its members, a Certificate of U.S. Citizenship, and thereafter provide such information and Certificate of U.S. Citizenship with respect to any new member no later than ten business days following any change in its composition; provided, however, that the failure to so notify the Corporation will not relieve MPAH (as herewith defined) of the obligations set forth in Section 2 hereof, except to the extent that MPAH has been prejudiced materially by such failure (failure to provide a Certificate of U.S. Citizenship by any new member of the Steering Committee will be considered a material prejudice to MPAH). The term “U.S. Creditor Shareholder” means a holder of New Shares which (i) received such New Shares on account of its Allowed Class 6 Claims or any direct or indirect transferee thereof, and (ii) is a U.S. Person. The term “U.S. Person” means (i) in the case of a natural person, a citizen of the United States, and (ii) in the case of an entity, an entity organized under the laws of the United States or a state thereof which has certified in writing (such certification being referred to as a “Certificate of U.S. Citizenship”) to the Corporation that not more than 5% of its outstanding voting shares or capital interests are directly or indirectly held by non-U.S. citizens.

2.             Matlin Patterson ATA Holdings LLC (“MPAH”, which is the “New Investor” under the Plan) hereby confirms, for the benefit of the U.S. Creditor Shareholders, that until the occurrence of a Termination Event (as such term is defined in the By-Laws of the Corporation), MPAH will vote its shares in the Corporation to re-elect, annually, the director designated by the Creditors Committee to the initial Board of Directors of the Corporation (the “Board”). If, during or following the initial term or any subsequent term of such director or any successor (the “Committee Director”), MPAH wishes to dismiss the Committee Director or does

not wish to have the Committee Director re-elected to the Board, or if the Committee Director resigns or is no longer able to serve on the Board, the Steering Committee will designate a successor to such Committee Director (who must be reasonably acceptable to MPAH).

The rights conferred on the Steering Committee pursuant to this letter shall not be transferable or assignable and shall lapse and be of no further force or effect upon any attempted transfer or assignment thereof.

If prior to a Termination Event, MPAH should engage in a Qualified Sale (as defined in the By-Laws), as a condition to such Qualified Sale, MPAH will procure from the purchaser that it assumes in writing the obligations of MPAH set forth in Section 2 hereof with respect to the shares acquired by such purchaser from MPAH.

To the extent not governed by the Bankruptcy Code, this Letter Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed in that State without reference to its conflict of laws rules. The parties hereto agree that the appropriate and exclusive forum for any disputes arising out of this Agreement shall be (i) on or prior to the Effective Date, the Bankruptcy Court, or (ii) after the Effective Date, the U.S. District Court for the Southern District of New York, and the parties hereto irrevocably consent to the exclusive jurisdiction of such courts, and agree to comply with all requirements necessary to give such courts jurisdiction.

Please indicate your agreement to the foregoing by executing and returning to us (by fax, email or overnight courier) a copy of this letter.

Very truly yours,
MATLIN PATTERSON ATA HOLDINGS LLC
By:	/s/ Michael J. Watzky
	Name:	Michael J. Watzky
	Title:	President

ACKNOWLEDGED AND AGREED TO

BY THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

APPOINTED PURSUANT TO SECTION 1102(A) OF THE BANKRUPTCY CODE IN THE CHAPTER 11 CASES:

By:	Flying Food Group, LLC,
	Co-Chair
	By:	/s/ David Cotton
		David Cotton
		Authorized Representative

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By:
	David Cotton
	Authorized Representative

By:	John Hancock Funds,
	Co-Chair
	By:	/s/ Arthur Calavritinos
		Arthur Calavritinos
		Authorized Representative

ACKNOWLEDGED AND AGREED TO BY
NEW ATA HOLDINGS INC.:

By:	/s/ John Denison
	Name:	John Denison
	Title:	President

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2009 (the “Effective Date”) by and between Global Aero Logistics Inc., a Delaware corporation (the “Company”), and Robert R. Binns (“Executive”).

WHEREAS, Executive and Company desire to amend and restate the employment agreement entered into by and between the parties effective as of February 6, 2008 (as thereafter amended, both collectively the “Prior Agreement”) which sets forth the terms and conditions for Executive’s continued employment with the Company primarily for the purpose of conforming the provisions of the Prior Agreement to the requirements of Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms.  In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment.  The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”).  The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish an effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities.  During the Term, Executive will serve as Chief Executive Officer and in such additional executive positions as the Company may designate from time to time during the Term.  Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Board of Directors.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of

1

loyalty and the highest standards of conduct in the performance of Executive’s duties will not, except. as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits.  During the term, the Executive shall be entitled to the following compensation and benefits:

5.1Annual Base Salary.  The Company shall pay Executive a base salary at the annual rate of no less than FIVE HUNDRED TWENTY-FIVE THOUSAND Dollars and 00/100 ($525,000.00) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment.  The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board of Directors.

5.2Incentive Compensation.  Executive will be given the opportunity to earn an annual incentive bonus calculated on 100% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”).  For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3Eligibility for Equity Awards.  Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to executive officers of the Company.  Nothing herein shall affect any stock option, restricted stock, performance share, performance unit or other equity previously awarded to the Executive.

5.4Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

5.5Paid Time Off.  Executive shall be ‘entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave

2

collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

5.6Perquisites.  Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7Travel Benefits.  Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

5.8Reimbursement of Expenses; In-Kind Benefits.  All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement.  All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime.  The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.  Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred.  Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9Changes to Compensation Structure.  The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation.  As long as such changes are applicable broadly and equitably to all Executive officers, such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement.

6.Termination of Employment.

6.1Grounds for Termination.  Executive’s employment may be terminated, (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason. In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2Notice of Termination.  Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.

6.3Payments Upon Termination Without Cause or for Good Reason.  If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

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(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12) months (or twenty four (24) months for Termination Without Cause within ninety (90) days following a Change in Control), of: (i) Base Salary and (ii) the target Annual Bonus in effect at the time of termination.  Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation.  The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (ii) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (iii) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of: (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (ii) payment for his or her unused PTO as of the Date of Termination; and (iii) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case to the applicable terms and conditions of such plans as in effect from time to time (such amounts under clauses (i), (ii), and (iii) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section

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409A9(a)(2)(B)9(i), any such payments due during the first six months following the Executive’s Date of Termination will be delayed and will be paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be provided until the first day of the seventh month following Executive’s Date of Termination.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement

6.4Termination Due to Death.  If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death.  Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation of Base Salary payments for an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5Termination Due to Disability.  If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination.  Upon the termination of this Agreement because of Disability the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any Outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of

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Termination or (ii) the maximum option term as set forth by the applicable option award;

(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

6.6Termination For Cause.  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6.  Upon termination of Executive’s employment by the Company for Cause, the obligation to pay or provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreement shall terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except Executive shall be paid the Accrued Obligations.

7.Severance Release.  Executive acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company; provided, however, that such Release Agreement shall not affect or relinquish:

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(a)any vested rights Executive may have under any insurance or other employee benefits plans sponsored by the Company;

(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

(c)any claims for reimbursement of business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section 11 of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination.  In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

9.No Duplication.  Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information).  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company (or its Affiliates).  During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies

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thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates).  Executive acknowledges and agrees that Executive’s obligations under this Section 10 shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with Company for whatever reason.

11.Restrictive Covenants.  Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates.  Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (1) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least 33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business on behalf of the U.S. Department of Defense.

Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided: (i) any increase in Executive’s ownership. of such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (ii) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2Non-Solicitation of Employees.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit, hire, employ or attempt to hire or employ any person who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3Non-Interference With Contractors and Vendors.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel,

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withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

11.4Nondisparagement.  To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors.

11.5Direct or Indirect Activities.  Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person. or entity, and regardless of the capacity in which Executive is acting, including without limitation as an employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6Survival of Restrictive Covenants.  Executive acknowledges and agrees that Executive’s obligations under Sections 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement.  If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable or unenforceable for any reason, such covenant, provision or portion thereof shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law.  The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies.  Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

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13.Indemnification.  The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

14.Assignment.

14.1Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2Non-Assignment by Executive.  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

15.Notice.  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aero Logistics Inc.

101 World Drive

Peachtree City, GA 30269

Attention: General Counsel

If to Executive:

Robert R. Binns

4491 Jenkins Way

Douglasville, GA 30135

A notice delivered personally shall be deemed delivered and effective as of the date of delivery.  A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier.  A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

16.Miscellaneous.

16.1Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

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16.2Modification.  This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

16.3Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.4Tax Withholding.  The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5Contractual Rights to Benefits.  Nothing herein contained shall required or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

16.6Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein.  In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7No Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at anyone or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.8Section 409A Standards.  The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”).  The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A.  To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to Internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9Governing Law; Choice of Forum.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Slate of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to

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the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action relating to this Agreement shall be commenced und maintained exclusively before any appropriate state court of record in Fayette County, Georgia, or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties hereby irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

16.10Service Credit.  Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company.

IN WITNESS WHEREOF, Global Aero Logistics Inc., and Executive have executed this Agreement, as of the Effective Date.

GLOBAL AERO LOGISTICS INC.		EXECUTIVE
By:	/s/ Marc Chodock	/s/ Robert R. Binns
Marc Chodock
Member of the Board of Directors &		Robert R. Binns
Compensation Committee Chairman

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ATTACHMENT A - DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aero Logistics Inc.

(c)“Cause” means the occurrence of one or more of the following events: (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conduct or willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent or tortuous conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure to comply with the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and shall be deemed to have occurred upon the occurrence of anyone or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aero Logistics Inc. or of all of the issued and outstanding capital stock of Global Aero Logistics Inc.; or

(ii)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aero Logistics Inc.) of beneficial ownership of more than fifty percent (50%) of the outstanding equity of interests of Global Aero Logistics Inc.; or

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(iii)the acquisition by any individual, entity, or group (excluding Matlin Patterson) of a controlling interest (i.e. “golden share”) that would allow such individual, entity or group to exercise effective control of and/or veto power with respect to the Company; or

(iv)solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which is no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason the effective date of termination specified in the applicable Notice of Termination which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

i.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

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ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

iii.the relocation of the Company’s principal office, or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to a location more than fifty (50) miles from the current Peachtree City, Georgia location.

(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or if later the Executive’s knowledge of occurrence of the event(s));

(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause.  For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered a termination of employment by the Company Without Cause.

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ATTACHMENT B — INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not. by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful.  The termination of any Claim, by judgment, order, settlement (whether with our without Court approval), or conviction or upon a pleas of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2.

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative, or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful” as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

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6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counsel or persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines.  The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses, Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification.  The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive.  On receipt of an application, the court, after giving notice to the Company and giving the Company opportunity to present to the court any information or evidence relating to the Claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitle to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above.  If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim promptly as they are incurred upon receipt of an undertaking by or on behalf of Executive to repay such amount if Executive is determined not to be entitled to indemnification.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that the Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer.

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid in

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settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2009 (the “Effective Date”) by and between Global Aero Logistics Inc., a Delaware corporation (the “Company”), and William A. Garrett (“Executive”).

WHEREAS, Executive and Company desire to amend and restate the employment agreement entered into by and between the parties effective as of November 1, 2007 (the “Prior Agreement”) which sets forth the terms and conditions for Executive’s continued employment with the Company primarily for the purpose of conforming the provisions of the Prior Agreement to the requirements of Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms. In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment. The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”). The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish and effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities. During the Term, Executive will serve as Executive Vice President & Chief Financial Officer and in such additional executive positions. as the Company may designate from time to time during the Term. Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Chief Executive Officer.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of loyalty and the highest standards of conduct in the performance of Executive’s duties; will not, except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit

or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits. During the Term, the Executive shall be entitled to the following compensation and benefits:

5.1.Annual Base Salary. The Company shall pay Executive a base salary at the annual rate of no less than THREE HUNDRED FIFTY THOUSAND Dollars and 00/100 ($350,000.00) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment. The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board Directors.

5.2.Incentive Compensation. Incentive Compensation. Executive will be given the opportunity to earn an annual incentive bonus calculated on 75% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”). For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3.Eligibility for Equity Awards.  Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to executive officers of the Company.  Nothing herein shall affect any stock option, restricted stock, performance share, performance unit or other equity previously awarded to the Executive.

5.4.Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

5.5.Paid Time Off.  Executive shall be entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

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5.6.Perquisites. Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7.Travel Benefits. Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time. Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

5.8.Reimbursement of Expenses; In-Kind Benefits. All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement. All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9.Changes to Compensation Structure. The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation. As long as such damages are applicable broadly and equitably to all Executive officers; such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement.

5.10.Expense Reimbursement. The Company shall reimburse Executive for documented out-of-pocket expenses in accordance with Company policy including commuting expenses from the Executive’s home in Virginia. The Company shall provide Executive a car and housing allowance of $3,000.00 per month for living and transportation arrangements in Peachtree City, GA. The benefits provided in this Section shall expire on October 31, 2009.

6.Termination of Employment.

6.1.Grounds for Termination. Executive’s employment may be terminated (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason. In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2.Notice of Termination. Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.

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6.3.Payments Upon Termination Without Cause or for Good Reason. If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12)  months (or twenty four (24) months for Termination Without Cause within ninety (90) days following a Change in Control), of: (i) Base Salary and (ii) the target Annual Bonus in effect at the time of termination. Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation. The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (ii) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (iii) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of: (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (ii) payment for his or her unused PTO as of the Date of Termination; and (iii) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case, to the applicable terms and conditions of such plans as in effect from time to time (such amounts under clauses (i), (ii), and (iii) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time. Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section 

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409A9(a)(2)(B)9(i), any such payments due during the first six months following the Executive’s Date of Termination will be delayed and will be paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be provided until the first day of the seventh month following Executive’s Date of Termination. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

6.4.Termination Due to Death. If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death. Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation of Base Salary payments for, an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option terms as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5.Termination Due to Disability. If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination. Upon the termination of this Agreement because of Disability, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

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(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at, the time. Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

6.6.Termination For Cause. At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6. Upon termination of Executive’s employment by the Company for Cause, the obligation to pay or provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreements all terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7.Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except, Executive shall be paid, the Accrued Obligations.

7.Severance Release. Executive acknowledges and agrees that as a, condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company;’ provided, however, that such Release Agreement shall not affect or relinquish:

(a)any vested rights Executive may have under any insurance or other, employee benefits plans sponsored by the Company;

(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

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(c)any claims for reimbursement of business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section 11 of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination. In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

9.No Duplication. Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with .the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information. Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets except in the course of Executive’s work for and on behalf of the Company (or its Affiliates). During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights. or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the ·Company. Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates). Executive acknowledges and agrees that Executive’s obligations under this Section 10 shall survive the expiration or termination of this Agreement and the cessation of Executive’s  employment with Company for whatever reason.

11.Restrictive Covenants. Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique

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and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates. Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill. Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1.Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (1) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least .33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business, on behalf of the U.S. Department of Defense.

Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided: (i) any increase in Executive’s ownership of such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (ii) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2.Non-Solicitation of Employees. During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit, hire, employ or attempt to hire or employ or any person, who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3.Non-Interference With Contractors and Vendors. During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers, or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

11.4.Nondisparagement. To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the, character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors.

11.5.Direct or Indirect Activities.   Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 and prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity,

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and regardless of the capacity in which Executive is acting, including without limitation as an employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6.Survival of Restrictive Covenants. Executive acknowledges and agrees that Executive’s obligations under Section 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7.Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement. If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable or unenforceable for any reason such covenant, provision or portion thereof shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law. The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies. Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having· to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

13.Indemnification. The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

14.Assignment.

14.1.Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2.Non-Assignment by Executive. The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

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15.Notice. Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aero Logistics Inc. 9

101 World Drive

Peachtree City, GA 30269

Attention: General Counsel

If to Executive:

William A. Garrett

36543 Innisbrook Circle

Purcellville, VA 20132

A notice delivered personally shall be deemed delivered and effective as of the date of delivery. A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier. A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

16.Miscellaneous.

16.1.Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

16.2.Modification. This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except· by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

16.3.Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.4.Tax Withholding. The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5.Contractual Rights to Benefits. Nothing herein contained shall required or be deemed to require; or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

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16.6.Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein. In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7.No Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at anyone or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.8.Section 409A Standards. The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”). The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A. To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9.Governing Law; Choice of Forum. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary. This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty. The parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Fayette County, Georgia; or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties hereby· irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts

16.10.Service Credit. Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company.

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IN WITNESS WHEREOF, Global Aero Logistics Inc., and Executive have executed this Agreement, as of the Effective Date.

GLOBAL AERO LOGISTICS INC.		EXECUTIVE
By:	/s/ Robert R. Binns	/s/ William A. Garrett
Name:  Robert R. Binns, Chief Executive Officer		Name: William A. Garrett

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ATTACHMENT A - DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when, used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aero Logistics Inc.

(c)“Cause” means the occurrence of one or more of the following events: (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conductor willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent or tortuous conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating· the instructions which Executive has failed or refused to follow; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure to comply with the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and shall be deemed to have occurred upon the occurrence of anyone or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aero Logistics Inc. or of all of the issued and outstanding capital stock of Global Aero Logistics Inc.; or

(ii)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aero Logistics Inc.) of beneficial ownership of more than fifty percent (50%) of the outstanding equity of interests of Global Aero Logistics Inc.; or

(iii)the acquisition by any individual, entity, or group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”) that .would allow such individual, entity or group to exercise effective control of and/or veto power with respect to the Company; or

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(iv)solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which is no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason the effective date of termination specified in the applicable Notice of Termination which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

i.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

iii.the relocation of the Company’s principal office, or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to, a location more than fifty (50) miles from the current Peachtree City, Georgia location.

(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or, if later the Executive’s knowledge of occurrence of the event(s));

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(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that; together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right. to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause. For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered· a termination. of employment by the Company Without Cause.

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ATTACHMENT B - INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful. The termination of any Claim, by judgment, order, settlement (whether with our without court approval), or conviction or. upon a pleas of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2.

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative; or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful” as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

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6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counsel or persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines. The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses. Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification. The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive. On receipt of an application, the court, after giving notice, to the Company and giving the Company opportunity to present to the court any information or evidence relating to the claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitled to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above. If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim promptly as they are incurred upon receipt of an undertaking by or on behalf of Executive to repay such amount if Executive is determined not to be entitled to indemnification.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that he Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer.

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an

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applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

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EX-10.2(A)

Exhibit 10.2(a)

FIRST AMENDMENT

To That

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

Of

WILLIAM A. GARRETT

This First Amendment (the “First Amendment”) to that certain Amended and Restated Employment Agreement effective as of January 1, 2009 by and between Global Aviation Holdings, Inc. (formerly Global Aero Logistics Inc.), a Delaware corporation (the “Company”), and William A. Garrett (the “Executive”), is made and entered into as of this 15th day of December 2009 (Global and Executive hereinafter collectively the “Parties”).

WHEREAS, Executive and Company entered into that certain Amended and Restated Employment Agreement effective as of January 1, 2009 (the “Agreement”) which sets forth the terms and conditions for Executive’s continued employment; and

WHEREAS, the Parties hereto desire to amend certain provisions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Article 5.10, “Expense Reimbursement,” is hereby deleted in its entirety and is replaced with:

“5.10       Expense Reimbursement.  The Company shall reimburse Executive for documented out-of-pocket expenses in accordance with Company policy including commuting expenses from the Executive’s home in Virginia.  The Company shall provide Executive a car and housing allowance of up to a maximum of $2,000.00 per month for living and transportation arrangements in Peachtree City, GA.  The benefits provided in this Section shall expire on October 31, 2010.”

2.             Continuing Effect.  Except as otherwise amended hereby, all terms and conditions set forth in the Agreement shall remain in full force and effect and are incorporated by reference herein.  Capitalized terms used but not defined herein shall have the same meaning as in the Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment effective as of the month, day and year set forth above.

GLOBAL AVIATION HOLDINGS, INC.
By:	/s/ Mark M. McMillin
	Mark M. McMillin
	Sr. VP, General Counsel & Corporate Secretary
EXECUTIVE
	/s/ William A. Garrett
	William A. Garrett

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2009 (the “Effective Date”) by and between Global Aero Logistics Inc., a Delaware corporation (the “Company”), and Charles P. McDonald (“Executive”).

WHEREAS, Executive and Company desire to amend and restate the employment agreement entered into by and between the parties effective as of February 6, 2008, as thereafter amended on April 9, 2008 (the employment agreement as amended, collectively the “Prior Agreement”) which sets forth the terms and conditions for Executive’s continued employment with the Company primarily for the purpose of conforming the provisions of the Prior Agreement to the requirements of Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms.  In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment.  The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”).  The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish an effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities.  During the Term, Executive will serve as President and in such additional executive positions as the Company may designate from time to time during the Term.  Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Chief Executive Officer.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of loyalty and the highest standards of conduct in the performance of Executive’s duties; will not,

except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits.  During the Term, the Executive shall be entitled to the following compensation and benefits:

5.1Annual Base Salary.  The Company shall pay Executive a base salary at the annual rate of no less than FOUR HUNDRED THOUSAND Dollars and 00/100 ($400,000) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment.  The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board of Directors.

5.2Incentive Compensation.  Executive will be given the opportunity to earn an annual incentive bonus calculated on 75% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”).  For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3Eligibility for Equity Awards.  Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to executive officers of the Company.  Nothing herein shall affect any stock option, restricted stock, performance share, performance unit or other equity previously awarded to the Executive.

5.4Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

5.5Paid Time Off.  Executive shall be entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

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5.6Perquisites.  Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7Travel Benefits.  Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

5.8Reimbursement of Expenses; In-Kind Benefits.  All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement. All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9Changes to Compensation Structure. The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation.  As long as such changes are applicable broadly and equitably to all Executive officers, such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement.

6.Termination of Employment.

6.1Grounds for Termination.  Executive’s employment may be terminated (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason.  In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2Notice of Termination.  Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.

6.3Payments Upon Termination Without Cause or for Good Reason.  If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12) months (or twenty four (24) months for Termination Without

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Cause within ninety (90) days following a Change in Control), of: (i) Base Salary and (ii) the target Annual Bonus in effect at the time of termination.  Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation.  The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (ii) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (iii) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of: (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (ii) payment for his or her unused PTO as of the Date of Termination; and (iii) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case to the applicable terms and conditions of such plans as in effect from time to time (such amounts under clauses (i), (ii), and (iii) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section 409A9(a)(2)(B)9(i), any such payments due during the first six months following the Executive’s Date of Termination will be delayed and will be paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be

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provided until the first day of the seventh month following Executive’s Date of Termination.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

6.4Termination Due to Death.  If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death.  Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation of Base Salary payments for an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5Termination Due to Disability.  If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination.  Upon the termination of this Agreement because of Disability, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under

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any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

6.6Termination For Cause.  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6.  Upon termination of Executive’s employment by the Company for Cause, the obligation to pay or provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreement shall terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except Executive shall be paid the Accrued Obligations.

7.Severance Release.  Executive acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company; provided, however, that such Release Agreement shall not affect or relinquish:

(a)any vested rights Executive may have under any insurance or other employee benefits plans sponsored by the Company;

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(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

(c)any claims for reimbursement of business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section II of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination.  In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

9.No Duplication.  Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information.  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company (or its Affiliates).  During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates).  Executive acknowledges and agrees that Executive’s obligations under this Section 10

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shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with Company for whatever reason.

11.Restrictive Covenants.  Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates.  Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (l) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least 33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business on behalf of the U.S. Department of Defense.

Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided:  (i) any increase in Executive’s ownership of such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (ii) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2Non-Solicitation of Employees.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit, hire, employ or attempt to hire or employ or any person who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3Non-Interference With Contractors and Vendors.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

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11.4Nondisparagement.  To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors.

11.5Direct or Indirect Activities.  Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 and prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, and regardless of the capacity in which Executive is acting, including without limitation as an employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6Survival of Restrictive Covenants.  Executive acknowledges and agrees that Executive’s obligations under Sections 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement.  If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable or unenforceable for any reason, such covenant, provision or portion thereof shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law.  The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies.  Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

13.Indemnification.  The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

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14.Assignment.

14.1Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2Non-Assignment by Executive.  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

15.Notice.  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aero Logistics Inc.

101 World Drive

Peachtree City, GA 30269

Attention: General Counsel

If to Executive:

Charles P. McDonald

43 Creek Ridge Drive

LaGrange, GA 30240

A notice delivered personally shall be deemed delivered and effective as of the date of delivery. A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier. A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

16.Miscellaneous.

16.1Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

16.2Modification.  This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

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16.3Counterparts.  This Agreement may be executed in one (I) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.4Tax Withholding.  The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5Contractual Rights to Benefits.  Nothing herein contained shall required or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

16.6Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein. In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7No Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at anyone or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.8Section 409A Standards.  The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”).  The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A.  To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to Internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9Governing Law; Choice of Forum.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Fayette County, Georgia, or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties

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hereby irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

16.10Service Credit.  Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company,

IN WITNESS WHEREOF, Global Aero Logistics Inc” and Executive have executed this Agreement, as of the Effective Date.

GLOBAL AERO LOGISTICS INC.		EXECUTIVE
By:	/s/ Robert R. Binns	/s/ Charles P. McDonald
Name:  Robert R. Binns		Name: Charles P. McDonald
Title:    Chief Executive Officer

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ATTACHMENT A - DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aero Logistics Inc.

(c)“Cause” means the occurrence of one or more of the following events: (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conduct or willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent or tortuous conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure to comply with the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and shall be deemed to have occurred upon the occurrence of anyone or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aero Logistics Inc. or of all of the issued and outstanding capital stock of Global Aero Logistics Inc.; or

(ii)(ii) the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aero Logistics Inc.) of beneficial ownership of more than fifty percent (50%) of the outstanding equity of interests of Global Aero Logistics Inc.; or

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(iii)(iii) the acquisition by any individual, entity, or group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”) that would allow such individual, entity or group to exercise effective control of and/or veto power with respect to the Company; or

(iv)(iv) solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which is no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason the effective date of termination specified in the applicable Notice of Termination which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

i.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

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iii.the relocation of the Company’s principal office, or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to a location more than fifty (50) miles from the current Peachtree City, Georgia location.

(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or if later the Executive’s knowledge of occurrence of the event(s));

(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause.  For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered a termination of employment by the Company Without Cause.

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ATTACHMENT B - INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful.  The termination of any Claim, by judgment, order, settlement (whether with our without court approval), or conviction or upon a pleas of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2.

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative, or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful” as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

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6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counselor persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines.  The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses.  Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification.  The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive.  On receipt of an application, the court, after giving notice to the Company and giving the Company opportunity to present to the court any information or evidence relating to the claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitle to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above.  If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim promptly as they are incurred upon receipt of an undertaking by or on behalf of Executive to repay such amount if Executive is determined not to be entitled to indemnification.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that he Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer.

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid in

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settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

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EX-10.4

Exhibit 10.4

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2009 (the “Effective Date”) by and between Global Aero Logistics Inc., a Delaware corporation (the “Company”), and Mark M. McMillin (“Executive”).

WHEREAS, Executive and Company desire to amend and restate the employment agreement entered into by and between the parties effective as of August 15, 2007 (the “Prior Agreement”) which sets forth the terms and conditions for Executive’s continued employment with the Company primarily for the purpose of conforming the provisions of the Prior Agreement to the requirements of Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms.  In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment.  The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”).  The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish an effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities.  During the Term, Executive will serve as Senior Vice President, General Counsel & Corporate Secretary and in such additional executive positions as the Company may designate from time to time during the Term.  Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Chief Executive Officer.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of

loyalty and the highest standards of conduct in the performance of Executive’s duties; will not, except, as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits.  During the Term, the Executive shall be entitled to the following compensation and benefits:

5.1Annual Base Salary.  The Company shall pay Executive a base salary at the annual rate of no less than TWO HUNDRED FIFTY THOUSAND Dollars and 00/100 ($250,000.00) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment.  The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board of Directors.

5.2Incentive Compensation.  Executive will be given the opportunity to earn an annual incentive bonus calculated on 60% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”).  For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3Eligibility for Equity Awards.  Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based longterm incentive compensation plan, program or arrangement generally made available to executive officers of the Company.  Nothing herein shall affect any stock option, restricteed stock, performance share, performance unit or other equity previously awarded to the Executive.

5.4Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

5.5Paid Time Off.  Executive shall be entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave

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collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

5.6Perquisites.  Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7Travel Benefits.  Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time,

5.8Reimbursement of Expenses; In-Kind Benefits.  All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement.  All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime.  The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.  Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred.  Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9Changes to Compensation Structure.  The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation.  As long as such changes are applicable broadly and equitably to all Executive officers, such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement,

6.Termination of Employment.

6.1Grounds for Termination.  Executive’s employment may be terminated (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason.  In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2Notice of Termination.  Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.

6.3Payments Upon Termination Without Cause or for Good Reason.  If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

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(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12) months (or twenty four (24) months for Termination Without Cause within ninety (90) days following a Change in Control), of: (i) Base Salary and (ii) the target Annual Bonus in effect at the time of termination.  Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation.  The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (ii) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (iii) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of: (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (ii) payment for his or her unused PTO as of the Date of Termination; and (iii) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case to the applicable terms and conditions of such plans as in effect from time to time (such amounts under clauses (i), (ii), and (iii) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section 409A9(a)(2)(B)9(i), any such payments due during the first six months following the Executive’s Date of Termination will be delayed and will be

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paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be provided until the first day of the seventh month following Executive’s Date of Termination.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

6.4Termination Due to Death.  If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death.  Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation, of Base Salary payments for an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5Termination Due to Disability.  If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination.  Upon the termination of this Agreement because of Disability, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with, the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

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(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

6.6Termination For Cause.  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6.  Upon termination of Executive’s employment by the Company for Cause, the obligation to pay or provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreement shall terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except Executive shall be paid the Accrued Obligations.

7.Severance Release.  Executive acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company; provided, however, that such Release Agreement shall not affect or relinquish:

(a)any vested rights Executive may have under any insurance or other employee benefits plans sponsored by the Company

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(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

(c)any claims for reimbursement of business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section 11 of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to, pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination.  In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

9.No Duplication.  Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information.  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company (or its Affiliates).  During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates).  Executive acknowledges and agrees that Executive’s obligations under this Section 

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10 shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with Company for whatever reason.

11.Restrictive Covenants.  Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates.  Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (1) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least 33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business on behalf of the U.S. Department of Defense,

Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided: (i) any increase in Executive’s ownership of .such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (ii) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2Non-Solicitation of Employees.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit; hire, employ or attempt to hire or employ or any person who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3Non-Interference With Contractors and Vendors.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

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11.4Nondisparagement.  To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors.

11.5Direct or Indirect Activities.  Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 and prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, and regardless of the capacity in which Executive is acting, including without limitation as an employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6Survival of Restrictive Covenants.  Executive acknowledges and agrees that Executive’s obligations under Sections 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid far any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement.  If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable or unenforceable for any reason, such covenant, provision or portion thereof shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given, effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law.  The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies.  Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

13.Indemnification.  The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

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14.Assignment.

14.1Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2Non-Assignment by Executive.  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

15.Notice.  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aero Logistics Inc.

101 World Drive

Peachtree City, GA 30269

Attention: General Counsel

If to Executive:

Mark M. McMillin

92 Green Summit

Newnan, GA 30265

A notice delivered personally shall be deemed delivered and effective as of the date of delivery.  A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier.  A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days, after it is deposited with the postal authority.

16.Miscellaneous.

16.1Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto,

16.2Modification.  This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

16.3Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

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16.4Tax Withholding.  The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5Contractual Rights to Benefits.  Nothing herein contained shall required or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

16.6Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein.  In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7No Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or mote times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.8 Section 409A Standards.  The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”).  The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A.  To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to Internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9Governing Law; Choice of Forum.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Fayette County, Georgia, or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties hereby irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts

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16.10Service Credit.  Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company.

IN WITNESS WHEREOF, Global Aero Logistics Inc., and Executive have executed this Agreement, as of the Effective Date.

GLOBAL AERO LOGISTICS INC.		EXECUTIVE
By:	/s/ Robert R. Binns	/s/ Mark M. McMillin
Name: Robert R. Binns, Chief Executive Officer		Name: Mark M. McMillin

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ATTACHMENT A — DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aero Logistics Inc.

(c)“Cause” means the occurrence of one or more of the following events: (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conduct or willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent or tortuous conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure to comply with the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and` shall be deemed to have occurred upon the occurrence of any one or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aero Logistics Inc. or of all of the issued and outstanding capital stock of Global Aero Logistics Inc.; or

(ii)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aero Logistics Inc.) of beneficial ownership of more than fifty percent (50%) of the outstanding equity of interests of Global Aero Logistics Inc.; or

(iii)the acquisition by any individual, entity, or group (excluding Matlin Patterson) of a controlling interest (i.e. “golden share”) that would allow

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such individual, entity or group to exercise effective control of and/or veto power with respect td the Company; or

(iv)solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which is no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason the effective date of termination specified in the applicable Notice of Termination which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the longterm disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

i.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

iii.the relocation, of the Company’s principal office; or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to a location more than fifty (50) miles from the current Peachtree City, Georgia location.

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(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or if later the Executive’s knowledge of occurrence of the event(s));

(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause.  For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered a termination of employment by the Company Without Cause.

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ATTACHMENT B — INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful.  The termination of any Claim, by judgment, order, settlement (whether with our without court approval), or conviction or upon a pleas of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2.

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative, or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court; with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

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6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counsel or persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines.  The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses.  Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification.  The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a Written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive.  On receipt of an application, the court, after giving notice to the Company and giving the Company opportunity to Company to the court any information or evidence relating to the claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitle to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above.  If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim promptly as they are incurred upon receipt of an undertaking by or on behalf of Executive to repay such amount if Executive is determined not to be entitled to indemnification.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that he Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer.

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs , charges and expenses (including attorney’s fees), judgments, fines and amounts paid in

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settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective as of January 1, 2009 (the “Effective Date”) by and between Global Aero Logistics Inc., a Delaware corporation (the “Company”), and Jeffrey P. Sanborn (“Executive”).

WHEREAS, Executive and Company desire to amend and restate the employment agreement entered into by and between the parties effective as of April 9, 2008 (the “Prior Agreement”) which sets forth the terms and conditions for Executive’s continued employment with the Company primarily for the purpose of conforming the provisions of the Prior Agreement to the requirements of Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms.  In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment.  The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”).  The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish an effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities.  During the Term, Executive will serve as Senior Vice President & Chief Marketing Officer and in such additional executive positions as the Company may designate from time to time during the Term.  Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Chief Executive Officer.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of

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loyalty and the highest standards of conduct in the performance of Executive’s duties; will not, except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits.  During the Term, the Executive shall be entitled to the following compensation and benefits:

5.1Annual Base Salary.  The Company shall pay Executive a base salary at the annual rate of no less than TWO HUNDRED SEVENTY-FIVE THOUSAND Dollars and 00/100 ($275,000.00) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment.  The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board of Directors.

5.2Incentive Compensation.  Executive will be given the opportunity to earn an annual incentive bonus calculated on 60% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”).  For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3Eligibility for Equity Awards.  Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to executive officers of the Company.  Nothing herein shall affect any stock option, restricted stock, performance share, performance unit or other equity previously awarded to the Executive.

5.4Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

5.5Paid Time Off.  Executive shall be entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave

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collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

5.6Perquisites.  Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7Travel Benefits.  Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

5.8Reimbursement of Expenses; In-Kind Benefits.  All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement.  All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime.  The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.  Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred.  Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9Changes to Compensation Structure.  The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation.  As long as such changes are applicable broadly and equitably to all Executive officers, such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement.

6.Termination of Employment.

6.1Grounds for Termination.  Executive’s employment may be terminated (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason.  In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2Notice of Termination.  Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.

6.3Payments Upon Termination Without Cause or for Good Reason.  If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

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(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12) months (or twenty four (24) months for Termination Without Cause within ninety (90) days following a Change in Control), of:  (i) Base Salary and (ii) the target Annual Bonus in effect at the time of termination.  Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation.  The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (ii) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (iii) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of:  (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (ii) payment for his or her unused PTO as of the Date of Termination; and (iii) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case to the applicable terms and conditions of such plans as in effect from time to time (such amounts under clauses (i), (ii), and (iii) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section 409A9(a)(2)(B)9(i), any such payments due during the first six months

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following the Executive’s Date of Termination will be delayed and will be paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be provided until the first day of the seventh month following Executive’s Date of Termination.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

6.4Termination Due to Death.  If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death.  Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation of Base Salary payments for an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5Termination Due to Disability.  If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination.  Upon the termination of this Agreement because of Disability, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (ii) the maximum option term as set forth by the applicable option award;

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(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

6.6Termination For Cause.  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6.  Upon termination of Executive’s employment by the Company for Cause, the obligation to pay or provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreement shall terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except Executive shall be paid the Accrued Obligations.

7.Severance Release.  Executive acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company; provided, however, that such Release Agreement shall not affect or relinquish:

(a)any vested rights Executive may have under any insurance or other employee benefits plans sponsored by the Company

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(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

(c)any claims for reimbursement of business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section 11 of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination.  In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

9.No Duplication.  Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information.  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company (or its Affiliates).  During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates).  Executive acknowledges and agrees that Executive’s obligations under this Section 

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10 shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with Company for whatever reason.

11.Restrictive Covenants.  Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates.  Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (1) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least 33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business on behalf of the U.S. Department of Defense.

Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided:  (i) any increase in Executive’s ownership of such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (ii) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2Non-Solicitation of Employees.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit, hire, employ or attempt to hire or employ or any person who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3Non-Interference With Contractors and Vendors.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

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11.4Nondisparagement.  To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors,

11.5Direct or Indirect Activities.  Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, and regardless of the capacity in which Executive is acting, including without limitation as an employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6Survival of Restrictive Covenants.  Executive acknowledges and agrees that Executive’s obligations under Sections 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement.  If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable or unenforceable for any reason, such covenant, provision or portion thereof shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law.  The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies.  Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

13.Indemnification.  The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

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14.           Assignment.

14.1Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2Non-Assignment by Executive.  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

15.Notice.  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aero Logistics Inc.
101 World Drive
Peachtree City, GA 30269
Attention: General Counsel

If to Executive:

Jeffrey P. Sanborn
3049 Meadow Drive
Marietta, GA 30062

A notice delivered personally shall be deemed delivered and effective as of the date of delivery.  A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier.  A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

16.           Miscellaneous.

16.1Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

16.2Modification.  This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

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16.3Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.4Tax Withholding.  The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5Contractual Rights to Benefits.  Nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

16.6Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein.  In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7No Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.8Section 409A Standards.  The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”).  The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A.  To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to Internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9Governing Law; Choice of Forum.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Fayette County, Georgia, or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties

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hereby irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts

16.10Service Credit.  Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company.

IN WITNESS WHEREOF, Global Aero Logistics Inc., and Executive have executed this Agreement, as of the Effective Date.

GLOBAL AERO LOGISTICS INC.		EXECUTIVE
By:	/s/ Robert R. Binns	By:	/s/ Jeffrey P. Sanborn
Name:	Robert R. Binns	Name:	Jeffrey P. Sanborn
	Chief Executive Officer

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ATTACHMENT A — DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aero Logistics Inc.

(c)“Cause” means the occurrence of one or more of the following events:  (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conduct or willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent or tortuous conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure to comply with the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and shall be deemed to have occurred upon the occurrence of any one or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aero Logistics Inc, or of all of the issued and outstanding capital stock of Global Aero Logistics Inc.; or

(ii)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aero Logistics Inc.) of beneficial ownership of more than fifty percent (50%) of the outstanding equity of interests of Global Aero Logistics Inc.; or

(iii)the acquisition by any individual, entity, or group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”) that would

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allow such individual, entity or group to exercise effective control of and/or veto power with respect to the Company; or

(iv)solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which is no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason the effective date of termination specified in the applicable Notice of Termination which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

ii.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

iii.the relocation of the Company’s principal office, or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to a location more than fifty (50) miles from the current Peachtree City, Georgia location.

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(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or if later the Executive’s knowledge of occurrence of the event(s));

(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause.  For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered a termination of employment by the Company Without Cause.

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ATTACHMENT B — INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful.  The termination of any Claim, by judgment, order, settlement (whether with our without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2,

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative, or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful” as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

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6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counsel or persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines.  The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses.  Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification.  The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive.  On receipt of an application, the court, after giving notice to the Company and giving the Company opportunity to present to the court any information or evidence relating to the claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitle to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above.  If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim promptly as they are incurred upon receipt of an undertaking by or on behalf of Executive to repay such amount if Executive is determined not to be entitled to indemnification.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that the Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer,

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs , charges and expenses (including attorney’s fees), judgments, fines and amounts paid in

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settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made effective as of this 17th day of May, 2010 (the “Effective Date”) by and between Global Aviation Holdings, Inc., a Delaware corporation (the “Company”), and Brian T. Bauer (“Executive”).

WHEREAS, Executive and Company desire to enter into an employment agreement which sets forth the terms and conditions for Executive’s employment with the Company;

NOW, THEREFORE, in consideration of the foregoing recital and of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Agreement to Employ and Acceptance.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in each case, on the terms and subject to the conditions set forth herein.

2.Defined Terms.  In addition to terms defined elsewhere herein, please see Attachment A.

3.Term of Employment.  The term of this Agreement begins on the Effective Date and continues until terminated by either party (the “Term”).  The Company and Executive acknowledge and agree that Executive’s employment is on an at-will basis, and, accordingly, either the Company or Executive may terminate the employment relationship at any time for any reason, or no reason, with or without cause.

If Executive elects to resign from Executive’s employment under this Agreement (whether for Cause, for Good Reason or Without Cause or Good Reason), Executive agrees to provide the Company before and following the effective date of such resignation (and with no additional compensation or benefits beyond that provided for in this Agreement) with such assistance as the Company reasonably may request so as to accomplish and effective and orderly transition of Executive’s employment responsibilities, work files and documents and open projects and assignments to a replacement employee for Executive.

4.Position and Responsibilities.  During the Term, Executive will serve as Executive Vice President and Chief Commercial Officer and in such additional executive positions as the Company may designate from time to time during the Term.  Executive agrees to perform all of the duties and responsibilities associated with such position(s) as well as all other duties and responsibilities that may be assigned to Executive from time to time by the Chief Executive Officer.

Executive will devote his or her full working time, attention, energies and skills exclusively to the business and affairs of the Company; will exercise the highest degree of loyalty and the highest standards of conduct in the performance of Executive’s duties; will not except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and will not take any action that deprives the Company of any business

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opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company.

Nothing contained herein shall preclude Executive from (a) investing Executive’s personal assets in such form or manner as will not require Executive’s services in any capacity in the operations and affairs of the businesses in which such investments are made, or (b) participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5.Compensation and Benefits.  During the term, the Executive shall be entitled to the following compensation and benefits:

5.1Annual Base Salary.  The Company shall pay Executive a base salary at the annual rate of no less than THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000.00) (the “Base Salary”) unless and until Executive and the Company agree to a different amount, in which event the new agreed amount shall be the Base Salary from the effective date of that agreed adjustment.  The Base Salary will be reviewed annually to determine any appropriate upward adjustments at the discretion of the Board of Directors.

5.2Incentive Compensation.  Incentive Compensation.  Executive will be given the opportunity to earn an annual incentive bonus calculated on 75% of his or her Base Salary in accordance with the annual incentive plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Bonus”).  For the sake of clarity, the Executive’s Annual Bonus may be less or more than the percentage stated in the preceding sentence depending upon the financial targets actually achieved by the Company in any given year.

5.3Eligibility for Equity Awards.  Effective on the one-year anniversary of the Effective Date, Executive shall be entitled to participate in any stock option, restricted stock, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to executive officers of the Company and as in effect from time to time, including any amendments or changes made thereto (the “Equity Program”).  Prior to the one-year anniversary of the Effective Date, unless otherwise determined by the Company in its sole discretion, Executive will not be entitled to participate in any grant or award under any of the currently existing Equity Programs, as may be amended from time to time.  However, in the event the Company adopts one or more new Equity Programs after the Effective Date, Executive shall not be disqualified by reason of his employment for less than one year.

5.4Employee Benefits.  Executive will be eligible to participate in each health and welfare benefit plan sponsored or maintained by the Company and made available generally to its executive officers, subject to the eligibility requirements and other terms and conditions of the benefit programs and plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee health and welfare benefit plan or program, so long as such changes are similarly applicable to other similarly situated executive officers.

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5.5Paid Time Off.  Executive shall be ‘entitled to no less than twenty (20) days of vacation and no less than seven (7) days of sick leave per year (vacation and sick leave collectively the Executive’s annual “PTO”) otherwise in accordance with Company policy as the same is in effect from time to time.

5.6Perquisites.  Executive shall be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

5.7Travel Benefits.  Executive shall be entitled to positive space passes on Company airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time.

5.8Reimbursement of Expenses; In-Kind Benefits.  All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement.  All in-kind benefits described in this Section 5 must be provided by the Company during the Term of this Agreement or, where applicable, during the eligible person’s lifetime.  The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.  Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred.  Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

5.9Changes to Compensation Structure.  The Board of Directors, or any appropriate committee thereof, may initiate changes to the compensation structure that may impact Executive’s compensation.  As long as such changes are applicable broadly and equitably to all Executive officers, such changes shall not constitute Good Reason for purposes of Section 6.3 or otherwise constitute a breach of this Agreement.

5.10Signing Bonus.  Executive shall receive a one-time signing bonus, subject to applicable taxes and withholdings, in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) to be paid with your regularly scheduled pay (the “Signing Bonus”) after the Effective Date.  In the event Executive voluntarily resigns from the Company within the first twelve (12) months from the Effective Date, Executive agrees to repay the Signing Bonus, prorated for each full month the Executive has been employed, to the Company within thirty (30) days after the Executive’s voluntary separation.

5.11Relocation Expenses.  The Company shall reimburse the Executive for reasonable and customary relocations expenses from Dayton, Oregon to the Atlanta, Georgia area to include such customary expenses as packing and shipment of household goods, shipment of two automobiles, storage of household goods (for a maximum of two (2) months), temporary housing costs (for a maximum of two (2) months) and transportation, lodging and meal expenses for Executive and his spouse for two house hunting trips.

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6.Termination of Employment.

6.1Grounds for Termination.  Executive’s employment may be terminated, (a) by the Company for Cause, Without Cause, or due to Executive’s Disability or death or (b) by Executive with or without Good Reason. In the event that Executive’s employment with the Company is terminated by either party for any reason, no termination benefits or other payments shall be payable to or in respect of Executive pursuant to this Agreement, except as specifically provided in this Section 6.

6.2Notice of Termination.  Prior to any termination by the Company or Executive for any reason (other than due to Executive’s death), a Notice of Termination shall be delivered by the Company or Executive, as the case may be, to the other party to this Agreement.  The Notice of Termination shall specify the effective Date of Termination and the reason for termination.

6.3Payments Upon Termination Without Cause or for Good Reason.  If Executive’s employment with the Company is terminated by the Company Without Cause or by Executive for Good Reason, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive shall be paid severance compensation in a lump sum equal to twelve (12) months (or twenty four (24) months for Termination Without Cause within ninety (90) days following a Change in Control), of: (i) Base Salary and (11) the target Annual Bonus in effect at the time of termination.  Any portion of the Annual Bonus that is earned and already paid in the calendar year of Executive’s termination, will be deducted from this severance compensation.  The severance compensation will be paid to Executive in a lump sum within thirty (30) days following the Executive’s Separation from Service on or after the Executive’s Date of Termination;

(b)Executive shall be reimbursed for the cost of obtaining COBRA health continuation coverage under the Company’s group health plan for the lesser of (i) eighteen (18) months of such coverage, (11) until the Executive obtains comparable health coverage for himself or herself and his or her eligible dependents, or (11i) the period of coverage to which the Executive is entitled under Section 4980B(f)(2)(B) of the Internal Revenue Code;

(c)Executive shall also be provided the sum of: (i) Executive’s full Base Salary through the Date of Termination, to the extent not previously paid; (11) payment for his or her unused PTO as of the Date of Termination; and (11i) any benefits accrued and payable to Executive under any applicable employee benefit plan of the Company or its Affiliates in which Executive was a participant during the Term, including the travel benefits pursuant to Section 5.7, subject in each such case to the applicable terms and conditions of such plans as in effect from time to time (such amounts

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under clauses (i), (11), and (11i) of this Section 6.3(c), collectively, the “Accrued Obligations”);

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first. anniversary of the Date of Termination or (11) the maximum option term as set forth by the applicable option award;

(e)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with the Company’s travel benefits program as the same is in effect from time to time; and

(f)To the extent. that the severance compensation provided for in this Section 6.3 constitute payments of “deferred compensation” to a “specified employee” within the meaning of Internal Revenue Code Section 409A9(a)(2)(B)9(i), any such payments due during the first six months following the Executive’s Date of Termination will be delayed and will be paid to Executive on the first day of the seventh month following Executive’s Date of Termination and the travel benefits shall not be provided until the first day of the seventh month following Executive’s Date of Termination.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement

6.4Termination Due to Death.  If Executive dies during the Term, this Agreement shall terminate on the date of the Executive’s death.  Upon the death of Executive, the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)Executive’s estate shall be paid the Accrued Obligations plus the continuation of Base Salary payments for an additional three (3) months immediately following the date of the Executive’s death;

(b)for an additional three (3) month following the date of Executive’s death, the Company shall reimburse Executive’s spouse and participating dependants for the cost of obtaining COBRA medical and dental continuation coverage under the Company’s group health plan;

(c)for an additional twelve (12) months immediately following the Executive’s death, Executive’s spouse and eligible dependents shall continue to be provided the travel benefits pursuant to Section 5.7;

(d)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions. on any

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outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (11) the maximum option term as set forth by the applicable option award; and

(e)Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

6.5Termination Due to Disability.  If Executive suffers a Disability, the Company shall have the right to terminate this Agreement and Executive’s employment with the Company following expiration of the notice period set forth in the Notice of Termination, which shall be no less than six (6) months after the date the Company determines Executive to be subject to a Disability.  Upon the termination of this Agreement because of Disability; the obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:

(a)All outstanding stock options, whether or not then exercisable, shall become fully vested and exercisable and the restrictions on any outstanding restricted stock shall lapse with the condition that all such options will expire at the earlier of (i) the first anniversary of the Date of Termination or (11) the maximum option term as set forth by the applicable option award;

(b)In addition, Executive shall be entitled to obtain payment from the insurer(s) of such payments as Executive may be entitled to receive under any long-term disability insurance policy or policies maintained by the Company with third party insurers and under which Executive is insured; and

(c)Executive shall be entitled to lifetime positive space passes on the Company’s airlines and, to the extent available, any carrier with whom the Company has a reciprocal pass arrangement in place at the time.  Such pass privileges shall include the Executive’s spouse and eligible children to the extent consistent with .the Company’s travel benefits program as the same is in effect from time to time.

6.6Termination For Cause.  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 6.6.  Upon termination of Executive’s employment by the Company for Cause, the obligation to payor provide Executive compensation and benefits (including travel benefits under Section 5.7) under this Agreement shall terminate, except:

(a)Executive shall be paid the Accrued Obligations;

(b)Executive shall forfeit the Annual Bonus earned in the year in which the Termination for Cause occurred;

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(c)all outstanding stock options which are not exercisable shall be forfeited; and

(d)all restricted stock as to which restrictions have not lapsed shall be forfeited.

6.7Termination by Executive Without Good Reason.  Upon termination of Executive’s employment by Executive without Good Reason, all obligations to pay or provide Executive compensation and benefits under this Agreement shall terminate, except Executive shall be paid the Accrued Obligations.

7.Severance Release.  Executive acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 6.3 of this Agreement (such severance compensation being collectively referred to as the “Severance Compensation”), Executive shall execute and deliver to Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to all of which subsidiaries and Executive releases and waives any and all claims against the Company and all of their subsidiaries and Affiliates and its and their shareholders, directors, officers and employees arising out of this Agreement, Executive’s employment with the Company, Executive’s work for the Company or any of its Affiliates and/or the termination of Executive’s employment with the Company; provided, however, that such Release Agreement shall not affect or relinquish:

(a)any vested rights Executive may have under any insurance or other employee benefits plans sponsored by the Company;

(b)any claims for salary or other compensation earned by Executive prior to the employment termination date;

(c)any claims for reimbursement of ,business expenses incurred prior to the employment termination date;

(d)any rights to Severance Compensation; or

(e)Executive’s rights to indemnification pursuant to Section 11 of this Agreement or by law.

In the event Executive dies during the period Executive is receiving any cash Severance Compensation, the Company’s obligation to pay such Severance Compensation shall not terminate, and the unpaid portion of such Severance Compensation shall be paid in a lump sum to Executive’s estate within thirty (30) days following the death of the Executive.

8.Resignation as Officer and/or Director Upon Employment Termination.  In the event Executive’s employment with the Company terminates for any reason (including, without limitation, pursuant to Sections 6.3 through 6.7 herein), Executive agrees and covenants that Executive will immediately resign any and all positions, including, without limitation, as an officer and/or member of the Board of Directors or any other governing boards, Executive may hold with the Company or any of its Affiliates.

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9.No Duplication.  Executive acknowledges that, unless otherwise provided for in any policy or plan governing severance benefits for employees of the Company, including Executive, Executive shall be entitled only to the Severance Compensation as a severance benefit related to Executive’s employment under this Agreement.

10.Non-Disclosure.  Executive acknowledges that during the course of Executive’s employment with the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company (and its Affiliates), which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, sales and other reports, marketing plans, business plans, financial data, and personnel information).  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company or thereafter at any time, directly or indirectly, use, divulge or disclose for any purpose whatsoever the Company (or its Affiliates) confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company (or its Affiliates).  During Executive’s employment by the Company, any inventions, new devices, or procedures, as well as any patent, copyright or trademark applications filed, or patents, copyrights or trademarks obtained, as a result of Executive’s efforts on behalf of the Company (or any of its Affiliates) shall belong and inure to the exclusive benefit of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others, containing confidential information or trade secrets relating to the Company (or its Affiliates).  Executive acknowledges and agrees that Executive’s obligations under this Section 10 shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with Company for whatever reason.

11.Restrictive Covenants.  Executive acknowledges that in connection with Executive’s employment with the Company, Executive will provide executive-level services that are of a unique and special value and that Executive will be entrusted with confidential and proprietary information concerning the Company and its Affiliates.  Executive further acknowledges that the Company and its Affiliates are engaged in highly competitive businesses and that the Company and its Affiliates expend substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships employee relationships and goodwill.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

11.1Non-Competition.  During the term of Executive’s employment with the Company under this Agreement and thereafter during the one (1) year period following termination of employment, Executive will not provide services substantially similar to those Executive provides to the Company (whether as an employee, independent contractor, consultant, partner, director, shareholder, joint venture, investor or any other type of participant), or use or permit Executive’s name to be used in, any business conducted (or sought to be conducted by) any existing or planned U.S. certificated air carrier that derives (or seeks to derive) at least 33% of its revenues through a combination of (a) Commercial and Military Passenger and Cargo Charter, (b) ACMI Passenger and Cargo and (c) business on behalf of the U.S. Department of Defense.

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Notwithstanding the provisions of Sections 11.1, hereof, the parties agree that Executive is not prohibited from owning for investment purposes securities of any public company provided: (i) any increase in Executive’s ownership. of such securities after the date hereof shall be subject to approval of the Board of Directors, which approval shall not be unreasonably withheld; and (11) such ownership does not exceed three percent (3%) of any class of securities of such public company.

11.2Non-Solicitation of Employees.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not solicit, recruit, hire, employ or attempt to hire or employ or any person who is employed by the Company or urge, influence, induce or seek to induce any employee of the Company to terminate such employee’s relationship with the Company.

11.3Non-Interference With Contractors and Vendors.  During the term of Executive’s employment under this Agreement and for a period of one (1) year immediately after the termination of such employment, Executive will not urge, induce or seek to induce the Company’s independent contractors, subcontractors, consultants, vendors, suppliers or lessors with whom he or she had material contact within two (2) years preceding his or her Date of Termination to terminate their relationship with, or representation of, the Company or to cancel, withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s business with, or representation of, the Company.

11.4Nondisparagement.  To the extent permitted by law, Executive shall not make, publish or state, or cause to be made, published or stated, any defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices, competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or successors.

11.5Direct or Indirect Activities.  Executive acknowledges and agrees that the covenants contained in Sections 10 and 11 and prohibit Executive from engaging in certain activities directly or indirectly, whether on Executive’s own behalf or on behalf of any other person. or entity, and regardless of the capacity in which Executive is acting, including without limitation as ail employee, director, independent contractor, owner, partner, officer, agent, consultant, or advisor.

11.6Survival of Restrictive Covenants.  Executive acknowledges and agrees that Executive’s obligations under Sections 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason.

11.7Severability, Modification of Restrictions.  The covenants and restrictions in Sections 10 and 11 of this Agreement are separate and divisible, and to the extent any covenant, provision or portion of Sections 10 and 11 of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of Sections 10 and 11 of this Agreement.  If any particular covenant, provision or portion of Sections 10 and 11 is determined to be unreasonable

9

or unenforceable for any reason, such covenant, provision or portion thereof shall automatically be deemed refonned such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law.  The parties agree that any court interpreting any of the restrictions and covenants contained in Sections 10 and 11 of this Agreement shall, if necessary and permissible under applicable law, reform any such covenant to make it enforceable under applicable law.

12.Remedies.  Executive recognizes that a breach or threatened breach by Executive of Sections 10 and 11 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury and, accordingly, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited. to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including without limitations, after reasonable notice and failure to cure, the cessation of payments and benefits under this Agreement and recovery of money damages.

13.Indemnification.  The Company will indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any claim as specified in Attachment B.

14.Assignment.

14.1Assignment by the Company.  The Company shall have the right to assign this Agreement, and this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.

14.2Non-Assignment by Executive.  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

15.Notice.  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the. following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Global Aviation Holdings, Inc.

101 World Drive

Peachtree City, GA 30269

Attention: General Counsel

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If to Executive:

Brian T. Bauer

6000 SE Reid Lane

Dayton, OR 97114

A notice delivered personally shall be deemed delivered and effective as of the date of delivery.  A notice sent by overnight courier or express mail shall be delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier.  A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

16.Miscellaneous.

16.1Entire Agreement.  This Agreement, unless otherwise expressly stated herein, supersedes any prior employment agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

16.2Modification.  This Agreement shall not be varied, altered, modified, canceled, changed, supplemented or in any way amended except by mutual agreement of the parties in a written instrument executed by the Executive and the Company.

16.3Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16.4Tax Withholding.  The Company may withhold. from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

16.5Contractual Rights to Benefits.  Nothing herein contained shall required or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

16.6Employment Policies.  Executive agrees to abide by any employment rules or policies applicable to the Company’s employees generally that the Company currently has or may adopt, amend or implement from time to time during Executive’s employment under this Agreement to the extent consistent with the terms herein.  In the event of any conflict between this Agreement and the Company’s policies, the Agreement will control.

16.7No Waiver.  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at anyone or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

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16.8Section 409A Standards.  The Agreement and all forms of compensation and benefits to be provided under the Agreement shall be interpreted, applied, and affected in a manner consistent with the standards for nonqualified deferred compensation plans established by Internal Revenue Code Section 409A and its interpretive regulations (the “Section 409A Standards”).  The Company and the Executive mutually agree that if any payment or benefit due to the Executive under this Agreement is deemed to be subject to Section 409A of the Internal Revenue Code, the Company shall make such amendments to the Agreement as the Company, in its sole discretion, deems necessary to ensure that the Agreement and the compensation and benefits provided hereunder comply with, or are not subject to, Section 409A.  To the extent that any terms of the Agreement provide for payments that would subject Executive to gross income inclusion, interest, or additional tax pursuant to Internal Revenue Code Section 409A, those terms are to that extent superseded by the applicable Section 409A Standards.

16.9Governing Law; Choice of Forum.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the Slate of Georgia, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  This Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action relating to this Agreement shall be commenced und maintained exclusively before any appropriate state court of record in Fayette County, Georgia, or in the United States District Court for Northern District of Georgia, Atlanta Division, and the parties hereby irrevocably consent and submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

16.10Service Credit.  Executive will be given credit for his/her years of service with all predecessor employers for purposes of all benefit and seniority plans and programs of the Company.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement, as of the Effective Date.

Global Aviation Holdings, Inc.		EXECUTIVE
By:	/s/ Mark M. McMillin	/s/ Brian T. Bauer
Name: Mark M. McMillin		Name: Brian T. Bauer
Sr. VP & General Counsel

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ATTACHMENT A - DEFINED TERMS

In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:

(a)“Affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

(b)“Board of Directors” means the Board of Directors of Global Aviation Holdings, Inc.

(c)“Cause” means the occurrence of one or more of the following events: (i) Executive’s gross neglect of Executive’s employment duties; (ii) Executive’s conviction of, pleading guilty to, or pleading nolo contendere or its equivalent to, a felony or any crime involving moral turpitude; (iii) Executive’s engaging in any illegal conduct or willful misconduct in the performance of Executive’s employment duties; (iv) Executive’s engaging in any fraudulent conduct in Executive’s dealings with, or on behalf of, either the Company (or its Affiliates); (v) Executive’s failure or refusal to follow the lawful written instructions or directions of the officer to which Executive directly reports, the Chief Executive Officer, or the Board of Directors, if such failure or refusal continues for a period of seven (7) calendar days after the Board of Directors delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow, with specific reference to this section; (vi) Executive’s knowing breach of any of Executive’s material obligations under Section 10 or 11 of this Agreement; (vii) Executive’s misuse of alcohol or unlawful drugs which interferes materially with the adequate performance of Executive’s employment duties for the Company; or (viii) Executive’s material failure or refusal to the provisions of Section 4 of this Agreement and failure to cure such noncompliance within thirty (30) days following notice from the Board of Directors to the Executive of such noncompliance.

(d)“Change in Control” means and shall be deemed to have occurred upon the occurrence of anyone or more of the following:

(i)consummation of a sale or other disposition of all or substantially all of the assets of Global Aviation Holdings, Inc. or of all of the issued and outstanding capital stock of Global Aviation Holdings, Inc.; or

(ii)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of Global Aviation Holdings, Inc.) of beneficial ownership of more

A-1

than fifty percent (50%) of the outstanding equity of interests of Global Aviation Holdings, Inc.; or

(iii)the acquisition by any individual, entity, or group (excluding Matlin Patterson) of a controlling interest (i.e. “golden share”) that would allow such individual, entity or group to exercise effective control of and/or veto power with respect to the Company; or

(iv)solely for purposes of triggering the period during which Executive may terminate this Agreement for “Good Reason” pursuant to Section 6.3, a merger, consolidation, acquisition or other business combination.

(e)“Date of Termination” means (i) if Executive’s employment is terminated by death, the date of Executive’s death, (ii) if Executive’s employment is terminated by the Company for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in the Notice of Termination, (iii) if Executive’s employment is terminated by the Company Without Cause, or by Executive for any reason, the date specified in the applicable Notice of Termination, (iv) if Executive’s employment is terminated by the Company due to Executive’s Disability, the effective date of termination specified in the applicable Notice of Termination which shall be no earlier than six (6) month’s after the date the Company determines the Executive to be subject to a Disability, and (v) if Executive’s employment is terminated by the Executive with or without Good Reason, the effective date of termination specified in the applicable Notice of Termination, which shall no earlier than fifteen (15) days after the date on which the Notice of Termination is given.

(f)“Disability” means either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan, if any, of the Company in effect at the time of the illness or injury causing the disability and under which Executive is insured, or if no such policy or plan is in effect, (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity as determined by a physician reasonably acceptable to the Company, to perform the essential functions of Executive’s job (with or without reasonable accommodation) for more than one hundred eighty (180) days during any period of twelve (12) consecutive months.

(g)“Good Reason” means:

(i)the occurrence, without Executive’s consent, of any of the following events:

A-2

i.material reduction in the nature or scope of Executive’s authority or duties from those contemplated by this Agreement; or

ii.a material decrease in Executive’s compensation (except as provided for in Section 5.9 of this Agreement); or

iii.the relocation of the Company’s principal office, or the relocation of the Executive’s own office location (as assigned to Executive by the Company) to a location more than fifty (50) miles from the current Peachtree City, Georgia location.

(ii)that Executive shall have given the Company written notice of the event or events constituting Good Reason within thirty (30) days following the occurrence of the event(s) (or if later the Executive’s knowledge of occurrence of the event(s));

(iii)that the Company shall have failed to cure such event or events within thirty (30) business days after receipt of such notice; and

(iv)that Executive’s employment terminates within thirty (30) business days after such failure to cure.

(h)“Notice of Termination” means a written notice that Executive or the Company, as the case may be, is electing to terminate Executive’s employment with the Company, stating the proposed effective date of the termination and, if applicable, setting forth in reasonable detail the circumstance claimed to provide the basis for the termination.

(i)“Separation from Service” means either that (i) the Executive has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder (collectively, the “Service Recipient”) or (ii) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period.

A-3

(j)“Without Cause” means a termination of Executive’s employment by the Company other than for Cause.  For purposes of clarification, a termination of the Executive’s employment due to death or Disability will not be considered a termination of employment by the Company Without Cause.

A-4

ATTACHMENT B — INDEMNIFICATION

1.The Company shall indemnify Executive against all Liability and Expense that may be incurred by Executive in connection with or resulting from any Claim to the fullest extent authorized or permitted by law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), or otherwise consistent with the public policy of the State of Delaware.

2.In furtherance of the foregoing, and not. by way of limitation, Executive shall be indemnified by the Company against all Liability and reasonable Expense that may be incurred by Executive in connection with or resulting form any Claim, (a) if Executive is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if Executive is determined, as provided in either Paragraph 6 or 7 below, to have acted in good faith, in what Executive reasonably believed to be the best interests of the Company or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that Executive’s conduct was lawful or had no reasonable cause to believe that Executive’s conduct was unlawful.  The termination of any Claim, by judgment, order, settlement (whether with our without Court approval), or conviction or upon a pleas of guilty or of nolo contendere, or its equivalent, shall not create a presumption that Executive did not meet the standards of conduct set forth in clause (b) of this Paragraph 2.

3.The term “Claim” as used in this Attachment B shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of either of the Company or otherwise), civil, criminal, administrative, or investigative, formal or informal, in which Executive may become involved, as a party or otherwise:

(a)by reason of Executive’s being or having been an officer or employee of the Company, or

(b)by reason of any action taken or not taken by Executive in Executive’s capacity as an officer or employee of either of the Company, whether or not Executive continued in such capacity at the time such Liability or Expense shall have been incurred.

4.The terms “Liability” and “Expense” as used in this Attachment B shall include, but shall not be ..limited to, counsel fees and disbursement and other amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefits plan), and amounts paid in settlement by or on behalf of Executive.

5.The term “Wholly Successful” as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.

B-1

6.If Executive is claiming indemnification hereunder (other than if Executive has been Wholly Successful with respect to any Claim), Executive shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Company, or other disinterested person or persons, in either case selected by the Board of Directors (such counsel or persons hereinafter called the “Referee”), shall deliver to the Company a written finding that Executive has met the standards of conduct set forth in Paragraph 2(b) above, and (b) if the Board of Directors, acting upon such written finding, so determines.  The Board of Directors, if Executive is found to be entitled to indemnification pursuant to the preceding sentence, shall also determine the reasonableness of Executive’s Expenses, Executive, if requested, shall appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which Executive relies for indemnification.  The Company, at the request of the Referee, shall make available facts, opinions, or other evidence in any way relevant to the Referee’s findings that are within the possession or control of the Company.

7.If Executive is claiming indemnification pursuant to Paragraph 6 above and if the Board of Directors fails to select a Referee within a reasonable amount of time following a written request of Executive for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Paragraph 6 above within a reasonable amount of time following the selection of a Referee, Executive may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against Executive.  On receipt of an application, the court, after giving notice to the Company and giving the Company opportunity to present to the court any information or evidence relating to the Claim for indemnification that the Company deems appropriate, may order indemnification if it determines that Executive is entitle to indemnification with respect to the Claim because Executive met the standards of conduct set forth in Paragraph 2(b) above.  If the court determines that Executive is entitled to indemnification, the court shall also determine the reasonableness of Executive’s Expenses.

8.Expenses incurred by Executive in defending any Claim shall be paid by the Company promptly, in advance of the final disposition of such Claim, as such expenses are incurred.  If Executive is determined not to be entitled to indemnification, the Company may seek reimbursement.

9.The rights of indemnification and advancement of Expenses provided in this Attachment B shall be in addition to any rights to which Executive may otherwise be entitled, provided that he Company shall not be obligated to make any payment in connection with a Claim to the extent Executive has received payment of such amount from another source, including without limitation any insurer.

10.The provisions of this Attachment B shall be applicable to Claims made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after the date of this Agreement.

11.If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Executive as to costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid in

B-2

settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by an applicable portion of this Section that shall not have been invalidated and to the fullest extent permitted by applicable law.

B-3

Brian Bauer

Offer Letter

05/11/2010

STATEMENT OF ACKNOWLEDGEMENT/ACCEPTANCE

Candidate:	Brian Bauer
Position:	EVP, Chief Commercial Officer

“At Will” Employment

I understand that this offer of employment is not to be construed as a contract of employment or as a promise by either Global Aviation Holdings, Inc. (Global) or me of continued employment nor is it creating an implied or contractual duty between Global and me.  I understand that Global is strictly an “at will” employer, which means Global reserves the right to terminate my employment with or without cause and with or without notice for any or no reason.  Likewise, I may terminate my employment with Global with or without notice for any or no reason.

Even though during my employment I may receive promotions, raises, commendations, or the like, or be subject to other employment guidelines, this “at will” employment relationship will never be altered.  I further understand that no manager of Global is authorized to make any representation that alters this “at will” agreement.

Acknowledgement of Acceptance

I have read, fully understand, and agree to abide by the above terms, statements, and conditions.  I am acknowledging the information and am accepting the above offer as stated.  I also understand that any information provided by me that is found to be false, incomplete, or misrepresented in any respect will be sufficient cause to potentially discharge me from the employer’s service whenever it is discovered.

/s/ Brian T. Bauer	5/17/10
Signature	Date	Anticipated Start Date

Sign and return this “Statement of Acknowledgment/Acceptance” by scanning and emailing to chlles@glah.com or faxing to 770.632.8228.  Should we not receive notification of your intention to accept this offer within three (3) business days, this offer is automatically rescinded.  Please retain a coy of this statement for your records.

EX-10.7

Exhibit 10.7

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN FOR OUTSIDE DIRECTORS

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN FOR OUTSIDE DIRECTORS

TABLE OF CONTENTS

		Page
SECTION I.        DEFINITIONS		1
1.1	DEFINITIONS	1
SECTION 2  THE LONG-TERM INCENTIVE PLAN		4
2.1	PURPOSE OF THE PLAN	4
2.2	STOCK SUBJECT TO THE PLAN	4
2.3	ADMINISTRATION OF THE PLAN	5
2.4	ELIGIBILITY AND LIMITS	5
SECTION 3  TERMS OF AWARDS		5
3.1	TERMS AND CONDITIONS OF ALL AWARDS	5
3.2	TERMS AND CONDITIONS OF OPTIONS	6
3.3	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	8
3.4	TERMS AND CONDITIONS OF STOCK AWARDS	8
3.5	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	9
3.6	TERMS AND CONDITIONS OF PERFORMANCE AWARDS	9
3.7	TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS	10
3.8	TREATMENT OF AWARDS ON TERMINATION OF SERVICE	10
SECTION 4  RESTRICTIONS ON STOCK		10
4.1	ESCROW OF SHARES	10
4.2	RESTRICTIONS ON TRANSFER	11
SECTION 5  GENERAL PROVISIONS		11
5.1	WITHHOLDING	11
5.2	CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION	11
5.3	CASH AWARDS	12
5.4	COMPLIANCE WITH CODE	13
5.5	RIGHT TO TERMINATE EMPLOYMENT OR SERVICE	13
5.6	NON-ALIENATION OF BENEFITS	13
5.7	RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS	13
5.8	LISTING AND LEGAL COMPLIANCE	14
5.9	TERMINATION AND AMENDMENT OF THE PLAN	14
5.11	CHOICE OF LAW	14
5.12	EFFECTIVE DATE OF PLAN	14

i

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN FOR OUTSIDE DIRECTORS

SECTION I.  DEFINITIONS

1.1Definitions.  Whenever used herein, the masculine pronoun will be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following capitalized words and phrases are used herein with the meaning thereafter ascribed:

(a)“Affiliate” means:

(1)Any Subsidiary;

(2)An entity that directly or through one or more intermediaries controls, is controlled by, or is under common control with the Company, as determined by the Company; or

(3)Any entity in which the Company has such a significant interest that the Company determines it should be deemed an “Affiliate”, as determined in the sole discretion of the Company.

(b)“Award Agreement” means any written agreement, contract, or other instrument or document as may from time to time be designated by the Company as evidencing an Award granted under the Plan.

(c)“Award Program” means a written program established by the Board of Directors, pursuant to which Awards are granted under the Plan under uniform terms, conditions and restrictions set forth in such written program.

(d)“Awards” means, collectively, Dividend Equivalent Rights, Options, Performance Awards, Restricted Stock Units, Stock Appreciation Rights and Stock Awards.

(e)“Board of Directors” means the board of directors of the Company.

(f)“Change in Control” unless otherwise defined by the Board of Directors in the applicable Award Agreement, means and shall be deemed to have occurred upon the occurrence of any one or more of the following:

(1)consummation of a sale or other disposition of all or substantially all of the assets of the Company or of all of the issued and outstanding capital stock of the Company;

(2)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now or, prior to such acquisition, has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of the Company) of beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of the Company; or

(3)the acquisition by any individual, entity, or group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”) that would allow such individual, entity, or group to exercise effective control of and / or veto power with respect to the Company.

(g)“Code” means the Internal Revenue Code of 1986, as amended.

(h)“Company” means Global Aviation Holdings, Inc., a company incorporated under the laws of the State of Delaware.

(i)“Disability” unless otherwise defined by the Board of Directors in the applicable Award Agreement or Award Program, means that condition described in Code Section 22(e)(3), as amended from time to time.  In the event of a dispute, the determination of Disability will be made by the Board of Directors and will be supported by advice of a physician competent in the area to which such Disability relates.

(j)“Dividend Equivalent Rights” means certain rights to receive cash payments or Stock as described in Section 3.5.

(k)“Exercise Price” means the exercise price per share of Stock purchasable under an Option.

(l)“Fair Market Value” refers to the determination of the value of a share of Stock as of a date, determined as follows:

(1)if the shares of Stock are actively traded on any national securities exchange or any nationally recognized quotation or market system (including, without limitation, NASDAQ), Fair Market Value shall mean the price at which Stock shall have been sold on such date, as reported by any such exchange or system selected by the Board of Directors on which the shares of Stock are then traded;

(2)if the shares of Stock are not actively traded but are reported on any such exchange or system, Fair Market Value shall mean the price for the Stock on such date, as reported by such exchange or system; or

(3)if the shares of Stock are not traded or reported on any exchange or system on such date, Fair Market Value shall mean the fair market value of a share of Stock as determined by the Board of Directors taking into account such

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facts and circumstances deemed to be material by the Board of Directors to the value of the Stock in the hands of the Participant.

Notwithstanding the foregoing, for purposes of Paragraph (1), (2), or (3) above, the Board of Directors may use the closing price as of the indicated date, the average price or value as of the indicated date or for a period certain ending on the indicated date, the price determined at the time the transaction is processed, the tender offer price for shares of Stock, or any other method which the Board of Directors determines is reasonably indicative of the fair market value of the Stock; provided, however, that for purposes of granting Options or Stock Appreciation Rights, Fair Market Value of Stock shall be determined in accordance with the requirements of Code Section 409A.

(m)“Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(n)“Option” means a nonqualified stock option that is not an Incentive Stock Option.

(o)“Participant” means an individual who receives an Award hereunder.

(p)“Performance Award” refers to a performance award as described in Section 3.6.

(q)“Plan” means the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan for Outside Directors.

(r)“Restricted Stock Units” refers to the rights described in Section 3.7.

(s)“Separation from Service” shall mean a termination of a Participant’s service relationship with the Company, subject to the following requirements:

(1)a termination of the Participant’s service relationship with the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Code Section 409A (collectively, the “Service Recipient”) where (A) the contract (or in the case of more than one contract, all contracts) under which services are performed for the Service Recipient expires, if the expiration constitutes a good-faith and complete termination of the contractual relationship; or (B) with respect to amounts payable to the Participant under an Award upon the termination of the independent contractor’s relationship with the Service Recipient, no amount will be paid to the Participant before a date that is at least twelve (12) months after the day on which the contract expires under which the Participant performs services for the Service Recipient (or, in the case of more than one contract, all such contracts expire), and no amount payable to the Participant on that date will be paid to the Participant if, after the expiration of the contract (or contracts) and before that date, the

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Participant performs services for the Service Recipient as an independent contractor or an employee; or

(2)in any case, as may otherwise be permitted under Code Section 409A.

(t)“Stock” means the Company’s Class A common stock.

(u)“Stock Appreciation Right” means a stock appreciation right described in Section 3.3.

(v)“Stock Award” means a stock award described in Section 3.4.

(w)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(x)“Termination of Service” means the termination of the service relationship between a Participant and the Company and its Affiliates, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement.  The Board of Directors will, in its absolute discretion, determine the effect of all matters and questions relating to a Termination of Service as it affects an Award.

SECTION 2  THE LONG-TERM INCENTIVE PLAN

2.1Purpose of the Plan.  The Plan is intended to (a) provide incentives to selected non-employee directors of the Company and its Affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage stock ownership by selected non-employee directors by providing them with a means to acquire a proprietary interest in the Company, acquire shares of Stock, or to receive compensation which is based upon appreciation in the value of Stock; and (c) provide a means of obtaining, rewarding and retaining non-employee directors.

2.2Stock Subject to the Plan.  Subject to adjustment in accordance with Section 5.2, One Hundred Forty (140) shares of Stock (the “Maximum Plan Shares”) are hereby reserved exclusively for issuance upon exercise, settlement, or payment pursuant to Awards, all or any of which may be pursuant to any one or more Awards. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.  The shares of Stock attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any Award that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full will again be available for purposes of the Plan.  For purposes of determining the number of shares of Stock

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issued upon the exercise, settlement or grant of an Award under this Section, any shares of Stock withheld to satisfy tax withholding obligations or the Exercise Price shall be considered issued under the Plan.

2.3Administration of the Plan.   The Plan is administered by the Board of Directors.  The Board of Directors has full authority in its discretion to determine the non-employee directors of the Company or its Affiliates to whom Awards will be granted and the terms and provisions of Awards, subject to the Plan.  Subject to the provisions of the Plan, the Board of Directors has full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Award Agreements and to make all other determinations necessary or advisable for the proper administration of the Plan.  The Board of Directors’ determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated).  The Board of Directors’ decisions are final and binding on all Participants.

2.4Eligibility and Limits.  Awards may be granted only to directors of the Company or any Affiliate of the Company who, at the time of the grant of the Award, are neither employees of the Company nor any of its Affiliates; provided, however, that a Nonqualified Stock Option or a Stock Appreciation Right may only be granted to a non-employee director of the Company or any of its Subsidiaries.  If, after grant, an Option or Stock Appreciation Right is cancelled, the shares subject to the cancelled Award shall continue to be counted against the maximum number of shares for which Options and Stock Appreciation Rights may be granted to eligible directors as described in this Section 2.4.

SECTION 3  TERMS OF AWARDS

3.1Terms and Conditions of All Awards.

(a)The number of shares of Stock as to which an Award may be granted or the amount of an Award will be determined by the Board of Directors in its sole discretion, subject to the provisions of Section 2.2 as to the total number of shares available for grants under the Plan and subject to the limits in Section 2.4.

(b)Each Award will either be evidenced by an Award Agreement in such form and containing such terms, conditions and restrictions as the Board of Directors may determine to be appropriate, including without limitation, performance goals, if any, that must be achieved as a condition to vesting or settlement of the Award, or be made subject to the terms of an Award Program, containing such terms, conditions and restrictions as the Board of Directors may determine to be appropriate, including without limitation, performance goals, if any, that must be achieved as a condition to vesting or settlement of the Award.  Each Award Agreement or Award Program is subject to the terms of the Plan and any provisions contained in the Award Agreement or Award Program that are inconsistent with the Plan are null and void.

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(c)The date as of which an Award is granted will be the date on which the Board of Directors has approved the terms and conditions of the Award and has determined the recipient of the Award and the number of shares, if any, covered by the Award, and has taken all such other actions necessary to complete the grant of the Award, or such later date as may be specified in the approval of such Award.

(d)Any Award may be granted in connection with all or any portion of a previously or contemporaneously granted Award.  Exercise or vesting of an Award granted in connection with another Award may result in a pro rata surrender or cancellation of any related Award, as specified in the applicable Award Agreement or Award Program.

(e)Awards are not transferable or assignable except by will or by the laws of descent and distribution governing the State in which the Participant was domiciled at the time of the Participant’s death, and are exercisable, during the Participant’s lifetime, only by the Participant; or in the event of the Disability of the Participant, by the legal representative of the Participant; or in the event of death of the Participant, by the legal representative of the Participant’s estate or if no legal representative has been appointed within ninety (90) days of the Participant’s death, by the person(s) taking under the laws of descent and distribution governing the State in which the Participant was domiciled at the time of the Participant’s death; except to the extent that the Board of Directors may provide otherwise as to any particular Award.

(f)After the date of grant of an Award, the Board of Directors may, in its sole discretion, modify the terms and conditions of an Award, except to the extent that such modification would be inconsistent with other provisions of the Plan or would adversely affect the rights of a Participant under the Award (except as otherwise permitted under the Plan).

3.2Terms and Conditions of Options.  Each Option granted under the Plan must be evidenced by an Award Agreement.

(a)Option Price. The Board of Directors shall determine the Exercise Price of an Option, which shall be specified in the applicable Award Agreement.  The Exercise Price may never be less than the Fair Market Value of a share of Stock determined as of the date of grant, subject to adjustment in accordance with Section 5.2.

(b)Option Term.  The term of any Option shall be as specified in the applicable Award Agreement.

(c)Payment.  Payment for all shares of Stock purchased pursuant to exercise of an Option will be made in any form or manner authorized by the Board of Directors in the Award Agreement or by amendment thereto, including, but not limited to, cash, cash equivalents, or, if the Award Agreement provides, but in any case subject to such procedures or restrictions as the Board of Directors may impose:

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(i)by delivery to the Company of a number of shares of Stock owned by the holder having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of shares the Participant intends to purchase upon exercise of the Option on the date of delivery;

(ii)in a cashless exercise through a broker, except if and to the extent prohibited by law as to officers and directors, including without limitation, the Sarbanes-Oxley Act of 2002, as amended; or

(iii)by having a number of shares of Stock withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price.

In its discretion, the Board of Directors also may authorize (at the time an Option is granted or thereafter) Company financing to assist the Participant as to payment of the Exercise Price on such terms as may be offered by the Board of Directors in its discretion, except to the extent prohibited by law, including, but not limited to, restrictions applicable to officers and directors under the Sarbanes-Oxley Act of 2002, as amended.  Payment must be made at the time that the Option or any part thereof is exercised, and no shares may be issued or delivered upon exercise of an Option until full payment has been made by the Participant.  The holder of an Option, as such, has none of the rights of a stockholder.

(d)Conditions to the Exercise of an Option.  Each Option granted under the Plan is exercisable by whom, at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board of Directors specifies in the Award Agreement; provided, however, that subsequent to the grant of an Option, the Board of Directors, at any time before complete termination of such Option, may modify the terms of an Option to the extent not prohibited by the terms of the Plan, including, without limitation, accelerating the time or times at which such Option may be exercised in whole or in part, including, without limitation, upon a Change in Control and may permit the Participant or any other designated person to exercise the Option, or any portion thereof, for all or part of the remaining Option term, notwithstanding any provision of the Award Agreement or Award Program to the contrary.

(f)Special Provisions for Certain Substitute Options.  Notwithstanding anything to the contrary in this Section 3.2, subject to applicable requirements under Code Section 409A and the rules and regulations thereunder, any Option issued in substitution for an option previously issued by another entity may provide for an exercise price and may contain such other terms and conditions as the Board of Directors may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued option being replaced thereby.

(g)No Reload Grants.  Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of shares of Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other option held by a Participant.

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(h)No Repricing.  Except as provided in Section 5.2, without the approval of the Company’s stockholders the Exercise Price of an Option may not be reduced, directly or indirectly, after the grant of the Option, including any surrender of the Option in consideration of, or in exchange for, the grant of a new Option having an exercise price below that of the Option that was surrendered.

3.3Terms and Conditions of Stock Appreciation Rights.  Each Stock Appreciation Right granted under the Plan must be evidenced by an Award Agreement.  A Stock Appreciation Right entitles the Participant to receive the excess of (1) the Fair Market Value of a specified or determinable number of shares of the Stock at the time of payment or exercise over (2) a specified or determinable price, which may not be less than the Fair Market Value on the date of grant.  A Stock Appreciation Right granted in connection with an Award may only be exercised to the extent that the related Award has not been exercised, paid or otherwise settled.

(a)Settlement.  Upon settlement of a Stock Appreciation Right, the Company must pay to the Participant, at the discretion of the Board of Directors, the appreciation in cash or shares of Stock (valued at the aggregate Fair Market Value on the date of payment or exercise) as provided in the Award Agreement or, in the absence of such provision, as the Board of Directors may determine.

(b)Conditions to Exercise.  Each Stock Appreciation Right granted under the Plan is exercisable or payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board of Directors specifies in the Award Agreement; provided, however, that subsequent to the grant of a Stock Appreciation Right, the Board of Directors, at any time before complete termination of such Stock Appreciation Right, may accelerate the time or times at which such Stock Appreciation Right may be exercised or paid in whole or in part.

(c)No Repricing.  Except as provided in Section 5.2, without the approval of the Company’s stockholders, the price of a Stock Appreciation Right may not be reduced, directly or indirectly, after the grant of the Stock Appreciation Right, including any surrender of the Stock Appreciation Right in consideration of, or in exchange for, the grant of a new Stock Appreciation Right having a price below that of the Stock Appreciation Right that was surrendered.

3.4Terms and Conditions of Stock Awards.  The number of shares of Stock subject to a Stock Award and restrictions or conditions on such shares, if any, will be as the Board of Directors determines, and the certificate for such shares will bear evidence of any restrictions or conditions.  Subsequent to the date of the grant of the Stock Award, the Board of Directors has the power to permit, in its discretion, an acceleration of the expiration of an applicable restriction period with respect to any part or all of the shares granted to a Participant.  The Board of Directors may require a cash payment from the Participant in an amount no greater than the aggregate Fair Market Value of the shares of Stock granted determined at the date of grant in exchange for the grant of a Stock Award or may grant a Stock Award without the requirement of a cash payment.

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3.5Terms and Conditions of Dividend Equivalent Rights.  A Dividend Equivalent Right entitles the Participant to receive payments from the Company in an amount determined by reference to any cash dividends paid on a specified number of shares of Stock to Company stockholders of record during the period such rights are effective.  The Board of Directors may impose such restrictions and conditions on any Dividend Equivalent Right as the Board of Directors in its discretion shall determine, including the date any such right shall terminate and may reserve the right to terminate, amend or suspend any such right at any time.

(a)Payment.  Payment in respect of a Dividend Equivalent Right may be made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the Award Agreement or Award Program, or, in the absence of such provision, as the Board of Directors may determine.

(b)Conditions to Payment.  Each Dividend Equivalent Right granted under the Plan is payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board of Directors specifies in the applicable Award Agreement or Award Program; provided, however, that subsequent to the grant of a Dividend Equivalent Right, the Board of Directors, at any time before complete termination of such Dividend Equivalent Right, may accelerate the time or times at which such Dividend Equivalent Right may be paid in whole or in part.

3.6Terms and Conditions of Performance Awards.  A Performance Award shall entitle the Participant to receive, at a specified future date, payment of an amount equal to all or a portion of either (i) the value of a specified or determinable number of units (stated in terms of a designated or determinable dollar amount per unit) granted by the Board of Directors, or (ii) a percentage or multiple of a specified amount determined by the Board of Directors.  At the time of the grant, the Board of Directors must determine the base value of each unit; the number of units subject to a Performance Award, the specified amount and the percentage or multiple of the specified amount, as may be applicable; and the performance goals applicable to the determination of the ultimate payment value of the Performance Award. The Board of Directors may provide for an alternate base value for each unit or an alternate percentage or multiple under certain specified conditions.

(a)Payment.  Payment in respect of Performance Awards may be made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the applicable Award Agreement or Award Program or, in the absence of such provision, as the Board of Directors may determine.

(b)Conditions to Payment.  Each Performance Award granted under the Plan shall be payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board of Directors may specify in the applicable Award Agreement or Award Program; provided, however, that subsequent to the grant of a Performance Award, the Board of Directors, at any time before complete termination of such Performance Award, may accelerate the time or times at which such Performance Award may be paid in whole or in part.

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3.7Terms and Conditions of Restricted Stock Units.  Restricted Stock Units shall entitle the Participant to receive, at a specified future date or event, payment of an amount equal to all or a portion of the Fair Market Value of a specified number of shares of Stock at the end of a specified period.  At the time of the grant, the Board of Directors will determine the factors which will govern the portion of the Restricted Stock Units so payable, including, at the discretion of the Board of Directors, any performance goals that must be satisfied as a condition to payment.  Restricted Stock Unit Awards containing performance goals may be designated as performance share awards.

(a)Payment.  Payment in respect of Restricted Stock Units may be made by the Company, at the discretion of the Board of Directors, in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the applicable Award Agreement or Award Program, or, in the absence of such provision, as the Board of Directors may determine.

(b)Conditions to Payment.  Each Restricted Stock Unit granted under the Plan is payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board of Directors may specify in the applicable Award Agreement or Award Program; provided, however, that subsequent to the grant of a Restricted Stock Unit, the Board of Directors, at any time before complete termination of such Restricted Stock Unit, may accelerate the time or times at which such Restricted Stock Unit may be paid in whole or in part.

3.8Treatment of Awards on Termination of Service.  Except as otherwise provided by Plan Section 3.2(e), any Award under this Plan to a Participant who has experienced a Termination of Service, Separation from Service, or termination of some other service relationship with the Company and its Affiliates may be cancelled, accelerated, paid or continued, as provided in the applicable Award Agreement or Award Program, or, as the Board of Directors may otherwise determine to the extent not prohibited by the Plan.  The portion of any Award exercisable in the event of continuation or the amount of any payment due under a continued Award may be adjusted by the Board of Directors to reflect the Participant’s period of service from the date of grant through the date of the Participant’s Termination of Service, Separation from Service or termination of some other service relationship or such other factors as the Board of Directors determines are relevant to its decision to continue the Award.

SECTION 4  RESTRICTIONS ON STOCK

4.1Escrow of Shares.  Any certificates representing the shares of Stock issued under the Plan will be issued in the Participant’s name, but, if the applicable Award Agreement or Award Program so provides, the shares of Stock will be held by a custodian designated by the Board of Directors (the “Custodian”).  Each applicable Award Agreement or Award Program providing for transfer of shares of Stock to the Custodian may require a Participant to complete an irrevocable stock power appointing the Custodian or the Custodian’s designee as the attorney-in-fact for the Participant for the term specified in the applicable Award Agreement or Award Program, with full power and authority in the Participant’s name, place and stead to transfer,

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assign and convey to the Company any shares of Stock held by the Custodian for such Participant, if the Participant forfeits the shares under the terms of the applicable Award Agreement or Award Program.  During the period that the Custodian holds the shares subject to this Section, the Participant is entitled to all rights, except as provided in the applicable Award Agreement or Award Program, applicable to shares of Stock not so held.  Any dividends declared on shares of Stock held by the Custodian must, as provided in the applicable Award Agreement or Award Program, be paid directly to the Participant or, in the alternative, be retained by the Custodian or by the Company until the expiration of the term specified in the applicable Award Agreement or Award Program and shall then be delivered, together with any proceeds, with the shares of Stock to the Participant or to the Company, as applicable.

4.2Restrictions on Transfer.  The Participant does not have the right to make or permit to exist any disposition of the shares of Stock issued pursuant to the Plan except as provided in the Plan or the applicable Award Agreement or Award Program.  Any disposition of the shares of Stock issued under the Plan by the Participant not made in accordance with the Plan or the applicable Award Agreement or Award Program will be void.  The Company will not recognize, or have the duty to recognize, any disposition not made in accordance with the Plan and the applicable Award Agreement or Award Program, and the shares so transferred will continue to be bound by the Plan and the applicable Award Agreement or Award Program.

SECTION 5  GENERAL PROVISIONS

5.1Withholding.  The Company shall deduct from all cash distributions under the Plan any taxes required to be withheld by federal, state or local government.  Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to remit to the Company an amount sufficient to satisfy any federal, state and local tax withholding requirements prior to the delivery of any certificate or certificates for such shares or the vesting of such Stock Award.  A Participant may satisfy the withholding obligation in cash, cash equivalents, or if and to the extent the applicable Award Agreement, Award Program, or Board of Directors procedure so provides, a Participant may elect to have the number of shares of Stock he is to receive reduced by, or tender back to the Company, the smallest number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock, is sufficient to satisfy federal, state and local, if any, withholding obligation arising from exercise or payment of an Award.

5.2Changes in Capitalization; Merger; Liquidation.

(a)The number of shares of Stock reserved for the grant of Options, Dividend Equivalent Rights, Performance Awards, Restricted Stock Units, Stock Appreciation Rights and Stock Awards; the number of shares of Stock reserved for issuance upon the exercise, settlement, or payment, as applicable, of each outstanding Option, Dividend Equivalent Right, Performance Award, Restricted Stock Unit and Stock Appreciation Right and upon vesting, settlement, or grant, as applicable, of each Stock Award; the Exercise Price of each outstanding Option, the threshold price of each outstanding Stock

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Appreciation Right, and the specified number of shares of Stock to which each outstanding Option, Dividend Equivalent Right, Performance Award, Restricted Stock Unit, Stock Appreciation Right, and Stock Award pertains, shall be proportionately adjusted for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Stock underlying an Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).

(b)In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Stock, or a Change in Control, that in each case does not constitute an Equity Restructuring, the Board of Directors may make such adjustments with respect to Awards and take such other action as it deems necessary or appropriate, including, without limitation, the substitution of new Awards, the assumption of awards not originally granted under the Plan, or the adjustment of outstanding Awards, the acceleration of Awards, the removal of restrictions on outstanding Awards, or the termination of outstanding Awards in exchange for the cash value determined in good faith by the Board of Directors of the vested and/or unvested portion of the Award, all as may be provided in the applicable Award Agreement or, if not expressly addressed therein, as the Board of Directors subsequently may determine in its sole discretion. Any adjustment pursuant to this Section 5.2 may provide, in the Board of Directors’ discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Award, but except as set forth in this Section may not otherwise diminish the then value of the Award.

(c)Notwithstanding any other provision of this Plan to the contrary, in taking any action pursuant to Subsection (a) or (b) with respect to a Nonqualified Stock Option or a Stock Appreciation Right, the Board of Directors shall consider any provisions of Code Section 409A and the regulations thereunder that are required to be followed as a condition of the Option and the Stock Appreciation Right not being treated as the grant of a new Option or Stock Appreciation Right or a change in the form of payment.  Any adjustment described in the preceding sentence may include a substitution in whole or in part of other equity securities of the issuer and the class involved in such Equity Restructuring in lieu of the shares of Stock that are subject to the Award.

(d)The existence of the Plan and the Awards granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

5.3Cash Awards.  The Board of Directors may, at any time and in its discretion, grant to any holder of an Award the right to receive, at such times and in such amounts as determined

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by the Board of Directors in its discretion, a cash amount which is intended to reimburse such person for all or a portion of the federal, state and local income taxes imposed upon such person as a consequence of the receipt of the Award or the exercise of rights thereunder.

5.4Compliance with Code.   Except to the extent provided otherwise by the Board of Directors, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional taxes or penalties under Code Section 409A.  If the Board of Directors determines that an Award, Award Agreement, Award Program, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Code Section 409A, then unless the Board of Directors provides otherwise, such Award, Award Agreement, Award Program, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan, Award Agreement, and / or Award Program will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Code Section 409A to the extent determined appropriate by the Board of Directors, in each case without the consent of or notice to the Participant.

5.5Right to Terminate Employment or Service.  Nothing in the Plan or in any Award Agreement confers upon any Participant the right to continue as an officer, employee, director, consultant, or other service provider of the Company or any of its Affiliates or affect the right of the Company or any of its Affiliates to terminate the Participant’s employment or services at any time.

5.6Non-Alienation of Benefits.  Other than as provided herein, no benefit under the Plan may be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to do so shall be void.  No such benefit may, prior to receipt by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

5.7Restrictions on Delivery and Sale of Shares; Legends.  Each Award is subject to the condition that if at any time the Board of Directors, in its discretion, shall determine that the listing, registration or qualification of the shares covered by such Award upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the granting of such Award or the purchase or delivery of shares thereunder, the delivery of any or all shares pursuant to such Award may be withheld unless and until such listing, registration or qualification shall have been effected.  If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the shares of Stock purchasable or otherwise deliverable under Awards then outstanding, the Board of Directors may require, as a condition of exercise of any Option or as a condition to any other delivery of Stock pursuant to an Award, that the Participant or other recipient of an Award represent, in writing, that the shares received pursuant to the Award are being acquired for investment and not with a view to distribution and agree that the shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities

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Act of 1933 and any applicable state securities laws.  The Company may include on certificates representing shares delivered pursuant to an Award such legends referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate.

5.8Listing and Legal Compliance.  The Board of Directors may suspend the exercise or payment of any Award so long as it determines that securities exchange listing or registration or qualification under any securities laws is required in connection therewith and has not been completed on terms acceptable to the Board of Directors.

5.9Termination and Amendment of the Plan.  The Board of Directors at any time may amend or terminate the Plan without stockholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of stockholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws.  No such termination or amendment without the consent of the holder of an Award may adversely affect the rights of the Participant under such Award.

5.11Choice of Law.  The laws of the State of Georgia shall govern the Plan, to the extent not preempted by federal law, without reference to the principles of conflict of laws.

5.12Effective Date of Plan.  The Plan shall become effective as of the date the Plan was approved by the Board of Directors.

IN WITNESS WHEREOF, the Company has executed this Plan, and the Plan has become effective as of September 22, 2009.

GLOBAL AVIATION HOLDINGS, INC.
By:	/s/ Mark M. McMillin
Title:		General Counsel & Corporate Secretary

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EX-10.8

Exhibit 10.8

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

		Page
SECTION I.  DEFINITIONS		1
1.1	DEFINITIONS	1
SECTION 2  THE LONG-TERM INCENTIVE PLAN		5
2.1	PURPOSE OF THE PLAN	5
2.2	STOCK SUBJECT TO THE PLAN	6
2.3	ADMINISTRATION OF THE PLAN	6
2.4	ELIGIBILITY AND LIMITS	6
SECTION 3  TERMS OF AWARDS		7
3.1	TERMS AND CONDITIONS OF ALL AWARDS	7
3.2	TERMS AND CONDITIONS OF OPTIONS	8
3.3	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	10
3.4	TERMS AND CONDITIONS OF STOCK AWARDS	10
3.5	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	11
3.6	TERMS AND CONDITIONS OF PERFORMANCE AWARDS	11
3.7	TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS	12
3.8	TREATMENT OF AWARDS ON TERMINATION OF SERVICE	12
SECTION 4  RESTRICTIONS ON STOCK		12
4.1	ESCROW OF SHARES	12
4.2	RESTRICTIONS ON TRANSFER	13
SECTION 5  GENERAL PROVISIONS		13
5.1	WITHHOLDING	13
5.2	CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION	13
5.3	CASH AWARDS	15
5.4	COMPLIANCE WITH CODE	15
5.5	RIGHT TO TERMINATE EMPLOYMENT OR SERVICE	15
5.6	NON-ALIENATION OF BENEFITS	15
5.7	RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS	16
5.8	LISTING AND LEGAL COMPLIANCE	16
5.9	TERMINATION AND AMENDMENT OF THE PLAN	16
5.10	STOCKHOLDER APPROVAL	16
5.11	CHOICE OF LAW	16
5.12	EFFECTIVE DATE OF PLAN	17

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GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

SECTION I.  DEFINITIONS

1.1Definitions.  Whenever used herein, the masculine pronoun will be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following capitalized words and phrases are used herein with the meaning thereafter ascribed:

(a)“Affiliate” means:

(1)Any Subsidiary or Parent;

(2)An entity that directly or through one or more intermediaries controls, is controlled by, or is under common control with the Company, as determined by the Company; or

(3)Any entity in which the Company has such a significant interest that the Company determines it should be deemed an “Affiliate”, as determined in the sole discretion of the Company.

(b)“Award Agreement” means any written agreement, contract, or other instrument or document as may from time to time be designated by the Company as evidencing an Award granted under the Plan.

(c)“Award Program” means a written program established by the Committee, pursuant to which Awards are granted under the Plan under uniform terms, conditions and restrictions set forth in such written program.

(d)“Awards” means, collectively, Dividend Equivalent Rights, Incentive Stock Options, Nonqualified Stock Options, Performance Awards, Restricted Stock Units, Stock Appreciation Rights and Stock Awards.

(e)“Board of Directors” means the board of directors of the Company.

(f)“Change in Control” unless otherwise defined by the Committee in the applicable Award Agreement, means and shall be deemed to have occurred upon the occurrence of any one or more of the following:

(1)consummation of a sale or other disposition of all or substantially all of the assets of the Company or of all of the issued and outstanding capital stock of the Company;

(2)the acquisition by any individual, entity, or group (excluding any individual, entity or group which now or, prior to such acquisition, has beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of the Company) of beneficial ownership of more than fifty percent (50%) of the outstanding equity interests of the Company; or

(3)the acquisition by any individual, entity, or group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”) that would allow such individual, entity, or group to exercise effective control of and / or veto power with respect to the Company.

(g)“Code” means the Internal Revenue Code of 1986, as amended.

(h)“Committee” means the committee appointed by the Board of Directors to administer the Plan; provided that, if no such committee is appointed, the Board of Directors in its entirety shall constitute the Committee.  The Board of Directors shall consider the advisability of whether the members of the Committee shall consist solely of two or more members of the Board of Directors who are both “outside directors” as defined in Treas. Reg. § 1.162-27(e) as promulgated by the Internal Revenue Service and “non-employee directors” as defined in Rule 16b-3(b)(3) as promulgated under the Exchange Act, and if applicable, who satisfy the requirements of the national securities exchange or nationally recognized quotation or market system on which the Stock is then traded.

(i)“Company” means Global Aviation Holdings, Inc., a company incorporated under the laws of the State of Delaware.

(j)“Disability” unless otherwise defined by the Committee in the applicable Award Agreement or Award Program, has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by the Company or, if applicable, any Affiliate of the Company for the Participant.  If no long-term disability plan or policy was ever maintained on behalf of the Participant or, if the determination of Disability relates to an Incentive Stock Option, Disability means that condition described in Code Section 22(e)(3), as amended from time to time.  In the event of a dispute, the determination of Disability will be made by the Committee and will be supported by advice of a physician competent in the area to which such Disability relates.

(k)“Dividend Equivalent Rights” means certain rights to receive cash payments or Stock as described in Section 3.5.

(l)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

(m)“Exercise Price” means the exercise price per share of Stock purchasable under an Option.

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(n)“Fair Market Value” refers to the determination of the value of a share of Stock as of a date, determined as follows:

(1)if the shares of Stock are actively traded on any national securities exchange or any nationally recognized quotation or market system (including, without limitation, NASDAQ), Fair Market Value shall mean the price at which Stock shall have been sold on such date, as reported by any such exchange or system selected by the Committee on which the shares of Stock are then traded;

(2)if the shares of Stock are not actively traded but are reported on any such exchange or system, Fair Market Value shall mean the price for the Stock on such date, as reported by such exchange or system; or

(3)if the shares of Stock are not traded or reported on any exchange or system on such date, Fair Market Value shall mean the fair market value of a share of Stock as determined by the Committee taking into account such facts and circumstances deemed to be material by the Committee to the value of the Stock in the hands of the Participant.

Notwithstanding the foregoing, for purposes of Paragraph (1), (2), or (3) above, the Committee may use the closing price as of the indicated date, the average price or value as of the indicated date or for a period certain ending on the indicated date, the price determined at the time the transaction is processed, the tender offer price for shares of Stock, or any other method which the Committee determines is reasonably indicative of the fair market value of the Stock; provided, however, that for purposes of granting Nonqualified Stock Options or Stock Appreciation Rights, Fair Market Value of Stock shall be determined in accordance with the requirements of Code Section 409A, and for purposes of granting Incentive Stock Options, Fair Market Value of Stock shall be determined in accordance with the requirements of Code Section 422.

(o)“Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(p)“Nonqualified Stock Option” means a stock option that is not an Incentive Stock Option.

(q)“Option” means a Nonqualified Stock Option or an Incentive Stock Option.

(r)“Over 10% Owner” means an individual who at the time an Incentive Stock Option to such individual is granted owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its Parent or Subsidiaries, determined by applying the attribution rules of Code Section 424(d).

(s)“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, with respect to Incentive Stock

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Options, at the time of the granting of the Option, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A Parent shall include any entity other than a corporation to the extent permissible under Section 424(f) or regulations and rulings thereunder.

(t)“Participant” means an individual who receives an Award hereunder.

(u)“Performance Award” refers to a performance award as described in Section 3.6.

(v)“Plan” means the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan.

(w)“Restricted Stock Units” refers to the rights described in Section 3.7.

(x)“Separation from Service” shall mean a termination of a Participant’s employment or other service relationship with the Company, subject to the following requirements:

(1)in the case of a Participant who is an employee of the Company, a termination of the Participant’s employment where either (A) the Participant has ceased to perform any services for the Company and all affiliated companies that, together with the Company, constitute the “service recipient” within the meaning of Code Section 409A (collectively, the “Service Recipient”) or (B) the level of bona fide services the Participant performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Participant has been providing services to the Service Recipient for less than 36 months); or

(2)in the case of a Participant who is an independent contractor engaged by the Service Recipient, a termination of the Participant’s service relationship with the Service Recipient where (A) the contract (or in the case of more than one contract, all contracts) under which services are performed for the Service Recipient expires, if the expiration constitutes a good-faith and complete termination of the contractual relationship; or (B) with respect to amounts payable to the Participant under an Award upon the termination of the independent contractor’s relationship with the Service Recipient, no amount will be paid to the Participant before a date that is at least twelve (12) months after the day on which

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the contract expires under which the Participant performs services for the Service Recipient (or, in the case of more than one contract, all such contracts expire), and no amount payable to the Participant on that date will be paid to the Participant if, after the expiration of the contract (or contracts) and before that date, the Participant performs services for the Service Recipient as an independent contractor or an employee; or

(3)in any case, as may otherwise be permitted under Code Section 409A.

(y)“Stock” means the Company’s Class A common stock.

(z)“Stock Appreciation Right” means a stock appreciation right described in Section 3.3.

(aa)“Stock Award” means a stock award described in Section 3.4.

(bb)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.  With respect to Incentive Stock Options, a “Subsidiary” shall include any entity other than a corporation to the extent permissible under Section 424(f) or regulations or rulings thereunder.

(cc)“Termination of Employment” means the termination of the employment relationship between a Participant and the Company and its Affiliates, regardless of whether severance or similar payments are made to the Participant for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement.  The Committee will, in its absolute discretion, determine the effect of all matters and questions relating to a Termination of Employment as it affects an Award, including, but not by way of limitation, the question of whether a leave of absence constitutes a Termination of Employment.

SECTION 2  THE LONG-TERM INCENTIVE PLAN

2.1Purpose of the Plan.  The Plan is intended to (a) provide incentives to certain officers, employees, directors, consultants, and other service providers of the Company and its Affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage stock ownership by certain officers, employees, directors, consultants, and other service providers by providing them with a means to acquire a proprietary interest in the Company, acquire shares of Stock, or to receive compensation which is based upon appreciation in the value of Stock; and (c) provide a means of obtaining, rewarding and retaining officers, employees, directors, consultants, and other service providers.

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2.2Stock Subject to the Plan.  Subject to adjustment in accordance with Section 5.2, Fifty-Six Thousand Seven Hundred and Seventy-Six (56,776) shares of Stock (the “Maximum Plan Shares”) are hereby reserved exclusively for issuance upon exercise, settlement, or payment pursuant to Awards, all or any of which may be pursuant to any one or more Awards, including without limitation, Incentive Stock Options. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.  The shares of Stock attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any Award that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full will again be available for purposes of the Plan.  For purposes of determining the number of shares of Stock issued upon the exercise, settlement or grant of an Award under this Section, any shares of Stock withheld to satisfy tax withholding obligations or the Exercise Price shall be considered issued under the Plan.

2.3Administration of the Plan.   The Plan is administered by the Committee.  The Committee has full authority in its discretion to determine the officers, employees, directors, consultants, and other service providers of the Company or its Affiliates to whom Awards will be granted and the terms and provisions of Awards, subject to the Plan.  Subject to the provisions of the Plan, the Committee has full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Award Agreements and to make all other determinations necessary or advisable for the proper administration of the Plan.  The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated).  The Committee’s decisions are final and binding on all Participants.  Each member of the Committee shall serve at the discretion of the Board of Directors and the Board of Directors may from time to time remove members from or add members to the Committee.  Vacancies on the Committee shall be filled by the Board of Directors.

2.4Eligibility and Limits.  Awards may be granted only to officers, employees, directors, consultants, and other service providers of the Company or any Affiliate of the Company; provided, however, that an Incentive Stock Option may only be granted to an employee of the Company or any Parent or Subsidiary, and a Nonqualified Stock Option or a Stock Appreciation Right may only be granted to an employee, director, consultant or any other service provider of the Company or any of its Subsidiaries.  In the case of Incentive Stock Options, the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of Stock with respect to which stock options intended to meet the requirements of Code Section 422 become exercisable for the first time by an individual during any calendar year under all plans of the Company and its Parents and Subsidiaries may not exceed $100,000; provided further, that if the limitation is exceeded, the Incentive Stock Option(s) which cause the limitation to be exceeded will be treated as Nonqualified Stock Option(s).  If, after grant, an Option or Stock Appreciation Right is cancelled, the shares subject to the cancelled Award shall continue to be counted against the maximum number of shares for which Options and Stock Appreciation Rights may be granted to an employee as described in this Section 2.4.

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SECTION 3  TERMS OF AWARDS

3.1Terms and Conditions of All Awards.

(a)The number of shares of Stock as to which an Award may be granted or the amount of an Award will be determined by the Committee in its sole discretion, subject to the provisions of Section 2.2 as to the total number of shares available for grants under the Plan and subject to the limits in Section 2.4.

(b)Each Award will either be evidenced by an Award Agreement in such form and containing such terms, conditions and restrictions as the Committee may determine to be appropriate, including without limitation, performance goals, if any, that must be achieved as a condition to vesting or settlement of the Award, or be made subject to the terms of an Award Program, containing such terms, conditions and restrictions as the Committee may determine to be appropriate, including without limitation, performance goals, if any, that must be achieved as a condition to vesting or settlement of the Award.  Each Award Agreement or Award Program is subject to the terms of the Plan and any provisions contained in the Award Agreement or Award Program that are inconsistent with the Plan are null and void.

(c)The date as of which an Award is granted will be the date on which the Committee has approved the terms and conditions of the Award and has determined the recipient of the Award and the number of shares, if any, covered by the Award, and has taken all such other actions necessary to complete the grant of the Award, or such later date as may be specified in the approval of such Award.

(d)Any Award may be granted in connection with all or any portion of a previously or contemporaneously granted Award.  Exercise or vesting of an Award granted in connection with another Award may result in a pro rata surrender or cancellation of any related Award, as specified in the applicable Award Agreement or Award Program.

(e)Awards are not transferable or assignable except by will or by the laws of descent and distribution governing the State in which the Participant was domiciled at the time of the Participant’s death, and are exercisable, during the Participant’s lifetime, only by the Participant; or in the event of the Disability of the Participant, by the legal representative of the Participant; or in the event of death of the Participant, by the legal representative of the Participant’s estate or if no legal representative has been appointed within ninety (90) days of the Participant’s death, by the person(s) taking under the laws of descent and distribution governing the State in which the Participant was domiciled at the time of the Participant’s death; except to the extent that the Committee may provide otherwise as to any Awards other than Incentive Stock Options.

(f)After the date of grant of an Award, the Committee may, in its sole discretion, modify the terms and conditions of an Award, except to the extent that such

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modification would be inconsistent with other provisions of the Plan or would adversely affect the rights of a Participant under the Award (except as otherwise permitted under the Plan).

3.2Terms and Conditions of Options.  Each Option granted under the Plan must be evidenced by an Award Agreement.  At the time any Option is granted, the Committee will determine whether the Option is to be an Incentive Stock Option described in Code Section 422 or a Nonqualified Stock Option, and the Option must be clearly identified as to its status as an Incentive Stock Option or a Nonqualified Stock Option.  Incentive Stock Options may only be granted to employees of the Company or any Subsidiary or Parent.  At the time any Incentive Stock Option granted under the Plan is exercised, the Company will be entitled to legend the certificates representing the shares of Stock purchased pursuant to the Option to clearly identify them as representing the shares purchased upon the exercise of an Incentive Stock Option.  An Incentive Stock Option may only be granted within ten (10) years from the earlier of the date the Plan is adopted or approved by the Company’s stockholders.

(a)Option Price. The Committee shall determine the Exercise Price of an Option, which shall be specified in the applicable Award Agreement.  The Exercise Price may never be less than the Fair Market Value (or one hundred and ten percent (110%) of Fair Market Value in the case of an Incentive Stock Option granted to an Over 10% Owner) of a share of Stock determined as of the date of grant, subject to adjustment in accordance with Section 5.2.

(b)Option Term.  Any Incentive Stock Option granted to a Participant who is not an Over 10% Owner is not exercisable after the expiration of ten (10) years after the date the Option is granted.  Any Incentive Stock Option granted to an Over 10% Owner is not exercisable after the expiration of five (5) years after the date the Option is granted.  The term of any Nonqualified Stock Option shall be as specified in the applicable Award Agreement.

(c)Payment.  Payment for all shares of Stock purchased pursuant to exercise of an Option will be made in any form or manner authorized by the Committee in the Award Agreement or by amendment thereto, including, but not limited to, cash, cash equivalents, or, if the Award Agreement provides, but in any case subject to such procedures or restrictions as the Committee may impose:

(i)by delivery to the Company of a number of shares of Stock owned by the holder having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of shares the Participant intends to purchase upon exercise of the Option on the date of delivery;

(ii)in a cashless exercise through a broker, except if and to the extent prohibited by law as to officers and directors, including without limitation, the Sarbanes-Oxley Act of 2002, as amended; or

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(iii)by having a number of shares of Stock withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price.

In its discretion, the Committee also may authorize (at the time an Option is granted or thereafter) Company financing to assist the Participant as to payment of the Exercise Price on such terms as may be offered by the Committee in its discretion, except to the extent prohibited by law, including, but not limited to, restrictions applicable to officers and directors under the Sarbanes-Oxley Act of 2002, as amended.  Payment must be made at the time that the Option or any part thereof is exercised, and no shares may be issued or delivered upon exercise of an Option until full payment has been made by the Participant.  The holder of an Option, as such, has none of the rights of a stockholder.

(d)Conditions to the Exercise of an Option.  Each Option granted under the Plan is exercisable by whom, at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee specifies in the Award Agreement; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may modify the terms of an Option to the extent not prohibited by the terms of the Plan, including, without limitation, accelerating the time or times at which such Option may be exercised in whole or in part, including, without limitation, upon a Change in Control and may permit the Participant or any other designated person to exercise the Option, or any portion thereof, for all or part of the remaining Option term, notwithstanding any provision of the Award Agreement or Award Program to the contrary.

(e)Termination of Incentive Stock Option.  With respect to an Incentive Stock Option, in the event of Termination of Employment of a Participant, the Option or portion thereof held by the Participant which is unexercised will expire, terminate, and become unexercisable no later than the expiration of three (3) months after the date of Termination of Employment; provided, however, that in the case of a holder whose Termination of Employment is due to death or Disability, one (1) year will be substituted for such three (3) month period; provided, further that such time limits may be exceeded by the Committee under the terms of the grant, in which case, the Incentive Stock Option will be a Nonqualified Option if it is exercised after the time limits that would otherwise apply. For purposes of this Subsection (e), a Termination of Employment of the Participant will not be deemed to have occurred if the Participant is employed by another corporation (or a parent or subsidiary corporation of such other corporation) which has assumed the Incentive Stock Option of the Participant in a transaction to which Code Section 424(a) is applicable.

(f)Special Provisions for Certain Substitute Options.  Notwithstanding anything to the contrary in this Section 3.2, any Option issued in substitution for an option previously issued by another entity, which substitution occurs in connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and conditions as the Committee may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions

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(including the applicable vesting and termination provisions) as those contained in the previously issued option being replaced thereby.

(g)No Reload Grants.  Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of shares of Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other option held by a Participant.

(h)No Repricing.  Except as provided in Section 5.2, without the approval of the Company’s stockholders the Exercise Price of an Option may not be reduced, directly or indirectly, after the grant of the Option, including any surrender of the Option in consideration of, or in exchange for, the grant of a new Option having an exercise price below that of the Option that was surrendered.

3.3Terms and Conditions of Stock Appreciation Rights.  Each Stock Appreciation Right granted under the Plan must be evidenced by an Award Agreement.  A Stock Appreciation Right entitles the Participant to receive the excess of (1) the Fair Market Value of a specified or determinable number of shares of the Stock at the time of payment or exercise over (2) a specified or determinable price, which may not be less than the Fair Market Value on the date of grant.  A Stock Appreciation Right granted in connection with an Award may only be exercised to the extent that the related Award has not been exercised, paid or otherwise settled.

(a)Settlement.  Upon settlement of a Stock Appreciation Right, the Company must pay to the Participant, at the discretion of the Committee, the appreciation in cash or shares of Stock (valued at the aggregate Fair Market Value on the date of payment or exercise) as provided in the Award Agreement or, in the absence of such provision, as the Committee may determine.

(b)Conditions to Exercise.  Each Stock Appreciation Right granted under the Plan is exercisable or payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee specifies in the Award Agreement; provided, however, that subsequent to the grant of a Stock Appreciation Right, the Committee, at any time before complete termination of such Stock Appreciation Right, may accelerate the time or times at which such Stock Appreciation Right may be exercised or paid in whole or in part.

(c)No Repricing.  Except as provided in Section 5.2, without the approval of the Company’s stockholders, the price of a Stock Appreciation Right may not be reduced, directly or indirectly, after the grant of the Stock Appreciation Right, including any surrender of the Stock Appreciation Right in consideration of, or in exchange for, the grant of a new Stock Appreciation Right having a price below that of the Stock Appreciation Right that was surrendered.

3.4Terms and Conditions of Stock Awards.  The number of shares of Stock subject to a Stock Award and restrictions or conditions on such shares, if any, will be as the Committee determines, and the certificate for such shares will bear evidence of any restrictions or conditions.  Subsequent to the date of the grant of the Stock Award, the Committee has the

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power to permit, in its discretion, an acceleration of the expiration of an applicable restriction period with respect to any part or all of the shares granted to a Participant.  The Committee may require a cash payment from the Participant in an amount no greater than the aggregate Fair Market Value of the shares of Stock granted determined at the date of grant in exchange for the grant of a Stock Award or may grant a Stock Award without the requirement of a cash payment.

3.5Terms and Conditions of Dividend Equivalent Rights.  A Dividend Equivalent Right entitles the Participant to receive payments from the Company in an amount determined by reference to any cash dividends paid on a specified number of shares of Stock to Company stockholders of record during the period such rights are effective.  The Committee may impose such restrictions and conditions on any Dividend Equivalent Right as the Committee in its discretion shall determine, including the date any such right shall terminate and may reserve the right to terminate, amend or suspend any such right at any time.

(a)Payment.  Payment in respect of a Dividend Equivalent Right may be made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the Award Agreement or Award Program, or, in the absence of such provision, as the Committee may determine.

(b)Conditions to Payment.  Each Dividend Equivalent Right granted under the Plan is payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee specifies in the applicable Award Agreement or Award Program; provided, however, that subsequent to the grant of a Dividend Equivalent Right, the Committee, at any time before complete termination of such Dividend Equivalent Right, may accelerate the time or times at which such Dividend Equivalent Right may be paid in whole or in part.

3.6Terms and Conditions of Performance Awards.  A Performance Award shall entitle the Participant to receive, at a specified future date, payment of an amount equal to all or a portion of either (i) the value of a specified or determinable number of units (stated in terms of a designated or determinable dollar amount per unit) granted by the Committee, or (ii) a percentage or multiple of a specified amount determined by the Committee.  At the time of the grant, the Committee must determine the base value of each unit; the number of units subject to a Performance Award, the specified amount and the percentage or multiple of the specified amount, as may be applicable; and the performance goals applicable to the determination of the ultimate payment value of the Performance Award. The Committee may provide for an alternate base value for each unit or an alternate percentage or multiple under certain specified conditions.

(a)Payment.  Payment in respect of Performance Awards may be made by the Company in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the applicable Award Agreement or Award Program or, in the absence of such provision, as the Committee may determine.

(b)Conditions to Payment.  Each Performance Award granted under the Plan shall be payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee may specify in the applicable Award Agreement

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or Award Program; provided, however, that subsequent to the grant of a Performance Award, the Committee, at any time before complete termination of such Performance Award, may accelerate the time or times at which such Performance Award may be paid in whole or in part.

3.7Terms and Conditions of Restricted Stock Units.  Restricted Stock Units shall entitle the Participant to receive, at a specified future date or event, payment of an amount equal to all or a portion of the Fair Market Value of a specified number of shares of Stock at the end of a specified period.  At the time of the grant, the Committee will determine the factors which will govern the portion of the Restricted Stock Units so payable, including, at the discretion of the Committee, any performance goals that must be satisfied as a condition to payment.  Restricted Stock Unit Awards containing performance goals may be designated as performance share awards.

(a)Payment.  Payment in respect of Restricted Stock Units may be made by the Company, at the discretion of the Committee, in cash or shares of Stock (valued at Fair Market Value as of the date payment is owed) as provided in the applicable Award Agreement or Award Program, or, in the absence of such provision, as the Committee may determine.

(b)Conditions to Payment.  Each Restricted Stock Unit granted under the Plan is payable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee may specify in the applicable Award Agreement or Award Program; provided, however, that subsequent to the grant of a Restricted Stock Unit, the Committee, at any time before complete termination of such Restricted Stock Unit, may accelerate the time or times at which such Restricted Stock Unit may be paid in whole or in part.

3.8Treatment of Awards on Termination of Service.  Except as otherwise provided by Plan Section 3.2(e), any Award under this Plan to a Participant who has experienced a Termination of Employment, Separation from Service, or termination of some other service relationship with the Company and its Affiliates may be cancelled, accelerated, paid or continued, as provided in the applicable Award Agreement or Award Program, or, as the Committee may otherwise determine to the extent not prohibited by the Plan.  The portion of any Award exercisable in the event of continuation or the amount of any payment due under a continued Award may be adjusted by the Committee to reflect the Participant’s period of service from the date of grant through the date of the Participant’s Termination of Employment, Separation from Service or termination of some other service relationship or such other factors as the Committee determines are relevant to its decision to continue the Award.

SECTION 4  RESTRICTIONS ON STOCK

4.1Escrow of Shares.  Any certificates representing the shares of Stock issued under the Plan will be issued in the Participant’s name, but, if the applicable Award Agreement or Award Program so provides, the shares of Stock will be held by a custodian designated by the

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Committee (the “Custodian”).  Each applicable Award Agreement or Award Program providing for transfer of shares of Stock to the Custodian may require a Participant to complete an irrevocable stock power appointing the Custodian or the Custodian’s designee as the attorney-in-fact for the Participant for the term specified in the applicable Award Agreement or Award Program, with full power and authority in the Participant’s name, place and stead to transfer, assign and convey to the Company any shares of Stock held by the Custodian for such Participant, if the Participant forfeits the shares under the terms of the applicable Award Agreement or Award Program.  During the period that the Custodian holds the shares subject to this Section, the Participant is entitled to all rights, except as provided in the applicable Award Agreement or Award Program, applicable to shares of Stock not so held.  Any dividends declared on shares of Stock held by the Custodian must, as provided in the applicable Award Agreement or Award Program, be paid directly to the Participant or, in the alternative, be retained by the Custodian or by the Company until the expiration of the term specified in the applicable Award Agreement or Award Program and shall then be delivered, together with any proceeds, with the shares of Stock to the Participant or to the Company, as applicable.

4.2Restrictions on Transfer.  The Participant does not have the right to make or permit to exist any disposition of the shares of Stock issued pursuant to the Plan except as provided in the Plan or the applicable Award Agreement or Award Program.  Any disposition of the shares of Stock issued under the Plan by the Participant not made in accordance with the Plan or the applicable Award Agreement or Award Program will be void.  The Company will not recognize, or have the duty to recognize, any disposition not made in accordance with the Plan and the applicable Award Agreement or Award Program, and the shares so transferred will continue to be bound by the Plan and the applicable Award Agreement or Award Program.

SECTION 5  GENERAL PROVISIONS

5.1Withholding.  The Company shall deduct from all cash distributions under the Plan any taxes required to be withheld by federal, state or local government.  Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan or upon the vesting of any Stock Award, the Company has the right to require the recipient to remit to the Company an amount sufficient to satisfy any federal, state and local tax withholding requirements prior to the delivery of any certificate or certificates for such shares or the vesting of such Stock Award.  A Participant may satisfy the withholding obligation in cash, cash equivalents, or if and to the extent the applicable Award Agreement, Award Program, or Committee procedure so provides, a Participant may elect to have the number of shares of Stock he is to receive reduced by, or tender back to the Company, the smallest number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock, is sufficient to satisfy federal, state and local, if any, withholding obligation arising from exercise or payment of an Award.

5.2Changes in Capitalization; Merger; Liquidation.

(a)The number of shares of Stock reserved for the grant of Options, Dividend Equivalent Rights, Performance Awards, Restricted Stock Units, Stock Appreciation

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Rights and Stock Awards; the number of shares of Stock reserved for issuance upon the exercise, settlement, or payment, as applicable, of each outstanding Option, Dividend Equivalent Right, Performance Award, Restricted Stock Unit and Stock Appreciation Right and upon vesting, settlement, or grant, as applicable, of each Stock Award; the Exercise Price of each outstanding Option, the threshold price of each outstanding Stock Appreciation Right, the specified number of shares of Stock to which each outstanding Option, Dividend Equivalent Right, Performance Award, Restricted Stock Unit, Stock Appreciation Right, and Stock Award pertains, and the maximum number of shares as to which Options, Stock Appreciation Rights, and other Awards may be granted to an employee during any calendar year, shall be proportionately adjusted for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Stock underlying an Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).

(b)In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets, other change in capital structure of the Company, tender offer for shares of Stock, or a Change in Control, that in each case does not constitute an Equity Restructuring, the Committee may make such adjustments with respect to Awards and take such other action as it deems necessary or appropriate, including, without limitation, the substitution of new Awards, the assumption of awards not originally granted under the Plan, or the adjustment of outstanding Awards, the acceleration of Awards, the removal of restrictions on outstanding Awards, or the termination of outstanding Awards in exchange for the cash value determined in good faith by the Committee of the vested and/or unvested portion of the Award, all as may be provided in the applicable Award Agreement or, if not expressly addressed therein, as the Committee subsequently may determine in its sole discretion. Any adjustment pursuant to this Section 5.2 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Award, but except as set forth in this Section may not otherwise diminish the then value of the Award.

(c)Notwithstanding any other provision of this Plan to the contrary, in taking any action pursuant to Subsection (a) or (b) with respect to a Nonqualified Stock Option or a Stock Appreciation Right, the Committee shall consider any provisions of Code Section 409A and the regulations thereunder that are required to be followed as a condition of the Nonqualified Stock Option and the Stock Appreciation Right not being treated as the grant of a new Option or Stock Appreciation Right or a change in the form of payment.  Any adjustment described in the preceding sentence may include a substitution in whole or in part of other equity securities of the issuer and the class involved in such Equity Restructuring in lieu of the shares of Stock that are subject to the Award.

(d)The existence of the Plan and the Awards granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business

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structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

5.3Cash Awards.  The Committee may, at any time and in its discretion, grant to any holder of an Award the right to receive, at such times and in such amounts as determined by the Committee in its discretion, a cash amount which is intended to reimburse such person for all or a portion of the federal, state and local income taxes imposed upon such person as a consequence of the receipt of the Award or the exercise of rights thereunder.

5.4Compliance with Code.

(a)Code Section 422.All Incentive Stock Options to be granted hereunder are intended to comply with Code Section 422, and all provisions of the Plan and all Incentive Stock Options granted hereunder must be construed in such manner as to effectuate that intent.

(b)Code Section 409A.Except to the extent provided otherwise by the Committee, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional taxes or penalties under Code Section 409A.  If the Committee determines that an Award, Award Agreement, Award Program, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Code Section 409A, then unless the Committee provides otherwise, such Award, Award Agreement, Award Program, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan, Award Agreement, and / or Award Program will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Code Section 409A to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant.

5.5Right to Terminate Employment or Service.  Nothing in the Plan or in any Award Agreement confers upon any Participant the right to continue as an officer, employee, director, consultant, or other service provider of the Company or any of its Affiliates or affect the right of the Company or any of its Affiliates to terminate the Participant’s employment or services at any time.

5.6Non-Alienation of Benefits.  Other than as provided herein, no benefit under the Plan may be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to do so shall be void.  No such benefit may, prior to receipt by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

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5.7Restrictions on Delivery and Sale of Shares; Legends.  Each Award is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration or qualification of the shares covered by such Award upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the granting of such Award or the purchase or delivery of shares thereunder, the delivery of any or all shares pursuant to such Award may be withheld unless and until such listing, registration or qualification shall have been effected.  If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the shares of Stock purchasable or otherwise deliverable under Awards then outstanding, the Committee may require, as a condition of exercise of any Option or as a condition to any other delivery of Stock pursuant to an Award, that the Participant or other recipient of an Award represent, in writing, that the shares received pursuant to the Award are being acquired for investment and not with a view to distribution and agree that the shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act of 1933 and any applicable state securities laws.  The Company may include on certificates representing shares delivered pursuant to an Award such legends referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate.

5.8Listing and Legal Compliance.  The Committee may suspend the exercise or payment of any Award so long as it determines that securities exchange listing or registration or qualification under any securities laws is required in connection therewith and has not been completed on terms acceptable to the Committee.

5.9Termination and Amendment of the Plan.  The Board of Directors at any time may amend or terminate the Plan without stockholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of stockholders of the Company if such approval is necessary or advisable with respect to tax, securities or other applicable laws.  The Board of Directors shall consider that to preserve the Plan’s ability to grant Incentive Stock Options, stockholder approval is required for any amendment to the Plan that increases the number of shares of Stock available for the grant of Incentive Stock Options under the Plan or if the Plan is assumed in connection with a corporate transaction which results in a change in either the granting corporation or the stock available for purchase or grant under the Plan; provided, however, if the consolidation agreement fully describes the Plan and such agreement is approved by the stockholders, no further stockholder approval of the Plan shall be required.  No such termination or amendment without the consent of the holder of an Award may adversely affect the rights of the Participant under such Award.

5.10Stockholder Approval.  The Plan shall be submitted to the stockholders of the Company for their approval within twelve (12) months before or after the adoption of the Plan by the Board of Directors of the Company.  If such approval is not obtained, any Award granted hereunder will be void.

5.11Choice of Law.  The laws of the State of Georgia shall govern the Plan, to the extent not preempted by federal law, without reference to the principles of conflict of laws.

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5.12Effective Date of Plan.  The Plan shall become effective as of the date the Plan was approved by the Board of Directors.

IN WITNESS WHEREOF, the Company has executed this Plan, and the Plan has become effective as of June 29, 2009.

GLOBAL AVIATION HOLDINGS, INC.
By:	/s/ Mark M. McMillin
Title:		General Counsel & Corporate Secretary

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EX-10.10

Exhibit 10.10

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN FOR OUTSIDE DIRECTORS

THIS NONQUALIFIED STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between GLOBAL AVIATION HOLDINGS, INC. (the “Company”), a company organized under the laws of the State of Delaware; and                                                     (the “Participant”).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Participant a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

A.Grant Date:                                     , 2009.

B.Type of Option:  Nonqualified Stock Option.

C.Plan under which granted:  Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan for Outside Directors.

D.Option Shares:  All or any part of seventy (70) shares of the Company’s Class A common stock (the “Common Stock”), subject to adjustment as provided in the attached Terms and Conditions.

E.Exercise Price:  $1,000.00 per share of Common Stock.  The Exercise Price is, in the judgment of the Committee (as defined in the Plan), not less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.

F.Option Period:  The Option may be exercised only during the Option Period which commences on the Grant Date and ends on the earliest of:

(i)the tenth (10th) anniversary of the Grant Date; or

(ii)twelve (12) months following the date the Participant ceases to be either an employee, director, or any other type of service provider of the Company and its Affiliates due to a Termination of Service or termination of any other service relationship for reasons other than for Cause;

Notwithstanding the foregoing, the Option shall cease to be exercisable upon the date the Participant ceases to be an employee, director, or any other type of service provider of the Company or an Affiliate due to a Termination of Service or termination of any other service relationship by the Company or an Affiliate for Cause.  Note that other limitations to exercising the Option, as described in the attached Terms and Conditions, may apply.

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G.Vesting Schedule:  The Option Shares shall be fully vested and exercisable from and after the Grant Date.

IN WITNESS WHEREOF, the Company and the Participant have executed and sealed this Award as of the Grant Date set forth above.

GLOBAL AVIATION HOLDINGS, INC.:

By:

Title:

Participant

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TERMS AND CONDITIONS

TO THE

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN FOR OUTSIDE DIRECTORS

1.Exercise of Option.  Subject to the provisions provided herein or in the Award made pursuant to the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan for Outside Directors:

(a)the Option may be exercised with respect to all or any portion of the Option Shares at any time during the Option Period by:

(i)the delivery to the Company, at its principal place of business, of a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company at least ten (10) days prior to the date upon which Participant desires to exercise all or any portion of the Option (unless such prior notice is waived by the Company); and

(ii)payment as provided in Section 2 to the Company of the applicable Exercise Price multiplied by the number of Option Shares being purchased (the “Purchase Price”).

Upon acceptance of such notice and receipt of payment in full of the Purchase Price, the Company shall cause to be issued a certificate representing the Option Shares purchased.  Notwithstanding the foregoing, in the event the Participant is given notice of termination for Cause under any services agreement between the Participant and the Company or any Affiliate or otherwise, the Participant’s ability to exercise the Option shall be suspended from the giving of such notice until such time as the Participant cures the circumstance(s) constituting Cause, if expressly permitted by the applicable services agreement or otherwise, or, if there is no opportunity to cure or no cure is timely effected, from and after the giving of such notice through and including the effective date that the Participant’s service relationship is terminated for Cause.

2.Purchase Price.  Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made:

(a)in cash or cash equivalents;

(b)by electing to have the number of shares of Common Stock to be issued upon exercise reduced by the number of shares of Common Stock having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash or cash equivalents equal to the Purchase Price;

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(c)by delivery to the Company of a number of shares of Common Stock which are owned by the Participant, having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash or check equal to the Purchase Price;

(d)if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Participant to the Committee of instructions in a form acceptable to the Committee regarding delivery to such broker, dealer or other creditor of that number of Option Shares with respect to which the Option is exercised, but only as and to the extent permitted under Section 13(k) of the Securities Exchange Act of 1934 (Section 402 of the Sarbanes-Oxley Act of 2002); or

(e)in any combination of the foregoing.

3.Rights as Shareholder.  Until the stock certificates reflecting the Option Shares accruing to the Participant upon exercise of the Option are issued to the Participant, the Participant shall have no rights as a shareholder with respect to such Option Shares.  The Company shall make no adjustment for any dividends or distributions or other rights on or with respect to Option Shares for which the record date is prior to the issuance of that stock certificate, except as the Plan otherwise provides.

4.Restriction on Transfer of Option and of Option Shares.

(a)General Restrictions.  The Participant (and any subsequent holder of the Option) may not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in the Option except pursuant to the provisions of this Award except or to the extent waived in writing by the Committee.  Any sale, pledge or other transfer (or any attempt to effect the same) of the Option in violation of any provision of this Award shall be void, and the Company shall not record such transfer, assignment, pledge or other disposition on its books or treat any pur ported transferee or pledgee of the Option as the owner or pledgee of the Option for any purpose.

(b)Certain Permitted Transfers of Options.  The restrictions contained in this Section will not apply with respect to transfers of the Option pursuant to applicable laws of descent and distribution; provided that the restrictions contained in this Section will continue to be applicable to the Option after any such transfer; and provided further that the transferee(s) of the Option must agree in writing to be bound by the provisions of this Award.

(c)Limitations on Option Shares.  Unless and until a Public Sale, the Participant shall be subject to the provisions of Section 8 and no transfer of the Option Shares to a third party prior to a Public Sale shall be permitted unless the transferee(s) of the Option Shares agrees in writing to be bound by the provisions of Section 8.

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5.Changes in Capitalization.

(a)The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).

(b)In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option with a corresponding adjustment in the Exercise Price, substituting a new option to repl ace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions.  Any determination made by the Committee or its designee pursuant to this Section 5(b) will be final and binding on the Participant.  Any action taken by the Committee or its designee need not treat all Participants equally.

(c)The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.

6.Special Limitation on Exercise.  Any exercise of the Option is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the delivery of shares thereunder, the delivery of any or all shares pursuant to the Option may be withheld unless and until such listing, registration or qualification shall have been effected.  The Participant shall deliver to the Company, prior to the exercise of the Option, such information, rep resentations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the Option Shares are being acquired in accordance with the terms

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of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

7.Piggyback Registration.

(a)Initial Public Offering.  If the Company determines to register its Common Stock in an initial public offering utilizing Form S-1, the Company will promptly give to the Participant a written notice thereof and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Option Shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Option Shares) specified in a written request made by the Participant within thirty (30) days after the Participant’s receipt of the written notice f rom the Company, except as set forth in Section 7(b) below.  Such written request may specify all or a part of the Option Shares for inclusion in such registration and any underwriting.

(b)Underwritten Offering.  If the registration pursuant to this Section 7 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Participant as a part of the written notice given pursuant to Subsection (a).  In such event, the right of the Participant to registration pursuant to this Section 7 will be conditioned upon the Participant’s participation in such underwriting an d the inclusion of the Option Shares designated by the Participant in the underwriting to the extent provided herein.  If such Option Shares are to be included in such registration, the Optionee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 7, if the representative determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated in the following manner:  the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation.  If the Participant or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and the underwriter.  Any Option Shares or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration.

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(c)Expenses of Registration.  All expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 7 will be borne by the Company, and all sales commissions will be borne by the Participant pro rata on the basis of the number of the Option Shares so registered as compared to the total shares of Common Stock so registered.

(d)Registration Procedures.  The Company will keep the Participant advised in writing as to the progress and completion of the registration.

8.Lock-up Agreement. The Participant hereby agrees that he will not, directly or indirectly, sell, offer, contract to sell, grant of options for the purchase of, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise dispose of any Option Shares during the thirty (30) days prior to and the one hundred eighty (180) days (or any shorter period permitted by the managing underwriter) after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company; provided, all similarly situated shareholders become subject to the same restrictions.  The Participant here by agrees to execute and deliver any additional document or acknowledgement reflecting the foregoing provisions or containing similar restrictions as may be requested by the Company or its managing underwriters in connection with the initial public offering of Common Stock. The Company may place a legend on any stock certificates representing Option Shares and may impose stop-transfer instructions with respect to the Option Shares in order to enforce the foregoing restrictions.

9.Legend on Stock Certificates.  Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

10.Governing Laws.  The Award and these Terms and Conditions shall be construed, administered and enforced according to the laws of the State of Delaware; provided, however, the Option may not be exercised except in compliance with exemptions available under applicable state securities laws of the state in which the Participant resides and/or any other applicable securities laws.

11.Successors.  The Award and these Terms and Conditions shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the Participant and the Company.

12.Notice.  Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

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13.Severability.  In the event that any one or more of the provisions or portion thereof contained in the Award and these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of the Award and these Terms and Conditions, and the Award and these Terms and Conditions shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

14.Entire Agreement.  Subject to the terms and conditions of the Plan, the Award and these Terms and Conditions express the entire understanding of the parties with respect to the Option.

15.Violation.  Except as provided in Section 4, any transfer, pledge, sale, assignment, or hypothecation of the Option or any portion thereof shall be a violation of the terms of the Award or these Terms and Conditions and shall be void and without effect.

16.Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing the Award or these Terms and Conditions.

17.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of the Award and these Terms and Conditions, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

18.No Right to Continued Retention.  Neither the establishment of the Plan nor the award of Option Shares hereunder shall be construed as giving the Participant the right to continued employment or other service relationship with the Company or any Affiliate.

19.Definitions.  As used in this Award,

(a)“Cause” has the same meaning as provided in any services agreement between the Participant and the Company or Affiliate(s) on the date of termination of the service relationship, or if no such definition or services agreement exists, “Cause” means conduct amounting to:

(i)a material breach or violation of the terms of any agreement to which the Participant and the Company or Affiliate(s) are party, including, without limitation, a willful and substantial failure by the Participant to perform his duties and responsibilities in the manner and to the extent required under any such agreement;

(ii)fraud, dishonesty, or willful misconduct in the performance of the duties and responsibilities of the Participant’s service with the Company or Affiliate(s);

(iii)conviction of the Participant of a crime involving breach of trust or moral turpitude; or

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(iv)gross and willful insubordination or inattention to the duties and responsibilities of the Participant’s service with the Company or Affiliate(s).

(b)“Public Sale” means the completion of any sale of any shares of Common Stock to the public pursuant to an offering registered under the Securities Act of 1933 or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act of 1933.

(c)Other capitalized terms that are not defined herein have the meaning set forth in the Plan or the Award, except where the context does not reasonably permit.

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EXHIBIT 1

NOTICE OF EXERCISE OF

STOCK OPTION TO PURCHASE

COMMON STOCK OF

GLOBAL AVIATION HOLDINGS, INC.

Name

Address

Date

Global Aviation Holdings, Inc.

HLH Building

101 World Drive

Peachtree City, GA  30269

Attn:  Chief Executive Officer

Re:Exercise of Nonqualified Stock Option

Gentlemen:

Subject to acceptance hereof by Global Aviation Holdings, Inc. (the “Company”) and pursuant to the provisions of the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan for Outside Directors (the “Plan”), I hereby give notice of my election to exercise options granted to me to purchase                              shares of Common Stock of the Company under the Nonqualified Stock Option Award (the “Award”) dated as of                                   .  The purchase shall take place as of        & nbsp;            , 20       (the “Exercise Date”).

On or before the Exercise Date, I will pay the applicable purchase price as follows:

oby delivery of cash or a certified check for $                           for the full purchase price payable to the order of Global Aviation Holdings, Inc.

oby having a number of Option Shares withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price;

oby delivery of shares of Common Stock that I own and that are represented by a stock certificate I will surrender to the Company with my endorsement.  If the number of shares of Common Stock represented by such stock certificate exceed the number to be applied against the purchase price, I understand that a new stock certificate will be issued to me reflecting the excess number of shares; or

oif and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by delivery of the purchase price by                                                   , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System.  I hereby authorize the Company to issue a stock certificate for the number of shares indicated above in the name of said broker, dealer or othe r creditor or its nominee pursuant to instructions received by the Company and to deliver said stock

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certificate directly to that broker, dealer or other creditor (or to such other party specified in the instructions received by the Company from the broker, dealer or other creditor) upon receipt of the purchase price.

I understand that I am not permitted to exercise the Option if I have been given notice that my service will be terminated for Cause.  I understand that if my ability to exercise is suspended in the manner provided for in the foregoing sentence, my ability to exercise may only be reinstated in the event that I cure the circumstances specified in such notice that was the basis for my termination for Cause and only if such ability to cure is expressly provided for in the applicable service agreement or otherwise.

As soon as the stock certificate is registered in my name, please deliver it to me at the above address.

If the Common Stock being acquired is not registered for issuance to and resale by the Participant pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the “1933 Act”), I hereby represent, warrant, covenant, and agree with the Company as follows:

The shares of the Common Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor am I aware of the existence of any distribution of the Common Stock;

I am not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the prospects of the Company;

The Common Stock was not offered to me by means of publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means;

I am able to bear the economic risks of the investment in the Common Stock, including the risk of a complete loss of my investment therein;

I understand and agree that the Common Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

The Common Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions.  The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

The Company will be under no obligation to register the Common Stock or to comply with any exemption available for sale of the Common Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 under the 1933 Act are not now available and no assurance has been given that it or they will become available.  The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Common Stock;

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I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records.  I have examined such of these documents as I wished and am familiar with the business and affairs of the Company.  I realize that the purchase of the Common Stock is a speculative investment and that any possible profit therefrom is uncertain;

I have had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to the Company and its affairs.  I have received all information and data with respect to the Company which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Company;

I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and

The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Common Stock of the Company issued to me pursuant to this Award.  Acceptance by me of the certificate representing such Common Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice.  I further understand that capitalized terms used in this Notice of Exercise without definition shall have the meanings given to them in the Award or in the Plan, as applicable.

Very truly yours,

< td width="5%" valign="top" style="padding:0in 0in 0in 0in;width:5.4%;">

AGREED TO AND ACCEPTED:
GLOBAL AVIATION HOLDINGS, IN C.
By:
Title:
Number of Shares	Number of Shares
Exercised:	Remaining:
Date:

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EX-10.11

Exhibit 10.11

RESTRICTED STOCK AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the Grant Date by and between GLOBAL AVIATION HOLDINGS, INC. (the “Company”), a company organized under the laws of the State of Delaware; and                                                      (the “Employee”).

Upon and subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Employee the Restricted Shares described below pursuant to the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan (the “Plan”) in consideration of the Employee’s services to the Company (the “Restricted Stock Award”).

A.Grant Date:                                    .

B.Restricted Shares:                         shares of the Company’s Class A common stock (“Common Stock”).

C.Plan under which granted:  Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan.

D.Vesting:  The Restricted Shares shall become vested, as and to the extent indicated below, only if the “Service Condition,” as specified below, is satisfied.

	Percentage of Restricted Shares
Years of Vesting Service	which are Vested Shares
Less than 5	0%
5 or more	100%

The Employee shall receive one Year of Vesting Service for each full consecutive one-year period of continuous service during the period beginning with the Grant Date and ending on the date the Employee experiences a Termination of Employment with the Company and all of its Affiliates, regardless of the reason.

Notwithstanding the foregoing, the Service Condition will be deemed satisfied as to all of the Restricted Shares if the Employee provides continuous services to the Company and/or any Affiliate following the Grant Date through the date of any of the earlier events listed below:

(a)in the event of (i) a Termination of Employment by the Company (or Affiliate) without Cause; or (ii) a Termination of Employment from the Company and all Affiliates due to either death or a Disability; or

(b)the effective date of a Change in Control.

The Restricted Shares which have satisfied (or are deemed to have satisfied) the Service Condition are herein referred to as the “Vested Shares.”  Any portion of the Restricted Shares which have not become Vested Shares in accordance with this Paragraph D. before or at the time of Employee’s Termination of Employment with the Company and all of its Affiliates shall be forfeited.

E.Employee Acknowledgement:  The Employee acknowledges and agrees that partial consideration for the granting of the Award is the Employee’s consent to the cancellation of the outstanding equity rights in favor of the Employee as identified in Schedule 1 hereto and that all entitlements represented by such equity rights lapse and become null and void upon the Employee’s execution of this Award.

IN WITNESS WHEREOF, the Company and the Employee have executed and sealed this Award as of the Grant Date set forth above.

GLOBAL AVIATION HOLDINGS, INC.:

By:

Title:

Employee

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ADDITIONAL TERMS AND CONDITIONS

TO THE

RESTRICTED STOCK AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

1.Condition to Delivery of Restricted Shares.

(a)Employee must deliver to the Company, within two (2) business days after the earlier of (i) the date (the “Vesting Date”) on which any Restricted Shares become Vested Shares, or (ii) the date the Employee makes an election pursuant to Section 83(b) of the Internal Revenue Code as to all or any portion of the Restricted Shares, either cash or a certified check payable to the Company in the amount of all tax withholding obligations (whether federal, state or local) imposed on the Company by reason of the vesting of the Restricted Shares, or the making of an election pursuant to Section 83(b) of the Internal Revenue Code, as applicable, except as provided in Section 1(b).

(b)If the Employee does not make an election pursuant to Section 83(b) of the Internal Revenue Code, in lieu of paying the withholding tax obligations in cash or by certified check as required by Section 1(a), Employee may elect (the “Withholding Election”) to have the actual number of shares of Common Stock that become Vested Shares reduced by the smallest number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock determined by the closing price for the Common Stock on the last business day immediately preceding the applicable Vesting Date, is sufficient to satisfy the amount of the tax withholding obligations imposed on the Company by reason of the vesting of the Restricted Shares on the applicable Vesting Date.  Employee may make a Withholding Election only if all of the following conditions are met:

(i)the Withholding Election must be made on or prior to the Vesting Date by executing and delivering to the Company a properly completed Notice of Withholding Election, in substantially the form of Exhibit A attached hereto; and

(ii)any Withholding Election made will be irrevocable; however, if the Vesting Date is not attributable to a Change in Control, the Committee (as defined in the Plan) may, in its sole discretion, disapprove and give no effect to any Withholding Election.

(c)Unless and until the Employee provides for the payment of the tax withholding obligations in accordance with the provisions of this Section 1, the Company shall have no obligation to deliver any of the Vested Shares and may take any other actions necessary to satisfy such obligations, including withholding of appropriate sums from other amounts payable to the Employee.  If the shares of Common Stock are being traded by brokers and the Employee is not a “director” or “executive officer”, within the meaning of Section 13(k) of the Securities Exchange Act of 1934 (Section 402 of the Sarbanes-Oxley Act of 2002), at the time tax withholding obligations become due, at the

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request of the Employee, the Committee may make, or authorize the making of, such arrangements with the Employee and a broker, dealer or other “creditor” (as defined by Regulation T issued by the Board of Governors of the Federal Reserve System) acting on behalf of the Employee for the receipt from such broker, dealer or other “creditor” of cash by the Company in an amount necessary to satisfy the Employee’s tax withholding obligations in exchange for delivery of a number of Vested Shares directly to the broker, dealer or other “creditor” having a value equal to the cash delivered.

2.Issuance of Restricted Shares.

(a)The Company shall issue the Restricted Shares as of the Grant Date in either manner described below, as determined by the Committee in its sole discretion:

(i)by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Committee or the Secretary (the “Share Custodian”); or

(ii)by documenting the issuance in uncertificated or book entry form on the Company’s stock records.

Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Company or Share Custodian, as applicable, until the Restricted Shares become Vested Shares in accordance with the Vesting Schedule.

(b)If the shares of Common Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) and the Employee is determined by the Committee to be an “affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the Securities Act, the Restricted Shares (and the Vested Shares resulting therefrom) shall be evidenced only by physical share certificates.

(c)When the Restricted Shares become Vested Shares, the Company or the Share Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the Company’s election, to a broker designated by the Company (the “Designated Broker”) by either physical delivery of the share certificate(s) or book entry transfer, as applicable, for the benefit of an account established in the name of the Employee, in either case, after, to the extent applicable, payment by the Employee of the tax withholding obligations pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “cred itor” as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to in this Section 2(c) as the “Net Vested Shares”).  If the number of Vested Shares includes a fraction of a share, neither the Company nor the Share Custodian shall be required to deliver the fractional share to the Employee, and the Company shall pay the Employee the amount determined by the Company to be the estimated fair market value therefor.  At any time after receipt by the Designated Broker, the Employee may require that the Designated Broker deliver the Net Vested Shares to

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the Employee pursuant to such arrangements or agreements as may exist between the Designated Broker and the Employee.

(d)In the event that the Employee forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company.

(e)Employee hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Employee with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Employee.  The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Employee as Vested Shares or are returned to the Company as forfeited Restricted Shares or as Vested Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the applicable terms of this A ward.

(f)Until the Restricted Shares become Vested Shares, the Employee shall be entitled to all rights applicable to holders of shares of Common Stock including, without limitation, the right to vote such shares and to receive dividends or other distributions thereon as provided by Section 3, except as otherwise expressly provided in this Award.

(g)In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Employee agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

3.Dividends.  The Employee shall be entitled to dividends or other distributions paid or made on Restricted Shares but only as and when the Restricted Shares to which the dividends or other distributions are attributable become Vested Shares.  Dividends paid on Restricted Shares will be held by the Company and transferred to the Employee, without interest, on such date as the Restricted Shares become Vested Shares.  Dividends or other distributions paid on Restricted Shares that are forfeited shall be retained by the Company.

4.Restrictions on Transfer of Restricted Shares.

(a)General Restrictions.  Except as provided by this Award, the Employee shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title or interest in or to any Restricted Shares.  Any such disposition

5

not made in accordance with this Award shall be deemed null and void.  The Company will not recognize, or have the duty to recognize, any disposition not made in accordance with the Plan and this Award, and any Restricted Shares so transferred will continue to be bound by the Plan and this Award.  The Employee (and any subsequent holder of Restricted Shares) may not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any Restricted Shares except pursuant to the provisions of this Award.  Any sale, pledge or other transfer (or any attempt to effect the same) of any Restricted Shares in violation of any provision of the Plan or this Award shall be void, and the Company shall not record such transfer, assignment, pledge or other disposition on its books or treat any purported transferee or pledgee of such Restricted Shares as the owner or pledgee of such Restricted Shares for any purpose.

(b)Certain Permitted Transfers.  The restrictions contained in this Section 4 will not apply with respect to transfers of the Restricted Shares pursuant to applicable laws of descent and distribution; provided that the restrictions contained in this Section 4 will continue to be applicable to the Restricted Shares after any such transfer; and provided further that the transferee(s) of such Restricted Shares must agree in writing to be bound by the provisions of the Plan and this Award, including the provisions of Section 8.

5.Additional Restrictions on Transfer.

(a)In addition to any legends required under applicable securities laws, the certificates representing the Restricted Shares shall be endorsed with the following legend and the Employee shall not make any transfer of the Restricted Shares without first complying with the restrictions on transfer described in such legend:

TRANSFER IS RESTRICTED

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND FORFEITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A RESTRICTED STOCK AWARD, DATED                       , A COPY OF WHICH IS AVAILABLE FROM THE COMPANY.

(b)Opinion of Counsel.  No holder of Restricted Shares may sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any Restricted Shares, except (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction that fully complies with Rule 144, without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

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6.Change in Capitalization.

(a)The number and kind of Restricted Shares shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company.  No fractional shares shall be issued in making such adjustment.  All adjustments made by the Committee under this Section shall be final, binding, and conclusive.

(b)In the event of a merger, consolidation, extraordinary dividend (including a spin-off), reorganization, recapitalization, sale of substantially all of the Company’s assets, other change in the capital structure of the Company, tender offer for shares of Common Stock or a Change in Control, an appropriate adjustment may be made with respect to the Restricted Shares such that other securities, cash or other property may be substituted for the Common Stock held by Share Custodian or recorded in book entry form pursuant to this Award.

(c)The existence of the Plan and the Restricted Stock Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

7.Piggyback Registration.

(a)Initial Public Offering.  If the Company determines to register its Common Stock in an initial public offering utilizing Form S-1, the Company will promptly give to the Employee a written notice thereof and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Restricted Shares and Vested Shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Restricted Shares and Vested Shares) specified in a written request made by the Employee within thirty (30) days after the Employee 6;s receipt of the written notice from the Company, except as set forth in Section 7(b) below.  Such written request may specify all or a part of the Restricted Shares and Option Shares for inclusion in such registration and any underwriting.

(b)Underwritten Offering.  If the registration pursuant to this Section 7 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under

7

underwriting terms appropriate for such a transaction, the Company will so advise the Employee as a part of the written notice given pursuant to Subsection (a).  In such event, the right of the Employee to registration pursuant to this Section 7 will be conditioned upon the Employee’s participation in such underwriting and the inclusion of the Restricted Shares and Option Shares designated by the Employee in the underwriting to the extent provided herein.  If such Restricted Shares and Option Shares are to be included in such registration, the Employee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 7, if the representative determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated in the following manner:  the number of securities that may be included in the registration and underwriting by the Employee and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation.  If the Employee or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and the underwriter.  Any Restricted Shares and Vested Shares or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration.

(c)Expenses of Registration.  All expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 7 will be borne by the Company, and all sales commissions will be borne by the Employee pro rata on the basis of the number of the Restricted Shares and Vested Shares so registered as compared to the total shares of Common Stock so registered.

(d)Registration Procedures.  The Company will keep the Employee advised in writing as to the progress and completion of the registration.

8.Lock-up Agreement. The Employee hereby agrees that he will not, directly or indirectly, sell, offer, contract to sell, grant of options for the purchase of, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise dispose of any Vested Shares during the thirty (30) days prior to and the one hundred eighty (180) days (or any shorter period permitted by the managing underwriter) after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company; provided, all similarly situated shareholders become subject to the same restrictions.  The Employee hereby agr ees to execute and deliver any additional document or acknowledgement reflecting the foregoing provisions or containing similar restrictions as may be requested by the Company or its managing underwriters in connection with the initial public offering of Common Stock. The Company may place a legend on any stock certificates representing Vested Shares and may impose stop-transfer instructions with respect to the Vested Shares in order to enforce the foregoing restrictions.  The provisions of this Section 8 will terminate upon the completion of any Public Sale.

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9.Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Delaware; provided, however, no Restricted Shares shall be issued except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable state securities laws of the state in which the Employee resides, and/or any other applicable securities laws.

10.Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

11.Notice.  All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by facsimile or by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to the Company:	Global Aviation Holdings, Inc.
	HLH Building
	101 World Drive
	Peachtree City, GA 30269
	Attn: Chief Executive Officer
If to the Recipient:

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.  All such notices, requests, waivers and other communications shall be deemed to have been effectively given:  (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above; or (d) two (2) business days after deposit with a national overnight d elivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change its or his notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

12.Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

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13.Entire Agreement.  Subject to the terms and conditions of the Plan, this Award expresses the entire understanding and agreement of the parties with respect to the subject matter.  This Award may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

14.Headings and Capitalized Terms.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.  Capitalized terms used, but not defined, in this Award shall be given the meaning ascribed to them in Section 17 or the Plan, as applicable.

15.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

16.No Right to Continued Employment.  Neither the establishment of the Plan nor the grant of the Restricted Stock Award made pursuant to this Award shall be construed as giving Employee the right to any continued service relationship with the Company or any Affiliate.

17.Special Definitions.  As used in this Award,

(a)“Cause” has the same meaning as provided in any employment or other services agreement between the Employee and the Company or Affiliate(s) on the date of termination of the employment or other service relationship, or if no such definition or employment or services agreement exists, “Cause” means conduct amounting to:

(i)a material breach or violation of the terms of any agreement to which the Employee and the Company or Affiliate(s) are party, including, without limitation, a willful and substantial failure by the Employee to perform his duties and responsibilities in the manner and to the extent required under any such agreement;

(ii)fraud, dishonesty, or willful misconduct in the performance of the duties and responsibilities of the Employee’s service with the Company or Affiliate(s);

(iii)conviction of the Employee of a crime involving breach of trust or moral turpitude; or

(iv)gross and willful insubordination or inattention to the duties and responsibilities of the Employee’s service with the Company or Affiliate(s).

(b)“Public Sale” means the completion of any sale of any shares of Common Stock to the public pursuant to an offering registered under the Securities Act of 1933 or

10

to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act of 1933.

(c)Other capitalized terms that are not defined herein have the meaning set forth in the Plan or the Award, except where the context does not reasonably permit.

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EXHIBIT A

NOTICE OF WITHHOLDING ELECTION

GLOBAL AVIATION HOLDINGS, INC.

RESTRICTED STOCK AWARD

TO:Global Aviation Holdings, Inc.

FROM: SSN:

RE:Withholding Election

This election relates to the Restricted Stock Award identified in Paragraph 3 below. I hereby certify that:

(1)My correct name and social security number and my current address are set forth at the end of this document.

(2)I am (check one, whichever is applicable).

othe original recipient of the Restricted Stock Award.

othe legal representative of the estate of the original recipient of the Restricted Stock Award.

oa legatee of the original recipient of the Restricted Stock Award.

othe legal guardian of the original recipient of the Restricted Stock Award.

(3)The Restricted Stock Award pursuant to which this election relates was issued under the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan in the name of                                    for a total of                              shares of Common Stock. This election relates to              shares of Common Stock to be delivered upon the vesting of a portion of the Restricted Shares, provided that the numbers set forth above shall be deemed changed as appropriate to reflect stock splits and other adjustments contemplated by the applicable provisions of the Restricted Stock Award and the Plan.

(4)I hereby elect to have certain of the Vested Shares withheld and returned to the Company, rather than delivered to me, for the purpose of having the value of such shares applied to pay minimum required federal, state and local, if any, tax withholding obligations arising from the vesting event.

The fair market value of the Vested Shares to be withheld and returned to the Company shall be equal to the minimum statutory tax withholding requirements under federal, state and local law in connection with the vesting event, reduced by the amount of any cash or certified check payment tendered by me to the Company in partial payment of such tax withholding obligations.

1

(5)I understand that this Withholding Election is made prior to the Vesting Date and is otherwise timely made pursuant to Section 1 of the Restricted Stock Award and Section 5.1 of the Plan.

(6)I further understand that, if this Withholding Election is not disapproved by the Committee, the Company shall withhold from the Vested Shares a whole number of shares of Common Stock having the value specified in Paragraph 4 above.

(7)The Plan has been made available to me by the Company.  I have read and understand the Plan and the provisions of the Restricted Stock Award and I have no reason to believe that any of the conditions therein to the making of this Withholding Election have not been met.  Capitalized terms used in this Notice of Withholding Election without definition shall have the meanings given to them in the Plan or Section 17 of the Restricted Stock Award, as applicable.

Dated:

Signature:

Name (Printed)

Street Address

City, State, Zip Code

Social Security Number

2

SCHEDULE 1

Outstanding Equity Rights

1

EX-10.12

Exhibit 10.12

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

THIS NONQUALIFIED STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between GLOBAL AVIATION HOLDINGS, INC. (the “Company”), a company organized under the laws of the State of Delaware; and                          (the “Participant”).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Participant a nonqualified stock option (the “Option”), as described below, to purchase the Option Shares.

A.Grant Date:                               , 2009.

B.Type of Option:  Nonqualified Stock Option.

C.Plan under which granted:  Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan.

D.Option Shares:  All or any part of            shares of the Company’s Class A common stock (the “Common Stock”), subject to adjustment as provided in the attached Terms and Conditions.

E.Exercise Price:  The Option Shares shall be allocated among three (3) tranches (each, a “Tranche”) with the Option Shares allocated to each tranche having its own Exercise Price, as specified below:

Tranche 1, consisting of            Option Shares, with a per share exercise price of $1,000.00;

Tranche 2, consisting of            Option Shares, with a per share exercise price of $2,000.00; and

Tranche 3, consisting of            Option Shares, with a per share exercise price of $3,000.00;

Each Exercise Price shall be subject to adjustment as provided in the attached Terms and Conditions. Each Exercise Price is, in the judgment of the Committee (as defined in the Plan), not less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date.

F.Option Period:  The Option may be exercised only during the Option Period which commences on the Grant Date and ends on the earliest of:

(i)the tenth (10th) anniversary of the Grant Date; or

(ii)twelve (12) months following the date the Participant ceases to be either an employee, director, or any other type of service provider of the Company and its Affiliates due to a Termination of Employment or termination of any other service relationship for reasons other than for Cause;

provided, however, that the Option may be exercised as to no more than the vested Option Shares determined pursuant to the Vesting Schedule. Notwithstanding the foregoing, the Option shall cease to be exercisable upon the date the Participant ceases to be an employee, director, or any other type of service provider of the Company or an Affiliate due to a Termination of Employment or termination of any other service relationship by the Company or an Affiliate for Cause.  Note that other limitations to exercising the Option, as described in the attached Terms and Conditions, may apply.

G.Vesting Schedule:  The Option Shares shall become vested in accordance with Schedule 1 hereto (the “Vesting Schedule”).  Any portion of the Option which is not vested at the time of Participant’s Termination of Employment or termination of any other service relationship with the Company or an Affiliate shall be forfeited to the Company.

H.Participant Acknowledgement:  The Participant acknowledges and agrees that partial consideration for the granting of the Option is the Participant’s consent to the cancellation of the outstanding equity rights in favor of the Participant as identified in Schedule 2 hereto and that all entitlements represented by such equity rights lapse and become null and void upon the Participant’s execution of this Award.

IN WITNESS WHEREOF, the Company and the Participant have executed and sealed this Award as of the Grant Date set forth above.

GLOBAL AVIATION HOLDINGS, INC.:

By:

Title:

Participant

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TERMS AND CONDITIONS

TO THE

NONQUALIFIED STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

1.Exercise of Option.  Subject to the provisions provided herein or in the Award made pursuant to the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan:

(a)the Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period by:

(i)the delivery to the Company, at its principal place of business, of a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company at least ten (10) days prior to the date upon which Participant desires to exercise all or any portion of the Option (unless such prior notice is waived by the Company);

(ii)payment as provided in Section 3 to the Company of the applicable Exercise Price multiplied by the number of Option Shares being purchased from the Tranche(s) designated (the “Purchase Price”); and

(iii)satisfaction of the withholding tax obligations under Section 2.

Upon acceptance of such notice and receipt of payment in full of the Purchase Price and, if applicable, any withholding taxes, the Company shall cause to be issued a certificate representing the Option Shares purchased.  Notwithstanding the foregoing, in the event the Participant is given notice of termination for Cause under any employment or services agreement between the Participant and the Company or any Affiliate or otherwise, the Participant’s ability to exercise the Option shall be suspended from the giving of such notice until such time as the Participant cures the circumstance(s) constituting Cause, if expressly permitted by the applicable employment or services agreement or otherwise, or, if there is no opportunity to cure or no cure is timely effected, from and after the giving of such notice through and including the effective date that the Participant’s employment or other service relationship is terminated for Cause.

2.Withholding.  The Participant must satisfy applicable federal, state, and local, if any, withholding taxes imposed by reason of the exercise of the Option either by paying to the Company the full amount of the withholding obligation (a) in cash; (b) by tendering shares of Common Stock which are owned by the Participant prior to the date of exercise having a Fair Market Value equal to the withholding obligation (a “Withholding Election”); (c) by electing, irrevocably and in writing (also a “Withholding Election”), to have the smallest number of whole shares of Common Stock withheld by the Company which, when multiplied by the Fair Market Value of the Common Stock as of the date the Option is exercised, is sufficient to satisfy the

amount of withholding tax; or (d) by any combination of the above.  Optionee may make a Withholding Election only if the following conditions are met:

(i)the Withholding Election is made on or prior to the date the Notice of Exercise is submitted to the Company (the “Tax Date”) by executing and delivering to the Company a properly completed Notice of Withholding Election in substantially the form attached hereto as Exhibit 2; and

(ii)any Withholding Election will be irrevocable; however, the Committee may, in its sole discretion, disapprove and give no effect to the Withholding Election.

3.Purchase Price.  Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made:

(a)in cash or cash equivalents;

(b)by electing to have the number of shares of Common Stock to be issued upon exercise reduced by the number of shares of Common Stock having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash or cash equivalents equal to the Purchase Price;

(c)by delivery to the Company of a number of shares of Common Stock which are owned by the Participant, having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash or check equal to the Purchase Price;

(d)if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Participant to the Committee of instructions in a form acceptable to the Committee regarding delivery to such broker, dealer or other creditor of that number of Option Shares with respect to which the Option is exercised, but only as and to the extent permitted under Section 13(k) of the Exchange Act (Section 402 of the Sarbanes-Oxley Act of 2002); or

(e)in any combination of the foregoing.

4.Rights as Shareholder.  Until the stock certificates reflecting the Option Shares accruing to the Participant upon exercise of the Option are issued to the Participant, the Participant shall have no rights as a shareholder with respect to such Option Shares.  The Company shall make no adjustment for any dividends or distributions or other rights on or with respect to Option Shares for which the record date is prior to the issuance of that stock certificate, except as the Plan otherwise provides.

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5.Restriction on Transfer of Option and of Option Shares.

(a)General Restrictions.  The Participant (and any subsequent holder of the Option) may not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in the Option except pursuant to the provisions of this Award except or to the extent waived in writing by the Committee.  Any sale, pledge or other transfer (or any attempt to effect the same) of the Option in violation of any provision of this Award shall be void, and the Company shall not record such transfer, assignment, pledge or other disposition on its books or treat any pur ported transferee or pledgee of the Option as the owner or pledgee of the Option for any purpose.

(b)Certain Permitted Transfers of Options.  The restrictions contained in this Section will not apply with respect to transfers of the Option pursuant to applicable laws of descent and distribution; provided that the restrictions contained in this Section will continue to be applicable to the Option after any such transfer; and provided further that the transferee(s) of the Option must agree in writing to be bound by the provisions of this Award.

(c)Limitations on Option Shares.  Unless and until a Public Sale, the Participant shall be subject to the provisions of Section 9 and no transfer of the Option Shares to a third party prior to a Public Sale shall be permitted unless the transferee(s) of the Option Shares agrees in writing to be bound by the provisions of Section 9.

6.Changes in Capitalization.

(a)The number of Option Shares allocated to each Tranche and each Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).

(b)In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option with a corresponding adjustment in each Exercise Price, substituting a new option to rep lace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate, applicable Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these

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Terms and Conditions.  Any determination made by the Committee or its designee pursuant to this Section 6(b) will be final and binding on the Participant.  Any action taken by the Committee or its designee need not treat all Participants equally.

(c)The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.

7.Special Limitation on Exercise.  Any exercise of the Option is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the delivery of shares thereunder, the delivery of any or all shares pursuant to the Option may be withheld unless and until such listing, registration or qualification shall have been effected.  The Participant shall deliver to the Company, prior to the exercise of the Option, such information, rep resentations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the Option Shares are being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

8.Piggyback Registration.

(a)Initial Public Offering.  If the Company determines to register its Common Stock in an initial public offering utilizing Form S-1, the Company will promptly give to the Participant a written notice thereof and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Option Shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Option Shares) specified in a written request made by the Participant within thirty (30) days after the Participant’s receipt of the written notice f rom the Company, except as set forth in Section 8(b) below.  Such written request may specify all or a part of the Option Shares for inclusion in such registration and any underwriting.

(b)Underwritten Offering.  If the registration pursuant to this Section 8 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Participant as a part of the written notice given pursuant to Subsection (a).  In such event, the right of the Participant to registration pursuant to this Section 8 will be conditioned

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upon the Participant’s participation in such underwriting and the inclusion of the Option Shares designated by the Participant in the underwriting to the extent provided herein.  If such Option Shares are to be included in such registration, the Optionee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 8, if the representative determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwr iting will be allocated in the following manner:  the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation.  If the Participant or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and the underwriter.  Any Option Shares or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration.

(c)Expenses of Registration.  All expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 8 will be borne by the Company, and all sales commissions will be borne by the Participant pro rata on the basis of the number of the Option Shares so registered as compared to the total shares of Common Stock so registered.

(d)Registration Procedures.  The Company will keep the Participant advised in writing as to the progress and completion of the registration.

9.Lock-up Agreement. The Participant hereby agrees that he will not, directly or indirectly, sell, offer, contract to sell, grant of options for the purchase of, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise dispose of any Option Shares during the thirty (30) days prior to and the one hundred eighty (180) days (or any shorter period permitted by the managing underwriter) after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company; provided, all similarly situated shareholders become subject to the same restrictions. The Participant hereby agr ees to execute and deliver any additional document or acknowledgement reflecting the foregoing provisions or containing similar restrictions as may be requested by the Company or its managing underwriters in connection with the initial public offering of Common Stock. The Company may place a legend on any stock certificates representing Option Shares and may impose stop-transfer instructions with respect to the Option Shares in order to enforce the foregoing restrictions.

10.Legend on Stock Certificates.  Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

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11.Governing Laws.  The Award and these Terms and Conditions shall be construed, administered and enforced according to the laws of the State of Delaware; provided, however, the Option may not be exercised except in compliance with exemptions available under applicable state securities laws of the state in which the Participant resides and/or any other applicable securities laws.

12.Successors.  The Award and these Terms and Conditions shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the Participant and the Company.

13.Notice.  Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

14.Severability.  In the event that any one or more of the provisions or portion thereof contained in the Award and these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of the Award and these Terms and Conditions, and the Award and these Terms and Conditions shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

15.Entire Agreement.  Subject to the terms and conditions of the Plan, the Award and these Terms and Conditions express the entire understanding of the parties with respect to the Option.

16.Violation.  Except as provided in Section 5, any transfer, pledge, sale, assignment, or hypothecation of the Option or any portion thereof shall be a violation of the terms of the Award or these Terms and Conditions and shall be void and without effect.

17.Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing the Award or these Terms and Conditions.

18.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of the Award and these Terms and Conditions, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

19.No Right to Continued Retention.  Neither the establishment of the Plan nor the award of Option Shares hereunder shall be construed as giving the Participant the right to continued employment or other service relationship with the Company or any Affiliate.

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20.Definitions.  As used in this Award,

(a)“Cause” has the same meaning as provided in any employment or other services agreement between the Participant and the Company or Affiliate(s) on the date of termination of the employment or other service relationship, or if no such definition or employment or services agreement exists, “Cause” means conduct amounting to:

(i)a material breach or violation of the terms of any agreement to which the Participant and the Company or Affiliate(s) are party, including, without limitation, a willful and substantial failure by the Participant to perform his duties and responsibilities in the manner and to the extent required under any such agreement;

(ii)fraud, dishonesty, or willful misconduct in the performance of the duties and responsibilities of the Participant’s service with the Company or Affiliate(s);

(iii)conviction of the Participant of a crime involving breach of trust or moral turpitude; or

(iv)gross and willful insubordination or inattention to the duties and responsibilities of the Participant’s service with the Company or Affiliate(s).

(b)“Public Sale” means the completion of any sale of any shares of Common Stock to the public pursuant to an offering registered under the Securities Act of 1933 or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act of 1933.

(c)Other capitalized terms that are not defined herein have the meaning set forth in the Plan or the Award, except where the context does not reasonably permit.

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EXHIBIT 1

NOTICE OF EXERCISE OF

STOCK OPTION TO PURCHASE

COMMON STOCK OF

GLOBAL AVIATION HOLDINGS, INC.

Name

Address

Date

Global Aviation Holdings, Inc.

HLH Building

101 World Drive

Peachtree City, GA 30269

Attn:  Chief Executive Officer

Re: Exercise of Nonqualified Stock Option

Gentlemen:

Subject to acceptance hereof by Global Aviation Holdings, Inc. (the “Company”) and pursuant to the provisions of the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan (the “Plan”), I hereby give notice of my election to exercise options granted to me to purchase                              shares of Common Stock of the Company under the Nonqualified Stock Option Award (the “Award”) dated as of                       , 2009.  The purchase shall take place as of                     , 20 & nbsp;     (the “Exercise Date”).

On or before the Exercise Date, I will pay the applicable purchase price as follows:

oby delivery of cash or a certified check for $                           for the full purchase price payable to the order of Global Aviation Holdings, Inc.

oby having a number of Option Shares withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price;

oby delivery of shares of Common Stock that I own and that are represented by a stock certificate I will surrender to the Company with my endorsement.  If the number of shares of Common Stock represented by such stock certificate exceed the number to be applied against the purchase price, I understand that a new stock certificate will be issued to me reflecting the excess number of shares; or

oif and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by delivery of the purchase price by                                                   , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System.  I hereby authorize the Company to issue a stock certificate for the number of shares indicated above in the name of said broker, dealer or other creditor or its nominee pursuant to instructions received by the Company and to deliver said stock certificate directly to that broker, dealer or other creditor (or to such other party

1

specified in the instructions received by the Company from the broker, dealer or other creditor) upon receipt of the purchase price.

I understand that I am not permitted to exercise the Option if I have been given notice that my employment will be terminated for Cause.  I understand that if my ability to exercise is suspended in the manner provided for in the foregoing sentence, my ability to exercise may only be reinstated in the event that I cure the circumstances specified in such notice that was the basis for my termination for Cause and only if such ability to cure is expressly provided for in the applicable employment agreement or otherwise.

Any required federal, state, and local income tax withholding obligations on the exercise of the Award shall be paid on or before the Exercise Date in cash or cash equivalents.

As soon as the stock certificate is registered in my name, please deliver it to me at the above address.

If the Common Stock being acquired is not registered for issuance to and resale by the Participant pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the “1933 Act”), I hereby represent, warrant, covenant, and agree with the Company as follows:

The shares of the Common Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor am I aware of the existence of any distribution of the Common Stock;

I am not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the prospects of the Company;

The Common Stock was not offered to me by means of publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means;

I am able to bear the economic risks of the investment in the Common Stock, including the risk of a complete loss of my investment therein;

I understand and agree that the Common Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

The Common Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions.  The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

The Company will be under no obligation to register the Common Stock or to comply with any exemption available for sale of the Common Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 under the 1933 Act are not now available and no assurance has been given that it or they will

2

become available.  The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Common Stock;

I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records.  I have examined such of these documents as I wished and am familiar with the business and affairs of the Company.  I realize that the purchase of the Common Stock is a speculative investment and that any possible profit therefrom is uncertain;

I have had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to the Company and its affairs.  I have received all information and data with respect to the Company which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Company;

I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and

The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Common Stock of the Company issued to me pursuant to this Award.  Acceptance by me of the certificate representing such Common Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice.  I further understand that capitalized terms used in this Notice of Exercise without definition shall have the meanings given to them in the Award or in the Plan, as applicable.

		Very truly yours,
AGREED TO AND ACCEPTED:
GLOBAL AVIATION HOLDINGS, INC.
By:
Title:
Number of Shares	Number of Shares
Exercised:	Remaining:		< /font>
Date:

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EXHIBIT 2

NOTICE OF WITHHOLDING ELECTION

RELATING TO STOCK OPTION EXERCISE

PURSUANT TO

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

Name:

Address:

Date:

Global Aviation Holdings, Inc.

HLH Building

101 World Drive

Peachtree City, GA 30269

Attn:  Chief Executive Officer

This election relates to the Option identified in Paragraph 3 below.  I hereby certify that:

(1)My correct name and social security number and my current address are set forth at the end of this document.

(2)I am (check one, whichever is applicable).

othe original recipient of the Option.

othe legal representative of the estate of the original recipient of the Option.

othe legal guardian of the original recipient of the Option.

(3)The Option to which this election relates was issued with a Grant Date of                         , 2009 under the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan (the “Plan”) in the name of                        for the purchase of a total of                   ;  shares of Common Stock of the Company.  This election relates to                                shares of Common Stock issuable upon exercise of the Option, provided that the numbers set forth above shall be deemed changed as appropriate to reflect the applicable Plan provisions.

(4)In connection with any exercise of the Option with respect to the Common Stock, I hereby elect:

oto have certain of the shares issuable pursuant to the exercise withheld by the Company for the purpose of having the value of the shares applied to pay federal, state, and local, if any, taxes arising from the exercise.

1

oto tender shares held by me for a period of at least six (6) months prior to the exercise of the Option for the purpose of having the value of the shares applied to pay such taxes.

The shares to be withheld or tendered, as applicable, shall have, as of the date the option is exercised, a Fair Market Value equal to the minimum statutory tax withholding requirement under federal, state, and local law in connection with the exercise.

(5)This Withholding Election is made no later than the Tax Date and is otherwise timely made pursuant to the Plan.

(6)I understand that this Withholding Election may not be revised, amended or revoked by me.

(7)The Plan has been made available to me by the Company.  I have read and understand the Plan and I have no reason to believe that any of the conditions to the making of this Withholding Election have not been met.

(8)Capitalized terms used in this Notice of Withholding Election without definition shall have the meanings given to them in the Plan.

Dated:	&nb sp;
	Signature
Social Security Number	Name (Printed)
	Street Address
	City, State, Zip Code

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SCHEDULE 1

VESTING SCHEDULE

NONQUALIFIED STOCK OPTION AWARD

ISSUED PURSUANT TO THE

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

A.The Option Shares shall become vested Option Shares following the completion of a number of continuous years of service as an employee, director, or any other type of service provider of the Company or any Affiliate after the Grant Date as indicated in the schedule below.

Percentage of Option Shares Which are Vested Shares	Years of Service After the Grant Date
33 1/3%	1
66 2/3%	2
100%	3

B.Notwithstanding Part A, the Option will be fully vested on the effective date of a Change in Control.

C.For purposes of the Vesting Schedule, Participant shall be granted a year of service for each twelve-consecutive-month period following the Grant Date during which the employment or any other service relationship between the Participant and the Company and its Affiliates continues.  No credit will be given for completion of a partial year of service and no period of time following the Participant’s Termination of Employment and/or any other service relationship(s) with the Company (including all Affiliates) shall count towards the vesting of Option Shares.

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SCHEDULE 2

Outstanding Equity Rights

1

EX-10.13

Exhibit 10.13

INCENTIVE STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between GLOBAL AVIATION HOLDINGS, INC. (the “Company”), a company organized under the laws of the State of Delaware; and                            (the “Participant”).

Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Participant an incentive stock option (the “Option”), as described below, to purchase the Option Shares.

A.Grant Date:                                , 2009.

B.Type of Option:  Incentive Stock Option.

C.Plan under which granted:  Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan.

D.Option Shares:  All or any part of     shares of the Company’s Class A common stock (the “Common Stock”), subject to adjustment as provided in the attached Terms and Conditions.

E.Exercise Price:  $1,000.00 per share.  The Exercise Price shall be subject to adjustment as provided in the attached Terms and Conditions.  The Exercise Price is, in the judgment of the Committee, not less than 100% of the Fair Market Value of a share of Common Stock on the Grant Date or, in the case of an Over 10% Owner, not less than 110% of the Fair Market Value of a share of Common Stock on the Grant Date.

F.Option Period:  The Option may be exercised only during the Option Period which commences on the Grant Date and ends on the earliest of:

(i)the tenth (10th) anniversary of the Grant Date (unless the Participant is an Over 10% Owner, in which case the fifth (5th) anniversary of the Grant Date); or

(ii)twelve (12) months following the date the Participant ceases to be either an employee, director, or any other type of service provider of the Company and its Affiliates due to a Termination of Employment or termination of any other service relationship for reasons other than for Cause;

provided, however, that the Option may be exercised as to no more than the vested Option Shares determined pursuant to the Vesting Schedule. Notwithstanding the foregoing, the Option shall cease to be exercisable upon the date the Participant ceases to be an employee, director, or any other type of service provider of the Company or an Affiliate due to a Termination of Employment or termination of any other service

relationship by the Company or an Affiliate for Cause.  Note that other limitations to exercising the Option, as described in the attached Terms and Conditions, may apply.

G.Vesting Schedule:  The Option Shares shall become vested in accordance with Schedule 1 hereto (the “Vesting Schedule”).  Any portion of the Option which is not vested at the time of Participant’s Termination of Employment or termination of any other service relationship with the Company or an Affiliate shall be forfeited to the Company.

H.Participant Acknowledgement:  The Participant acknowledges and agrees that partial consideration for the granting of the Option is the Participant’s consent to the cancellation of the outstanding equity rights in favor of the Participant as identified in Schedule 2 hereto and that all entitlements represented by such equity rights lapse and become null and void upon the Participant’s execution of this Award.

IN WITNESS WHEREOF, the Company and the Participant have executed and sealed this Award as of the Grant Date set forth above.

GLOBAL AVIATION HOLDINGS, INC.:

By:

Title:

Participant

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TERMS AND CONDITIONS

TO THE

INCENTIVE STOCK OPTION AWARD

PURSUANT TO THE GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

1.Exercise of Option.  Subject to the provisions provided herein or in the Award made pursuant to the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan:

(a)the Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period by:

(i)the delivery to the Company, at its principal place of business, of a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company at least ten (10) days prior to the date upon which Participant desires to exercise all or any portion of the Option (unless such prior notice is waived by the Company);

(ii)payment as provided in Section 3 to the Company of the Exercise Price multiplied by the number of Option Shares being purchased (the “Purchase Price”); and

(iii)satisfaction of the withholding tax obligations under Section 2, if applicable.

Upon acceptance of such notice and receipt of payment in full of the Purchase Price and, if applicable, any withholding taxes, the Company shall cause to be issued a certificate representing the Option Shares purchased.  Notwithstanding the foregoing, in the event the Participant is given notice of termination for Cause under any employment or services agreement between the Participant and the Company or any Affiliate or otherwise, the Participant’s ability to exercise the Option shall be suspended from the giving of such notice until such time as the Participant cures the circumstance(s) constituting Cause, if expressly permitted by the applicable employment or services agreement or otherwise, or, if there is no opportunity to cure or no cure is timely effected, from and after the giving of such notice through and including the effective date that the Participant’s employment or other service relationship is terminated for Cause.

2.Withholding.  To the extent the Option is deemed to be a Nonqualified Stock Option in accordance with Section 20 hereof, the Participant must satisfy applicable federal, state, and local, if any, withholding taxes imposed by reason of the exercise of the Option either by paying to the Company the full amount of the withholding obligation (a) in cash; (b) by tendering shares of Common Stock which are owned by the Participant prior to the date of exercise having a Fair Market Value equal to the withholding obligation (a “Withholding Election”); (c) by electing, irrevocably and in writing (also a “Withholding Election” ), to have the smallest number of whole shares of Common Stock withheld by the Company which, when

multiplied by the Fair Market Value of the Common Stock as of the date the Option is exercised, is sufficient to satisfy the amount of withholding tax; or (d) by any combination of the above.

3.Purchase Price.  Payment of the Purchase Price for all Option Shares purchased pursuant to the exercise of an Option shall be made:

(a)in cash or cash equivalents;

(b)by electing to have the number of shares of Common Stock to be issued upon exercise reduced by the number of shares of Common Stock having a Fair Market Value, as determined under the Plan, on the date of exercise either equal to the Purchase Price or in combination with cash or check equal to the Purchase Price; in such case, the Participant will be deemed to have elected to receive a taxable payment of cash equal to the excess of the Fair Market Value of the number of shares of Common Stock withheld to pay the Purchase Price (less any cash or check payment actually paid by the Participant) over the portion of the Purchase Price attributable to the shares withheld, which amount shall be used to pay the Purchase Price, in exchange fo r cancellation of the portion of the vested Option attributable to the number of shares of Common Stock the Company has withheld to satisfy the Purchase Price;

(c)if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Participant to the Committee of instructions in a form acceptable to the Committee regarding delivery to such broker, dealer or other creditor of that number of Option Shares with respect to which the Option is exercised, but only as and to the extent permitted under Section 13(k) of the Exchange Act (Section 402 of the Sarbanes-Oxley Act of 2002); or

(d)in any combination of the foregoing.

4.Rights as Shareholder.  Until the stock certificates reflecting the Option Shares accruing to the Participant upon exercise of the Option are issued to the Participant, the Participant shall have no rights as a shareholder with respect to such Option Shares.  The Company shall make no adjustment for any dividends or distributions or other rights on or with respect to Option Shares for which the record date is prior to the issuance of that stock certificate, except as the Plan otherwise provides.

5.Restriction on Transfer of Option and of Option Shares.

(a)General Restrictions.  The Participant (and any subsequent holder of the Option) may not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in the Option except pursuant to the provisions of this Award.  Any sale, pledge or other transfer (or any attempt to effect the same) of the Option in violation of any provision of this Award shall be void, and the Company shall

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not record such transfer, assignment, pledge or other disposition on its books or treat any purported transferee or pledgee of the Option as the owner or pledgee of the Option for any purpose.

(b)Certain Permitted Transfers of Options.  The restrictions contained in this Section will not apply with respect to transfers of the Option pursuant to applicable laws of descent and distribution; provided that the restrictions contained in this Section will continue to be applicable to the Option after any such transfer; and provided further that the transferee(s) of the Option must agree in writing to be bound by the provisions of this Award.

(c)Limitations on Option Shares.  Unless and until a Public Sale, the Participant shall be subject to the provisions of Section 9 and no transfer of the Option Shares to a third party prior to a Public Sale shall be permitted unless the transferee(s) of the Option Shares agrees in writing to be bound by the provisions of Section 9.

6.Changes in Capitalization.

(a)The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).

(b)In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an Equity Restructuring, the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option with a corresponding adjustment in the Exercise Price, substituting a new option to repl ace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate, the Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions.  Any determination made by the Committee or its designee pursuant to this Section 6(b) will be final and binding on the Participant.  Any action taken by the Committee or its designee need not treat all Participants equally.

(c)The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity

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securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.

7.Special Limitation on Exercise.  Any exercise of the Option is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration, or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the delivery of shares thereunder, the delivery of any or all shares pursuant to the Option may be withheld unless and until such listing, registration or qualification shall have been effected.  The Participant shall deliver to the Company, prior to the exercise of the Option, such information, rep resentations and warranties as the Company may reasonably request in order for the Company to be able to satisfy itself that the Option Shares are being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

8.Piggyback Registration.

(a)Initial Public Offering.  If the Company determines to register its Common Stock in an initial public offering utilizing Form S-1, the Company will promptly give to the Participant a written notice thereof and include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Option Shares (including any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the Option Shares) specified in a written request made by the Participant within thirty (30) days after the Participant’s receipt of the written notice f rom the Company, except as set forth in Section 8(b) below.  Such written request may specify all or a part of the Option Shares for inclusion in such registration and any underwriting.

(b)Underwritten Offering.  If the registration pursuant to this Section 8 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company will so advise the Participant as a part of the written notice given pursuant to Subsection (a).  In such event, the right of the Participant to registration pursuant to this Section 8 will be conditioned upon the Participant’s participation in such underwriting an d the inclusion of the Option Shares designated by the Participant in the underwriting to the extent provided herein.  If such Option Shares are to be included in such registration, the Optionee will (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 8, if the representative

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determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated in the following manner:  the number of securities that may be included in the registration and underwriting by the Participant and each of the other shareholders will be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation.  If the Participant or any of the other shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by prompt written notice to the Company and the underwriter.  Any Option Shares or other securities excl uded or withdrawn from such underwriting will be withdrawn from such registration.

(c)Expenses of Registration.  All expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 8 will be borne by the Company, and all sales commissions will be borne by the Participant pro rata on the basis of the number of the Option Shares so registered as compared to the total shares of Common Stock so registered.

(d)Registration Procedures.  The Company will keep the Participant advised in writing as to the progress and completion of the registration.

9.Lock-up Agreement. The Participant hereby agrees that he will not, directly or indirectly, sell, offer, contract to sell, grant of options for the purchase of, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise dispose of any Option Shares during the thirty (30) days prior to and the one hundred eighty (180) days (or any shorter period permitted by the managing underwriter) after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by the Company; provided, all similarly situated shareholders become subject to the same restrictions.  The Participant here by agrees to execute and deliver any additional document or acknowledgement reflecting the foregoing provisions or containing similar restrictions as may be requested by the Company or its managing underwriters in connection with the initial public offering of Common Stock. The Company may place a legend on any stock certificates representing Option Shares and may impose stop-transfer instructions with respect to the Option Shares in order to enforce the foregoing restrictions.

10.Legend on Stock Certificates.  Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

11.Governing Laws.  The Award and these Terms and Conditions shall be construed, administered and enforced according to the laws of the State of Delaware; provided, however, the Option may not be exercised except in compliance with exemptions available under applicable state securities laws of the state in which the Participant resides and/or any other applicable securities laws.

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12.Successors.  The Award and these Terms and Conditions shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the Participant and the Company.

13.Notice.  Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

14.Severability.  In the event that any one or more of the provisions or portion thereof contained in the Award and these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of the Award and these Terms and Conditions, and the Award and these Terms and Conditions shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

15.Entire Agreement.  Subject to the terms and conditions of the Plan, the Award and these Terms and Conditions express the entire understanding of the parties with respect to the Option.

16.Violation.  Except as provided in Section 5, any transfer, pledge, sale, assignment, or hypothecation of the Option or any portion thereof shall be a violation of the terms of the Award or these Terms and Conditions and shall be void and without effect.

17.Headings.  Section headings used herein are for convenience of reference only and shall not be considered in construing the Award or these Terms and Conditions.

18.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of the Award and these Terms and Conditions, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

19.No Right to Continued Retention.  Neither the establishment of the Plan nor the award of Option Shares hereunder shall be construed as giving the Participant the right to continued employment or other service relationship with the Company or any Affiliate.

20.Qualified Status of Option.

(a)In accordance with Section 2.4 of the Plan, the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of the Option Shares which become exercisable for the first time by an individual during any calendar year shall not exceed $100,000.  If the foregoing limitation is exceeded with respect to

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any portion of the Option Shares, that portion of the Option Shares which cause the limitation to be exceeded shall be treated as a Nonqualified Stock Option.

(b)In the event the Participant’s employment is transferred to an Affiliate that is not a Parent or Subsidiary of the Company, the Option shall become a Nonqualified Stock Option no later than three (3) months following such transfer and shall remain a Nonqualified Stock Option for the remainder of the Option Period.

21.Definitions.  As used in this Award,

(a)“Cause” has the same meaning as provided in any employment or other services agreement between the Participant and the Company or Affiliate(s) on the date of termination of the employment or other service relationship, or if no such definition or employment or services agreement exists, “Cause” means conduct amounting to:

(i) a material breach or violation of the terms of any agreement to which the Participant and the Company or Affiliate(s) are party, including, without limitation, a willful and substantial failure by the Participant to perform his duties and responsibilities in the manner and to the extent required under any such agreement;

(ii)fraud, dishonesty, or willful misconduct in the performance of the duties and responsibilities of the Participant’s service with the Company or Affiliate(s);

(iii)conviction of the Participant of a crime involving breach of trust or moral turpitude; or

(iv)gross and willful insubordination or inattention to the duties and responsibilities of the Participant’s service with the Company or Affiliate(s).

(b)“Public Sale” means the completion of any sale of any shares of Common Stock to the public pursuant to an offering registered under the Securities Act of 1933 or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act of 1933.

(c)Other capitalized terms that are not defined herein have the meaning set forth in the Plan or the Award, except where the context does not reasonably permit.

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EXHIBIT 1

NOTICE OF EXERCISE OF

STOCK OPTION TO PURCHASE

COMMON STOCK OF

GLOBAL AVIATION HOLDINGS, INC.

Name

Address

Date

Global Aviation Holdings, Inc.

HLH Building

101 World Drive

Peachtree City, GA 30269

Attn:  Chief Executive Officer

Re: Exercise of Incentive Stock Option

Gentlemen:

Subject to acceptance hereof by Global Aviation Holdings, Inc. (the “Company”) and pursuant to the provisions of the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan (the “Plan”), I hereby give notice of my election to exercise options granted to me to purchase                              shares of Common Stock of the Company under the Incentive Stock Option Award (the “Award”) dated as of                       , 2009.  The purchase shall take place as of                     , 20 &nbs p;     (the “Exercise Date”).

On or before the Exercise Date, I will pay the applicable purchase price as follows:

oby delivery of cash or a certified check for $                           for the full purchase price payable to the order of Global Aviation Holdings, Inc.

oby having a number of Option Shares withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price; I understand that as a result of this election, I will be deemed to have elected to receive a taxable payment of cash equal to the excess of the Fair Market Value of the number of shares of Common Stock withheld to pay the Purchase Price (less any payment I make by check) over the portion of the purchase price attributable to the shares withheld, which amount shall be used to pay the purchase price, in exchange for a cancellation of the port ion of the vested Option attributable to the number of shares of Common Stock the Company has withheld to satisfy the purchase price;

oby delivery of shares of Common Stock that I own and that are represented by a stock certificate I will surrender to the Company with my endorsement.  If the number of shares of Common Stock represented by such stock certificate exceed the number to be applied against the purchase price, I understand that a new stock certificate will be issued to me reflecting the excess number of shares; or

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oif and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by delivery of the purchase price by                                                   , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System.  I hereby authorize the Company to issue a stock certificate for the number of shares indicated above in the name of said broker, dealer or other creditor or its nominee pursuant to instructions received by the Company and to deliver said stock certificate directly to that broker, dealer or other creditor (or to such other party specified in the instructions received by the Company from the broker, dealer or other creditor) upon receipt of the purchase price.

I understand that I am not permitted to exercise the Option if I have been given notice that my employment will be terminated for Cause.  I understand that if my ability to exercise is suspended in the manner provided for in the foregoing sentence, my ability to exercise may only be reinstated in the event that I cure the circumstances specified in such notice that was the basis for my termination for Cause and only if such ability to cure is expressly provided for in the applicable employment agreement or otherwise.

Any required federal, state, and local income tax withholding obligations on the exercise of the Award shall be paid on or before the Exercise Date in cash or cash equivalents.

As soon as the stock certificate is registered in my name, please deliver it to me at the above address.

If the Common Stock being acquired is not registered for issuance to and resale by the Participant pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the “1933 Act”), I hereby represent, warrant, covenant, and agree with the Company as follows:

The shares of the Common Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor am I aware of the existence of any distribution of the Common Stock;

I am not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the prospects of the Company;

The Common Stock was not offered to me by means of publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means;

I am able to bear the economic risks of the investment in the Common Stock, including the risk of a complete loss of my investment therein;

I understand and agree that the Common Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder;

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The Common Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions.  The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws;

The Company will be under no obligation to register the Common Stock or to comply with any exemption available for sale of the Common Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 under the 1933 Act are not now available and no assurance has been given that it or they will become available.  The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Common Stock;

I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records.  I have examined such of these documents as I wished and am familiar with the business and affairs of the Company.  I realize that the purchase of the Common Stock is a speculative investment and that any possible profit therefrom is uncertain;

I have had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to the Company and its affairs.  I have received all information and data with respect to the Company which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Company;

I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and

The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Common Stock of the Company issued to me pursuant to this Award.  Acceptance by me of the certificate representing such Common Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

[Remainder of Page Intentionally Left Blank]

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I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice.  I further understand that capitalized terms used in this Notice of Exercise without definition shall have the meanings given to them in the Award or in the Plan, as applicable.

			Very truly yours,
AGREED TO AND ACCEPTED:
GLOBAL AVIATION HOLDINGS, INC.
By:
Title:
Number of Shares		Number of Shares
Exercised:		Remaining:		& nbsp;
Date:	< /font>

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SCHEDULE 1

VESTING SCHEDULE

INCENTIVE STOCK OPTION AWARD

ISSUED PURSUANT TO THE

GLOBAL AVIATION HOLDINGS, INC.

2009 LONG-TERM INCENTIVE PLAN

A.The Option Shares shall become vested Option Shares following the completion of a number of continuous years of service as an employee, director, or any other type of service provider of the Company or any Affiliate after the Grant Date as indicated in the schedule below.

Percentage of Option Shares Which are Vested Shares	Years of Service After the Grant Date
33 1/3%	1
66 2/3%	2
100%	3

B.Notwithstanding Part A, the Option will be fully vested on the effective date of a Change in Control.

C.For purposes of the Vesting Schedule, Participant shall be granted a year of service for each twelve-consecutive-month period following the Grant Date during which the employment or any other service relationship between the Participant and the Company and its Affiliates continues.  No credit will be given for completion of a partial year of service and no period of time following the Participant’s Termination of Employment and/or any other service relationship(s) with the Company (including all Affiliates) shall count towards the vesting of Option Shares.

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SCHEDULE 2

Outstanding Equity Rights

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EX-10.14

Exhibit 10.14

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO STOCK OPTION PLAN FOR MANAGEMENT EMPLOYEES

OF NEW ATA HOLDINGS INC.

This Agreement is made as of this            day of July, 2006 between New ATA Holdings Inc., a Delaware corporation (the “Company”), having its principal place of business in Indianapolis, Indiana, and                        (the “Grantee”).

The Grantee is an employee of the Company and is in a position to contribute significantly to the Company’s long-term growth and strategic goals.  The Company desires to grant to the Grantee an option to purchase shares of the Company’s common stock, par value $.0001 per share (the “Shares”), under the Stock Option Plan for Management Employees of New ATA Holdings Inc. (the “Plan”), as approved by the Board of Directors of the Company on March 23, 2006.

In consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the parties agree as follows:

1.Grant of Option.  The Company hereby grants to the Grantee the right and option (“Option”) to purchase all or any part of an aggregate of one thousand five hundred (1,500) Shares on the terms and conditions and subject to all the limitations set forth in this Agreement and in the Plan, which is incorporated in this Agreement by reference.

2.Qualified Status:  The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

3.Purchase Price.  The purchase price of the Shares covered by the Option shall be $10.00 per Share.

4.Exercise of Option.

(a)Except as expressly provided in subparagraph (b) of this Paragraph,  Paragraph 5 or the Plan, the Option shall become exercisable as to the following aggregrate number of Shares covered by the Option on and after each of the following dates during the term of the Option:

Date	Number of Shares
3/1/07	500
3/1/08	500
3/1/09	500

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(b)Upon the occurrence of a Significant Event, or upon the termination of Grantee’s full-time employment because of death, Disability, or retirement after age 60, the Option shall immediately become exercisable in full with respect to all the Shares.

5.Term of Option.  The Option shall expire at the close of business on March 23, 2013 (the “Termination Date”), unless earlier terminated as provided in the Plan or the following provisions of this Paragraph.

(c)Except as provided in the following provisions of this Paragraph 5, if the Grantee ceases to be a full-time employee (as defined in the Company’s employment policies or practices) of the Company for any reason other than for “cause”, as defined in the Plan, the Option will terminate at the end of three months following the date the Grantee ceases to be a full-time employee.  In that event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of termination of full-time employment.  In the event the Grantee is terminated from employment for “cause,” the Option to the extent not then exercised shall terminate on the date of termination of employment.

(d)In the event of the Grantee’s death, Disability, or retirement after age 60 while a full-time employee of the Company, the Option shall terminate at the end of one year following the date of termination for death, Disability, or retirement after age 60.

6.Notice of Exercise.  An Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to the Company, in the form prescribed by the Committee, together with the tender of the purchase price and payment of all withholding obligations imposed on the Company.  Such written notice shall be signed by the person exercising the Option and state the number of Shares with respect to which such Option is being exercised (which Shares, if fewer than all of the Shares subject to the Option, shall be not fewer than 50).  The Company shall pay all original issue taxes with respect to the issue of t he Shares pursuant to this Agreement and all other related fees and expenses necessarily incurred by the Company.  Except as specifically set forth in this Agreement, the Grantee acknowledges that any income or other taxes due from him or her with respect to the Option or the Shares issuable pursuant to the Options shall be the responsibility of the Grantee.

7.Method of Payment.  Payment of the purchase price may be made in cash or in Shares already owned by the Grantee having a Fair Market Value equal to the full amount of the purchase price, as determined by the Committee.  Cash payments may be made by wire transfer or check.  Payments in Shares may be made by delivering Share certificates in negotiable form or a completed attestation form prescribed by the Committee.

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8.Non-Assignability.  Unless the Committee specifically approves a transfer by gift to a member of the Grantee’s immediate family or to a trust for such member’s benefit, the Option shall not be transferable by the Grantee otherwise than by will or by the laws of descent and distribution and shall be exercisable, during the Grantee’s lifetime, only by the Grantee.

9.Purchase of Option.  The Option may be purchased by the Company, solely at its election, upon the request of the Grantee, as described in the Plan.

10.Notices.  Any notices required or permitted by the terms of this Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:	New ATA Holdings Inc.
	7337 West Washington Street
	Indianapolis, Indiana 46231
	Attention: Secretary
To the Grantee:	At the address of Grantee in the Grantee’s employment file.

or to such other address or addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions.  Either party hereto may change the address of which notices shall be given by providing the other party hereto with written notice of such change.

11.Governing Law.  This Agreement shall be construed and enforced in accordance with the law of the State or Indiana, except to the extent the law of the State of Delaware may be applicable.

12.Benefit of Agreement.  This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

13.Plan Controlling.  The Options and the terms and conditions set forth in the Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Company shall be binding and conclusive upon the Grantee and his or her legal representatives.

14.Qualification of Rights.  Neither this Agreement nor the exercise of an Option shall be construed as giving the Grantee any right (a) to be retained in the employ of the Company; or (b) as a shareholder with respect to the Shares, until the certificates for the Shares have been issued and delivered to the Grantee.

3

15.Representations and Warranties of Participant.  The Grantee represents and warrants to the Company that he or she has received and reviewed a copy of the Plan; and understands that neither the Option nor any of the rights and interests under the Plan or this Agreement may be assigned, encumbered or otherwise transferred except, in the event of death, by will or the laws of descent and distribution.

16.Definition of Terms.  Unless otherwise defined this Agreement, any terms used in this Agreement have the same meanings as in the Plan.

The Company, by its duly authorized officer, and the Grantee hereby execute this Agreement as of the day and year first above written.

NEW ATA HOLDINGS INC.

By :

Printed Name: Brian T. Hunt

Title: Sr.Vice President, General Counsel & Secretary

GRANTEE:

4

EX-10.15

Exhibit 10.15

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO

THE NEW ATA HOLDINGS INC.

2006 LONG TERM INCENTIVE PLAN

This Agreement is made as of this 12th day of September, 2006 (the “Grant Date”) between New ATA Holdings Inc., a Delaware corporation (the “Company”), having its principal place of business in Indianapolis, Indiana, and                              (the “Grantee”).

The Grantee is an employee of the Company and is in a position to contribute significantly to the Company’s long-term growth and strategic goals.  The Company desires to grant to the Grantee an option to purchase shares of the Company’s common stock, par value $.0001 per share (the “Shares”), under the New ATA Holdings Inc. 2006 Long Term Incentive Plan (the “Plan”).

In consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the parties agree as follows:

1.Grant of Option.  As of the date indicated above, the Company hereby grants to the Grantee the right and option (“Option”) to purchase all or any part of an aggregate of                              (          ) Shares on the terms and conditions and subject to all the limitations set forth in this Agreement and in the Plan, which is incorporated in this Agreement by reference.

2.Qualified Status:  The Option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

3.Purchase Price.  The purchase prices of the Shares covered by the Option shall be as follows:

	Shares	Purchase Price/Share
Tranche 1		$	30
Tranche 2		$	40
Tranche 3		$	50
Tranche 4		$	60

1

4.Exercise of Option.

(a)Except as expressly provided in subparagraph (b) of this Paragraph,  Paragraph 5 or the Plan, the Option shall become exercisable as to the following aggregrate number of Shares covered by the Option on and after each of the following dates during the term of the Option:

60

Date	Number of Shares	Purchase Price/Share
9/12/08		$	30
		$	40
		$	50
		$
9/12/09		$	30
		$	40
		$	50
		$	60
9/12/10		$	30
		$	40
		$	50
		$	60

(b)Upon the occurrence of a Significant Event or Tag Along Event, or upon the termination of Grantee’s full-time employment because of a termination without cause, death, Disability, or retirement after age 60, the Option shall immediately become exercisable in full with respect to all the Shares.

(c)Prior to a Termination Event (as defined in the By-laws of the Company), should any Qualified Class A Stockholder (the “Selling Shareholder”) propose to engage in a Tag Along Event (as defined in the Plan), the Grantee shall have the right to participate in such Tag Along Event, solely with respect to the Options which the Grantee converted into Shares, in accordance with this Section 4(c), pursuant to the specified terms and conditions of such Tag Along Event.  Following an agreement on a Tag Along Event, the Company shall promptly forward to the Grantee the notice it received from the Selling Shareholder, which includes the name and address of the proposed purchaser (the “Proposed Purchaser”) an d the terms and conditions of such Tag Along Event (the “Tag Along Notice”).  The Grantee shall be entitled, upon written notice to the Selling Shareholder and the Company within ten (10) days after receipt of the Tag Along Notice, to advise the Company and the Selling Shareholder that it wishes to participate in such Tag Along Event, and in the event, and to the extent, of such participation, the Grantee shall be treated as a “Co-Sale Offeree” for purposes of Section 7.3 of the By-laws of the Company.

2

5.Term of Option.  The Option shall expire at the close of business on September 11, 2013 (the “Termination Date”), unless earlier terminated as provided in the Plan or the following provisions of this Paragraph.

(a)Except as provided in the following provisions of this Paragraph 5, if the Grantee ceases to be a full-time employee (as defined in the Company’s employment policies or practices) of the Company for any reason other than for “cause”, as defined in the Plan, the Option will terminate at the end of three months following the date the Grantee ceases to be a full-time employee.  In that event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of termination of full-time employment.  In the event the Grantee is terminated from employment for “cause,” the Option to the extent not then exer cised shall terminate on the date of termination of employment.

(b)In the event of the Grantee’s death, Disability, or retirement after age 60 while a full-time employee of the Company, the Option shall terminate at the end of one year following the date of termination for death, Disability, or retirement after age 60.

6.Notice of Exercise.  An Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice to the Company, in the form prescribed by the Committee, together with the tender of the purchase price and payment of all withholding obligations imposed on the Company.  Such written notice shall be signed by the person exercising the Option and state the number of Shares with respect to which such Option is being exercised (which Shares, if fewer than all of the Shares subject to the Option, shall be not fewer than 50).  The Company shall pay all original issue taxes with respect to the issue of t he Shares pursuant to this Agreement and all other related fees and expenses necessarily incurred by the Company.  Except as specifically set forth in this Agreement, the Grantee acknowledges that any income or other taxes due from him or her with respect to the Option or the Shares issuable pursuant to the Options shall be the responsibility of the Grantee.

7.Method of Payment.  Payment of the purchase price may be made in cash or in Shares already owned by the Grantee having a Fair Market Value equal to the full amount of the purchase price, as determined by the Committee.  Cash payments may be made by wire transfer or check.  Payments in Shares may be made by delivering Share certificates in negotiable form or a completed attestation form prescribed by the Committee.

8.Non-Assignability.  Unless the Committee specifically approves a transfer by gift to a member of the Grantee’s immediate family or to a trust for such member’s benefit, the Option shall not be transferable by the Grantee otherwise than by will or by the laws of descent and distribution and shall be exercisable, during the Grantee’s lifetime, only by the Grantee.

9.Notices.  Any notices required or permitted by the terms of this Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

3

To the Company:	Global Aero Logistics Inc.
	101 World Drive
	Peachtree City, GA 30269
	Attention: Secretary
To the Grantee:

or to such other address or addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions.  Either party hereto may change the address of which notices shall be given by providing the other party hereto with written notice of such change.

10.Governing Law.  This Agreement shall be construed and enforced in accordance with the law of the State of Georgia, except to the extent the law of the State of Delaware may be applicable.

11.Benefit of Agreement.  This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

12.Plan Controlling.  The Options and the terms and conditions set forth in the Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Company shall be binding and conclusive upon the Grantee and his or her legal representatives.

13.Qualification of Rights.  Neither this Agreement nor the exercise of an Option shall be construed as giving the Grantee any right (a) to be retained in the employ of the Company; or (b) as a shareholder with respect to the Shares, until the certificates for the Shares have been issued and delivered to the Grantee.

14.Representations and Warranties of Participant.  The Grantee represents and warrants to the Company that he or she has received and reviewed a copy of the Plan; and understands that neither the Option nor any of the rights and interests under the Plan or this Agreement may be assigned, encumbered or otherwise transferred except, in the event of death, by will or the laws of descent and distribution.

15.Definition of Terms.  Unless otherwise defined this Agreement, any terms used in this Agreement have the same meanings as in the Plan.

The Company, by its duly authorized officer, and the Grantee hereby execute this Agreement as of the day and year first above written.

4

NEW ATA HOLDINGS INC.

By:

Printed Name:

Title:

GRANTEE:

5

EX-10.16

Exhibit 10.16

INDENTURE

Dated as of August 13, 2009

Among

GLOBAL AVIATION HOLDINGS INC.

NORTH AMERICAN AIRLINES, INC.

WORLD AIRWAYS, INC.,

as Issuers,

THE GUARANTORS NAMED HEREIN,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent

14% SENIOR SECURED FIRST LIEN NOTES DUE 2013

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.08; 7.10
(b)	7.08; 7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	7.06; 13.04
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03; 4.04; 12.02; 12.05
(b)	13.03
(c)(1)	12.04; 12.05
(c)(2)	12.04; 12.05
(c)(3)	N.A.
(d)	13.04
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	N.A.

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Other Defined Terms	25
Section 1.03	Incorporation by Reference of Trust Indenture Act	26
Section 1.04	Rules of Construction	27
Section 1.05	Acts of Holders	27
ARTICLE 2 THE NOTES		28
Section 2.01	Form and Dating; Terms	28
Section 2.02	Execution and Authentication; Aggregate Principal Amount	30
Section 2.03	Registrar, Paying Agent and Calculation Agent	30
Section 2.04	Paying Agent to Hold Money in Trust	30
Section 2.05	Holder Lists	31
Section 2.06	Transfer and Exchange	31
Section 2.07	Replacement Notes	44
Section 2.08	Outstanding Notes	44
Section 2.09	Treasury Notes	44
Section 2.10	Temporary Notes	45
Section 2.11	Cancellation	45
Section 2.12	Defaulted Interest	45
Section 2.13	CUSIP and ISIN Numbers	45
ARTICLE 3 REDEMPTION		46
Section 3.01	Notices to Trustee	46
Section 3.02	Selection of Notes to Be Redeemed or Purchased	46
Section 3.03	Notice of Redemption	46
Section 3.04	Effect of Notice of Redemption	47
Section 3.05	Deposit of Redemption or Purchase Price	47
Section 3.06	Notes Redeemed or Purchased in Part	48
Section 3.07	Optional Redemption	48
Section 3.08	Mandatory Redemption	49
Section 3.09	Offers to Repurchase by Application of Excess Proceeds, Semi-Annual Offer Amount or ATA Excess Proceeds	49
ARTICLE 4 COVENANTS		51
Section 4.01	Payment of Notes	51
Section 4.02	Maintenance of Office or Agency	51
Section 4.03	Reports	52
Section 4.04	Compliance Certificate	53
Section 4.05	Taxes	53
Section 4.06	Stay, Extension and Usury Laws	53
Section 4.07	Limitation on Restricted Payments	54

i

Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
Section 4.09	Limitation on Incurrence of Indebtedness	57
Section 4.10	Asset Sales	60
Section 4.11	Semi-Annual Offer	61
Section 4.12	Transactions with Affiliates	61
Section 4.13	Liens	63
Section 4.14	Corporate Existence	63
Section 4.15	Offer to Repurchase upon Change of Control	63
Section 4.16	Sale and Leaseback Transactions	65
Section 4.17	Issuances and Sales of Equity Interests in Subsidiaries	65
Section 4.18	Business Activities	65
Section 4.19	Minimum Consolidated Cash Flow	66
Section 4.20	Payments for Consent	66
Section 4.21	Subsidiary Guarantees	66
Section 4.22	Further Assurances	67
Section 4.23	Mortgages	67
Section 4.24	ATA Distribution Offer	68
Section 4.25	Changes in Accounting Periods	69
Section 4.26	Amendments to Second Lien Credit Agreement	69
Section 4.27	Maintenance of Property and Insurance	69
Section 4.28	Additional Interest Notice	69
ARTICLE 5 SUCCESSORS		70
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	70
Section 5.02	Successor Corporation Substituted	71
ARTICLE 6 DEFAULTS AND REMEDIES		71
Section 6.01	Events of Default	71
Section 6.02	Acceleration	73
Section 6.03	Other Remedies	74
Section 6.04	Waiver of Past Defaults	74
Section 6.05	Control by Majority	74
Section 6.06	Limitation on Suits	75
Section 6.07	Rights of Holders of Notes to Receive Payment	75
Section 6.08	Collection Suit by Trustee	75
Section 6.09	Restoration of Rights and Remedies	75
Section 6.10	Rights and Remedies Cumulative	76
Section 6.11	Delay or Omission Not Waiver	76
Section 6.12	Trustee May File Proofs of Claim	76
Section 6.13	Priorities	77
Section 6.14	Undertaking for Costs	77
ARTICLE 7 TRUSTEE		77
Section 7.01	Duties of Trustee	77
Section 7.02	Rights of Trustee	78
Section 7.03	Individual Rights of Trustee	79
Section 7.04	Trustee’s Disclaimer	79

ii

Section 7.05	Notice of Defaults	80
Section 7.06	Reports by Trustee to Holders of the Notes	80
Section 7.07	Compensation and Indemnity	80
Section 7.08	Replacement of Trustee	81
Section 7.09	Successor Trustee by Merger, etc.	82
Section 7.10	Eligibility; Disqualification	82
Section 7.11	Preferential Collection of Claims Against the Issuers	82
Section 7.12	Trustee in Other Capacities; Collateral Agent	82
Section 7.13	Co-Trustees, Co-Collateral Agent and Separate Trustees, Collateral Agent	82
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		84
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	84
Section 8.02	Legal Defeasance and Discharge	84
Section 8.03	Covenant Defeasance	84
Section 8.04	Conditions to Legal or Covenant Defeasance	85
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	86
Section 8.06	Repayment to the Issuers	86
Section 8.07	Reinstatement	86
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER		87
Section 9.01	Without Consent of Holders of Notes	87
Section 9.02	With Consent of Holders of Notes	88
Section 9.03	Compliance with Trust Indenture Act	89
Section 9.04	Revocation and Effect of Consents	89
Section 9.05	Notation on or Exchange of Notes	90
Section 9.06	Trustee to Sign Amendments, etc.	90
ARTICLE 10 GUARANTEES		90
Section 10.01	Guarantee	90
Section 10.02	Limitation on Guarantor Liability	92
Section 10.03	Execution and Delivery	92
Section 10.04	Subrogation	92
Section 10.05	Benefits Acknowledged	92
Section 10.06	Release of Guarantees	92
Section 10.07	Successors and Assigns	93
ARTICLE 11 SATISFACTION AND DISCHARGE		93
Section 11.01	Satisfaction and Discharge	93
Section 11.02	Application of Trust Money	94
ARTICLE 12 MISCELLANEOUS		94
Section 12.01	Trust Indenture Act Controls	94
Section 12.02	Notices	94
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	96
Section 12.04	Certificate and Opinion as to Conditions Precedent	96

iii

Section 12.05	Statements Required in Certificate or Opinion	96
Section 12.06	Rules by Trustee and Agents	96
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	97
Section 12.08	Governing Law	97
Section 12.09	Waiver of Jury Trial	97
Section 12.10	No Adverse Interpretation of Other Agreements	97
Section 12.11	Successors	97
Section 12.12	Severability	97
Section 12.13	Counterpart Originals	97
Section 12.14	Table of Contents, Headings, etc.	98
Section 12.15	Force Majeure	98
Section 12.16	U.S.A. Patriot Act	98
ARTICLE 13 SECURITY		98
Section 13.01	Grant of Security Interest	98
Section 13.02	Intercreditor Agreement	99
Section 13.03	Recording and Opinions	99
Section 13.04	Release of Collateral	99
Section 13.05	Specified Releases of Collateral	100
Section 13.06	Release upon Satisfaction or Defeasance of all Outstanding Obligations	100
Section 13.07	Form and Sufficiency of Release	101
Section 13.08	Purchaser Protected	101
Section 13.09	Authorization of Actions to be Taken by the Collateral Agent Under the Collateral Agreements	101
Section 13.10	Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Agreements	102

EXHIBITS

Exhibit A	—	Form of Note
Exhibit B	—	Form of Certificate of Transfer
Exhibit C	—	Form of Certificate of Exchange
Exhibit D	—	Form of Certificate of Acquiring Institutional Accredited Investor

iv

INDENTURE, dated as of August 13, 2009, among Global Aviation Holdings Inc., a Delaware corporation (“Parent”), its indirect wholly-owned subsidiaries, North American Airlines, Inc., a Delaware corporation (“North American”), and World Airways, Inc., a Delaware corporation (“World Airways” and, together with North American and Parent, collectively the “Issuers” and each an “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Issuers have duly authorized the creation of an issue of $175,000,000 aggregate principal amount of 14% Senior Secured First Lien Notes due 2013 (the “Notes”);

WHEREAS, the obligations will be unconditionally and irrevocably guaranteed by the Guarantors; and

WHEREAS, the Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Parent or such acquisition, merger or consolidation.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 20% or more of the Voting Stock of a Person shall be deemed to be control.

“Agent” means any Registrar or Paying Agent.

“Aircraft Acquisition Debt” means a Capital Lease Obligation, a sale and leaseback transaction or an Aircraft Lease Transaction in each case incurred by Parent or any Restricted Subsidiary of Parent in connection with an acquisition of any aircraft (including the related engines and spare engines), (i) which obligation (x) either constitutes all or part of the purchase price thereof, or is incurred prior to, at the time of or within one year after the acquisition thereof for the purpose of financing or refinancing part of the purchase price thereof and (y) is non-recourse other than to the assets financed, and (ii) which equipment was not owned by Parent or any Restricted Subsidiary of Parent immediately prior to such purchase.

“Aircraft Lease Transaction” means any lease (other than a lease creating Capital Lease Obligations) by any Issuer or Guarantor of aircraft, related engines or spare engines, spare parts or other related equipment (including ground equipment) from any Person other than any Issuer or Guarantor for an initial term (inclusive of renewal terms solely at the option of such Issuer or Guarantor, as the case may be) of at least 12 months.

“Aircraft Mortgage” means each of the mortgages and deeds of trust made by any Issuer or Guarantor with respect to an aircraft owned by it in favor of, or for the benefit of, the Collateral Agent for the benefit of the Holders of Notes.

“Airport Authority” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)1.0% of the principal amount of the Note; or

(2)the excess of:

(a)the present value at such redemption date of (i) the redemption price of the Note at August 15, 2012 (such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on the Note through August 15, 2012 (excluding accrued but unpaid interest, if any, to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b)the principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer, redemption or exchange.

“Arrow Air” means Arrow Air, Inc., a Delaware corporation.

“Asset Acquisition” means, with respect to any Person, (1) an Investment by such Person or any Restricted Subsidiary of such Person in any third Person pursuant to which such third Person shall become a Restricted Subsidiary of such Person or any Restricted Subsidiary of such Person, or shall be merged with or into such Person or any Restricted Subsidiary of such Person, or (2) the acquisition by such Person or any Restricted Subsidiary of such Person of the assets of any third Person (other than a Restricted Subsidiary of such Person) which constitute all or substantially all of the assets of such third Person or comprise any division or line of business of such third Person or any other properties or assets of such third Person other than in the ordinary course of business.

2

“Asset Sale” means (1) the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback), (2) the issue or sale by Parent or any of its Subsidiaries of Equity Interests of any of Parent’s Restricted Subsidiaries (other than director’s qualifying shares or nominal amounts of shares required by applicable law to be held by a Person other than Parent or a Wholly-Owned Restricted Subsidiary), or (3) any Casualty Event; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent and its Restricted Subsidiaries taken as a whole will be governed by Section 5.01 hereof and not by Section 4.10 hereof.  Notwithstanding the foregoing, the following items shall not be deeme d to be Asset Sales:

(i)a transfer, sale or other disposition of assets to an Issuer or a Guarantor or by a Restricted Subsidiary that is not a Guarantor or an Issuer to another Restricted Subsidiary that is not a Guarantor or an Issuer;

(ii)an issuance, sale, transfer or other disposition of Equity Interests by a Restricted Subsidiary to Parent or to another Restricted Subsidiary;

(iii)a Restricted Payment that is permitted by Section 4.07 hereof or a Permitted Investment;

(iv)any sale, lease, sublease or other disposition of assets that are no longer useful by Parent or any of its Restricted Subsidiaries or are damaged, worn-out or obsolete;

(v)the sale or other disposition of Cash Equivalents;

(vi)any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $2.0 million;

(vii)leases or subleases of facilities which are temporarily not in use or pending their disposition;

(viii)the licensing of intellectual property that does not materially interfere with the business of Parent and its Restricted Subsidiaries; and

(ix)the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind.

“ATA Assets” means any distributions pursuant to, or on account of, the First Amended Chapter 11 Plan of ATA Airlines, Inc., the Liquidating Trust Agreement for the ATA Plan Trust or otherwise in respect of the estate of ATA Airlines, Inc., together with any property or assets received upon any Asset Sale involving the rights in respect thereof.

“Attributable Debt” in respect of a sale and leaseback transaction occurring on or after the Issue Date means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended); provided, however, if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

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“Authentication Order” means a written request or order signed on behalf of the Issuers by an Officer of each Issuer, which Officer shall be the principal executive officer, the principal financial officer or the principal accounting officer in respect of such Issuer, and delivered to the Trustee.

“Bankruptcy Code” means Title 11 of the U.S. Code, as amended, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.  The term “beneficial ownership” has a corresponding meaning.

“Board of Directors” means(i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to a partnership, the board of directors of the general partner of the partnership, (iii) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of the sole member or of the managing member thereof and (iv) with respect to any other person, the board of directors or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Expenditures” means for any period, expenditures (including Capital Lease Obligations, but excluding expenditures made with the proceeds of casualty insurance or reinvestment of proceeds of asset dispositions as expressly permitted under Section 4.10 hereof) in respect of the purchase or other acquisition of fixed or capital assets that have a useful life of more than one year and that are required to be capitalized in conformity with GAAP.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Cash Equivalents” means:

(i)U.S. dollars;

(ii)securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 90 days from the date of acquisition;

(iii)certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or a U.S. branch of a foreign bank having capital and surplus, at the time of acquisition thereof, in excess of $750 million and having, at the time of acquisition thereof, one of the two highest ratings obtainable

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from either Standard & Poor’s Rating Services, Inc. or Moody’s Investor Service, Inc. and a Thomson Bank Watch Rating of “B” or better;

(iv)securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Services, Inc. or Moody’s Investor Service, Inc.; and

(v)money market funds, at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (iv) of this definition.

“Casualty Event” means any taking under power of eminent domain or similar proceeding and any insured loss (excluding business interruption) of any assets or rights of Parent or any of its Restricted Subsidiaries.

“Change of Control” means the occurrence of any of the following:

(i)any sale, lease, exchange or other transfer (other than a Lien permitted by this Indenture or by way of consolidation or merger), in one transaction or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture) other than in all such cases to one or more Permitted Holders;

(ii)the approval by the holders of Equity Interests of Parent of any plan or proposal for the liquidation or dissolution of Parent (whether or not otherwise in compliance with the provisions of this Indenture);

(iii)any Person or Group (other than the Permitted Holders and any entity controlled by the Permitted Holders) shall become the Beneficial Owner, directly or indirectly of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent; or

(iv)the replacement over a two-year period of a majority of the Board of Directors of Parent and such replacement shall not have been approved by a vote of at least a majority of the Continuing Directors.

“Clearstream” means Clearstream Banking, S.A. and any successor thereto.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means collateral as such term is defined in the Security Agreement, all property mortgaged under the Mortgages and Aircraft Mortgages and any other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations is granted or purported to be granted under any Collateral Agreement; provided, however, that “Collateral” shall not include any Excluded Assets.

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“Collateral Agent” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor serving hereunder.

“Collateral Agreements” means, collectively, the Intercreditor Agreement, the Security Agreement, each Mortgage and each other instrument creating Liens in favor of the Collateral Agent as required in this Indenture, in each case, as the same may be in force from time to time.

“Consolidated Cash Flow” means, with respect to any Person, for any period, the sum (without duplication) of:

(i)Consolidated Net Income for such period; and

(ii)to the extent Consolidated Net Income for such period has been reduced thereby:

(a)all income taxes of such Person and its Restricted Subsidiaries, paid or accrued in accordance with GAAP for such period;

(b)Consolidated Interest Expense for such period;

(c)Consolidated Non-Cash Charges for such period;

(d)any fees, expenses or charges for such period related to the offering of the Notes, the issuance of the Exchange Notes, the borrowing of loans under the Second Lien Credit Agreement or any refinancing of such loans;

(e)expenses or charges arising from the litigation relating to the guarantees by Parent of the obligations of ATA Airlines, Inc. as lessee under aircraft leases in an aggregate amount not to exceed $3.0 million; and

(f)expenses or charges relating to the parking of aircraft (I) paid or accrued in 2009 in an aggregate amount not to exceed $5.0 million or (II) paid or accrued in 2010 in an aggregate amount not to exceed $2.5 million;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries for such period in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication, the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations (paid or accrued), imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations (including fees and premiums)), in each case to the extent that any such expense was deduct ed in computing such Consolidated Net Income on a consolidated basis for such Person and its Restricted Subsidiaries for such period and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis,

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determined in accordance with GAAP, provided that there shall be excluded therefrom (without duplication):

(1)gains or losses from Asset Sales (without regard to the $2.0 million limitation set forth in the definition thereof) or other dispositions, abandonments or reserves relating thereto or the extinguishment of any Indebtedness, together with any related provision for taxes on such gains or losses;

(2)extraordinary gains and extraordinary losses together with any related provision for taxes on such extraordinary gains or extraordinary losses;

(3)the net income or loss of any Person acquired prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;

(4)solely for the purpose of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under Section 4.07 hereof and for purposes of Section 4.19 hereof, the net income (but not loss) of any Restricted Subsidiary of Parent (excluding any Issuer or Guarantor) to the extent, but only to the extent, that the declaration and/or payment of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise;

(5)all gains realized on or because of the purchase or other acquisition by Parent or any of its Restricted Subsidiaries of any securities of such Person or any of its Restricted Subsidiaries;

(6)any goodwill impairment charges or other non-cash long term asset impairment charges;

(7)the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

(8)any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

(9)income or loss attributable to discontinued operations (including, without limitation, operations disposed or during such period whether or not such operations were classified as discontinued);

(10)in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

(11)any non-cash expenses or charges resulting from the grant of stock, stock options or other equity-based awards; and

(12)any gains (or income) resulting from (or in respect of any distribution of) the ATA Assets.

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“Consolidated Non-Cash Charges” means, with respect to any Person and its Restricted Subsidiaries, for any period, depreciation, amortization (including impairment of goodwill and amortization of other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of any Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, minus non-cash items increasing such Consolidated Net Income for such period (other than accruals of revenue in the ordina ry course of business and reversals in such period of an accrual of, or reserve for, a cash charge in another period) on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Parent who (i) was a member of such Board of Directors on the Issue Date, (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (iii) was nominated for election to such Board of Directors by a Permitted Holder.

“Corporate Trust Office of the Trustee” means the address of the Trustee specified in Section 12.02 hereof or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers or the designated corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by written notice to the Holders and the Issuers).

“Custodian” means the Trustee, as custodian with respect to the Notes issuable or issued in whole or in part in global form, or any successor entity thereto appointed as a custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall bear the Definitive Note Legend and shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Definitive Note Legend” means the legend set forth in Section 2.06(g)(iv) hereof, which is required to be placed on all Definitive Notes issued under this Indenture.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Interests” means any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the sole option of the holder thereof (except in each case, upon the occurrence of a Change of Control or to the extent such Equity Interest is only redeemable or exchangeable into Qualified Equity Interests), in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature, for

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cash or is convertible into or exchangeable for debt securities of Parent or its Subsidiaries at any time prior to such date; provided, however, that any Equity Interests that would constitute Disqualified Interests solely because the holders thereof have the right to require Parent to repurchase or redeem such Equity Interests upon the occurrence of a Change of Control shall not constitute Disqualified Interests if the terms of such Equity Interests provide that Parent may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of Parent other than a Foreign Subsidiary.

“DOT” means the U.S. Department of Transportation and any successor thereto.

“Equity Interests” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition) and (v) all warrants, options or other rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Equity Interests).

“Equity Offering” means any public or private sale of Qualified Equity Interests of Parent or any direct or indirect parent entity of Parent, provided that, in the event of an Equity Offering by any direct or indirect parent entity of Parent, such parent entity contributes to the capital of Parent the portion of the net cash proceeds of such Equity Offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to Section 3.07(b) hereof.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in exchange for Initial Notes pursuant to the exchange offer contemplated by the Registration Rights Agreement.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Existing Credit Agreement” means the Amended and Restated Term Loan Agreement among New ATA Acquisition Inc., the lenders parties thereto, Jefferies Finance LLC, as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of August 14, 2007, as amended and restated as of June 3, 2008 and as amended, restated, modified or supplemented from time to time.

“Excluded Assets” means:

(i)any property to the extent that a grant of a security interest is prohibited by applicable law, requires a consent not obtained of any governmental authority pursuant to such law or is prohibited by, or constitutes a breach or default under or results in the termination of, or gives rise to a right on the part of the parties thereto, other than Parent or any of its Subsidiaries to terminate (or materially modify), or requires any consent not obtained under, any contract,

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license, agreement, instrument or other document evidencing or giving rise to such property or to a Lien on such property permitted to be incurred pursuant to this Indenture or, in the case of any Investments, pledged Equity Interests or pledged debt, any applicable shareholder or similar agreement, except to the extent that such law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under applicable law;

(ii)any property owned by an Issuer or a Guarantor on the Issue Date or thereafter acquired that is subject to Permitted Liens described in clause (iii) of the definition hereof for so long as such Permitted Liens are in effect if the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) prohibits the creation of any other Lien on such property;

(iii)any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument);

(iv)deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments and any deposit account, securities account or commodity account with an average annual balance of less than $1,000,000, or that is exclusively used to hold Excluded Cash, Trust Tax Accounts and Lessor Maintenance Reserve Accounts;

(v)the Equity Interests of any joint venture in respect of which Parent or any of its Subsidiaries holds Equity Interests if (and only so long as), in any case, the grant of any such security interest is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Parent or any of its Subsidiaries to terminate (or materially modify) or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder, joint venture or similar agreement;

(vi)other than any aircraft as to which an Aircraft Mortgage is required to be delivered by this Indenture, Collateral as to which filing of a security interest requires compliance with filing requirements of the FAA Act to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument);

(vii)Excluded Cash;

(viii)the Voting Stock of any Foreign Subsidiary in excess of 65% of the outstanding Voting Stock of such Foreign Subsidiary; and

(ix)any Equity Interests or other securities of Parent’s Subsidiaries to the extent that the pledge of such securities results in Parent being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary for Parent not to be subject to such requirement and only for so long as such requirement is in existence; provided that neither Parent nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any securities pursuant to this clause ;

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provided, however, that Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to above and such proceeds shall not constitute “Excluded Assets” (unless such proceeds, substitutions or replacements would constitute Excluded Assets referred to above).

“Excluded Cash” means cash and Cash Equivalents pledged or deposited in accordance with clause (iv), (v), (xiii), (xv), (xvii), (xviii), (xx), (xxi) or (xxii) of the definition of Permitted Liens.

“FAA” means the Federal Aviation Administration of the United States and any successor thereto.

“FAA Act” means the collective reference to the U.S. Transportation Code (currently codified as Subtitle VII of Title 49 of the U.S. Code) as amended, supplemented, or otherwise modified from time to time, and all FARs and other rules, regulations, directives and orders issued or promulgated from time to time thereunder.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the management of Parent; provided that the Fair Market Value of any asset other than cash or Cash Equivalents in excess of $3.0 million shall be determined by the Board of Directors of Parent, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such Fair Market Value exceeds $10.0 million.

“FARs” means the FAA Regulations as in effect from time to time under Title 14 of the U.S. Code of Federal Regulations, including, without limitation, the Special Federal Aviation Regulations (as applicable), as amended, supplemented or otherwise modified from time to time.

“Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of total Consolidated Cash Flow of such Person and its Restricted Subsidiaries during the four full fiscal quarters for which internal financial statements are available (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate such ratio (the “Transaction Date”) to Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, Consolidated Cash Flow and Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(i)the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries, or the issuance or redemption of any preferred stock by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (or the issuance or redemption or other repayment of any other preferred stock) by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof), occurring during the F our Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(ii)any Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Debt and also including any Consolidated Cash Flow attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition during the Four Quarter

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Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness) occurred on the first day of the Four Quarter Period.

In calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (b) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is c overed by agreements relating to interest rate swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreement.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of

(i)Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, but excluding amortization of debt issuance costs and write-off of deferred financing costs of such Person and its Restricted Subsidiaries during such period and any premium or penalty paid in connection with redeeming or retiring Indebtedness of such Person and its Restricted Subsidiaries prior to Stated Maturity thereof;

(ii)the product of (a) all cash dividend payments, on any series of preferred equity of such Person or any of its Restricted Subsidiaries paid during such period to any Person other than such Person or any of its Restricted Subsidiaries times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory income tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; and

(iii)to the extent not included in clause (ii) above, the amount of all dividends or distributions made during such period pursuant to clause (ix) or (x) of Section 4.07(b) hereof.

“Foreign Subsidiary” means any Restricted Subsidiary of Parent that is a “controlled foreign corporation,” within the meaning of section 957 of the Code.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that

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has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Sections 2.01, 2.06(b)(i), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(i)direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States for the timely payment of which its full faith and credit is pledged; or

(ii)obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuers thereof.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantor” means any Restricted Subsidiary of Parent that Guarantees the Notes in accordance with the provisions of this Indenture, and its respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk; (ii) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and (iii) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Heirs” of any individual mean such individual’s estate, spouse, lineal relatives (including adoptive descendants), administrator, committee or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any spouse or lineal relatives (including adoptive descendants) of such individual.

“Holder” means a Person in whose name a Note is registered.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors in the United States.

“Indebtedness” means, with respect to any Person (without duplication):

(i)the principal of and premium (if any) in respect obligations of such Person, whether or not contingent, for borrowed money or evidenced by bonds, notes, debentures or similar instruments;

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(ii)the principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, whether or not then due (except to the extent such reimbursement obligation relates to trade payables and such obligation is satisfied within 30 days of incurrence);

(iii)all Capital Lease Obligations of such Person;

(iv)the principal component of all obligations of such Person issued or assumed as the balance deferred and unpaid of the purchase price of any property or services (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(v)net obligations of such Person under Hedging Obligations (the amount of such obligations to be equal at any time to the termination value of such arrangement giving rise to such obligation that would be payable by such Person at such time);

(vi)Attributable Debt of such Person;

(vii)all Disqualified Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any;

(viii)guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (vii) above; and

(ix)all Obligations of any other Person of the type referred to in clauses (i) through (vii) which are secured by any Lien on any property or asset of such Person, the amount of any such Obligation being deemed to be the lesser of the Fair Market Value of the property or asset securing such Obligation or the amount of such Obligation.

The amount of any Indebtedness outstanding as of any date shall be the accreted value thereof in the case of any Indebtedness issued with original issue discount. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Interests as if such Disqualified Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture. Notwithstanding the foregoing, in connection with the Asset Acquisition or other purchase by Parent or any of its Restricted Subsidiaries of any business or assets not in the ordinary course of business, the term “Indebtedness” will exclude post closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance she et or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time.

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“Indenture Documents” means, collectively, this Indenture, the Notes, the Collateral Agreements and each other agreement, document or instrument to which the Trustee is or may become a party in its capacity as Trustee, Collateral Agent, Paying Agent or Registrar.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $175,000,000 in aggregate principal amount of Notes issued on the Issue Date.

“Initial Purchaser” means Jefferies & Company, Inc.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Insurance Subsidiary” means any Restricted Subsidiary of Parent whose activities are limited to those of a captive insurance company for Parent and its Restricted Subsidiaries.

“Intercreditor Agreement” means the Intercreditor Agreement among the Issuers, the Guarantors, the Collateral Agent, the Trustee and the Second Lien Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms of this Indenture.

“Interest Payment Date” means August 15 and February 15 of each year to Stated Maturity, commencing February 15, 2010.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for worker’s compensation, in each case, in the ordinary course of business that are required to be recorded in accordance with GAAP as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person and also excluding commissions, travel and similar advances to officers and employees made consistent with past practices) and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities. If Parent or any o f its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the last sentence of Section 4.07 hereof. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means August 13, 2009.

“JPMorgan Arrangements” means the agreement existing as of the Issue Date by Global Aviation Ventures SPV LLC (the “SPV”) to pay to JPMorgan Chase Bank, N.A. 50% of any net cash proceeds that are received by the SPV in excess of a value of $125,000,000 in respect of the loans purchased by the SPV from JPMorgan Chase Bank, N.A. pursuant to the Liquidating Trust Agreement for the ATA Plan Trust solely in respect of ATA Airlines, Inc.’s claim against Federal Express Corporation.

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“Legal Holiday” means a Saturday, Sunday or a day on which banking institutions are authorized by law, regulation or executive order to remain closed (i) in the City of New York, (ii) in the city in which the Corporate Trust Office of the Trustee is located or (iii) at a place of payment.

“Lessor Maintenance Reserve Accounts” means accounts paid in by a lessee and held by a lessor for reimbursement of certain aircraft maintenance obligations.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest).

“MatlinPatterson Global Advisers” means MatlinPatterson Global Advisers LLC, a Delaware limited liability company.

“Mortgages” means the mortgages, deeds of trust, deeds to secure debt or assignments of the foregoing or other similar documents delivered by any Issuer or Guarantor pursuant to the terms of this Indenture that create, in favor of the Collateral Agent, Liens on any fee interest in real property owned by any Issuer or Guarantor, as the case may be.

“Net Proceeds” means the aggregate cash proceeds received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, (i) actual, reasonable and necessary legal, title, recording, accounting and investment banking fees, sales commissions, and any severance and relocation expenses incurred as a result thereof, (ii) all taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (iii) amounts required to be applied to the repayment of Indebtedness secu red by a prior Lien on the asset or assets that were the subject of such Asset Sale, (iv) appropriate amounts to be provided by Parent or any of its Restricted Subsidiaries as a reserve, (1) against any liabilities associated with such Asset Sale and retained by Parent or any of its Restricted Subsidiaries after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, or (2) for adjustment in respect of the sale price of the property or assets that are the subject of such Asset Sale; and (v) amounts required to be paid to any Person (other than Parent or any of its Restricted Subsidiaries) owning a beneficial interest in the assets that are the subject of the Asset Sale.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning set forth in the recitals hereto.

“Obligations” means all loans, advances, debts, principal, interest (including any interest that accrues after the commencement of a bankruptcy, insolvency, receivership or other similar proceeding (an “Insolvency Proceeding”) at the applicable interest rate, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, obligations (including indemnification obligations), fees, trustee fees, expenses and indemnities provided for in any documentation governing Indebtedness (including any fees, expenses or indemnities that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in

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part as a claim in any such Insolvency Proceeding), irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts required to be paid or reimbursed under any documentation governing Indebtedness or by law or otherwise, and all guarantees of the foregoing amounts.

“Offering Memorandum” means the offering memorandum, dated August 6, 2009, relating to the sale of the Notes.

“Officer” means, with respect to any Person, the chairman of the board, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary or any vice-president of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of each Issuer, which Officer shall be the principal executive officer, the principal financial officer or the principal accounting officer of such Issuer, that meets the requirements of Section 12.05 hereof.

“Opinion of Counsel” means a written opinion from legal counsel that meets the requirements of Section 12.05 hereof.  The counsel may be an attorney-at-law who is an employee of or counsel to Parent or any Subsidiary of Parent.

“Parent” has the meaning set forth in the preamble to this Indenture.

“Pari Passu Debt” means Indebtedness that is pari passu in right of payment with the Notes.

“Pari Passu Secured Debt” means Indebtedness that is pari passu in right of payment with the Notes and secured by a Lien permitted pursuant to clause (viii) of the definition of Permitted Liens.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means the business of Parent and its Restricted Subsidiaries, as conducted by Parent and its Restricted Subsidiaries on the Issue Date, and other businesses that are ancillary or related thereto.

“Permitted Holders” means MatlinPatterson Global Advisers and its majority-owned and controlled Affiliates.

“Permitted Investments” means:

(i)any Investment in an Issuer or a Guarantor;

(ii)any Investment in Cash Equivalents;

(iii)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(iv)any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Interests) of Parent;

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(v)Investments represented by guarantees that are otherwise permitted under this Indenture;

(vi)Investments existing on the Issue Date or made pursuant to commitments in existence on (and as in effect on) the Issue Date;

(vii)Investments in the Notes;

(viii)Investments in securities of trade creditors or customers of Parent and its Restricted Subsidiaries received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers in exchange for claims against such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors and customers;

(ix)advances to and deposits with suppliers and customers of Parent and its Restricted Subsidiaries in the ordinary course of business;

(x)loans and advances solely in respect of relocation expenses to employees of Parent and its Restricted Subsidiaries that are not directors of Parent and its Restricted Subsidiaries in the ordinary course of business not in excess of $0.5 million at any one time outstanding in the aggregate;

(xi)payroll, travel, and similar advances made in the ordinary course of business to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;

(xii)deposits in Lessor Maintenance Reserve Accounts;

(xiii)Investments required by any applicable rule, regulation, order or law in any Insurance Subsidiary; and

(xiv)other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments at any one time outstanding made pursuant to this clause (o) since the Issue Date, not to exceed $2.5 million in the aggregate.

“Permitted Liens” means:

(i)Liens securing Second Priority Claims and any Permitted Second Lien Refinancing Indebtedness thereof to the extent that the Indebtedness represented thereby was permitted by the terms of this Indenture to be incurred solely pursuant to Section 4.09(c)(i) hereof; provided that any such Liens (other than, in the case of Obligations under the Second Lien Credit Agreement, in respect of the ATA Assets) shall be subordinated to the Liens on the ATA Assets securing the Obligations under the Indenture Documents pursuant to the Intercreditor Agreement;

(ii)Liens in favor of Parent or its Restricted Subsidiaries;

(iii)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(c)(iv) hereof, which Liens with respect solely to Capital Lease Obligations and

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purchase money obligations and shall cover only the assets acquired, constructed, installed, designed, or improved with the proceeds of such Indebtedness;

(iv)Liens upon specific items of inventory or other goods and proceeds of any Person or deposits made securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(v)Liens incurred or deposits made securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(vi)Liens arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(vii)Liens securing the Notes, the Exchange Notes and all other Obligations under the Indenture Documents;

(viii)Liens securing Permitted Refinancing Indebtedness; provided, that such Liens: (a) taken as a whole are no less favorable to the Holders and are not more favorable in any material respect to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness that is being refinanced; and (b) do not extend to or cover any property or assets of Parent or any of its Subsidiaries not securing the Indebtedness that is being refinanced;

(ix)Liens existing on the Issue Date;

(x)the interests of lessors or lessees under operating leases, real estate leases (other than Capital Lease Obligations) or non exclusive licensors or licensees under license agreements in the property subject to such lease or license or precautionary financing statements filed with respect to other transactions not involving the incurrence of Indebtedness;

(xi)Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Parent or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(xii)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law or pursuant to customary reservations or retentions of title incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(xiii)Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;

(xiv)banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business incurred in connection with the maintenance of such bank accounts;

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(xv)deposits made in the ordinary course of business to secure appeal bonds in connection with obtaining such bonds or liability to insurance carriers, lessors, utilities and other service providers;

(xvi)survey exceptions, easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries;

(xvii)Liens arising or granted in favor of Persons performing credit card processing services, travel charge processing services, clearinghouse services or similar services;

(xviii)deposits in Trust Tax Accounts in favor of governmental taxing authorities arising as a matter of law to secure payment of governmental taxes imposed on airline tickets;

(xix)Liens imposed by applicable law on the assets of Parent or any of its Restricted Subsidiaries located at an airport for the benefit of any nation or government or national or governmental authority of any nation, state, province or other political subdivision thereof, and any agency, department, regulator, Airport Authority, air navigation authority or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in respect of the regulation of commercial aviation or the registration, airworthiness or operation of civil aircraft and having jurisdiction over Parent or such Restricted Subsidiary including, without limitation, the FAA or DOT;

(xx)deposits in Lessor Maintenance Reserve Accounts;

(xxi)deposits made with issuers of surety, performance or other bonds or guarantees or securing obligations in respect of letters of credit issued in the ordinary course of business not to exceed $5.0 million in the aggregate at any one time outstanding;

(xxii)deposits made with counterparties to secure Hedging Obligations permitted to be incurred pursuant to clause (xv) of Section 4.09(c) hereof; and

(xxiii)Liens incurred in the ordinary course of business of Parent or any Restricted Subsidiary of Parent with respect to Obligations that do not exceed $5.0 million in the aggregate at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, redeem, replace, defease or refund other Indebtedness of Parent or any of its Restricted Subsidiaries; provided that:

(i)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus fees, expenses, premiums, defeasance costs and accrued interest on, the Indebtedness so extended, refinanced, renewed, redeemed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(ii)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, redeemed, replaced, defeased or refunded;

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(iii)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or constitutes Disqualified Interests, then the Permitted Refinancing Indebtedness shall have a final maturity date later than the final maturity date of, and be subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, redeemed, replaced, defeased or refunded; and

(iv)such Indebtedness is incurred either by an Issuer, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Permitted Second Lien Refinancing Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries or Equity Interests of Parent issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, redeem, replace, defease or refund Indebtedness under the Second Lien Credit Agreement or any other Permitted Second Lien Refinancing Indebtedness; provided that:

(i)the principal amount (or accreted value, if applicable) of such Permitted Second Lien Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus fees, expenses, premiums, defeasance costs and accrued interest on, the Indebtedness so extended, refinanced, renewed, redeemed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(ii)the maturity date of such Permitted Second Lien Refinancing Indebtedness is at least one year after the maturity date of the Notes and there are no scheduled amortization, mandatory redemption, sinking fund or similar payments before such date (other than principal payments upon a change of control or with net cash proceeds of assets sales, in each case on the terms applicable to the Second Lien Credit Agreement as in effect on the Issue Date;

(iii)the yield to maturity of such Permitted Second Lien Refinancing Indebtedness (excluding any yield attributable to Equity Interests issued in connection with such Permitted Second Lien Refinancing Indebtedness (other than dividends or distributions on any such Equity Interests required in accordance with the terms thereof)) is less than the yield to maturity of the Notes;

(iv)such Permitted Second Lien Refinancing Indebtedness is incurred either by an Issuer, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(v)the other terms of such Permitted Second Lien Refinancing Indebtedness are no less favorable to Parent and its Restricted Subsidiaries than the terms of the Notes.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interest” means an Equity Interest that is not a Disqualified Interest.

“Record Date” for the interest payable on any applicable Interest Payment Date means February 1 or August 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchaser.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(h)(iii) hereof.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

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“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Collateral Agent” means the collateral agent under the Second Lien Credit Agreement.

“Second Lien Credit Agreement” means the Second Lien Term Loan Credit Agreement dated as of the Issue Date among the Issuers, the Guarantors, the lenders thereunder and Jefferies Finance LLC, as Administrative Agent, together with any related notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith, in each case as amended, restated, modified or supplemented from time to time. The term “Second Lien Credit Agreement” shall include the indenture governing the exchange notes contemplated by the Second Lien Credit Agreement and references to “loans” under the Second Lien Credit Agreement shall also include such exchange notes.

“Second Priority Claims” means Indebtedness under the Second Lien Credit Agreement and any Permitted Second Lien Refinancing Indebtedness permitted pursuant to clause (i) of the definition of the term “Permitted Debt” and all other Obligations under the documents relating to Indebtedness thereunder.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Security Agreement, dated as of the Issue Date, made by the Issuers and the Guarantors in favor of the Collateral Agent, as amended or supplemented from time to time in accordance with its terms.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Stated Maturity” means, with respect to any installment of interest, premium or principal on any series of Indebtedness, the date on which such payment of interest, premium or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, premium or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Test Period” shall mean, at any time, the period of four consecutive fiscal quarters of Parent then last ended, taken as one accounting period.

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“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to August 15, 2012; provided, however, that if the period from the redemption date to August 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-777bbbb), as in effect on the date on which this Indenture is qualified under the Trust Indenture Act, except as otherwise set forth in this Indenture.

“Trust Tax Accounts” means trust tax accounts that hold deposits relating to transportation ticket taxes and fees, including, but not limited to, federal excise tax and passenger facility charges, collected from passengers until such time as such amounts are remitted to the applicable governmental agency.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” of any Person means:

(i)any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(ii)any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of such Person may designate any Subsidiary (other than an Issuer) (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, an Issuer or any other Subsidiary of an Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(i)the Issuers certify to the Trustee that such designation complies with Section 4.07 hereof; and

(ii)each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Parent or any of its Restricted Subsidiaries.

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The Board of Directors of such Person may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

(i)immediately after giving effect to such designation, the Issuers are able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09 hereof; and

(ii)immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of such Person shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 4.07 hereof, the portion of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of Parent and its Restricted Subsidiaries in such Subsidiary, or, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment.

“U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any Person as of any date means the Equity Interests of such Person that are at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Domestic Restricted Subsidiary” of any Person means a Wholly-Owned Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“Wholly-Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares and other nominal amounts required to be held by local nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

Section 1.02Other Defined Terms.

Term	Defined in Section
“Additional Interest”	4.28
“Additional Interest Notice”	4.28

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“Affiliate Transaction”	4.12
“Alternate Offer”	4.15
“Asset Sale Offer”	4.10
“Asset Sale Offer Trigger Date”	4.10
“ATA Distribution Offer”	4.24
“ATA Distribution Offer Trigger Date”	4.24
“ATA Excess Proceeds”	4.24
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Four Quarter Period”	1.01
“Group”	1.01
“Incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Premises”	4.23
“Purchase Date”	3.09
“Redemption Date”	3.07
“Registrar”	2.03
“Repurchase Offer”	3.09
“Restricted Payments”	4.07
“Semi-Annual Offer”	4.11
“Semi-Annual Offer Amount”	4.11
“SPV”	1.01
“Transaction Date”	1.01

Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note and Guarantees; “indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

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All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act and not otherwise defined herein have the meanings so assigned to them either in the Trust Indenture Act or SEC rule.

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)the term “including” is not limiting;

(e)words in the singular include the plural and words in the plural include the singular;

(f)“will” shall be interpreted to express a command;

(g)provisions apply to successive events and transactions;

(h)unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, clause or other subdivision.

Section 1.05Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing.  Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers.  Proof of execution of any such instrumen t or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05 hereof.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same.  The fact and date of t he execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

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(c)The ownership of Notes shall be proved by the register maintained by the Registrar.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders.  Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such reco rd date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.  Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such diffe rent part.

(g)Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices.

(h)The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.  No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01Form and Dating; Terms.

(a)General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements

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required by law, stock exchange rules or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in denominations of $1,000 and integral multiples thereof.

(b)Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Temporary Global Notes.  Notes initially offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by each Issuer and authenticated by the Trustee as hereinafter provided.  The Restricted Period applicable to the Regulation S Temporary Global Note shall be terminated upon:

(i)receipt by the Issuers of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-U.S. beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii)following such receipt, delivery of an Officer’s Certificate to the Trustee.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)Terms.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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Section 2.02Execution and Authentication; Aggregate Principal Amount.

At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver the Initial Notes.  In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver Exchange Notes in exchange for a like principal amount of Initial Notes in accordance with Section 2.06(f) hereof.  The aggregate principal amount of Notes outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of an Issuer.

Section 2.03Registrar, Paying Agent and Calculation Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent or Registrar without prior notice to any Holder.  The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  Parent or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than Parent or a Subsidiary of Parent) shall have no further liability for the money. 

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If Parent or a Subsidiary of Parent acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to any Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Section 312(a) of the Trust Indenture Act.  If the Trustee is not the Registrar, Parent shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and Parent shall otherwise comply with Section 312(a) of the Trust Indenture Act.

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes.  Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary.  A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agen cy registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 90 days, (ii) the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.  Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures).  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c) or (f) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require complia nce with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the

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transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest shall deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) ins tructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in subclause (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903.  Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(i) hereof.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

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(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in Sections 2.06(a)(i), (ii) or (iii) hereof and receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such beneficial interest is being transferred to Parent or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(i) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global N ote pursuant to this

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Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement; or

(D)upon the occurrence of any of the events in Sections 2.06(a)(i), (ii) or (iii) hereof and if the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in Sections 2.06(a)(i), (ii) or (iii) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingl y pursuant to Section 2.06(i) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable aggregate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit C hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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(F)if such Restricted Definitive Note is being transferred to Parent or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, in the case of clause (C) above, the applicable Regulation S Global Note and, in the case of clause (E) above, the applicable IAI Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor shall deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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(ii)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of an Issuer;

(B)any such transfer is effected pursuant to the Shelf Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate:

(i)one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable

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Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of an Issuer; and

(ii)Unrestricted Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of an Issuer.

Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate aggregate principal amount.

(g)Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR][IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE THEREOF WERE THE OWNERS OF THIS SECURITY ( OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE

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TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE, IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOS ITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE

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ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).  UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE ISSUERS AT GLOBAL AVIATION HOLDINGS INC., 101 WORLD DRIVE, PEACHTREE, GEORGIA 30269, THE ISSUERS WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS GLOBAL NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE GLOBAL NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE GLOBAL NOTE AND (3) THE YIELD TO MATURITY OF THE GLOBAL NOTE.”

(iii)Regulation S Temporary Global Note Legend.  The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(iv)Definitive Note Legend.  Each Definitive Note shall bear a legend in substantially the following form:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represe nted by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.07, 3.09, 4.10, 4.11, 4.15 and 4.24 hereof).

(iii)Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuers shall not be required to (A) issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing, (B) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) register the transfer of or exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(ix)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or

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evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x)Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  An indemnity bond shall be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuers may charge the Holders for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because any Issuer or an Affiliate of an Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than Parent, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by any Issuer, or by any Affiliate of an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.  Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

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Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act).  The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Issuers shall notify the Trustee in writing in the form of an Officer’s Certificate of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of t he Persons entitled to such defaulted interest as provided in this Section 2.12.  The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  The Trustee shall promptly notify the Issuers of such special record date.  At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the register maintained by the Registrar that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13CUSIP and ISIN Numbers.

The Issuers in issuing the Notes may use CUSIP or ISIN numbers (in each case, if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers, as the case may be, in notices of

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redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuers shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, the Issuers shall furnish to the Trustee, at least five days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate setting forth:

(a)the clause of this Indenture pursuant to which the redemption shall occur;

(b)the redemption date;

(c)the principal amount of the Notes to be redeemed;

(d)the redemption price; and

(e)the CUSIP or ISIN number, if any.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase made hereunder at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) if the Notes are not so listed, on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method as the Trustee reasonably considers fair and appropriate; provided that no partial redemption will reduce the principal amount of a Note not redeemed to be less than $1,000.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; no Notes of $1,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Redemption.

Subject to Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, Parent shall mail or cause to be mailed by first-class mail notices of redemption to each Holder of

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Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with ARTICLE 8 or  ARTICLE 11 hereof.  Failure to give notice of redemption, or any defect therein to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Note.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes (unless such unredeemed portion is equal to or less than $1,000 in principal amount) or transferred by book entry upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption shall be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed, as applicable; and

(h)the CUSIP and ISIN number, if any, and the statement that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Notes.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 10 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

Section 3.05Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase

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price of and accrued and unpaid interest, if any, on all Notes (or a portion thereof) to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on, if any, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase whether or not such Notes are presented for payment.  If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Holder of such Note at the close of business on such Record Date.  If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender and cancellation of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.

Section 3.07Optional Redemption.

(a)At any time prior to August 15, 2012, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b)At any time on or prior to August 15, 2012, the Issuers may on any one or more occasions redeem Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 114% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date, subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant interest payment date; provided that at least 65% of the aggregate principal amount of Notes originally issued (less the aggregate principal amount of Notes repurcha sed pursuant to an ATA Distribution Offer or a Semi-Annual Offer) remains outstanding immediately following such redemption (excluding Notes held by Parent or any of its Subsidiaries); and provided further, that such redemption shall occur within 60 days of the date of the closing of any such Equity Offering.

(c)The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Issuers, on or after August 15, 2012, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest thereon, if any, to the applicable redemption date, subject to the rights of the Holders of Notes on

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the relevant record date to receive interest due on the relevant interest payment date, if redeemed on or after the date below:

YEAR	PERCENTAGE
August 15, 2012	110.500	%
August 15, 2013	100.000	%

(d)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

Except as described in Sections 4.10, 4.11, 4.15 and 4.24 hereof, the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offers to Repurchase by Application of Excess Proceeds, Semi-Annual Offer Amount or ATA Excess Proceeds.

(a)In the event that, pursuant to Sections 4.10, 4.11 or 4.24 hereof, the Issuers shall be required to commence an Asset Sale Offer, a Semi-Annual Offer or an ATA Distribution Offer, respectively (each, a “Repurchase Offer”), they shall follow the procedures specified below.

(b)The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds, Semi-Annual Offer Amount or ATA Excess Proceeds, as applicable (in each case, the “Offer Amount”), to the purchase of Notes, and, if required in the case of an Asset Sale Offer, Pari Passu Secured Debt and Pa ri Passu Debt (on a pro rata basis, if applicable).  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c)If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.

(d)Upon the commencement of a Repurchase Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer.  The Repurchase Offer shall be made to all Holders and, in the case of an Asset Sale Offer, holders of Pari Passu Secured Debt and Pari Passu Debt, as applicable.  The notice, which shall govern the terms of the Repurchase Offer, shall state:

(i)that the Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.10, 4.11 or 4.24 hereof, as applicable, and the length of time the Repurchase Offer shall remain open;

(ii)the Offer Amount, the purchase price and the Purchase Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

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(iv)that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest on and after the Purchase Date;

(v)that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in minimum amounts of $1,000 and integral multiples of $1,000 only;

(vi)that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender such Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date;

(vii)that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and, if applicable in the case of an Asset Sale Offer, Pari Passu Secured Debt and Pari Passu Debt, surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and, if applicable, Pari Passu Secured Debt and Pari Passu Debt, to be purchased on a pro rata basis; and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased (to the extent that such unpurchased portion equals to $1,000 in principal amount or an integral multiples thereof) portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e)On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not withdrawn pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes promptly tendered and not withdrawn and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f)The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered and not withdrawn by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder in a principal amount equal to any unpurchased portion of the Note surrendered representin g the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof.  Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof.  The Issuers shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date.

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Other than as specifically provided in this Section 3.09 and Sections 4.10, 4.11, and 4.24 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than Parent or a Subsidiary, holds as of 12:00 p.m. New York City time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  Such Paying Agent shall return to the Issuers promptly, and in any event, no later than two Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest paid on the Notes.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succe eding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 2% per annum in excess of the rate per annum set forth in the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Section 4.02Maintenance of Office or Agency.

The Issuers shall maintain the office or agency required under Section 2.03 hereof (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuers fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

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Section 4.03Reports.

(a)Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent will furnish to the Trustee on behalf of the Holders of Notes:

(i)all quarterly and annual financial information in substantially the form that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Parent were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of Parent and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent) and, with respect to the annual information only, a report thereon by Parent’s certified independent accountants; and

(ii)all information that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports, under the following items of Form 8-K: Item 1.01 (Entry into a Material Definitive Agreement); Item 1.02 (Termination of a Material Definitive Agreement); Item 1.03 (Bankruptcy or Receivership); Item 2.01 (Completion of Acquisition or Disposition of Assets); Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant); Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); Item 2.05 (Costs Associa ted with Exit or Disposal Activities); Item 2.06 (Material Impairments); Item 3.03 (Material Modification to Rights of Security Holders); Item 4.01 (Changes in Certifying Registrant’s Accountant); Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); and Item 5.01 (Changes in Control of Registrant);

in each case within the time periods specified in the SEC’s rules and regulations (together with any extensions granted by the SEC); provided that, prior to the time that Parent is required to file reports with the SEC (A) Parent shall deliver any annual information required pursuant to clause (i) above within 120 days after the end of the most recent fiscal year and (B) Parent shall deliver any information required pursuant to clause (ii) above within the later of seven days and the time period specified in the SEC’s rules and regulations (together with any extensions granted by the SEC). If the SEC will accept the filings of Parent, Parent, at its option, need not furnish such reports to the Trustee to the extent it elects to file such reports with the SEC.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent’s and its Restricted Subsidiaries’, as applicable, compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

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(b)So long as any Notes remain outstanding, Parent will furnish to the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

(c)If requested by any Holder, Parent will use reasonable efforts to participate in quarterly conference calls to discuss its results of operations with Holders. Within five Business Days prior to such conference calls, Parent will use reasonable efforts to inform Holders of such calls. Access to such conference calls may be password-protected so long as Parent takes reasonable steps to provide the Holders, prospective investors, securities analysts and market makers with access to such calls.

Section 4.04Compliance Certificate.

(a)The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year of Parent ending after the Issue Date, an Officer’s Certificate stating that a review of the activities of Parent and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have complied with their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have performed each and every covenant contained in this Indenture that is applicable to them in all material respects and are not in default in the performance or observance of any of the terms, provisions and covenants of this Indenture. The Issuers shall also comply with Section 314(a)(4) of the Trust Indenture Act to the extent not otherwise provided in this Section 4.04(a).

(b)So long as any of the Notes are outstanding, the Issuers shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Section 4.05Taxes.

Parent shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06Stay, Extension and Usury Laws.

Each of the Issuers and the Guarantors covenants (to the extent permitted by applicable law) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers and the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

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Section 4.07Limitation on Restricted Payments.

(a)Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)declare or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any Restricted Subsidiary’s Equity Interest in their capacity as such (other than dividends or distributions payable (x) in Qualified Equity Interests of Parent or (y) to Parent or a Restricted Subsidiary of Parent);

(ii)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent of Parent (other than any such Equity Interests owned by Parent or any Restricted Subsidiary of Parent);

(iii)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Second Priority Claims or any Indebtedness that is subordinated in right of payment to the Notes except a payment of interest or payments made with Qualified Equity Interests; or

(iv)make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

(b)The foregoing provisions will not prohibit:

(i)the payment of any dividend or other distribution or redemption within 60 days after the date of declaration or call for redemption thereof, if at said date of declaration or call for redemption such payment would have complied with the provisions of this Indenture;

(ii)the making of any Restricted Payment (1) in exchange for Equity Interests of Parent (other than any Disqualified Interests) or (2) out of the net cash proceeds of the substantially concurrent (and in any event not later than 60 days) sale for cash (other than to a Subsidiary of Parent) of Equity Interests of Parent (other than any Disqualified Interests) or a contribution to the common equity of Parent; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (a)(3)(B) above of this Section 4.07;

(iii)the defeasance, redemption, repurchase or other acquisition or retirement for value of subordinated Indebtedness or Disqualified Interests of Parent or a Guarantor with the net cash proceeds from a substantially concurrent (and in any event not later than 60 days) incurrence of Permitted Refinancing Indebtedness;

(iv)the declaration or payment of any dividend or other distribution by a Restricted Subsidiary of Parent to the holders of its common Equity Interests on a pro rata basis;

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(v)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent held by any current or former officer, director, consultant or employee of Parent or any of its Restricted Subsidiaries (or Heirs or other permitted transferees thereof); provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any calendar year; provided further that Parent may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for valu e permitted to have been made but not made in any preceding calendar year up to a maximum of $1.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by Parent and its Restricted Subsidiaries after the Issue Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (v) plus the cash proceeds from the sale of Qualified Equity Interests of Parent to officers, directors, consultants or employees of Parent or any of its Restricted Subsidiaries that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (a)(3) of this Section 4.07; provided further that cancellation of Indebtedness owing to Parent or any of its Restricted Subsidiary from employees, officers, directors and consult ants of Parent or any of its Restricted Subsidiaries in connection with the repurchase of Equity Interests from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provisions of this Indenture;

(vi)the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities and cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants or other convertible securities;

(vii)the payment of intercompany Indebtedness that is expressly subordinated to the Notes or any Guarantee, the incurrence of which is permitted under clause (vi) of Section 4.09(c) hereof; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom;

(viii)  the defeasance, redemption, repurchase or other acquisition or retirement for value of Second Priority Claims (1) with the net cash proceeds from a substantially concurrent (and in any event not later than 60 days) incurrence of Permitted Second Lien Refinancing Indebtedness, (2) in exchange for exchange notes as provided in the Second Lien Credit Agreement or (3) under provisions similar to those described under Sections 4.10, 4.11, 4.15 or 4.24 hereof; provided that (x) any such offer in respect of Second Priority Claims may be structured as a mandatory repayment (as opposed to an offer to prepay) and (y) all Notes tendered by Holders in connection with a Change of Control O ffer, Asset Sale Offer (other than with respect to an Asset Sale relating to ATA Assets) or Semi-Annual Offer, as applicable, have been repurchased;

(ix)the declaration and payment of dividends and distributions to holders of Disqualified Interests of Parent issued or incurred in accordance with Section 4.09 hereof required in accordance with the terms thereof;

(x)the declaration and payment of dividends and distributions to holders of Equity Interests of Parent constituting, or issued in connection with the incurrence of,

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Permitted Second Lien Refinancing Indebtedness required in accordance with the terms thereof;

(xi)the reimbursement of out-of-pocket expenses to MatlinPatterson Global Advisers and its Affiliates in an aggregate amount not to exceed $0.25 million in any fiscal year; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; and

(xii)the repurchase, redemption or other acquisition or retirement for value of subordinated Indebtedness in accordance with the provisions similar to those under Section 4.15 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer have been repurchased.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by Parent or such Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 4.08Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i)(A) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on its Equity Interests or (B) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries;

(ii)make loans or advances to Parent or any of its Restricted Subsidiaries; or

(iii)transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries.

(b)However, the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:

(i)the Indenture Documents and the Second Lien Credit Agreement;

(ii)applicable law, rule or regulation or order;

(iii)any instrument governing Indebtedness or Equity Interests of a Person acquired by Parent or any of its Restricted Subsidiaries or Liens on property or assets acquired by Parent or any of its Restricted Subsidiaries, in each case as in effect at the time of such acquisition (except to the extent such Indebtedness, Equity Interest or Lien was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets so acquired; pr ovided that, in the case of Indebtedness or Liens, such Indebtedness or Liens were permitted by the terms of this Indenture to be incurred;

(iv)customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

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(v)purchase money obligations and Capital Lease Obligations not incurred in violation of this Indenture that impose restrictions of the nature described in clause (a)(iii) above on the property financed with such Indebtedness;

(vi)Permitted Refinancing Indebtedness and Permitted Second Lien Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or Permitted Second Lien Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(vii)provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, in each case entered into in the ordinary course of business or with the approval of Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(ix)provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Equity Interests of a Person other than on a pro rata basis; and

(x)restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; provided that such restrictions, taken as a whole, are, in the good faith judgment of Parent’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in this Indenture.

Section 4.09Limitation on Incurrence of Indebtedness.

(a)Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Issuers may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary of Parent that is a Guarantor or, upon such incurrence becomes a Guarantor, may incur Indebtedness if, in each case, the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 5.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, as the case may be, at the beginning of such Four Quarter Period.

(b)The Issuers shall not, directly or indirectly, incur any Indebtedness (nor shall Parent permit any Guarantor to guarantee such Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of an Issuer unless such Indebtedness is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that no such Indebtedness of an Issuer or a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of an Issuer or a Guarantor solely by virtue of being unse cured.

(c)The provisions of Section 4.09(a) hereof shall not apply to the following (collectively, “Permitted Debt”):

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(i)the incurrence by an Issuer or a Guarantor (and the guarantee thereof by a Guarantor or an Issuer) of (A) Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount at any time outstanding not to exceed $64.1 million and (B) Permitted Second Lien Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness incurred pursuant to the immediately preceding clause (A);

(ii)Indebtedness outstanding on the Issue Date;

(iii)the incurrence by the Issuers (and the Guarantee thereof by the Guarantors) of Indebtedness represented by the Notes issued on the Issue Date and Exchange Notes issued in exchange for such Notes;

(iv)the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Attributable Debt or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, or improvement of property, plant or equipment used in the business of Parent or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) in an aggregate principal amount not to exceed $2.0 million at any time outstanding;

(v)the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness incurred pursuant to Section 4.09(a) or clauses (c)(ii) or (c)(iii) above and this clause (c)(v);

(vi)the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that (A) such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of an Issuer, or, the Guarantee, in the case of a Guarantor, and (B)(x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (y) any sale or other transfer of any such Indebtedness to a Person, or the sale or other transfer of a Lien in resp ect of such Indebtedness, that is not either Parent or a Restricted Subsidiary of Parent shall be deemed, in each case, to constitute an incurrence of Indebtedness that was not permitted by this clause (vi);

(vii)the guarantee by an Issuer or any of the Guarantors of Indebtedness of an Issuer or a Guarantor that was permitted to be incurred by another provision of this Section 4.09;

(viii) Indebtedness of Parent or any of its Restricted Subsidiaries in respect of bankers’ acceptances, payment obligations in connection with self-insurance or similar requirements (including Indebtedness represented by letters of credit for the account of Parent or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing), workers’ compensation claims, health, disability or other employee benefits, performance, surety and similar bonds and completion guarantees, in each case incurred in the ordinary course of business;

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(ix)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; and cash management obligations and other Indebtedness in respect of netting services, overdraft protection and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business in connection with cash management activities;

(x)Indebtedness of Parent or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case, in accordance with this Indenture;

(xi)Indebtedness (a) consisting of aircraft lessor financing of improvements or maintenance of aircraft or incurred in satisfaction of “return condition” obligations of Parent or its Restricted Subsidiaries under aircraft leases, in an aggregate principal amount at any time outstanding not to exceed $2.0 million or (b) incurred in connection with the restructuring of aircraft leases if the present value (discounted at 10% per annum) of each such restructured aircraft lease and the principal and interest on the related Indebtedness so incurred is less than the present value (discounted at 10% per annum) of the related original aircraft lease, in an aggregate principal amount at any time outstanding not to exceed $10.0 million less the aggregate principal amount of Indebtedness outstanding pursuant to the preceding clause (a);

(xii)Indebtedness in respect of letters of credit issued in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $5.0 million;

(xiii)Indebtedness arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Indebtedness is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(xiv)Indebtedness of Parent and its Restricted Subsidiaries to credit card processors in connection with credit card processing services incurred in the ordinary course of business;

(xv)Indebtedness under Hedging Obligations that are incurred in the ordinary course of business (and not for speculative purposes) in an aggregate amount at any time outstanding not to exceed $2.0 million; and

(xvi)the incurrence by Parent or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding not to exceed $5.0 million.

For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) of this Section 4.09(c) or is entitled to be incurred pursuant to Section 4.09(a) hereof, Parent, in its sole discretion, shall be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of incurrence, and at any time and from time to time thereafter may at any time reclassify in any manner that complies with this Section 4.09.  Notwithstanding the foregoing, (a) Indebtedness under the Second Lien Credit Agreement outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by

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clause (i) of this Section 4.09(c) and (b) Indebtedness under the Existing Credit Agreement will be deemed to have been incurred solely in reliance on the exception provided by clause (vi) of this Section 4.09(c).  Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Interests in the form of additional shares of the same class of Disqualified Interests for purposes of this Section 4.09 shall not be deemed an incurrence of Indebtedness; provided, in each such case, that the amount thereof is included in Fixed Charges of Parent as accrued.

Section 4.10Asset Sales.

(a)Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(i)other than in the case of a Casualty Event, Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii)other than in the case of a Casualty Event, at least 75% of the consideration therefor (which consideration shall not include any contingent payment obligations related to such Asset Sale, including, without limitation, earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to employees or consultants) received by Parent or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof; provided that the amount of (x) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet) of Parent or any Restricted Subsidiary (oth er than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases Parent or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are within 30 days of the receipt thereof converted by Parent or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this Section 4.10(a)(ii).

(b)Within 365 days after the receipt of any Net Proceeds from an Asset Sale (other than an Asset Sale in respect of the ATA Assets, which shall be subject to an ATA Distribution Offer), Parent or any of its Restricted Subsidiaries may apply such Net Proceeds to make a Capital Expenditure or an acquisition of other tangible long-term assets, in each case, that are used or useful in the then existing business of Parent and its Subsidiaries or to make an Asset Sale Offer.

Pending the final application of any such Net Proceeds, Parent may temporarily invest such Net Proceeds in Cash Equivalents. Any Net Proceeds from Asset Sales (other than an Asset Sale in respect of ATA Assets, which will be subject to an ATA Distribution Offer) that are not applied or invested as provided in the first sentence of this Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $7.5 million (the “Asset Sale Offer Trigger Date”), the Issuers will be required to make an offer to all Holders of Notes, and may make an offer to all holders of Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, all holders of Pari Passu Debt) containing provisions similar to those set forth in this Indenture with respect to Asset Sales, to purchase with all such Excess Pr oceeds (an “Asset Sale Offer”) the maximum principal amount of Notes and such Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, such Pari Passu Debt) that may be purchased out of such Excess

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Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, not more than 10 Business Days following the Asset Sale Offer Trigger Date, in accordance with the procedures set forth in this Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

(c)The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.10, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations of Section 3.09 hereof or t his Section 4.10 by virtue thereof.

Section 4.11Semi-Annual Offer.

(a)On June 30 and December 31 of each year, commencing December 31, 2009, the Issuers shall make an offer to purchase (the “Semi-Annual Offer”) $10.0 million aggregate principal amount (the “Semi-Annual Offer Amount”) of Notes at a purchase price in cash equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture; provided that the Semi-Annual Offer Amount for the Semi-Annual Offer to be made on December 31, 2009 shall be $7.5 million minus the amount of ATA Assets received by Parent and its Subsidiaries prior to December 31, 2009 that are applied to the purchase of Notes pursuant to an ATA Distribution Offer described in Section 4.24 hereof or the prepayment of the principal of loans outstanding under the Second Lien Credit Agreement.

(b)If the aggregate principal amount of Notes tendered pursuant to any Semi-Annual Offer exceeds the applicable Semi-Annual Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis.

(c)The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Semi-Annual Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.11, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under Section 3.09 hereof or this Section 4.11 by virtue thereof.

Section 4.12Transactions with Affiliates.

(a)Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

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(i)such Affiliate Transaction is on terms that are no less favorable, taken as a whole, to Parent or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person; and

(ii)Parent deliver to the Trustee (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $3.0 million, a resolution of the Board of Directors set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has either been approved by a majority of the disinterested members of Parent’s Board of Directors or has been approved in an opinion issued by an accounting, appraisal or investment banking firm of national standing as being fair to the Holders from a financial point of view and (B) with respect t o any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b)Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions:

(i)any employment agreement or arrangements incentive compensation plan, benefit arrangements or plan, severance or expense reimbursement arrangement entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business of Parent or such Restricted Subsidiary;

(ii)transactions between or among Parent and/or its Wholly-Owned Restricted Subsidiaries;

(iii)payment of reasonable directors’ fees to directors of Parent or any of its Restricted Subsidiaries and other reasonable fees, compensation, benefits and indemnities paid or entered into with directors, officers and employees of Parent or any of its Restricted Subsidiaries;

(iv)any issuance of Equity Interests of Parent and the granting or performance of registration rights with respect to securities of Parent or any of its Restricted Subsidiaries;

(v)any agreement in effect on the Issue Date or any amendment thereto or transaction contemplated thereby (and any replacement or amendment of any such agreement so long as any such amendment or replacement thereof is not materially less favorable, taken as a whole, to Parent and its Restricted Subsidiaries than the original agreement in effect on the Issue Date);

(vi)Investments and Restricted Payments that are permitted by Section 4.07 hereof;

(vii)aircraft, crew, maintenance and insurance contracts, dry lease contracts and engine lease contracts with Arrow Air in the ordinary course of business consistent with past practice and on terms that are no less favorable to Parent than those that could have been obtained in a comparable transaction by Parent with a Person that is not an Affiliate of Parent; provided that any contract involving aggregate consideration with a Fair Market Value in

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excess of $10.0 million shall have been approved by a majority of the disinterested members of Parent’s Board of Directors; and

(viii) loans and advances made in compliance with clause (x) of the definition of Permitted Investments.

Section 4.13Liens.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind against or upon any property or asset now owned or hereafter acquired, or any income or profits therefrom, except Permitted Liens.

Section 4.14Corporate Existence.

Subject to ARTICLE 5 hereof, the Issuers shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect (a) the corporate existence of Parent, and the corporate, partnership or other existence of Parent’s Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary and (b) the material rights (charter and statutory), licenses and franchises of Parent and its Restricted Subsidiaries; provided that Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the loss thereof would not have a material adverse effect on the ability of the Issuers and the Guarantors, taken as a whole, to satisfy their obligations under the Notes, the Guarantees and this Indenture.

Section 4.15Offer to Repurchase upon Change of Control.

(a)Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the repurchase date (the “Change of Control Payment”).  Within 30 days following any Change of Control, the Issuers shall mail a notice to eac h Holder stating:

(1)that a Change of Control Offer is being made pursuant to this Section 4.15 and, to the extent lawful, that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2)the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Note not properly tendered or accepted for payment will remain outstanding and continue to accrue interest in accordance with the terms hereof;

(4)that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of

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Holder to Elect Purchase” on the reverse of such Notes completed, or transfer by book-entry transfer to the Issuers or to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business at least three Business Days preceding the Change of Control Payment Date;

(6)that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the 20th Business Day following the date of the Change of Control notice, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7)that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered.  The unpurchased portion of the Notes shall be equal to $1,000 or an integral multiple thereof or transferred by book-entry transfer; and

(8)the other instructions, as determined by the Issuers, consistent with this Section 4.15, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.

(b)The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.15 by virtue thereof.

(c)On the Change of Control Payment Date, the Issuers shall, to the extent lawful,

(1)accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes so accepted and not withdrawn together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.

The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an

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integral multiple thereof.  The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(d)The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) notice of redemption has been given pursuant to this Indenture as described under Section 3.03 hereof unless and until there is a default in payment of the applicable redemption price or (3) if, in connection with or in contemplation of any Change of Control, they or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.  A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.  Notes repurchased pursuant to a Change of Control Offer shall be retired and cancelled.

Section 4.16Sale and Leaseback Transactions.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction.

Section 4.17Issuances and Sales of Equity Interests in Subsidiaries.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of Parent to any Person (other than an Issuer or a Guarantor), except:

(a)if immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition would have been permitted to be made under Section 4.07 hereof if made on the date of such issuance, transfer, conveyance, sale, lease or other disposition and the net cash proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10 hereof;

(b)the issuance or sale of directors’ qualifying shares as required by applicable law; or

(c)the issuance, transfer, conveyance, sale, lease or other disposition of any such Equity Interest by a Restricted Subsidiary that is not a Guarantor to another Restricted Subsidiary that is not a Guarantor.

Section 4.18Business Activities.

Parent shall not, and Parent shall not permit any of its Restricted Subsidiaries to, engage in any business other than a Permitted Business.

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Section 4.19Minimum Consolidated Cash Flow.

Parent shall not permit Consolidated Cash Flow minus Capital Expenditures for any Test Period ending on the last day of a fiscal quarter of Parent set forth below to be less than the relevant amount set forth opposite such fiscal quarter below:

Fiscal Quarter Ending	Amount
On or Prior to June 30, 2010	$	45.0 million
Thereafter	$	50.0 million

For any Test Period which includes any fiscal quarter of Parent ending after June 30, 2009 and on or prior to June 30, 2010, for purposes of this Section 4.19, Consolidated Cash Flow for the applicable fiscal quarter of Parent shall be increased by an amount equal to cash contributed to the common equity of Parent during such fiscal quarter, up to a maximum of $5.0 million in the aggregate for all such Test Periods.

Section 4.20Payments for Consent.

Neither Parent nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture Documents unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Section 4.21Subsidiary Guarantees.

If (a) Parent or any of its Wholly-Owned Domestic Restricted Subsidiaries shall acquire or create another Wholly-Owned Domestic Restricted Subsidiary after the Issue Date, other than any Insurance Subsidiary or (b) any Restricted Subsidiary of Parent Guarantees any Indebtedness of Parent or any other Restricted Subsidiary of Parent, then, in either case, Parent shall cause such Restricted Subsidiary to become a Guarantor and

(i)execute a supplemental indenture, in accordance with the terms of this Indenture, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Issuers’ Obligations under the Indenture Documents on the terms set forth in this Indenture;

(ii)execute and deliver to the Collateral Agent such amendments or supplements to the Collateral Agreements necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected first-priority security interest in the Equity Interests of such Restricted Subsidiary, subject to Permitted Liens, which are owned by an Issuer or a Guarantor and are required to be pledged pursuant to the Collateral Agreements;

(iii)take such actions as are necessary to grant to the Collateral Agent for the benefit of the Holders a perfected first-priority security interest in the assets, other than Excluded Assets, of such Restricted Subsidiary, subject to Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements or by law or as may be reasonably requested by the Collateral Agent;

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(iv)take such further action and execute and deliver such other documents specified in the Indenture Documents or otherwise reasonably requested by the Trustee or Collateral Agent to give effect to the foregoing; and

(v)deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Restricted Subsidiary as provided for in this Indenture or the Collateral Agreements.

Section 4.22Further Assurances.

(a)Neither Parent nor any of its Restricted Subsidiaries shall take or knowingly omit to take any action that would materially impair the Liens in favor of the Collateral Agent, on behalf of itself, the Trustee and the Holders, with respect to any material portion of the Collateral.

(b)The Issuers shall, and shall cause each Guarantor to, at their sole cost and expense, (i) execute and deliver all such agreements and instruments as the Collateral Agent shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements and (ii) file any such notice filings or other agreements or instruments as may be reasonably necessary under applicable law to perfect (and maintain the perfection and priority) the Liens created by the Collateral Agreements, subject to Permitted Liens , at such times and at such places as the Collateral Agent may reasonably request, in each case subject to the terms of the Collateral Agreements.

Section 4.23Mortgages.

With respect to any fee interest in any real property that is acquired by an Issuer or Guarantor after the Issue Date (other than any such real property subject to a Lien expressly permitted under clause (iii) of the definition of Permitted Liens) that has (A) a purchase price or (B) a Fair Market Value greater than $2.5 million (such real property referred to individually and collectively as the “Premises”), within 90 days of acquisition, Parent shall:

(a)deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed Mortgages, duly executed by the applicable Issuer or Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby;

(b)use its commercially reasonable efforts to deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and a standard survey exception, and such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence o f the payment in full of all premiums thereon;

(c)to the extent that a standard survey exception is not contained in the mortgagee’s title policy delivered in accordance with clause (b) above, with respect to the covered Premises, use its commercially reasonable efforts to deliver to the Collateral Agent the most recent survey (to the extent

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such a survey exists) of such Premises, together with, if a survey exists, either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from the applicable Issuer or Guarantor stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by such Issuer or Guarantor of such Premises for such Issuer’s or Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and

(d)deliver an Opinion of Counsel that such Mortgage has been duly authorized, executed and delivered by such Issuer or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Issuer or Guarantor and creates a valid perfected Lien in the Premises purported to be covered thereby.

With respect to any aircraft (including the related engines and spare engines) acquired after the Issue Date by any Issuer or Guarantor that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt in accordance with Section 4.09 hereof), promptly (i) (A) execute and deliver an Aircraft Mortgage in favor of the Collateral Agent, for the benefit of the Holders, covering such assets, (B) deliver to the Collateral Agent evidence of the filing for recordation with the FAA of such Aircraft Mortgage, together with any other necessary documents, instruments, affidavits or certificates as may be reasonably necessary to perfect and protect the Liens created thereby, including, without limitation, recordings and filings with the FAA and all filings and recording fees a nd taxes in respect thereof shall have been duly paid and (C) deliver to the Collateral Agent copies of the FAA form AC 8050-135 forms to be filed with the FAA, and (ii) deliver to the Trustee an Opinion of Counsel that such Aircraft Mortgage has been duly authorized, executed and delivered by such Issuer or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Issuer or Guarantor and creates a valid perfected Lien in such aircraft (including the related engines and spare engines).

Section 4.24ATA Distribution Offer.

(a)If Parent or any of its Subsidiaries or any of the agents or lenders under the Existing Credit Agreement receives any ATA Assets, the Issuers may apply the net cash proceeds of the ATA Assets to repay the loans outstanding under the Second Lien Credit Agreement or to make a payment required under the JPMorgan Arrangements within three Business Days after such receipt. Any net cash proceeds that are not applied or invested as provided in the preceding sentence shall be deemed to constitute “ATA Excess Proceeds.”

(b)When the aggregate amount of ATA Excess Proceeds exceeds $5.0 million (the “ATA Distribution Offer Trigger Date”), the Issuers shall be required to make an offer to all Holders of Notes to purchase with all such ATA Excess Proceeds (an “ATA Distribution Offer”) the maximum principal amount of Notes that may be purchased out of such ATA Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, not more than 10 Business Days following the ATA Distribu tion Offer Trigger Date, in accordance with the procedures set forth in this Indenture. To the extent that any ATA Excess Proceeds remain after consummation of an ATA Distribution Offer, Parent may use such ATA Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such ATA Distribution Offer exceeds the amount of ATA Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of ATA Excess Proceeds shall be reset at zero.

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(c)The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an ATA Distribution Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.24, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under Section 3.09 hereof o r this Section 4.24 by virtue thereof.

Section 4.25Changes in Accounting Periods.

Parent shall cause (i) each of its fiscal years to end on December 31 of each calendar year and (ii) each of its fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year; provided, however, that Parent shall have the right to change its fiscal year or fiscal quarter ends from those dates set forth above so long as any such change is not adverse to the Holders and, prior to any such change becoming effective, Parent shall have made such modifications to the provisions described under Section 4.19 hereof in connection therewith as may be necessary to preserve the intent of the provisions of such Section.

Section 4.26Amendments to Second Lien Credit Agreement.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, amend, restate, modify or supplement the Second Lien Credit Agreement if the effect of any such amendment, restatement, modification or supplement is to:

(a)shorten the final Stated Maturity thereof or reduce the Weighted Average Life to Maturity of the loans thereunder; or

(b)increase the yield to maturity of the loans thereunder.

Section 4.27Maintenance of Property and Insurance.

(a)Parent shall, and shall cause each of its Restricted Subsidiaries to, keep all property material to the operation of its business in good working order and condition in all material respects, ordinary wear and tear excepted.

(b)Parent shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business (in each case, after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and i ts Restricted Subsidiaries).

Section 4.28Additional Interest Notice.

In the event that the Issuers are required to pay additional interest (“Additional Interest”) to holders of Notes pursuant to the Registration Rights Agreement, the Issuers shall provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine

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the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

ARTICLE 5

SUCCESSORS

Section 5.01Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Parent may not consolidate or merge with or into (whether or not Parent is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person or entity unless:

(i)(A) Parent is the surviving corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation existing under the laws of the United States, any state thereof or the District of Columbia;

(ii)the entity or Person formed by or surviving any such consolidation or merger (if other than Parent) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Indenture Documents pursuant to a supplemental indenture, amendment, supplement or other instrument in form and substance reasonably satisfactory to the Trustee, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity;

(iii)immediately after giving effect to such transaction no Default or Event of Default exists;

(iv)except in the case of a consolidation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets to a Wholly-Owned Restricted Subsidiary of Parent, Parent or the entity or Person formed by or surviving any such consolidation or merger (if other than Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Four Quarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the F ixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(v)Parent delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition complies with the provisions of this Indenture.

(b)No Guarantor or Issuer other than Parent (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.10 hereof) shall, and Parent shall not cause or permit any Guarantor or Issuer other than Parent to, consolidate with or merge with or into any Person other than an Issuer or another Guarantor unless:

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(i)the entity formed by or surviving any such consolidation or merger (if other than a Guarantor or Issuer) shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia;

(ii)such entity assumes by supplemental indenture, amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor or Issuer under the Indenture Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity;

(iii)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(iv)immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Fixed Charge Coverage Ratio of Parent would be equal to or greater than such ratio immediately prior to such transaction.

(c)This Section 5.01 shall not apply to a merger of an Issuer or a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating such Issuer or such Guarantor, as the case may be, in another jurisdiction of the United States.

Section 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Parent in a transaction that is subject to, and that complies with the provisions of Section 5.01 hereof, the successor Person formed by such consolidation or into or with which Parent is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to “Parent” shall refer instead to the successor corporation and not to Parent), and may exercise every right and power of Parent under this Indenture with the same effect as if such successor Person had been named as Parent herein; provided, however, that the predecessor Parent shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of Parent’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

(a)Each of the following shall be an “Event of Default” for purposes of this Indenture:

(i)default for 30 days in the payment when due of interest on the Notes;

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(ii)default in payment of the principal of or premium, if any, on the Notes when the same becomes due at its Stated Maturity, upon optional redemption, upon a required offer to purchase (including a default in payment resulting from the failure to make a required offer to purchase), upon acceleration or otherwise;

(iii)failure by any Issuer or Guarantor to comply with Section 5.01 hereof;

(iv)failure by any Issuer or Guarantor to comply with the provisions described under Sections 4.03, 4.07, 4.08, 4.09, 4.12, 4.13, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.23, 4.25 or 4.26 hereof which default continues for a period of 30 days after any Issuer or Guarantor receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes;

(v)a default by any Issuer or Guarantor in the observance or performance of any other covenant or agreement contained in the Indenture Documents which default continues for a period of 60 days after any Issuer or Guarantor receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes;

(vi)the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of Parent or any Restricted Subsidiary of Parent or the acceleration of the final Stated Maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time and such failure shall not have been cured or waived within 20 days thereof;

(vii)failure by Parent or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by an insurance carrier or pursuant to which Parent or any of its Restricted Subsidiaries is not indemnified by a third party who has agreed to honor such obligation) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become final and non-appealable;

(viii) any Issuer, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(1)commences a voluntary case;

(2)consents to the entry of an order for relief against it in an involuntary case;

(3)consents to the appointment of a custodian of it or for all or substantially all of its property;

(4)makes a general assignment for the benefit of its creditors; or

(5)generally is not paying its debts as they become due;

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(ix)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1)is for relief against any Issuer, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(2)appoints a custodian of any Issuer, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary for all or substantially all of the property of any Issuer, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary; or

(3)orders the winding up or liquidation of any Issuer, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed, undischarged or unremedied and in effect for 60 consecutive days;

(x)except as permitted by this Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligation under its Guarantee; or

(xi)with respect to any Collateral having a Fair Market Value in excess of $10.0 million, any Collateral Agreement shall cease to be in full force and effect other than in accordance with the terms such Collateral Agreement, or shall cease to give the Collateral Agent for the benefit of the Holders, the Liens, rights, powers and privileges purported to be created thereby, which default continues for a period of 30 days after any Issuer or Guarantor receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from the Trustee or the Holders of at least 25% of the then outstanding principal a mount of the Notes.

(b)In accordance with Section 4.04 hereof, the Issuers shall deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuers shall, upon becoming aware of any Default or Event of Default, deliver to the Trustee a statement specifying such Default or Event of Default.

Section 6.02Acceleration.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes shall notify Parent in writing, specifying the Event of Default, demanding that the Default be remedied and stating that such notice is a “Notice of Default,” following which such Holders may declare all the Notes to be due and payable immediately.  Upon such declaration of acceleration pursuant to a Notice of Default, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; provided, however, that in the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(a)(vi) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the failure to pay or acceleration triggering such Event of Default

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pursuant to Section 6.01(a)(vi) hereof shall be remedied or cured or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto.  Notwithstanding the foregoing, in the case of an Event of Default arising under Sections 6.01(a)(viii) or 6.01(a)(ix) hereof, with respect to an Issuer, all outstanding Notes shall become due and payable without further action or notice.  Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the pay ment of principal or interest) if it determines that withholding notice is in their interest.  Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture and under the Trust Indenture Act.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than nonpayment of principal or interest that has become due solely because of acceleration).  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or for exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Holders of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability.

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Section 6.06Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(a)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(b)Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(c)such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(e)Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(i) or (ii) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and

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respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by applicable law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such pa yments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganizati on, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13Priorities.

If the Trustee collects any money pursuant to this ARTICLE 6, it shall pay out the money in the following order:

(i)FIRST: to the Trustee, the Collateral Agent and their respective agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii)SECOND: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(iii)THIRD: to the Issuers or to such party as a court of competent jurisdiction may direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, each of the Trustee and the Collateral Agent shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)Each of the Trustee and the Collateral Agent shall be under no obligation to exercise any of its rights or powers under this Indenture or the Collateral Agreements at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee or the Collateral Agent, as the case may be, indemnity satisfactory to the Trustee or Collateral Agent, as the case may be, or security against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers.  Money held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole expense of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall

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be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) or attorney appointed with due care.

(d)The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer will be sufficient if signed by an Officer of such Issuer.

(f)None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities (including Collateral Agent) under the Indenture Documents, and each agent, custodian and other Person employed to act under the Indenture Documents.

Section 7.03Individual Rights of Trustee.

Each of the Trustee and the Collateral Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee or the Collateral Agent, as the case may be.  However, in the event that the Trustee or the Collateral Agent acquires any conflicting interest it shall eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights and duties.  Each of the Trustee and the Collateral Agent is also subject to Sections 7.10 and 7.11 hereof, and the Trustee is subject to Sections 310(b) and 311 of the Trust Indenture Act.

Section 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying

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Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Section 313(a) of the Trust Indenture Act (but if no event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with Section 313(b)(2) of the Trust Indenture Act.  The Trustee shall also transmit by mail all reports as required by Section 313(c) of the Trust Indenture Act.

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d).  The Issuers shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange and any delisting thereof.

Section 7.07Compensation and Indemnity.

The Issuers shall pay to the Trustee and Collateral Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in connection with the performance of its duties under this Indenture or the Collateral Agreements, as the case may be, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this Indenture or the Collateral Agreements, or the administration of the trust created hereby and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against any of the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder).  The Trustee shall notify the Issuers in writing promptly of any claim for which it may seek ind emnity.  Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder.  The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel.  The Issuers need not (x) pay for any settlement made without their written consent, which shall not be

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unreasonably withheld or (y) reimburse any expense or indemnify against any of the foregoing loss, liability, damage, claim or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money, property or Collateral held or collected by the Trustee in its capacity or the Collateral Agent in its capacity as Collateral Agent, except in the case of the Trustee, assets or money held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee or Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii) or Section 6.01(a)(ix) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture Act to the extent applicable.

Section 7.08Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.  The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers.  The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing.  The Issuers may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee otherwise becomes incapable of acting as Trustee hereunder or with respect to the Notes.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction, in each case, at the Issuers’ expense, for the appointment of a successor Trustee.

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If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers.  Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee and execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the successor corporation without any further act shall be the successor Trustee; provided, however, that such Person shall be otherwise qualified and eligible under ARTICLE 7 hereof.

Section 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a)(1), (2) and (5) of the Trust Indenture Act.  The Trustee is subject to Section 310(b) of the Trust Indenture Act.

Section 7.11Preferential Collection of Claims Against the Issuers.

The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act.  A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.

Section 7.12Trustee in Other Capacities; Collateral Agent.

References to the Trustee in Sections 7.01(b) through (f), 7.02, 7.03, 7.04, 7.07 and 7.08 shall include the Trustee in its role as Collateral Agent and Paying Agent.

Section 7.13Co-Trustees, Co-Collateral Agent and Separate Trustees, Collateral Agent

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Issuers shall have the power to appoint, and, upon the written request of the Holders of at least 25% in principal amount of the Notes outstanding, the Issuers shall appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, of all or any part of the Collateral, to act as co-collateral agent, jointly with the Collateral

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Agent, or to act as separate trustees or collateral agents of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power reasonably necessary, subject to the other provisions of this Section 7.13.  As of the Issue Date, the Issuers hereby appoint Wells Fargo Bank, National Association as the initial Collateral Agent and Wells Fargo Bank, National Association hereby accepts such appointment and agrees to act and serve in such capacity.

Should any written instrument from the Issuers reasonably be required by any co-trustee, co-collateral agent or separate trustee or separate collateral agent so appointed for more fully confirming to such co-trustee, co-collateral agent, separate trustee or separate collateral agent such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuers.

Every co-trustee, co-collateral agent or separate trustee or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee.

The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee, or by the Collateral Agent and such co-collateral agent or separate collateral agent, jointly as shall be provided in the instrument appointing such co-trustee or separate trustee or co-collateral agent or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee, Collateral Agent or co-collateral agent or separate collateral agent.

The Issuers at any time, by a resolution of the respective Board of Directors of each Issuer, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.13; provided that, in case an Event of Default has occurred and is continuing, the Trustee, by an instrument in writing executed by it, shall have power to accept the resignation of, or remove, any such co-trustee, co-collateral agent, separate trustee or separate collateral agent.  Upon the written request of the Issuers, the Trustee shall join with the Issuers in the execution, delivery and performance of all instruments and agreements reasonably necessary or proper to effectuate such resignation or removal.  A successor to any co-trustee, co-collateral agent, separate trustee or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section 7.13.

No co-trustee, co-collateral agent, separate trustee or separate collateral agent hereunder shall be personally liable by reason of any act or omission of the Trustee or the Collateral Agent, or any other such trustee or collateral agent hereunder, other than any act or omission resulting from such co-trustee’s, co-collateral agent’s, separate trustee or separate collateral agent’s negligence or willful misconduct.

Any act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee and any act of Holders delivered to the Collateral Agent shall be deemed to have been delivered to each such co-collateral agent or separate collateral agent.

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ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this ARTICLE 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and the Collateral Agreements on the date the conditions set forth below are satisfied (“Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including, the Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b)&n bsp;below, and to have satisfied all their other obligations under such Notes, the Guarantees, the Collateral Agreements and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b)the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c)the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d)this Section 8.02.

If the Issuers exercise the Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes.  Subject to compliance with this ARTICLE 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.07 through 4.13 and 4.15 through 4.28 hereof and Sections 5.01(a)(iv) and (b)(iv) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in

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connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarante es shall be unaffected thereby.  In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii) (solely with respect to Sections 5.01(a)(iv) and (b)(iv)), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii), 6.01(a)(viii) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary), 6.01(a)(ix) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary), 6.01(a)(x) and 6.01(a)(xi) hereof shall not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance pursuant to Section 8.02 hereof or Covenant Defeasance pursuant to Section 8.03 hereof with respect to the Notes:

(i)the Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized independent investment bank, appraisal firm or public accounting firm, to pay the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuers shall specify whether the Notes are being defeased to maturity or to a particular redemption date (except lost, stolen or destroyed Notes that have been replaced or paid);

(ii)in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the sam e times as would have been the case if such Legal Defeasance had not occurred;

(iii)in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv)the Issuers shall deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the

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other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and

(v)the Issuers shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to Legal Defeasance or Covenant Defeasance have been complied with.

Section 8.05Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this ARTICLE 8 to the contrary, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to the Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, or premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Jou rnal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of

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any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to the Guarantee or this Indenture) and the Trustee or Collateral Agent, as applicable, may amend or supplement the Indenture Documents without the consent of any Holder of Notes:

(1)to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to provide for the assumption of an Issuer’s obligations to the Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s assets;

(4)to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture Documents of any such Holder;

(5)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(6)to conform the text of the Indenture Documents to any provision of the section of the Offering Memorandum entitled “Description of the Notes” to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents;

(7)to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes;

(8)to comply with the rules of any applicable securities depository;

(9) to add new creditor parties to the Intercreditor Agreement in compliance with Sections 8.8 or 9.3 thereof; or

(10)to modify or change any provisions of the Indenture to the extent required by Section 4.25 hereof.

Upon the request of the Issuers accompanied by resolutions of the respective Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt

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by the Trustee of the documents described in Section 9.06 hereof, the Trustee and the Collateral Agent, if applicable, shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, subject to the terms of the Intercreditor Agreement, the Issuers and the Trustee or Collateral Agent, as applicable, may amend or supplement the Indenture Documents with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of the Indenture Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by resolutions of the respective Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement, waiver or consent, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement, waiver or consent under this Section 9.02 becomes effective, the Issuers shall (or cause the Trustee, at the expense of and at the request of the Issuers, to) mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or consent.

Without the consent of each Holder of Notes affected thereby, an amendment, supplement, waiver or consent under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(i)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, waiver or consent;

(ii)reduce the principal of or change the fixed maturity of any Note or change the time at which the Notes may be redeemed or the applicable redemption price (other than provisions relating to the redemption of the Notes described in Sections 4.10, 4.11, 4.15, and 4.24);

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(iii)reduce the rate of or change the time for payment of interest on any Note;

(iv)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(v)make any Note payable in money other than that stated in the Notes;

(vi)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;

(vii)after the Issuers’ obligation to purchase Notes arises under this Indenture, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer, Asset Sale Offer, Semi-Annual Offer or ATA Distribution Offer, or modify any of Sections 4.10, 4.11, 4.15 or 4.24 hereof or any of the definitions with respect thereto;

(viii)modify or change any provision of this Indenture in any manner which subordinates the Notes in right of payment to any other Indebtedness of the Issuers or which subordinates any Guarantee in right of payment to any other Indebtedness of a Guarantor;

(ix)release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture Documents otherwise than in accordance with the terms of this Indenture; or

(x)make any change in the foregoing amendment and waiver provisions.

No such amendment may release all or substantially all of the Collateral securing the Issuers’ and Guarantors’ Obligations under the Indenture Documents other than in accordance with the terms of the Collateral Agreements without the consent of Holders holding at least 66 2/3% of the aggregate principal amount of the Notes then outstanding.

Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee or Collateral Agent, as applicable, receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver.  If a Record Date is fixed, then,

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notwithstanding the preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date.  No such consent shall be valid or effective for more than 90 days after such Record Date unless the consent of the requisite number of Holders has been obtained.

Section 9.05Notation on or Exchange of Notes.

The Trustee or Collateral Agent, as applicable, may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this ARTICLE 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  In executing any amendment, supplement or waiver, the Trustee shall receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provi sions hereof (including Section 9.04).

ARTICLE 10

GUARANTEES

Section 10.01Guarantee.

(a)Subject to this ARTICLE 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture Documents, or the obligations of the Issuers hereunder or under any other Indenture Documents, that:

(i)the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee or Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

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Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Collateral Agreements, the other Indenture Documents, or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives presentation to, demand of, payment from and protest to the Issuers of any of its obligations and also waives notice o f protest for nonpayment and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Collateral Agreements and this Indenture.

(c)Each Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

(d)If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(e)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in ARTICLE 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in ARTICLE 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.  The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

(f)Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation, reorganization, should an Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of an Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” & #147;fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(g)In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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(h)Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02Limitation on Guarantor Liability.

Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it related to each Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Section 10.03Execution and Delivery.

Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Section 4.21 and this Section 10.03 shall evidence its Guarantee set forth in Section 10.01 without the need for any further notation on the Notes.

Section 10.04Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06Release of Guarantees.

(a)A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers, the Trustee or any Holder is required for the release of such Guarantor’s Guarantee:

(i)if (1) all of the Equity Interests issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than an Issuer or a Guarantor or (2) such Guarantor ceases to be a Restricted Subsidiary, in each case in a transaction that complies with this Indenture; or

(ii)upon (1) payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then due and payable, (2) a satisfaction and discharge of this Indenture pursuant to Section 11.01 hereof or (3) the occurrence of a Legal Defeasance or Covenant Defeasance pursuant to Sections 8.02 or 8.03.

(b)In the case of a release of a Guarantee pursuant to clause (a) of this Section 10.06, the Issuers shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each

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stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with in all material respects.  At the request and at the expense of the Issuers, the Trustee shall execute and deliver any instrument evidencing such release.

Section 10.07Successors and Assigns.

This ARTICLE 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges conferred upon that party in this Indenture and the Notes shall automatically extent to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01Satisfaction and Discharge.

The Indenture Documents (and all Liens on Collateral granted in connection with the issuance of Notes) will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes, when:

(a)either:

(i)all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii)all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the redemption date together with irrevocable instructions from the Issuers d irecting the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b)the Issuers have paid all other sums payable under this Indenture by the Issuers; and

(c)the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

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Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof shall survive.

Section 11.02Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the imposed duties shall control.

Section 12.02Notices.

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to any Issuer and/or any Guarantor:

Global Aviation Holdings Inc.

101 World Drive

Peachtree, Georgia 30269

Fax No.:  (770) 632-8090

Attention:  General Counsel

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with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attention: Ronald Cami

If to the Trustee or Collateral Agent:

Wells Fargo Bank, National Association

7000 Central Parkway

Suite 550

Atlanta, Georgia 30328

Fax No.:  (770) 551-5118

Attention:  Corporate Trust Services

The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act.  Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

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Section 12.03Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture, the Collateral Agreements or the Notes.  The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

Section 12.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a)An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture or any Collateral Agreement relating to the proposed action have been satisfied; and

(b)An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be required in connection with the order of the Issuers to authenticate and deliver the Notes on the Issue Date pursuant to Section 2.02 hereof.

Section 12.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Section 314(a)(4) of the Trust Indenture Act) and the Collateral Agreements shall comply with the provisions of Section 314(e) of the Trust Indenture Act and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied;

provided that the issuer of an Opinion of Counsel can rely as to matters of fact on an Officer’s Certificate.

Section 12.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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Section 12.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, future or present director, officer, employee, partner, manager, agent, member (or Person forming any limited liability company), incorporator or stockholder of any Issuer, as such, shall have any liability for any obligations of any Issuer or Guarantor under any of the Indenture Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note and Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Guarantee. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 12.08Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

Section 12.10No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of Parent or any of its Restricted Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.11Successors.

All agreements of the Issuers in this Indenture and the Notes will bind their respective successors.  All agreements of the Trustee and Collateral Agent in this Indenture will bind their respective successors.  All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.12Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.13Counterpart Originals.

The parties may sign any number of copies or counterparts of this Indenture.  Each signed copy or counterpart will be an original, but all of them together represent the same agreement.  The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original

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Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.14Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.15Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.16U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

ARTICLE 13

SECURITY

Section 13.01Grant of Security Interest.

(a)To secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuers and the Guarantors to the Holders, the Collateral Agent or the Trustee under the Indenture Documents, the Issuers and the Guarantors hereby covenant to cause the Collateral Agreements to be executed and delivered concurrently with this Indenture.  Subject to the terms of the Intercreditor Agreement, the Collateral Agreements shall provide for the grant by the Issuers and the Guarantors party thereto to the Collateral Agent of security interests in the Collateral.

(b)Each Holder, by its acceptance of a Note, consents and agrees to the terms of each Collateral Agreement, as the same may be in effect or may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into this Indenture and the Collateral Agreements and to perform its obligations and exercise its rights hereunder and thereunder in accordance herewith and therewith.  Each Issuer shall, and shall cause each of the Subsidiary Guarantors to, do or cause to be done,

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at their sole cost and expense, all such actions and things as may be required by the provisions of the Collateral Agreements, to assure and confirm to the Collateral Agent the security interests in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Guarantees secured hereby, according to the intent and purpose herein and therein expressed and, subject to the Intercreditor Agreement, including taking all commercially reasonable actions required to cause the Collateral Agreements to create and maintain, as security for the Obligations contained in the Indenture Documents, valid and enforceable, perfected (to the extent required therein) security interests in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons other than as set forth in the Intercreditor Agreement, and subject to no other Liens, in each case, except as expressly provided herein or therein.

Section 13.02Intercreditor Agreement.

This ARTICLE 13, the Security Agreement and the other Collateral Agreements are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement.

Section 13.03Recording and Opinions.

(a)The Issuers shall from time to time promptly pay all reasonable financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, the Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

(b)The Issuers shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of August 1 of each year, commencing August 1, 2010, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Section 13.04Release of Collateral.

(a)Subject to the Intercreditor Agreement, the Collateral Agent shall not at any time release Collateral from the security interests created by the Collateral Agreements unless such release is in accordance with the provisions of this Indenture and the applicable Collateral Agreements.

(b)The Issuers shall comply with the provisions of Section 314(d) of the Trust Indenture Act, except to the extent such compliance is not required as set forth in any SEC regulation or rule or in any interpretation by the SEC or by the staff of the SEC of such provisions, regulation or rule (including in any no action or interpretive letter or exemptive order issued by the SEC or by the staff of the SEC, whether issued to the Issuers or any other Person).

(c)The release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security securing this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Collateral Agreements. To the extent applicable, the Issuers shall cause Section 314(d) of the Trust Indenture Act relating to the release of property from the security interests created by the Collateral Agreements to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of each Issuer, except in cases where Section 314(d) of the Trust Indenture Act requires that such

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certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Collateral Agent in the exercise of reasonable care.

(d)Notwithstanding any provision to the contrary herein, Collateral comprised of accounts receivable, inventory or (prior to the occurrence and during the continuance of an Event of Default) the proceeds of the foregoing shall be subject to automatic release upon sales of such inventory and collection of the proceeds of such accounts receivable in the ordinary course of business.  If requested in writing by the Issuers, the Trustee shall instruct the Collateral Agent to execute and deliver such documents, instruments or statements and to take such other action as the Issuers may request to evidence or confirm that the Collateral falling under this Section 13.04 has been released from the Liens of each of the Collateral Agreements.  The Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of such instructions from the Trustee.

Section 13.05Specified Releases of Collateral.

(a)Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including the Intercreditor Agreement, or as provided hereby.

(i)An Issuer or a Guarantor will be entitled to releases of assets included in the Collateral from the Liens securing the Obligations under the Indenture Documents under any one or more of the following circumstances:

(A)to enable an Issuer or a Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 4.10 hereof;

(B)if any Guarantor is released from its Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Guarantor’s property and assets will also be released from the Liens securing its Guarantee and the other Indenture Documents; or

(C)if required in accordance with the terms of the Intercreditor Agreement.

(ii)Each of the Issuers and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the Obligations under the Indenture Documents with the consent of Holders in compliance with the amendment and waiver provisions of this Indenture as described under Section 9.02 hereof.

Upon receipt of such Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent under this Indenture and the Collateral Agreements (and Section 314(d) of the Trust Indenture Act, if any) have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by an Issuer or a Guarantor, as the case may be, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Section 13.06Release upon Satisfaction or Defeasance of all Outstanding Obligations.

The Liens on, and pledges of, all Collateral will also be terminated and released upon (i) payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all

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other Obligations hereunder and under the other Indenture Documents that are due and payable at or prior to the time such principal, premium, if any, accrued and unpaid interest, if any, are paid, (ii) a satisfaction and discharge of this Indenture pursuant to Section 11.01 hereof and (iii) the occurrence of a Legal Defeasance or Covenant Defeasance pursuant to Sections 8.02 or 8.03 hereof.

Section 13.07Form and Sufficiency of Release.

In the event that any Issuer or Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be sold, exchanged or otherwise disposed of by such Issuer or such Guarantor, and such Issuer or such Guarantor requests the Trustee or the Collateral Agent to furnish a written disclaimer, release or quit-claim of any interest in such property under this Indenture and the Collateral Agreements, the Collateral Agent and the Trustee, as applicable, shall execute, acknowledge and deliver to such Issuer or such Guarantor (in proper form) such an instrument (prepared by such Issuer or such Guarantor) promptly after satisfaction of the conditions set forth herein for delivery of any such release.  Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture or of the Collateral Agreements.

Section 13.08Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Trustee or the Collateral Agent to execute the release or to inquire as to the existence or satisfaction of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by an Issuer or a Guarantor be under any obligation to ascertain or inquire into the authority of such Issuer or such Guarantor to make such sale or other disposition.

Section 13.09Authorization of Actions to be Taken by the Collateral Agent Under the Collateral Agreements.

Subject to the provisions of the applicable Collateral Agreements, (a) the Collateral Agent shall execute and deliver the Collateral Agreements and act in accordance with the terms thereof, (b) the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Issuers and the Guarantors hereunder and under the Notes, the Guarantees and the Collateral Agreements and (c) the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Collateral Agreements or this Indenture, and suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Collateral Agent, the Holders or the Trustee).

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Section 13.10Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Agreements.

The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Collateral Agreements to the extent permitted under the Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Collateral Agent and the Holders in accordance with the provisions of Section 6.10 hereof and the other provisions of this Indenture.

[Signatures on following pages]

102

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

GLOBAL AVIATION HOLDINGS INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
NORTH AMERICAN AIRLINES, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
WORLD AIRWAYS, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
NEW ATA INVESTMENT INC.,
	as a Guarantor
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
NEW ATA ACQUISITION INC.,
	as a Guarantor
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
WORLD AIR HOLDINGS, INC.,
	as a Guarantor
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel

Signature Page to Indenture

S-1

GLOBAL AVIATION VENTURES SPV LLC,
	as a Guarantor
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
WORLD AIRWAYS PARTS COMPANY, LLC,
	as a Guarantor
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel

Signature Page to Indenture

S-2

WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee and Collateral Agent
By:	/s/ Elizabeth T. Wagner
	Name: Elizabeth T. Wagner
	Title: Vice President

Signature Page to Indenture

S-3

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Definitive Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

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CUSIP [                    ]

ISIN [                    ]

[RULE 144A][REGULATION S][IAI] GLOBAL NOTE
14% Senior Secured First Lien Notes due 2013

No.             [$                   ]

GLOBAL AVIATION HOLDINGS INC.

NORTH AMERICAN AIRLINES, INC.

WORLD AIRWAYS, INC.

promise to pay to                                          or registered assigns, the principal sum of                                   (or such principal amount as may be set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto) on August 15, 2013.

Interest Payment Dates:  February 15 and August 15.

Record Dates:  February 1 and August 1.

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

GLOBAL AVIATION HOLDINGS INC.
By:
	Name:
	Title:
NORTH AMERICAN AIRLINES, INC.
By:
	Name:
	Title:
WORLD AIRWAYS, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
	Author ized Signatory
Date:

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14% Senior Secured First Lien Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

2.INTEREST.  Global Aviation Holdings Inc., a Delaware corporation (“Parent”), North American Airlines, Inc., a Delaware corporation (“North American”) and World Airways, Inc., a Delaware corporation (“World Airways” and, together with North American and Parent, collectively the “Issuers” and each an “Issuer”) promise to pay interest on the principal amount of this Note at 14% per annum from August 13, 2009 until maturity; provided that if a Regis tration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Note at a rate of 0.25% per annum (increasing by an additional 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default up to a maximum additional interest rate of 1.0% per annum) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.  The Issuers will pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that, the first Interest Payment Date shall be February 15, 2010.  The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 2% per annum in excess of the rate per annum set forth in the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

[Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.]

3.METHOD OF PAYMENT.  The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principa l, premium, if any, and interest at the office or agency of Parent maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

4.PAYING AGENT AND REGISTRAR.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Issuers may

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change any Paying Agent or Registrar without notice to any Holder.  The Issuers or any of their Subsidiaries may act in any such capacity.

5.INDENTURE.  The Issuers issued the Notes under an Indenture, dated as of August 13, 2009 (the “Indenture”), by and among the Issuers, the Guarantors, the Trustee and the Collateral Agent.  This Note is one of a duly authorized issue of notes of the Issuers designated as its 14% Senior Secured First Lien Notes due 2013.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Secti ons 77aaa-777bbbb) (the “Trust Indenture Act”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are senior secured obligations of the Issuers.  The Indenture contains covenants that limit the ability of the Issuers and its subsidiaries to, among others, incur additional indebtedness; pay dividends or distributions on or redeem or repurchase capital stock; make investments; engage in transactions with affiliates; create liens on assets; guarantee indebtedness; consolidate, merge or transfer all or substantially of its assets or its subsidiaries’ assets and engage in sale and leaseback transactions.  These covenants are subject to important exceptions and qualifications.

6.OPTIONAL REDEMPTION.

(a)At any time prior to August 15, 2012, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b)At any time on or prior to August 15, 2012, the Issuers may on any one or more occasions redeem Notes with the net cash proceeds of one or more Equity Offerings, at a redemption price of 114% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date, subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that at least 65% of the aggregate principal amount of Notes originally issued (less the aggregate principal amount of Notes repurchased pursuant to an ATA Distribution Offer or a Semi-Annual Offer) remains outstanding immediately following such redemption (excluding Notes held by Parent or any of its Subsidiaries); and provided further, that such redemption shall occur within 60 days of the date of the closing of any such Equity Offering.

(c)The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Issuers, on or after August 15, 2012, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed on or after the date below:

YEAR	PERCENTAGE
August 15, 2012	110.500	%
August 15, 2013	100.000	%

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(d)Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.MANDATORY REDEMPTION.  Except as described under paragraph 8 hereof, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

8.NOTICE OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with ARTICLE 8 or ARTICLE 11 of the Indenture.  Notes in denominations larger than $1,000 may be r edeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

9.OFFER TO REPURCHASE.

(a)Upon a Change of Control, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase.  Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, w hich date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by such section and described in such notice, subject to the terms of the Indenture.

(b)If Parent or any of its Restricted Subsidiaries consummates an Asset Sale, the Issuers shall make an Asset Sale Offer to all Holders of Notes, and may make an offer to all holders of Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, all holders of Pari Passu Debt) containing provisions similar to those set forth in the Indenture with respect to Asset Sales, the maximum principal amount of Notes and such Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, such Pari Passu Debt) that may be purchased out of any Exces s Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, not more than 10 Business Days following the Asset Sale Offer Trigger Date, in accordance with the procedures set forth in the Indenture.  To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Secured Debt (and, with respect to an Asset Sale of assets not constituting Collateral, Pari Passu Debt) to be purchased on a pro rata basis.  Notwithstanding the foregoing, the Issuers will not be required to make an As set Sale Offer in accordance with the procedures set forth in the Indenture until the aggregate amount of Excess Proceeds exceeds $7.5 million.

(c)On June 30 and December 31 of each year, commencing December 31, 2009, the Issuers shall make a Semi-Annual Offer to purchase $10.0 million aggregate principal amount of Notes at a purchase price in cash equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture; provided that the Semi-Annual Offer Amount for the Semi-Annual Offer to be made on December 31, 2009 shall be $7.5

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million minus the amount of ATA Assets received by Parent and its Subsidiaries prior to December 31, 2009 that are applied to the purchase of Notes pursuant to an ATA Distribution Offer or the prepayment of the principal of loans outstanding under the Second Lien Credit Agreement.  If the aggregate principal amount of Notes tendered pursuant to any Semi-Annual Offer exceeds the applicable Semi-Annual Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis.

(d)If Parent or any of its Subsidiaries or any of the agents or lenders under the Existing Credit Agreement receives any ATA Assets, the Issuers shall make an ATA Distribution Offer to all Holders of Notes to purchase with all such ATA Excess Proceeds the maximum principal amount of Notes that may be purchased out of such ATA Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, not more than 10 Business Days following the ATA Distribution Offer Trigger Date, in accordance with the proce dures set forth in the Indenture.  To the extent that any ATA Excess Proceeds remain after consummation of an ATA Distribution Offer, Parent may use such ATA Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such ATA Distribution Offer exceeds the amount of ATA Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.  Notwithstanding the foregoing, the Issuers shall not be required to make an ATA Distribution Offer in accordance with the procedures set forth in the Indenture until the aggregate amount of ATA Excess Proceeds exceeds $5.0 million.

10.DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.  Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.02 of the Indenture and ending at the close of business on the day of such mailing or during the period between a Record Date and the corresponding Interest Payment Date.

[This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only if (i) on or after the Restricted Period and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by ARTICLE 2 of the Indenture.  Upon exchange of the Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.]

11.PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

12.UNCLAIMED MONEY.  If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuers at their request unless an abandoned property law designates another Person.  After any such payment, Holders of a Note entitled to the money must look only to the Issuers and not the Trustee or Paying Agent for payment.

13.DISCHARGE AND DEFEASANCE.  Subject to certain conditions, the Issuers at any time shall be entitled to terminate some or all of their obligations under the Notes and the Indenture if the Issuers deposit with the Trustee money or Government Securities for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

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14.AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes or any other Indenture Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class.  W ithout the consent of any Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of an Issuer’s obligations to the Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture Documents of any such Holder; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (vi) to conform the text of the Indenture Documents to any provision of the section of the Offering Memorandum entitled “Description of the Notes” to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents; (vii) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (viii) to comply with the rules of any applicable securities depository; (ix)  to add new creditor parties to the Intercreditor Agreement in compliance with Sections 8.8 or 9.3 thereof; or (x) to modify or change any provisions of the Indenture to the extent required by Section 4.25 of the Indenture.  No amendment may release all or substantially all of the Collateral securing the Issuers’ and Guarantors’ Obligations under the Indenture Documents other than in accordance with the terms of the Collateral Agreements without the consent of Holders holding at least 66-2/3% of the aggregate principal amount of the Notes then outstanding.

15.DEFAULTS AND REMEDIES.  Under the Indenture, Events of Default include (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment of the principal of or premium, if any, on the Notes when the same becomes due at its Stated Maturity, upon optional redemption, upon a required offer to purchase (including a default in payment resulting from the failure to make a required offer to purchase), upon acceleration or otherwise; (iii) failure by any Issuer or Guarantor to comply with Section 5.01 of th e Indenture; (iv) failure by any Issuer or Guarantor to comply with certain covenants or agreements contained in the Indenture Documents, in certain cases, subject to notice or lapse of time; (v) the failure to pay at final maturity or the acceleration of other Indebtedness, if the aggregate principal amount of such Indebtedness aggregates $10.0 million or more at any time; (vi) the failure to pay certain final judgments aggregating in excess of $10.0 million; (vii) certain events of bankruptcy or insolvency with respect to an Issuer or any of Parent’s Significant Subsidiaries; (viii) certain defaults with respect to Guarantees and (ix) with respect to any Collateral having a Fair Market Value in excess of $10.0 million, any Collateral Agreement shall cease to be in full force and effect other than in accordance with the terms such Collateral Agreement, subject to notice and lapse of time.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice.  Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture unless the Holders have offered to the Trustee indemnity satisfactory to the Trustee.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes ma y direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the

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payment of principal or interest on any Note) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than nonpayment of principal or interest that has become due solely because of acceleration).  The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the I ndenture, and the Issuers are required after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers propose to take with respect thereto.

16.GUARANTEES.  Payment of principal, premium, if any, and interest on the Notes, is unconditionally guaranteed, jointly and severally, by the Guarantors.

17.SECURITY.  The obligations of the Issuers and the Guarantors under the Notes and the Guarantees are secured by liens on the Collateral pursuant to the terms of the Collateral Agreements.  The actions of the Trustee, the Collateral Agent and the Holders secured by such liens and the application of proceeds from the enforcement of any remedies with respect to such Collateral are limited pursuant to the terms of the Collateral Agreements.

18.AUTHENTICATION.  This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or an authenticating agent.

19.TRUSTEE DEALINGS WITH COMPANY.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it shall eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.

20.GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21.ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22.CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

23.HOLDERS’ COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.  Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration

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Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Issuers to the extent provided therein.

24.NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.  No past, future or present director, officer, employee, partner, manager, agent, member (or Person forming any limited liability company), incorporator or stockholder of any Issuer, as such, shall have any liability for any obligations of any Issuer or Guarantor under any of the Indenture Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note and Guarantee waives and releases all such li ability. The waiver and release are part of the consideration for issuance of the Notes and Guarantee. The waiver may not be effective to waive liabilities under the federal securities laws.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Collateral Agreements.  Requests may be made to the Issuers at the following address:

Global Aviation Holdings Inc.

101 World Drive

Peachtree, Georgia 30269

Attention:  General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’ legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date: ________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: ________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10, 4.11, 4.15 or 4.24 of the Indenture, check the appropriate box below:

o Section 4.10 o Section 4.11 o Section 4.15 o Section 4.24

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10, 4.11, 4.15 or 4.24 of the Indenture, state the amount you elect to have purchased:

$                                     

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*: ______________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-13

SCHEDULE OF EXCHANGES OF INTERESTS IN THE [REGULATION S TEMPORARY] GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                 .  The following exchanges of a part of this [Regulation S Temporary] Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this [Regulation S Temporary] Global Note, have been made:

Date of Exchange Amount of
Decrease in
Principal Amount Amount of
Increase in
Principal Amount
of this Global Note Principal Amount
of this Global Note
Following Such
Decrease or
Increase Signature of
Authorized
Signatory of
Trustee or Note
Custodian

*This schedule should be included only if the Note is issued in global form.

A-14

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Global Aviation Holdings Inc.
101 World Drive
Peachtree, Georgia 30269

Attention:  General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No: (877) 872-4605
Fax No.:  (866) 969-1290
Email: DAPSReorg@wellsfargo.com

Re:  14% Senior Secured First Lien Notes due 2013

Reference is hereby made to the Indenture, dated as of August 13, 2009 (the “Indenture”), among Global Aviation Holdings Inc., North American Airlines, Inc., World Airways, Inc., the Guarantors, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                        (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                      in such Note[s] or interests (the “Transfer”), to                                      (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the benefici al interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S.  The Transfer is being effected pursuant to and in

B-1

accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of th e United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c)o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the r equirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to

B-2

the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)o CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)o CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the pr oposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order t o maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

< td width="50%" colspan="3" valign="top" style="padding:0in 0in 0in 0in;width:50.0%;">

		[Insert Name of Transferor]
		By:
			Name:
	Title:
Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

5.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)o a beneficial interest in the:

(i)o 144A Global Note (CUSIP), or

(ii)o Regulation S Global Note (CUSIP), or

(iii)o IAI Global Note (CUSIP); or

(b)o a Restricted Definitive Note.

6.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)o a beneficial interest in the:

(i)o 144A Global Note (CUSIP), or

(ii)o Regulation S Global Note (CUSIP), or

(iii)o IAI Global Note (CUSIP), or

(iv)o Unrestricted Global Note (CUSIP); or

(b)o a Restricted Definitive Note; or

(c)o an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Global Aviation Holdings Inc.
101 World Drive
Peachtree, Georgia 30269

Attention:  General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No: (877) 872-4605
Fax No.:  (866) 969-1290
Email: DAPSReorg@wellsfargo.com

Re:  14% Senior Secured First Lien Notes due 2013

Reference is hereby made to the Indenture, dated as of August 13, 2009 (the “Indenture”), among Global Aviation Holdings Inc., North American Airlines, Inc., World Airways, Inc., the Guarantors, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                   (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                            in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1)             EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a)             o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b)            o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange

C-1

has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c)             o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain complian ce with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d)            o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv)  ;the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2)             EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a)             o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b)            o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note o Regulation S Global Note o IAI Global Note, with an equal principal amount, the Owner hereby certifies (i) the benefic ial interest is being acquired for the Owner’s own account without transfer and (ii) 

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such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

< td width="50%" colspan="3" valign="top" style="padding:0in 0in 0in 0in;width:50.0%;">

		[Insert Name of Transferor]
		By:
			Name:
	Title:
Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Global Aviation Holdings Inc.
101 World Drive
Peachtree, Georgia 30269

Attention:  General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No: (877) 872-4605
Fax No.:  (866) 969-1290
Email: DAPSReorg@wellsfargo.com

Re:  14% Senior Secured First Lien Notes due 2013

Reference is hereby made to the Indenture, dated as of August 13, 2009 (the “Indenture”), among Global Aviation Holdings Inc., North American Airlines, Inc., World Airways, Inc., the Guarantors, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                  aggregate principal amount of:

(a)            o            a beneficial interest in a Global Note, or

(b)            o            a Restricted Definitive Note,

we confirm that:

1.              We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.              We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should offer, sell or otherwise transfer the Notes or any interest therein, we will do so only (A) to the Issuers or any subsidiary thereof, (B) for so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer t o which notice is given that the transfer is being made in reliance on Rule 144A under the Securities Act, (C) pursuant to offers and sales to non-U.S. purchasers that occur outside the United States within the meaning of Regulation S under the Securities Act, (D) to an institutional “accredited investor” (as defined below) that is acquiring the Notes for its own account, or for the account of such an institutional accredited investor, for the investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the

D-1

Securities Act, (E) pursuant to a registration statement which has been declared effective under the Securities Act or (F) pursuant to another available exemption from the registration requirements of the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (D) or (F) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.              We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.              We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.              We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

D-2

EX-10.17

Exhibit 10.17

EXECUTION COPY

FIRST-LIEN SECURITY AGREEMENT

made by

GLOBAL AVIATION HOLDINGS INC.,

NORTH AMERICAN AIRLINES, INC.,

WORLD AIRWAYS, INC.

and

THE OTHER GRANTORS IDENTIFIED HEREIN

in favor of

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent

Dated as of August 13, 2009

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINED TERMS	1
1.1.	Definitions	1
1.2.	Other Definitional Provisions	6
SECTION 2.	GRANT OF SECURITY INTEREST	6
SECTION 3.	REPRESENTATIONS AND WARRANTIES	8
3.1.	Title; No Other Liens	8
3.2.	Perfected Liens	9
3.3.	Jurisdiction of Organization	9
3.4.	Inventory and Equipment	10
3.5.	Farm Products	10
3.6.	Investment Property	10
3.7.	Receivables	10
3.8.	Intellectual Property	10
3.9.	Commercial Tort Claims	11
3.10.	Deposit Accounts, Etc.	11
SECTION 4.	COVENANTS	11
4.1.	Delivery of Instruments, Certificated Securities and Chattel Paper	11
4.2.	Maintenance of Insurance	11
4.3.	Maintenance of Perfected Security Interest; Further Documentation	11
4.4.	Changes in Locations, Name, etc.	12
4.5.	Notices	12
4.6.	Investment Property	12
4.7.	Receivables	13
4.8.	Intellectual Property	14
4.9.	Commercial Tort Claims	16
4.10.	Deposit Accounts	16
4.11.	Overriding Provisions with respect to Collateral	16
SECTION 5.	REMEDIAL PROVISIONS	17
5.1.	Certain Matters Relating to Receivables	17
5.2.	Communications with Obligors; Grantors Remain Liable	17
5.3.	Pledged Equity	18
5.4.	Proceeds to be Turned Over to Collateral Agent	19
5.5.	Application of Proceeds	19
5.6.	Code and Other Remedies	20
5.7.	Registration Rights	21
5.8.	D eficiency	22
5.9.	Notice of Sole Control	22
SECTION 6.	THE COLLATERAL AGENT	22

i

6.1.	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	22
6.2.	Duty of Collateral Agent	24
6.3.	Execution of Financing Statements	24
6.4.	Authority of Collateral Agent	25
SECTION 7.	MISCE LLANEOUS	25
7.1.	Amendments in Writing	25
7.2.	Notices	25
7.3.	No Waiver by Course of Conduct; Cumulative Remedies	25
7.4.	Enforcement Expenses; Indemnification. (a)	25
7.5.	Successors and Assigns	26
7.6.	Counterparts	26
7.7.	Severability	26
7.8.	Section Headings	26
7.9.	Integration	26
7.10.	GOVERNING LAW	26
7.11.	Submission To Jurisdiction; Waivers	26
7.12.	Acknowledgments	27
7.13.	Additional Gran tors	27
7.14.	Releases	27
7.15.	WAIVER OF JURY TRIAL	28

SCHEDULES
Schedule 1	Investment Property
Schedule 2	Perfection Matters
Schedule 3	Jurisdictions of Organization
Schedule 4	Inventory and Equipment Locations
Schedule 5	Int ellectual Property
Schedule 6	Commercial Tort Claims
Schedule 7	Deposit Accounts

Acknowledgment and Consent

ii

FIRST-LIEN SECURITY AGREEMENT, dated as of August 13, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association, as collateral agent for the Secured Parties (as defined below).

W I T N E S S E T H:

WHEREAS, Global Aviation Holdings Inc., a Delaware corporation (“Parent”), North American Airlines, Inc., a Delaware corporation (“NAA”), World Airways, Inc., a Delaware corporation (“WAI” and, together with Parent and NAA, each an “Notes Issuer” and, collectively, the “Notes Issuers”), the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors and assigns in such capacity, the “Trustee”) and collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”), have entered into an Indenture, dated as of August 13, 2009 (as amended, supplemented or otherwise modified from time to time, the “I ndenture”), and in connection therewith, the Notes Issuers are issuing and the Guarantors are guaranteeing $175,000,000 aggregate principal amount of 14% Senior Secured First Lien Notes due 2013 (together with all notes issued in exchange or replacement therefor as provided in the Indenture, the “Notes”);

WHEREAS, in order to induce the initial purchaser of the Notes to purchase the Notes, the Grantors have agreed to grant a continuing security interest in and to the Collateral (as hereinafter defined) in order to secure the prompt and complete payment, observance and performance of, among other things, their respective Obligations (as hereinafter defined);

WHEREAS, each Grantor will obtain benefits from the issuance of the Notes under the Indenture and, accordingly, desires to execute this Agreement; and

WHEREAS, the Collateral Agent has agreed to act as agent for the benefit of the Secured Parties (as hereinafter defined) in connection with the transactions contemplated by the Indenture and this Agreement;

NOW, THEREFORE, in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.           DEFINED TERMS

1.1.          Definitions.  (a)  Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture, and the following terms are used herein as defined in the New York UCC:  Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Intermediary, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Letter of Credit Rights, Securities Account, Securities Intermediary and Supporting Obligations.

(b)           The following terms shall have the following meanings:

“Agreement”:  this First-Lien Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ATA Collateral”:  as defined in the Intercreditor Agreement.

“Collateral”:  as defined in Section 2.

“Collateral Account”:  any collateral account established by the Collateral Agent as provided in Section 5.1 or 5.4.

“Collateral Deposit Account”:  any Deposit Account other than an Excluded Account.

“Copyrights”:  (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses”:  any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Deposit Account”:  as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time savings, passbook or like account maintained with a depositary institution.

“Deposit Account Control Agreement”:  an agreement in form and substance reasonably satisfactory to the Collateral Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Collateral Agent with respect to collection and control of all deposits and balances held in a Collateral Deposit Account maintained by any Grantor with such banking institution.

“Discharge of Second-Lien Obligations”:  as defined in the Intercreditor Agreement.

“Domestic Subsidiary”:  any Subsidiary of Parent other than a Foreign Subsidiary.

“Excluded Accounts”:  (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments and any Deposit Account, Securities Account or Commodity Account with an average annual balance of less than $1,000,000, or that is exclusively used to hold Excluded Cash, (ii) Trust Tax Accounts, and (iii) Lessor Maintenance Reserve Accounts.

“Excluded Cash”:  cash and Cash Equivalents pledged or deposited in accordance with clause (iv), (v), (xiii), (xv), (xvii), (xviii), (xx), (xxi) or (xxii) of the definition of Permitted Liens in the Indenture.

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“Excluded Property”:  as defined in Section 2.

“FAA Act”:  the collective reference to the U.S. Transportation Code (currently codified at Subtitle VII of Title 49 of the U.S. Code) as amended, supplemented, or otherwise modified from time to time, and all FARs and other rules, regulations, directives and orders issued or promulgated from time to time thereunder.

“FAA Collateral”:  Collateral as to which filing of a security interest requires compliance with filing requirements of the FAA Act.

“FARs”:  the FAA Regulations as in effect from time to time under Title 14 of the U.S. Code of Federal Regulations, including, without limitation, the Special Federal Aviation Regulations (as applicable), as amended, supplemented or otherwise modified from time to time.

“Foreign Subsidiary”: any Subsidiary of Parent that is a “controlled foreign corporation,” within the meaning of section 957 of the U.S. Tax Code.

“Foreign Subsidiary Voting Stock”:  the voting Equity Interests of any Foreign Subsidiary and of any Domestic Subsidiary substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries.

“Governmental Authority” shall mean any federal, state, local and other governmental authority, governmental or regulatory agency, body, court, arbitrator or self-regulatory organization, domestic or foreign.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note”:  any promissory note evidencing loans made by any Grantor to Parent or any of its Subsidiaries.

“Intercreditor Agreement”:  means the Intercreditor Agreement among the Notes Issuers, the Guarantors, the Collateral Agent and the Second Lien Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms of this Indenture.

“Investment Property”:  the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock) and (ii) whether or not constituting “investment property” as so defined, all Pledged Debt and all Pledged Equity.

“Indenture Documents”:  means, collectively, the Indenture, the Notes, this Agreement and each other agreement, document or instrument to which the Trustee is or may

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become a party in its capacity as Trustee, Collateral Agent, Paying Agent or Registrar, as each may be amended, supplement or otherwise modified from time to time.

“Issuers”:  the collective reference to each issuer of any Investment Property.

“Material Adverse Effect” means a material adverse effect on (A) the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, (B) the performance of the Indenture Documents in all material respects by the Grantors and (C) the consummation, in all material respects, of the transactions contemplated by the Indenture Documents.

“New York UCC”:  the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”:  the collective reference to the unpaid principal of and interest and premium on the Notes and all other monetary obligations and liabilities of the Grantors (including, without limitation, interest accruing at the then applicable rate provided in the Indenture Documents after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any of the Grantors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or pursuant to, the Indenture Documents or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, re imbursement obligations, premium, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Grantors pursuant to the terms of any of the foregoing agreements) and all guaranties of the foregoing amounts.

“Parent”:  as defined in the preamble.

“Patents”:  (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”:  all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5.

“Pledged Debt”:  all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor, including all such promissory notes issued to Global Aviation Ventures SPV LLC under the Existing Credit Agreement (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

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“Pledged Equity”:  the Equity Interests listed on Schedule 1, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the issued and outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary or of any Domestic Subsidiary substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries be required to be pledged hereunder.

“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable”:  any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Second-Lien Collateral Agent”:  as defined in the Intercreditor Agreement.

“Second-Lien Documents”:  as defined in the Intercreditor Agreement.

“Second-Lien Obligations”:  as defined in the Intercreditor Agreement.

“Second-Lien Obligations Termination Date”:  that date upon which the Discharge of Second-Lien Obligations shall have occurred.

“Secured Parties”:  the collective reference to the Trustee, the Collateral Agent and the Holders.

“Securities Act”:  the Securities Act of 1933, as amended.

“Third-Lien Creditors”:  as defined in the Intercreditor Agreement.

“Third-Lien Obligations”:  as defined in the Intercreditor Agreement.

“Trademarks”:  (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof.

“Trademark License”:  any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

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1.2.          Other Definitional Provisions.  (a)  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)           Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2.           GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest other than Excluded Property (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a)           all Accounts;

(b)           all Chattel Paper;

(c)           all Deposit Accounts, Securities Accounts and Commodity Accounts;

(d)           all Documents;

(e)           all Equipment;

(f)            all Fixtures;

(g)           all General Intangibles;

(h)           all Instruments;

(i)            all Intellectual Property;

(j)            all Inventory;

(k)           all Investment Property;

(l)            all Letter of Credit Rights;

(m)          all Commercial Tort Claims with respect to the matters described on Schedule 6, as well as all Commercial Tort Claims provided for in Section 4.9;

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(n)           all other personal property not otherwise described above;

(o)           all ATA Collateral;

(p)           all books and records pertaining to the Collateral; and

(q)           to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Section 2, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any of the following (the “Excluded Property”):  (i) any property to the extent that such grant of a security interest is prohibited by any applicable law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such law or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Parent and its Subsidiaries to terminate (or materially modify) or requires any consent not obta ined under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or to a Lien on such property permitted to be incurred pursuant to the Indenture Documents or, in the case of any Investment Property, Pledged Equity or Pledged Debt, any applicable shareholder or similar agreement, except to the extent that such law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under applicable law, (ii) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Indenture Documents if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital o r finance lease obligation) prohibits the creation of any other Lien on such property, (iii) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership of any Grantor to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument), (iv) Excluded Accounts, (v) the Equity Interests of any joint venture in respect of which Parent or any of its Subsidiaries holds Equity Interests if (and only so long as), in any case, the grant of any such security interest is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Parent and its Subsidiaries to terminate (or materially modify) or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such prope rty or any applicable shareholder, joint venture or similar agreement, (vi) FAA Collateral to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument), and (vii) Excluded Cash; provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to above and such Proceeds shall not constitute “Excluded Property” (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to above).  If an Event of Default shall have occurred and be continuing, each Grantor shall, if requested to do so by the Collateral Agent, use

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commercially reasonable efforts to obtain any required consent that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material.

In addition, any Collateral consisting of Equity Interests or other securities of a Subsidiary shall be deemed to constitute Excluded Property to the extent that the pledge of such Equity Interests or other securities results in Parent being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence.  In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary of Parent due to the fact that the Subsidiary’s Equity Interests or other securities secure any Obligations under the Indenture Documents, then the Equity Interests or other securities of such Subsidiary will automatically be deemed Excluded Property, but only to the extent securing such Obligations and necessary to not be subject to such requirement and only for so long as is required to not be subject to such requirement.  In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in the shares of Equity Interests or other securities that are so deemed to constitute Excluded Property.  In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations under the Indenture Documents in exce ss of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to no longer constitute Excluded Property but only to the extent necessary to not be subject to any such financial statement requirement.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE COLLATERAL AGENT AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.  IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.

SECTION 3.           REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

3.1.          Title; No Other Liens.  Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture Documents, such Grantor owns

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each item of the Collateral free and clear of any and all Liens.  No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Indenture Documents or as to which documentation to terminate the same shall have been delivered to the Collateral Agent.  For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor.  For purposes of this Agreement and the other Indenture Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property.  Each of the Collateral Agent and eac h other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

3.2.          Perfected Liens.  Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 2 (x) will constitute valid perfected security interests in all of the Collateral (other than Intellectual Property) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filing, recording or registration in the United States pursuant to the New York UCC, ( y) will constitute valid perfected security interests in all of the Collateral consisting of Intellectual Property in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filings to be made in the United States Patent and Trademark Office and the United States Copyright Office, and (z) will constitute valid perfected security interests in each Collateral Deposit Account in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof upon the Collateral Agent obtaining “control” of such Collateral Deposit Account for purposes of the New York UCC, to the extent a se curity interest therein may be perfected by obtaining “control” pursuant to the New York UCC, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Indenture Documents which have priority over the Liens on the Collateral by operation of law (including the priority rules under the New York UCC) or which, in the case of Collateral consisting of Pledged Equity and Pledged Debt, are nonconsensual Liens permitted pursuant to the Indenture Documents to be prior to the security interests granted pursuant to this Agreement or which, in the case of Collateral other than Pledged Equity and Pledged Debt, are permitted pursuant to the Indenture Documents to be prior to the security interests granted pursuant to this Agreement.

3.3.          Jurisdiction of Organization.  On the date hereof, such Grantor’s jurisdiction of organization and identification number from the jurisdiction of organization (if any) are specified on Schedule 3.  Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

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3.4.          Inventory and Equipment.  On the date hereof, the Inventory and the Equipment of each Grantor (other than aircraft and Inventory and Equipment on any aircraft) are kept at the locations listed on Schedule 4.  The provisions of this Section 3.4 shall not apply to Equipment or Inventory in transit, that has been sold (including sales on consignment or approval in the ordinary course of business), that is out for repair, that is at other locations for purposes of onsite maintenance or repair, or that is at airports to permit onsite maintenance or repair of aircraft or aircraft engines, or to Equipment and Inventory at locations with less than $2,000,000 in aggregate value.

3.5.          Farm Products.  None of the Collateral constitutes, or is the Proceeds of, Farm Products.

3.6.          Investment Property.  (a)  On the date hereof, the shares of Pledged Equity pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Subsidiary owned by such Grantor or, in the case of Subsidiaries that are Foreign Subsidiaries or Domestic Subsidiaries substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries, the shares of such Issuers pledged by such Grantor constitute 65% of the outstanding Foreign Subsidiary Voting Stock of each such Issuer (or, if such Grantor owns less than 65% of the outstanding Foreign Subsidiary Voting Stock of any such Issuer, constitute all the Foreign Subsidiary Voting Stock of such Issuer owned by such Grantor).

(b)           All the shares of the Pledged Equity as to which Parent or a Subsidiary of Parent is the Issuer have been duly and validly issued and are fully paid and nonassessable.

(c)           To the best of such Grantor’s knowledge, each of the Pledged Debt constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)           Such Grantor is the beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of any other Person, except the security interest created by this Agreement, by the Second-Lien Documents, any security interest securing any Third-Lien Obligations or nonconsensual Liens permitted pursuant to the Indenture Documents.

3.7.          Receivables.  No amount payable to such Grantor under or in connection with any Receivable of an amount greater than $2,000,000 is evidenced by any Instrument or Chattel Paper which has not been delivered to the Collateral Agent.

3.8.          Intellectual Property.  Schedule 5 lists all Intellectual Property that is registered in the United States or for which application for registration in the United States has been filed and that is material to the operation of the business of Parent and its Subsidiaries taken as a whole owned by such Grantor in its own name on the date hereof.  Such Intellectual Property is valid and enforceable, the use thereof does not infringe, misappropriate or otherwise

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violate the Intellectual Property rights of any third party and, to the knowledge of such Grantor, as of the date hereof, no third party has or is infringing, misappropriating or otherwise violating Grantor’s rights in and to such Intellectual Property, except to the extent that the invalidity or unenforceability of such Intellectual Property or such infringement, misappropriation or violation could not reasonably be expected to have a Material Adverse Effect.

3.9.          Commercial Tort Claims.  On the date hereof, except to the extent listed in Section 2 above, no Grantor has knowledge of rights in any Commercial Tort Claim as to which it reasonably expects to recover more than $2,000,000.

3.10.        Deposit Accounts, Etc.  All of such Grantor’s Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) as of the date hereof are listed on Schedule 7.

SECTION 4.           COVENANTS

Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full:

4.1.          Delivery of Instruments, Certificated Securities and Chattel Paper.  (a)  If (i) any amount in excess of $2,000,000 owed by Parent or any of its Subsidiaries to any Grantor or (ii) any other amount in excess of $2,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall, subject to the terms of the Intercreditor Agreement, be delivered as soon as reasonably practicable to the Collateral Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

(b)           Any Pledged Debt required to be subordinated pursuant to the Indenture Documents shall, in each case, be fully subordinated to the payment in full of the Obligations.

4.2.          Maintenance of Insurance.  (a)  Such Grantor will maintain the insurance required by the Indenture Documents.

(b)           All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days or, in the case of insurance existing as of the date hereof, at least 10 days after receipt by the Collateral Agent of written notice thereof and (ii) name the Collateral Agent as insured party or loss payee (as applicable).

4.3.          Maintenance of Perfected Security Interest; Further Documentation.  (a)  Such Grantor shall take all actions as may be reasonably necessary to maintain the security interest created by this Agreement as a security interest having at least the perfection and priority described in Section 3.2 and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to, nonconsensual Liens permitted by the Indenture Documents and, in the case of Collateral

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other than Pledged Equity and Pledged Debt, Liens permitted by the Indenture Documents and to the rights of such Grantor under the Indenture Documents to dispose of the Collateral.

(b)           Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c)           At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property not issued by Parent or its Subsidiaries, Deposit Accounts, Securities Accounts, Commodity Accounts, Letter of Credit Rig hts and any other relevant Collateral, using commercially reasonable efforts to take, at any time after the occurrence and during the continuation of an Event of Default, any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

4.4.          Changes in Locations, Name, etc.  Such Grantor will not, except upon 10 days’ prior written notice to the Collateral Agent (or such shorter notice as shall be reasonably satisfactory to the Collateral Agent) and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its jurisdiction of organization from that referred to in Section 3.3 or (ii) change its name.

4.5.          Notices.  Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of:

(a)           any Lien (other than security interests created hereby or Liens permitted under the Indenture Documents) on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and

(b)           the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the security interests created hereby.

4.6.          Investment Property.  (a)  If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Subsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties,

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hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent, in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations.  If an Event of Default shall have occurred and be continuing, and any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursu ant to the reorganization thereof, such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Collateral Agent, use commercially reasonable efforts to cause it to be subject to a perfected security interest in favor of the Collateral Agent to the extent and in the manner required pursuant to Section 4.3.  If any such property so distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such property is delivered to the Collateral Agent, hold such property in trust for the Collateral Agent and the other Secured Parties as additional collateral security for the Obligations.

(b)           Without the prior written consent of the Collateral Agent, such consent not to be unreasonably withheld, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Indenture Documents), (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or permitted under the Indenture Documents or (iii) except as permitted by the Indenture Documents, enter, subsequent to the date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the I ndenture Documents) or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof.

(c)           In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property required to be included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.6(a) with respect to such Investment Property issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Sections 5.3(c) and 5.7 with respect to such Investment Property issued by it.

(d)           No Grantor shall permit any security interest in certificated Pledged Equity of any Issuer that is not a Subsidiary to be perfected by possession in favor of a Person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, the Second-Lien Collateral Agent and any agent for the Third-Lien Creditors.

4.7.          Receivables.  (a)  Other than in the ordinary course of business, such Grantor will not (i) grant any extension of the time of payment of any Receivable required to be

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included in Collateral, (ii) compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral in any manner that could adversely affect the value thereof.

(b)           Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 20% of the aggregate amount of the then-outstanding Receivables.

(c)           Notwithstanding anything herein or in any other Indenture Document to the contrary, such Grantor shall not be required to comply with the requirements of the Federal Assignment of Claims Act of 1940 unless reasonably requested to do so by the Collateral Agent upon the occurrence and during the continuation of an Event of Default.

4.8.          Intellectual Property.  (a)  Such Grantor (either itself or through licensees) will (i) continue to use each Trademark that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark which is confusingly similar or a colora ble imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any material respect.

(b)           Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become forfeited, abandoned or dedicated to the public.

(c)           Such Grantor (either itself or through licensees) (i) will employ each Copyright that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any portion of the Copyrights that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become invalidated or otherwise impaired.  Such Grantor will not (either itself or through licensees) do any act whereby any portion of the Copyrights that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may fall into the public domain.

(d)           Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property that is material to the operation of the business of

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Parent and its Restricted Subsidiaries taken as a whole to infringe the intellectual property rights of any other Person.

(e)           Such Grantor will notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any such Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(f)            In the event such Grantor, either by itself or through any agent, employee, licensee or designee, shall in any fiscal year file an application for the registration of any Intellectual Property that is material to the operation of Parent and its Restricted Subsidiaries taken as a whole with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Collateral Agent at the time of delivery of annual financial statements with respect to such fiscal year pursuant to the Indenture Documents.  Such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as may be reasonably necessary to evidence the Collateral Age nt’s and the other Secured Parties’ security interest in any such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(g)           Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h)           In the event that any Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

(i)            Notwithstanding anything to the contrary in this Agreement, subject to the provisions of the Indenture Documents, nothing shall prevent any Grantor in the ordinary course of business from abandoning, ceasing to use or otherwise impairing or disposing of any Intellectual Property if such Grantor reasonably believes that doing so is in its business interests. 

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For the avoidance of doubt, nothing in this Section 4.8 shall prohibit a sale, transfer or disposition of any Intellectual Property made in accordance with the provisions of the Indenture Documents.

(j)            No Grantor shall, and the Grantors in the aggregate shall not, make filings in the United States Copyright Office or the United States Trademark Office to perfect any security interest in all or substantially all of the Copyright Licenses held by the Grantors in the aggregate or all or substantially all of the Trademark Licenses held by the Grantors in the aggregate (other than to perfect the security interest in such Copyright Licenses and Trademark Licenses securing the Obligations, the Second-Lien Obligations and any Third-Lien Obligations).

(k)           Upon and during the continuance of an Event of Default, each Grantor shall use all commercially reasonable efforts to obtain all requisite consents or approvals under each Copyright License, Patent License and Trademark License reasonably requested by the Collateral Agent to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

4.9.          Commercial Tort Claims.  If such Grantor shall obtain an interest in any Commercial Tort Claim as to which it determines that it reasonably expects to recover more than $2,000,000, such Grantor shall within 30 days of making such determination (or such other period reasonably satisfactory to the Collateral Agent) sign and deliver documentation reasonably acceptable to the Collateral Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

4.10.        Deposit Accounts.  (a)  Each Grantor shall execute and deliver to the Collateral Agent Deposit Account Control Agreements for each Collateral Deposit Account identified on Schedule 7 within 60 days after the Closing Date, or such longer period as is reasonably acceptable to the Collateral Agent.

(b)           Before opening or replacing any Collateral Deposit Account, each Grantor shall give five Business Days’ prior notice to the Collateral Agent (or such other period reasonably satisfactory to the Collateral Agent) and shall cause each bank or financial institution in which it seeks to open a Collateral Deposit Account, to enter into a Deposit Account Control Agreement with the Collateral Agent in order to give the Collateral Agent control of such Deposit Account.

4.11.        Overriding Provisions with respect to Collateral.  Notwithstanding anything to the contrary contained above in this Section 4 or elsewhere in this Agreement or any other Indenture Document, to the extent the provisions of this Agreement (or any other Indenture Document) require the delivery or endorsement of, or control over, the ATA Collateral to be granted to the Collateral Agent at any time prior to the Second-Lien Obligations Termination Date, then delivery or endorsement of the ATA Collateral (or control with respect thereto) shall instead be granted to the Second-Lien Collateral Agent, to be held in accordance with the Intercreditor Agreement.  Furthermore, at all times prior to the Second-Lien Obligations Termination Date and in accordance with the terms of the In tercreditor Agreement, the Collateral Agent is authorized by the parties hereto to effect transfers of the ATA Collateral at any time in

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its possession (and any “control” or similar agreements with respect to the ATA Collateral) to the Second-Lien Collateral Agent.  Any such endorsement or delivery of, or granting of control with respect to, the ATA Collateral to the Second-Lien Collateral Agent shall be deemed an endorsement, delivery or granting of control to the Collateral Agent for all purposes hereunder.  If any Grantor shall pledge any assets or undertake any actions to perfect or protect any Liens on any assets pledged in connection with the Indenture Documents, such Grantor may simultaneously pledge such assets or undertake such actions with respect to such assets as necessary to comply with the provisions set forth in the Intercreditor Agreement, without further request or consent by the Secured Parties. Any provision of any Indenture Document to the contrary notwithstanding, no Grantor shall be required to act or re frain from acting in a manner that is inconsistent with the terms and provisions of the Intercreditor Agreement.

SECTION 5.           REMEDIAL PROVISIONS

5.1.          Certain Matters Relating to Receivables.  (a)  Subject to the terms of the Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables required to be included in Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default.  Subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Granto r to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the other Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b)           If an Event of Default has occurred and is continuing, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts.

5.2.          Communications with Obligors; Grantors Remain Liable.  (a)  The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing, communicate with obligors under the Receivables required to be included in Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any such Receivables.

(b)           Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables required to be included in Collateral that such Receivables have been assigned to the

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Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.

(c)           Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables required to be included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3.          Pledged Equity.  (a)  Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends (other than dividends payable in Equity Interests) paid in respect of the Pledged Equity and all payments made in respect of the Pledged Debt, in each case to the extent permitted in the Indenture Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materiall y and adversely affect the rights inuring to a holder of the Investment Property or the rights and remedies of the Collateral Agent or the other Secured Parties under any Indenture Document or the ability of the Collateral Agent or the other Secured Parties to exercise the same.

(b)           Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments (including sums paid upon the liquidation or dissolution of any Issuer or in connection with any distribution of capital) or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in accordance with the provisions of this Agreement and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and

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all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.  If any sums of money paid or distributed in respect of Investment Property, which the Collateral Agent shall be entitled to receive pursuant to clause (i) above, shall be received by a Grantor, such Grantor shall, until such money is paid to the Collateral Agent, hold such money in trust for the Collateral Agent and the other Secured Parties as additional collateral for the Obligations.

(c)           Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

5.4.          Proceeds to be Turned Over to Collateral Agent.  Subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and, if requested by the Collateral Agent, shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required).  All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and c ontrol.  All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5.

5.5.          Application of Proceeds.

(a)           Subject to the terms of the Intercreditor Agreement, at such intervals as may be agreed upon by Parent and the Collateral Agent, or, if an Event of Default has occurred and is continuing, at any time at the Collateral Agent’s election, the Collateral Agent shall apply all or any part of Proceeds from the Collateral (other than the ATA Collateral), whether or not held in any Collateral Account, as follows:

First, to pay Obligations in respect of incurred and unpaid fees and expenses of the Collateral Agent and the Trustee under the Indenture Documents;

Second, towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties;

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Third, towards payment of any remaining Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties;

Fourth, if the Second-Lien Obligations Termination Date has not theretofore occurred, towards the payment of any remaining Second-Lien Obligations in accordance with the Intercreditor Agreement; and

Fifth, any balance remaining after the Obligations and the Second-Lien Obligations shall have been paid in full shall be paid over to the Notes Issuers or to whomsoever may be lawfully entitled to receive the same.

(b)           Subject to the terms of the Intercreditor Agreement, at such intervals as may be agreed upon by Parent and the Collateral Agent, or, if an Event of Default has occurred and is continuing, at any time at the Collateral Agent’s election, the Collateral Agent shall apply all or any part of Proceeds from the ATA Collateral, whether or not held in any Collateral Account, as follows:

First, in accordance with Section 4.1 of the Intercreditor Agreement, to the Second-Lien Collateral Agent for application to Second-Lien Obligations until same have been repaid in full; and

Second, as otherwise provided in Section 5.5(a) hereof.

5.6.          Code and Other Remedies.  Subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law r eferred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or an y part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the Collateral Agent’s request following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent

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shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 5.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Ag ent account for the surplus, if any, to any Grantor.  To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

5.7.          Registration Rights.  (a)  Subject to the terms of the Intercreditor Agreement, if the Collateral Agent shall determine to exercise its rights to sell all or any of the Pledged Equity pursuant to Section 5.6, and if, in the opinion of the Collateral Agent, it is necessary or advisable to have the Pledged Equity, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Equity, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto.  Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b)           Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collatera l Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

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(c)           Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 5.7 valid and binding and in compliance with any and all other applicable law.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.7 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives, to the fullest extent permitted by applicable law, and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Indenture.

5.8.          Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

5.9.          Notice of Sole Control.  Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice of sole control or any other instruction under any Deposit Account Control Agreement with respect to any Collateral Deposit Account or and other control agreement with any Securities Intermediary with respect to any Securities Account or with any Commodity Intermediary with respect to any Commodity Account and take any action therein with respect to such Collateral, and the Collateral Agent agrees not to give any such notice or instruction unless there is an occurrence and continuance of an Event of Default.  The Collateral Agent agrees to withdraw any such notice of sole control as soon a s practicable upon any such Event of Default ceasing to exist (or, if any such notice of sole control may not be withdrawn, to terminate the applicable control agreement and enter into a new control agreement on the same terms).

SECTION 6.           THE COLLATERAL AGENT

6.1.          Collateral Agent’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, withou t notice to or assent by such Grantor, to do any or all of the following:

(i)            in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable required to be included in Collateral hereunder or with respect to any other Collateral and file any claim or take

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any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any such Receivable or with respect to any other Collateral whenever payable;

(ii)           in the case of any Intellectual Property required to be included in Collateral hereunder, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as may be necessary or as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)          pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)          execute, in connection with any sale provided for in Sections 5.6 or 5.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v)           (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may reasonably deem appropriate; (7) subject to any licenses (and the rights granted therein) existing at the time of such assignment, assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Age nt’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

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Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b)           If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)           The reasonable out-of-pocket expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.  This Section 6.1(c) shall survive repayment of the Obligations and all other amounts payable under the Indenture and the other Indenture Documents.

(d)           Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.2.          Duty of Collateral Agent.  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.  Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collatera l or any part thereof.  The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.  The Grantors and each Secured Party, by acceptance of the benefits hereof, agrees that references to the Trustee in Sections 7.01(b), (e) and (f), 7.02, 7.03, 7.04, 7.07 and 7.08 of the Indenture shall be understood to include the Collateral Agent when acting under this Agreement and the othe r Collateral Agreements, and that said Sections are hereby incorporated herein in their entirety, mutatis mutandis.

6.3.          Execution of Financing Statements.  Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement.  Each Grantor

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authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements.  Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof; provided that, at the reasonable request of any Grantor, the Collateral Agent shall amend any such statement (and any other financing statement filed by the Collateral Agent in connection with this Agreement) to exclude any property that is released from, or otherwise not included in, the Collateral.  The Collateral Agent agrees promptly to furnish copies of all such filings to Parent.

6.4.          Authority of Collateral Agent.  Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7.           MISCELLANEOUS

7.1.          Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Sections 9.01 or 9.02 of the Indenture.

7.2.          Notices.  All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 12.02 of the Indenture.

7.3.          No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Agent or any oth er Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4.          Enforcement Expenses; Indemnification.         (a)  Each Grantor jointly and severally agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all

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stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(b)           The agreements in this Section 7.4 shall survive repayment of the Obligations and all other amounts payable under the Indenture and the other Indenture Documents.

7.5.          Successors and Assigns.  This Agreement shall be binding upon the permitted successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their permitted successors and assigns; provided that no Grantor may, except pursuant to a merger or consolidation permitted by the Indenture Documents, assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

7.6.          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

7.7.          Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.8.          Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9.          Integration.  This Agreement, together with the other Indenture Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

7.10.        GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

7.11.        Submission To Jurisdiction; Waivers.  (a)  Any legal action or proceeding arising under any Indenture Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Indenture Document, or the transactions related thereto, in each case whether now existing or hereafter arising, may be brought in the courts of the State of New York sitting in New York County or of the United States for the Southern District of such State, and by execution and delivery of this Agreement, each Grantor and the Collateral Agent consents, for itself and in respect of its property, to the

26

non-exclusive jurisdiction of those courts.  Each Grantor and the Collateral Agent irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such courts in respect of any Indenture Document or other document related thereto.

(b)           Each Grantor hereby irrevocably and unconditionally:

(i)            agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(ii)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(iii)          waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

7.12.        Acknowledgments.  Each Grantor hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Indenture Documents to which it is a party;

(b)           neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Indenture Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)           no joint venture is created hereby or by the other Indenture Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

7.13.        Additional Grantors.  Each Subsidiary of Parent that is required to become a party to this Agreement pursuant to the Indenture Documents shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Joinder Agreement.

7.14.        Releases.  (a)  At such time as the Notes and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to

27

the Grantors.  At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.  In addition, if a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture shall have occurred in accordance with the terms of the Indenture, the security interests in all of the Collateral that secure the Notes shall be automatically released, and the terms of the immediately preceding sentence shall apply as if all of the Obligations had been paid (other than contingent indemnification obligations not yet due and payable) in full in cash.

(b)           If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenture Documents, then (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.  In addition, at the request and at the sole expense of the Grantors, the Collateral Agent agrees to (x) provide to each Grantor a power of attorney to execute any document reasonably required to permit any sale permitted by the Indenture Documents of any asset, the perfection of which is governed by a certificate-of-title statute, free of the Liens created by the Collateral Agreements and (y) with respect to any jurisdiction in which releases executed pursuant to such power of attorney are insufficient to release such Liens, (1) execute in blank any document reasonably required to permit any sale permitted by the Indenture Documents of any asset, the perfection of which is governed by a certificate-of-title statute, free of the Liens created by the Collateral Agreements and (2) authorize such Grantor to fill in the relevant information to release such Lien.  At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Indenture Documents; provided that Parent shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the rele vant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by Parent stating that such transaction is in compliance with the Indenture and the other Indenture Documents.

7.15.        WAIVER OF JURY TRIAL.  EACH GRANTOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THIS AGREEMENT.

* * *

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IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

GLOBAL AVIATION HOLDINGS INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel:

[Signature Page to Security Agreement]

NEW ATA INVESTMENT INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel
NEW ATA ACQUISITION INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel

[Signature Page to First-Lien Security Agreement]

	WORLD AIR HOLDINGS, INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel
NORTH AMERICAN AIRLINES, INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel
WORLD AIRWAYS, INC.
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel
WORLD AIRWAYS PARTS COMPANY, LLC
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel
GLOBAL AVIATION VENTURES SPV LLC
By:	/s/ Mark M. McMillin
	Name:	Mark M. McMillin
	Title:	Sr. VP, General Counsel

[Signature Page to First-Lien Security Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent
By:	/s/ Elizabeth T. Wagner
	Name:	Elizabeth T. Wagner
	Title:	Vice President

[Signature Page to First-Lien Security Agreement]

ACKNOWLEDGMENT AND CONSENT***

The undersigned hereby acknowledges receipt of a copy of the First-Lien Security Agreement, dated as of August 13, 2009 (the “Agreement”), made by the Grantors parties thereto for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent.  The undersigned agrees for the benefit of the Collateral Agent and the other Secured Parties as follows:

1.             The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2.             The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.6(a) of the Agreement.

3.             The terms of Sections 5.3(c) and 5.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Sections 5.3(c) or 5.7 of the Agreement.

CAROLINA LINKAGES, INC.
By:	/s/ Lucy M. Duncan-Scheman
	Name: Lucy M. Duncan-Scheman
	Title: President & Chief Executive Officer
Address for Notices:
Fax:

***This consent is necessary only with respect to any Issuer which is not also a Grantor.  This consent may be modified or eliminated with respect to any Issuer that is not controlled by a Grantor.

ACKNOWLEDGMENT AND CONSENT***

The undersigned hereby acknowledges receipt of a copy of the First-Lien Security Agreement, dated as of August 13, 2009 (the “Agreement”), made by the Grantors parties thereto for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent.  The undersigned agrees for the benefit of the Collateral Agent and the other Secured Parties as follows:

1.             The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2.             The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.6(a) of the Agreement.

3.             The terms of Sections 5.3(c) and 5.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Sections 5.3(c) or 5.7 of the Agreement.

WORLD RISK SOLUTIONS, LTD.
By:	/s/ Reid C. Gibson
	Name: Reid C. Gibson
	Title: Vice President
Address for Notices:
Fax:

***This consent is necessary only with respect to any Issuer which is not also a Grantor.  This consent may be modified or eliminated with respect to any Issuer that is not controlled by a Grantor.

EX-10.18

Exhibit 10.18

$175,000,000

Global Aviation Holdings, Inc.

North American Airlines, Inc.

World Airways, Inc.

14% Senior Secured First Lien Notes due 2013

REGISTRATION RIGHTS AGREEMENT

August 13, 2009

Jefferies & Company, Inc.
520 Madison Avenue
New York, New York 10022

Ladies and Gentlemen:

Global Aviation Holdings, Inc. (the “Company”), North American Airlines, Inc. and World Airways, Inc. (each, a Delaware corporation and collectively, the “Issuers”), are issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated August 6, 2009, by and among the Issuers, the Initial Purchaser and the subsidiary guarantors named therein (the “Guarantors”) (the “Purchase Agreement”), $175,000,000 aggregate principal amount of 14% Senior Secured First Lien Notes due 2013 of the Issuers (the “Notes”) and guaranteed by the Guarantors.  As an inducement to the Initial Purchaser to enter into the Purchase Agreement, each of the Issuers and the Guarantors agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:

1.Definitions

Capitalized terms that are used herein without definition and are defined in the Purchase Agreement shall have the respective meanings ascribed to them in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

Additional Interest:  See Section 4(a).

Advice:  See Section 6(v).

Affiliate:  Shall have the meaning specified in Rule 405 under the Securities Act, and for purposes of this definition, the terms “control” and “controlling” shall have meanings correlative thereto.

Agreement:  This Registration Rights Agreement, dated as of the Closing Date, by and among the Issuers, the Guarantors and the Initial Purchaser.

Applicable Period:  See Section 2(e).

Blackout Period:  See Section 3(c).

Business Day:  A day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Closing Date:  August 13, 2009.

Company:  See the introductory paragraph to this Agreement.

Day:  Unless otherwise expressly provided, a calendar day.

Effectiveness Period:  See Section 3(a).

Effectiveness Target Date:  See Section 3(a).

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes:  The $175,000,000 aggregate principal amount of the Issuers’ 14% senior secured first lien notes due 2013, identical in all material respects to the Notes, including the guarantees endorsed thereon, except for references to restricted legends and Additional Interest.

Exchange Offer:  See Section 2(a).

Exchange Offer Effectiveness Target Date:  See Section 2(a).

Exchange Offer Filing Deadline:  See Section 2(a).

Exchange Registration Statement:  See Section 2(a).

Filing Deadline:  See Section 3(a).

FINRA:  The Financial Industry Regulatory Authority, Inc.

Freely Tradable:  With respect to a Security, a Security that at any time of determination (i) may be sold to the public in accordance with Rule 144 by a person that is not an “affiliate” (as defined in Rule 144) of any of the Issuers where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) that does not bear any restrictive legends relating to the Securities Act or a restricted CUSIP number.

Guarantee:  Shall have the meaning set forth in the Indenture.

Guarantors:  See the introductory paragraph to this Agreement.

Holder:  Any registered holder of Registrable Notes.

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Indemnified Party:  See Section 8(c).

Indemnifying Party:  See Section 8(c).

Indenture:  The Indenture, dated as of the Closing Date, among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms hereof.

Initial Purchaser:  See the introductory paragraph to this Agreement.

Initial Shelf Registration:  See Section 3(a).

Inspectors:  See Section 6(o).

Issue Date:  August 13, 2009.

Issuers:  See the introductory paragraph to this Agreement.

Lien:  Shall have the meaning set forth in the Indenture.

Losses:  See Section 8(a).

Notes:  See the introductory paragraph to this Agreement.

Participating Broker-Dealer:  See Section 2(e).

Person:  An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm, government or agency or political subdivision thereof, or other legal entity.

Private Exchange:  See Section 2(f).

Private Exchange Notes:  See Section 2(f).

Prospectus:  The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement:  See the introductory paragraph to this Agreement.

Records:  See Section 6(o).

Registrable Notes:  Each Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer for an Exchange Note entitled to be resold to the public

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by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration and (c) the date on which such Note is distributed to the public pursuant to Rule 144 or by a broker-dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Registration Statement (including delivery of the Prospectus contained therein).

Registration Default:  See Section 4(a).

Registration Default Date:  See Section 4(b).

Registration Statement:  Any registration statement of the Issuers and the Guarantors filed with the SEC under the Securities Act (including, but not limited to, the Exchange Registration Statement, the Shelf Registration and any subsequent Shelf Registration) that covers any of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144:  Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not Affiliates of an issuer or such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Rule 144A:  Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

Rule 415:  Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule 430A:  Rule 430A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC:  The Securities and Exchange Commission.

Securities:  The Notes, the Exchange Notes and the Private Exchange Notes.

Securities Act:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Security Documents:  Shall have the meaning set forth in the Indenture.

Shelf Registration Filing Deadline:  See Section 3(a).

Shelf Registration:  See Section 3(b).

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Shelf Registration Effectiveness Target Date:  See Section 3(a).

Subsequent Shelf Registration:  See Section 3(b).

TIA:  The Trust Indenture Act of 1939, as amended.

Trustee:  The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Notes and Private Exchange Notes (if any).

Underwritten Registration or Underwritten Offering:  A registration in which securities of any of the Issuers are sold to an underwriter for reoffering to the public.

2.Exchange Offer

(a)To the extent not prohibited by applicable law, the Issuers shall (and shall cause each Guarantor to) use commercially reasonable efforts (i) to file with the SEC no later than June 30, 2010, a registration statement (the “Exchange Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (the “Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Notes (such date on which the Exchange Registration Statement is required to be f iled, the “Exchange Offer Filing Deadline”), (ii) to cause the Exchange Registration Statement to become effective under the Securities Act no later than (a) 90 days after the date of the Exchange Offer Filing Deadline or (b) September 30, 2010, if such date is later than the end of such 90-day period (such date by which the Exchange Registration Statement must be declared effective, the “Exchange Offer Effectiveness Target Date”), (iii) to keep the Exchange Registration Statement effective until the consummation of the Exchange Offer in accordance with its terms and (iv) cause the Exchange Offer to be completed within 30 Business Days after the date on which the Exchange Registration Statement is declared effective.  The Issuers shall issue Exchange Notes in exchange for all Notes validly tendered and not withdrawn in the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer doe s not violate applicable law or any applicable interpretation of the staff of the SEC.

(b)The Exchange Notes shall be issued under, and entitled to the benefits of, (i) the Indenture or a trust indenture that is identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualifications thereof under the TIA) and (ii) the Security Documents.

(c)Interest on each Exchange Note and Private Exchange Note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor, or (ii) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date; or (B) if no interest has been paid on such Note, from the Issue Date.  Each Exchange Note and

5

Private Exchange Note, if any, shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate borne by the Notes from time to time during such period.

(d)Each Holder, as a condition to participation in the Exchange Offer, shall be required to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such Holder has not entered into any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that either such Holder is not an Affiliate of any of the Issuers or, if such Holder is a n Affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (v) if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus (or to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of the Exchange Notes.

(e)The Issuers shall include within the Prospectus contained in the Exchange Registration Statement a section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchaser which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the judgment of the Initial Purchaser, represent the prevailing views of the staff of the SEC.  Such “Plan of Distribution” section shall also allow, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers may resell the Exchange Notes.  The Issuers shall use commercially reasonable efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with such requirements in order to resell the Exchange Notes (the “Applicable Period”).

(f)If, upon consummation of the Exchange Offer, the Initial Purchaser holds any Notes acquired by it and having the status of an unsold allotment in the initial distribution, the Issuers (upon the written request from the Initial Purchaser) shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer,

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issue and deliver to the Initial Purchaser, in exchange (the “Private Exchange”) for the Notes, as the case may be, held by the Initial Purchaser, a like principal amount of senior secured first lien notes that are substantially identical in all material respects to the Exchange Notes except for the existence of restrictions on transfer thereof under the Securities Act and securities laws of the several states of the United States (such notes being referred to as the “Private Exchange Notes”) (and which are issued pursuant to the same indenture as the Exchange Notes).  The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

(g)In connection with the Exchange Offer, the Issuers shall use commercially reasonably efforts to (and shall use commercially reasonable efforts to cause each Guarantor to):

(i)mail to each Holder a copy of the Prospectus forming part of the Exchange Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Registration Statement, and any related documents;

(ii)keep the Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);

(iii)utilize the services of a depository for the Exchange Offer with an address in the Borough of Manhattan, in the City of New York, which depository may be the Trustee or an Affiliate thereof;

(iv)permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York City time, on the last Business Day on which the Exchange Offer shall remain open; and

(v)otherwise comply in all material respects with all applicable laws.

(h)Promptly after the close of the Exchange Offer or the Private Exchange, as the case may be, the Issuers shall:

(i)accept for exchange all Registrable Notes validly tendered pursuant to the Exchange Offer or the Private Exchange, as the case may be, and not validly withdrawn;

(ii)deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

(iii)cause the Trustee to authenticate and deliver promptly to each Holder tendering such Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.

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(i)The Exchange Notes and the Private Exchange Notes may be issued under (i) the Indenture or (ii) an indenture substantially identical in all material respects to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture, that the Private Exchange Notes will be subject to the transfer restrictions set forth in the Indenture, and that t he Exchange Notes, the Private Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions of the Indenture) and entitled to participate in all the security granted by the Issuers pursuant to the Security Documents and in any Guarantee on an equal and ratable basis.

(j)If: (i) the Issuers and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, or (ii) within 20 days following the consummation of the Exchange Offer, any Holder of Registrable Notes notifies the Issuers that (a) it is prohibited by applicable law or SEC policy from participating in the Exchange Offer; (b) it may not resell the Ex change Notes acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an Affiliate of any of the Issuers) and the Prospectus contained in the Exchange Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Notes acquired directly from the Issuers or an Affiliate of any of the Issuers, the Issuers shall file an Initial Shelf Registration pursuant to Section 3 hereof, provided, that in no event shall the Issuers and the Guarantors have any obligation to file such Initial Shelf Registration prior to the Shelf Registration Filing Deadline.

3.Shelf Registration

Upon consummation of the Exchange Offer in accordance with Section 2 hereof, the provisions of this Section 3 shall apply solely with respect to (i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer and that are not Freely Tradable, (ii) Notes held by any broker-dealer that acquired such Notes directly from the Issuers or any of their respective Affiliates and that are not Freely Tradable and (iii) Exchange Notes as contemplated by Section 2(j) hereof and that are not Freely Tradable, provided in the case of each of clause (i), (ii) and (iii), that the relevant Holder has duly notified the Issuers within 20 days of the consummation of the Exchange Offer as required by Section 2(j)(ii) hereof.

(a)Initial Shelf Registration.  To the extent called for by Section 2(j) hereof, the Issuers shall (and shall cause each Guarantor to) file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”).  If the Issuers have not yet filed an Exchange Registration Statement, the Issuers s hall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Exchange Offer Filing Deadline and shall use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective

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under the Securities Act on or prior to the Exchange Offer Effectiveness Target Date.  Otherwise, the Issuers shall (and shall cause each Guarantor to) use commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the notification described in Section 2(j) hereof (such date by which the Shelf Registration must be filed, the “Shelf Registration Filing Deadline”, and together with the Exchange Offer Filing Deadline, the “Filing Deadline”) and use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days after the Shelf Registration Filing Deadline) (such date by which the Shelf Registration must be declared effective, the “Shelf Registration Effectiv eness Target Date”, and together with the Exchange Offer Effectiveness Target Date, the “Effectiveness Target Date”).  The Shelf Registration shall be on an appropriate form under the Securities Act permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).  The Issuers and the Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration.  The Issuers shall (and shall cause each Guarantor to) use commercially reasonable efforts to keep the Shelf Registration continuously effective under the Securities Act until it is no longer required to permit unrestricted sales of the Notes (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act or (iii) there cease to be any outstanding Registrable Notes.

(b)Subsequent Shelf Registrations.  If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder or because the securities registered thereunder cease to be outstanding), the Issuers shall (and shall cause each Guarantor to) use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 3 0 days of such cessation of effectiveness amend such Shelf Registration in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file (and cause each Guarantor to file) an additional Registration Statement pursuant to Rule 415 covering all of the Registrable Notes (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed, the Issuers shall (and shall cause each Guarantor to) use commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Subsequent Shelf Registration continuously effective during the Effectiveness Period.  As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registrations.

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(c)Notwithstanding anything to the contrary in this Agreement, upon notice to Holders of the Notes, the Issuers shall be entitled to suspend the use of the Prospectus in any Shelf Registration, in the event that, and for a period of time (a “Blackout Period”) not to exceed an aggregate of 90 days in any 12-month period, the board of directors of the Company determines, in good faith, that (i) the disclosure of an event, occurrence or other item at that time would reasonably be expected to have a material adverse effect on the business, operations or prospects of the Company and the subsidiaries or (ii) the disclosure otherwise relates to a material business transaction or development that has not yet been publicly disclosed and the board of directors also determines, in good faith, that any disclosure thereof would jeopardize the success of the transaction or that disclosure of the transaction is prohibited by the terms thereof.

(d)Supplements and Amendments.  The Issuers shall promptly supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Shelf Registration with respect to information relating to such Holders or by any underwriter of such Registrable Notes.

(e)Provision of Information.  No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuers and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Issuers and the Trustee, a fter conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein, and no such Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided such information.

4.Additional Interest

(a)Each of the Issuers and the Guarantors acknowledges and agrees that the Holders of Registrable Notes will suffer damages if any of the Issuers or the Guarantors fails to fulfill its material obligations under Sections 2 or 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers and the Guarantors agree to pay additional cash interest on the applicable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each event described in clauses (i) through (iii) below, a “Registration Default” and each of which shall be given independent effect):

(i)if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration (if required to be filed), has been filed on or prior to the applicable Filing Deadline as specified herein or (B) notwithstanding that the Issuers and the Guarantors have consummated or will consummate an

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Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the applicable Filing Deadline as specified herein;

(ii)if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration relating to the Notes is declared effective by the SEC on or prior to the applicable Effectiveness Target Date as specified herein or (B) notwithstanding that the Issuers and the Guarantors have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Subsequent Shelf Registration and such Subsequent Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Target Date as specified herein; or

(iii)if (A) the Issuers (and any Guarantor) have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the date that is 30 Business Days after the Exchange Offer Effectiveness Target Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the consummation of the Exchange Offer or (C) if applicable, a Shelf Reg istration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than during a Blackout Period or after such time as all Notes have been disposed of thereunder);

then Additional Interest shall accrue on the principal amount of the outstanding Notes over and above any stated interest, from and including the date on which any Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured; provided, however, that the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum.  Following the cure of a particular Registration Default, the accrual of Additional Interest with respect to such Registration Default will cease.  Notwithstandin g the foregoing, (x) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, and (y) Additional Interest shall be payable for Registration Defaults related to a failure of the Issuers and the Guarantors to cause a Shelf Registration to be declared effective, only to those Holders who sought to have their Registrable Notes registered pursuant to Section 3 hereof.  All obligations of the Issuers and the Guarantors set forth in this Section 4(a) that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.  Additional Interest pursuant to this Section 4 constitutes liquidated damages with respect to a Registration Default and shall be the exclusive monetary remedy available to the Holders with respect to a Registration Default.

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(b)The Issuers shall notify the Trustee within three Business Days after each and every date on which Registration Default occurs in respect of which Additional Interest is required to be paid (a “Registration Default Date”).  Any accrued amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash in arrears on each Interest Payment Date (as defined in the Notes) and in the manner provided in the Indenture.  The amount of Additional Interest will be determined by multiplyin g the applicable Additional Interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

5.Hold-Back Agreements

Each of the Issuers agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities of the same class as those covered by a Registration Statement filed pursuant to Sections 2 or 3 hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes included or to be included in such Registration Statement consent or, if there is one, if the managing underwriter or underwriters in an Underwritten Offer ing thereof so request(s) in writing.

6.Registration Procedures

In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Issuers shall (and shall cause each Guarantor to) effect such registrations to permit the sale of such securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuers hereunder, the Issuers shall (and shall cause each Guarantor to):

(a)If (1) a Shelf Registration is required to be filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto the Issuers shall (and sh all cause each Guarantor to), if requested, furnish to and afford the Holders of the Registrable Notes to be registered pursuant to such Shelf Registration, each Participating Broker-Dealer, the managing underwriters in an Underwritten Offering, if any, and each of their respective counsel, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three Business Days prior to such filing).  The Issuers and the Guarantors shall not file any such Registration Statement or Prospectus, or any

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amendments or supplements thereto in respect of which the Holders must provide information for the inclusion therein, without the Holders being afforded an opportunity to review such documentation if the holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, the managing underwriters in an Underwritten Offering, if any, or any of their respective counsel shall reasonably object in writing on a timely basis. A Holder shall be deemed to have reasonably objected to such filing if such Holder objects in writing in a timely manner and such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act.

(b)Provide an indenture trustee for the Registrable Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, and cause the Indenture (or other indenture relating to the Registrable Notes) to be qualified under the TIA not later than the effective date of the first Registration Statement; and in connecti on therewith, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use commercially reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(c)Prepare and file with the SEC any amendments to each Shelf Registration or Exchange Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to them with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus.

(d)Furnish to such selling Holders and Participating Broker-Dealers who so request in writing (i) upon the Issuers’ receipt, a copy of the order of the SEC declaring such Registration Statement and any post effective amendment thereto effective, (ii) such reasonable number of copies of such Registration Statement and of each amendment and supplement thereto (in each case including any documents incorporated therein by reference and all exhibits, unless such documents or exhibits are publicly available), (iii) such reasonable number of copies of the Prospectus included in such Registrat ion Statement (including each preliminary Prospectus) and each amendment and supplement thereto, and such reasonable

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number of copies of the final Prospectus as filed by the Issuers and Guarantors pursuant to Rule 424(b) under the Securities Act, in conformity with the requirements of the Securities Act and each amendment and supplement thereto, and (iv) such other documents (including any amendments required to be filed pursuant to clause (c) of this Section 6), as any such Person may reasonably request in writing. Each of the Issuers and the Guarantors hereby consents to the use of the Prospectus by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(e)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, the Issuers shall notify in writing the selling Holders of Registrable Notes, or each such Participating Broker-Dealer, as the case may be, the managing underwriters in an Underwritten Offering, if any, and each of their respective counsel promptly (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation of any proceedings for that purpose, (iii) of the receipt by any of the Issuers or Guarantors of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event, the existence of any condition or any information known to the Issuers that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in, or amendments or supplements to, such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement and the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (v) of any reasonable determination by the Issuers or the Guarantors that a post-effective amendment to a Registration Statement would be appropriate and (vi) of any request by the SEC for amendments to the Registration Statement or supplements to the Prospectus or for additional information relating thereto.

(f)Use commercially reasonable efforts to obtain, as soon as practicable, the withdrawal of any order suspending the effectiveness of a Registration Statement,

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any order preventing or suspending the use of a Prospectus or any order suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for sale in any jurisdiction.

(g)If (A) a Shelf Registration is filed pursuant to Section 3 hereof, (B) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period or (C) reasonably requested in writing by the managing underwriters in an Underwritten Offering, if any, or the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an Underwritten Offering, (i) use commercially reasonable efforts to incorporate in a Prospectus supplement or post-effective amendment such information or revisions to information therein relating to such underwriters or selling Holders as the managing underwriters in an Underwritten Offering, if any, or such Holders or any of their respective counsel reasonably request in writing to be included or made therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to be incorporated in such Prospectus supplements or post-effective amendment.

(h)Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use commercially reasonable efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer or any managing underwriter or underwriters in an Underwritten Offering, if any, reasonably request in writing; provided that neither the Issuers nor any Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

(i)If (A) a Shelf Registration is filed pursuant to Section 3 hereof or (B) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is requested to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters in an Underwritten Offering, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Notes

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to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company, and enable such Registrable Notes to be in such denominations as permitted by the Indenture and registered in such names as the managing underwriter or underwriters in an Underwritten Offering, if any, or Holders may reasonably request.

(j)Use commercially reasonable efforts to cause the Registrable Notes covered by any Registration Statement to be registered with or approved by such governmental agencies or authorities as may be required to enable the seller or sellers thereof or the underwriter, if any, to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence of the nature o f such selling Holder’s business, in which case the Issuers shall (and shall cause each Guarantor to) cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals; provided that neither the Issuers nor any existing Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

(k)If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by Sections 6(e)(iv) or 6(e)(v) hereof, as promptly as practicable, prepare and fil e with the SEC, at the expense of the Issuers and the Guarantors, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, if SEC review is required, use commercially reasonable effor ts to cause such post-effective amendment to be declared effective as soon as possible.

(l)Use commercially reasonable efforts to cause the Registrable Notes covered by a Registration Statement, to the extent not already rated, to be rated with such appropriate rating agencies, if so requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or the managing underwriter or underwriters in an Under written Offering, if any.

(m)Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee with one or more certificates for the Registrable Notes in a form eligible for deposit

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with The Depository Trust Company and (ii) provide a CUSIP number for the Exchange Notes.

(n)If a Shelf Registration is filed pursuant to Section 3 hereof, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances) and take all such other actions in connection therewith (including those reasonably requested in writing by the managing underwriters in an Underwritten Offering, if any, or the Holders of a majority in aggregate princ ipal amount of the Registrable Notes being sold) in order to expedite or facilitate the registration or the disposition of such Registrable Notes, and in such connection, (i) make such representations and warranties to the Holders and the underwriters, if any, with respect to the business of the Company and its subsidiaries as then conducted, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances, and confirm the same if and when reasonably requir ed; (ii) obtain an opinion of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters in an Underwritten Offering, if any, to counsel, if any, and to the Holders of a majority in aggregate principal amount of the Registrable Notes being sold), addressed to each selling Holder and each of the underwriters, if any, covering the matters customarily covered in opinions of counsel to the Company requested in underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances; (iii) obtain “cold comfort” letters and updates thereof (which letters and updates (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters in an Underw ritten Offering, if any) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters , if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Notes, as may be appropriate in the circumstances, and such other matters as reasonably requested in writing by the underwriters; and (iv) deliver such documents and certificates as may be reasonably requested in writing by the Holders of a majority in aggregate principal amount of the Registrable Notes being sold and the managing underwriters in an Underwritten Offering, if any, to evidence the continued validity of the representations and warranties of the Issuers and the Guarantors made pursuant to clause (i) above and to evidence compliance with any conditions contained in the underwriting agreement or other similar agreement entered into by the Issuers or any Guarantor.

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(o)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney, accountant or other agent, in each case, designated by a majority in aggregate principal amount of the Registrable Notes being sold or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours and in a reasonable manner, all pertinent financial and other records and pertinent corporate documents of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably requested by them and necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to sup ply all information reasonably requested in writing by any such Inspector in connection with such Registration Statement; provided that the foregoing inspection and information gathering on behalf of the Holders shall be coordinated by one counsel designated by and on behalf of the Holders.  Each Inspector shall agree in writing that it will keep the Records confidential and not disclose any of the Records unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) the information in such Records is public or has been made generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector or (iv) disclosure of such information is, in the reasonable written opinion of counsel for any Inspector, necessary in connection with any action, clai m, suit or proceeding, directly or indirectly, involving such Inspector and arising out of, based upon, related to, or involving this Agreement, or any transaction contemplated hereby or arising hereunder.  Each selling Holder of such Registrable Notes and each such Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of any of the Issuers unless and until such is made generally available to the public.  Each Inspector, each selling Holder of such Registrable Notes and each such Participating Broker-Dealer will be required to further agree that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuers and, to the extent practicable, use its best efforts to allow the Issuers, at their expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential at its expense.

(p)Use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to the security holders of the any of the Issuers with regard to any applicable Registration Statement earning statements satisfying the provisions of section 11(a) of the Securities Act and

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Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Issuers after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(q)Upon consummation of an Exchange Offer or Private Exchange as the case may be, obtain an opinion of counsel to the Company (in form, scope and substance reasonably satisfactory to the Initial Purchaser), addressed to the Trustee for the benefit of all Holders participating in the Exchange Offer or Private Exchange, as the case may be, in customary form and substance to the effect that, among other things, (i) the Issuers and the Guarantors have duly authorized, executed and delivered the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture and (ii) the Exchange Notes or the Private Exchange Notes, as the case may be, and the Indenture constitute legal, valid and binding obligations of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with their respective terms, except as such enforcement may be subject to customary United States and foreign exceptions.

(r)Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with FINRA.

(s)Use commercially reasonable efforts to cause all Notes covered by a Registration Statement to be listed on each securities exchange, if any, on which similar debt securities issued by the Issuers are then listed, if requested by Holders of a majority in aggregate principal amount of the Registrable Notes outstanding, to the extent such Registrable Notes satisfy applicable listing requirements.

(t)Use commercially reasonable efforts to take all other steps reasonably necessary to effect the registration of the Registrable Notes covered by a Registration Statement contemplated hereby.

(u)The Issuers may require each seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being effected to furnish to the Issuers such information regarding such seller or Participating Broker-Dealer and the distribution of such Registrable Notes as the Issuers may, from time to time, reasonably request in writing.  The Issuers may exclude from such registration the Registrable Notes of any seller who fails to furnish such information within a reasonable time (which time in no event shall exceed 20 days, subject to Section 3(e) hereof) after receiving such request.  Each seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order

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to make the information previously furnished by such seller not materially misleading.

(v)Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, that, upon receipt of any notice from the Issuers of the happening of any event of the kind described in Sections 6(e)(ii), 6(e)(iii), 6(e)(iv), or 6(e)(v) hereof, such Holder will forthwith discontinue disposition of such Registrable Notes covered by a Registration Statement and such Participating Broker-Dealer will forthwith discontinue disposition of such Exchange Notes pursuant to any Prospectus and, in each case, forthwith discontinue dissemination of such Prospectus until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof, or until it is advised in writing (the “Advice”) by the Issuers and the Guarantors that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto and, if so directed by the Issuers and the Guarantors, such Holder or Participating Broker-Dealer, as the case may be, will deliver to the Issuers all copies, other than permanent file copies, then in such Holder’s or Participating Broker-Dealer’s possession, of the Prospectus covering such Registrable Notes current at the time of the receipt of such notice.  In the event the Issuers and the Guarantors shall give any such notice, the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each Participating Broker-Dealer shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 6(k) hereof or (y) the Advice.

7.Registration Expenses

(a)All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors, whether or not a Exchange Registration Statement or Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees, including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with any Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section&n bsp;6(h) hereof (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes), (ii) printing expenses, including, without limitation, expenses of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter or underwriters in an Underwritten Offering, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be (except that in the case of Participating Broker-Dealers, the Issuers and the Guarantors shall only be responsible for printing expenses for up to 500,000

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Prospectuses), (iii) messenger, telephone and delivery expenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 6 hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers and the G uarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuers and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser that is required to be retained in accordance with the rules and regulations of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Issuers and the Guarantors, (x) internal expenses of the Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers or the Guarantors performing legal or accounting duties), (xi) the expense of any annual audit, (xii) the fees and expenses of the Trustee and the Exchange Agent and (xiii) the expenses relati ng to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement.

(b)The Issuers and the Guarantors shall reimburse the Holders for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement.  The Issuers and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Issuers and the Guarantors shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Security or Private Exchange Note in a name other than that of the Holder of the Registrable Security in respect of which such Exchange Security or Private Exchange Note is being issued.  The Issuers and the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders under this Agreement.

8.Indemnification

(a)Indemnification by the Issuers and the Guarantors.  Each of the Issuers and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and the officers, directors and partners of each such Holder, Par ticipating Broker-Dealer

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and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (collectively, “Losses”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or nece ssary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such Losses resulted primarily from information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuers (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that the Issuers and the Guarantors will not be liable to any Indemnified Party (as defined below) under this Section 8 to the extent Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or made in any preliminary prospectus and corrected in the Prospectus or any amendment or supplement thereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any suc h Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Issuers wi th Section 6 of this Agreement.  The Issuers and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person, if any, who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

(b)Indemnification by Holder.  In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold

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harmless the Issuers, the Guarantors, their respective officers, directors, agents, employees and each Person, if any, who controls the Issuers and the Guarantors (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and the officers, directors and employees of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such losses a re finally judicially determined by a court of competent jurisdiction in a final, unappealable order to have resulted primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Holder to the Issuers and the Guarantors expressly for use therein.  Notwithstanding the foregoing, in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

(c)Conduct of Indemnification Proceedings.  If any action or proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the party or parties from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in writing; provided, that the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation or liability except to the extent (but only to the extent) that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Indemnifying Parties have been prejudiced materially by such failure.

The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party, within 20 Business Days after receipt of written notice from such Indemnified Party of such proceeding, to assume, at its expense, the defense of any such proceeding, provided, that an Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Party; or (3) the named parties to any such proceeding (including any impleaded parties) include bot h such Indemnified Party and the Indemnifying Party or any of its Affiliates or controlling persons, and such Indemnified Party shall have been advised by counsel that there may be one or more defenses available to such Indemnified Party that are in addition to, or in conflict with, those defenses available to the Indemnifying Party or such Affiliate or controlling person (in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume

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the defense and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party; it being understood, however, that, the Indemnifying Party shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party).

No Indemnifying Party shall be liable under this Section 8 for any settlement of any such proceeding effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such proceeding, each Indemnifying Party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each Indemnified Party from and against any and all Losses by reason of such settlement or judgment.  The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such proc eeding for which such Indemnified Party would be entitled to indemnification hereunder (whether or not any Indemnified Party is a party thereto).

(d)Contribution.  If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any Losses in respect of which this Section 8 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 8), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified P arty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such statement or omission.  The amount paid or payable by an Indemnified Party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 8(a) or 8(b) was available to such party.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 8(d), a selling Holder shall not be required to contribute, in the aggregate, any amount in excess of such Holder’s Maximum

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Contribution Amount.  A selling Holder’s “Maximum Contribution Amount” shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Ho lders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Notes held by each Holder hereunder and not joint.  The Issuers’ and Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several.

The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

9.Rules 144 and 144A

Each of the Issuers covenants that it shall (a) use its commercially reasonable efforts to file the reports required to be filed by it (if so required) under the Securities Act and the Exchange Act in a timely manner and, if at any time the Issuer is not required to file such reports, it will, upon the written request of any Holder of Registrable Notes, make publicly available other information necessary to permit sales pursuant to Rule 144 and 144A and (b) take such further action as any Holder may reasonably request in writing, all to the extent required from time to time to enable such Holder to sell Registrable Notes without registration under the Securities Act pursuant to the exemption s provided by Rule 144 and Rule 144A.  Upon the request of any Holder, the Issuers shall deliver to such Holder a written statement as to whether it has complied with such information and requirements.

10.Underwritten Registrations of Registrable Notes

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering; provided, however, that such investment banker or investment bankers and manager or managers must be reasonably acceptable to the Issuers.

No Holder of Registrable Notes may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

11.Miscellaneous

(a)Remedies. In the event of a breach by any of the Issuers or the Guarantors of any of their respective obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights provided herein, in the Indenture or, in the case

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of the Initial Purchaser, in the Purchase Agreement, or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Issuers and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by any of the Issuers or Guarantors of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, the Issuers shall (and shall cause each Guarantor to) waive the defense that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  None of the Issuers and the Guarantors has entered, as of the date hereof, and each of the Issuers and the Guarantors shall not enter, after the date of this Agreement, into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof.  None of the Issuers and Guarantors has ent ered, and each of the Issuers and Guarantors will not enter, into any agreement with respect to any of its securities that will grant to any Person piggy-back rights with respect to a Registration Statement.

(c)Adjustments Affecting Registrable Notes.  The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than by the Issuers and the Guarantors with the prior written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes in circumstances that would adversely affect any Holders of Registrable Notes; provided, however, that Section 8 hereof and this Section 11(d) may not be amended, modified or supplemented without the prior written consent of each Holder.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being tendered pursuant to the Exchange Offer or sold pursuant to a Notes Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being tendered or being sold by such Holders pursuant to such Notes Registration Statement.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, next-day air courier or telecopier:

(i)if to a Holder of Registrable Notes or to any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer,

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as the case may be, set forth on the records of the registrar of the Notes, with a copy in like manner to the Initial Purchaser as follows:

Jefferies & Company, Inc.
520 Madison Avenue
New York, New York 10022

Attention: General Counsel

(ii)if to the Initial Purchaser, at the address specified in Section 11(e)(1) hereof;

(iii)if to the Issuers or any Guarantor, as follows:

Global Aviation Holdings, Inc.

101 World Drive

Peachtree, Georgia 30269

Attention: General Counsel

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Attention: Ronald Cami

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five business days after being deposited in the United States mail, postage prepaid, if mailed, one business day after being deposited in the United States mail, postage prepaid, if mailed; one business day after being timely delivered to a next-day air courier guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee under the Indenture at the address specified in such Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment, subsequent Holders of Registrable Notes.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.  EACH OF THE ISSUERS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR IT S AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE ISSUERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE ISSUERS IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ISSUERS AT THEIR SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OF THE ISSUERS IN ANY OTHER JURISDICTION.

(j)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use reasonably best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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(k)Registrable Notes Held by the Issuers or Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by any of the Issuers or their respective Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required pe rcentage.

(l)Third Party Beneficiaries.  Holders and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

(m)Entire Agreement.  This Agreement, together with the Purchase Agreement, the Indenture and the Security Documents, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understanding, correspondence, conversations and memoranda between the Initial Purchaser on the one hand and the Issuers and the Guarantors on the other, or between or among any agents, representatives, parents, subsidiaries, Affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GLOBAL AVIATION HOLDINGS, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
NORTH AMERICAN AIRLINES, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel
WORLD AIRWAYS, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: Sr. VP, General Counsel

Registration Rights Agreement

S-1

Each of the following entities, as Guarantors:
	NEW ATA INVESTMENT INC.
	By:	/s/ Mark M. McMillin
		Name:	Mark M. McMillin
		Title:	Sr. VP, General Counsel
	NEW ATA ACQUISITION INC.
	&nb sp;
	By:	/s/ Mark M. McMillin
		Name:	Mark M. McMillin
		Title:	Sr. VP, General Counsel
	WORLD AIR HOLDINGS, INC.
	By:	/s/ Mark M. McMillin
		Name:	Mark M. McMillin
		Title:	Sr. VP, General Counsel
	GLOBAL AVIATION VENTURES SPV LLC
	By:	/s/ Mark M. McMillin
		Name:	Mark M. McMillin
		Title:	Sr. VP, General Counsel
	WORLD AIRWAYS PARTS COMPANY, LLC
	By:	/s/ Mark M. McMillin
		Name:	Mark M. McMillin
		Title:	Sr. VP, General Counsel

Registration Rights Agreement

S-2

ACCEPTED AND AGREED TO:
JEFFERIES & COMPANY, INC.
By:	/s/ Craig Zapa
	Name: Craig Zapa
	Title: MD

Registration Rights Agreement

S-3

EX-10.19

Exhibit 10.19

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of August 13, 2009, is entered into by and among GLOBAL AVIATION HOLDINGS INC., a Delaware corporation (“Parent”), each other Grantor (as hereinafter defined) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the First-Lien Documents (as defined below) (together with its successors and assigns in such capacity from time to time, and including any collateral agent under any Refinancing of the First-Lien Indenture (as such terms are defined below), the “First-Lien Collateral Agent”), and JEFFERIES FINANCE LLC, in its capacity as collateral agent under the Second-Lien Documents (as defined below) (together with its successors and assigns in such capacity from time to time, and including any collateral agent under any Refinancing of the Second-Lien Credit Agreement (as defined below), the “Second-Lien Collateral Agent”).  Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

RECITALS

WHEREAS, Parent, the other Grantors party thereto and the First-Lien Collateral Agent, as trustee (in such capacity and together with its successors and assigns in such capacity from time to time, and including any trustee or administrative agent under any Refinancing of the First-Lien Indenture, the “First-Lien Trustee”), have entered into that certain Indenture, dated as of the date hereof (as amended, restated, supplemented, modified and/or Refinanced from time to time, the “First-Lien Indenture”);

WHEREAS, Parent, the other Grantors party thereto, the lenders party thereto from time to time, and the Second-Lien Collateral Agent, as administrative agent (in such capacity and together with its successors and assigns in such capacity from time to time, and including any trustee or administrative agent under any Refinancing of the Second-Lien Credit Agreement (as defined below), the “Second-Lien Administrative Agent”), have entered into that certain Second-Lien Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, modified and/or Refinanced from time to time, the “Second-Lien Credit Agreement”);

WHEREAS, the obligations of Parent and the other Grantors under the First-Lien Documents will be secured by substantially all the assets of Parent and the other Grantors, respectively, pursuant to the terms of the First-Lien Security Documents;

WHEREAS, the obligations of Parent and the other Grantors under the Second-Lien Documents will be secured by substantially all the assets of Parent and the other Grantors, respectively, pursuant to the terms of the Second-Lien Security Documents;

WHEREAS, the First-Lien Documents and the Second-Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

WHEREAS, in order to induce the First-Lien Creditors and the Second-Lien Creditors to extend credit and other financial accommodations and lend monies pursuant to the

First-Lien Indenture and the Second-Lien Credit Agreement, the First-Lien Collateral Agent on behalf of the First-Lien Creditors (and each First-Lien Creditor by its acceptance of the benefits of the First-Lien Security Documents), and the Second-Lien Collateral Agent on behalf of the Second-Lien Creditors (and each Second-Lien Creditor by its acceptance of the benefits of the Second-Lien Security Documents), have agreed to the subordination, intercreditor and other provisions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.  Definitions.

1.1Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof.

“ATA Airlines, Inc.” means ATA Airlines, Inc., a corporation organized under the laws of the State of Indiana.

“ATA Chapter 11 Plan” means the First Amended Chapter 11 Plan of ATA Airlines, Inc., dated February 3, 2009, and all amendments, modifications and supplements thereto.

“ATA Collateral” means, collectively, (i) all right, title and interest of any Grantor under, or in respect of, the Existing Credit Documents and all supporting obligations in respect thereof, (ii) all distributions received by any Grantor, any Subsidiary thereof or any of the agents or lenders under the Existing Credit Agreement pursuant to, or on account of, the ATA Chapter 11 Plan, the Liquidating Trust Agreement or otherwise in respect of the estate of ATA Airlines, Inc. and (iii) all proceeds of the foregoing Collateral.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Cash Collateral” has the meaning set forth in Section 363(a) of the Bankruptcy Code.

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“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting both First-Lien Collateral and Second-Lien Collateral.

“Collateral Agent” means, as the context requires, collectively, the First-Lien Collateral Agent and the Second-Lien Collateral Agent.

“Comparable Second-Lien Security Document” means, in relation to any Collateral subject to any Lien created under any First-Lien Security Document, that Second-Lien Security Document which creates a Lien on the same Collateral, granted by the same Grantor.

“Creditors” means, collectively, the First-Lien Creditors and the Second-Lien Creditors.

“Discharge of First-Lien Obligations” means, except to the extent otherwise provided in Section 5.6 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Document, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all outstanding First-Lien Obligations, (b) payment in full in cash of all other First-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium (if any) are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, w ith such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, satisfactory to the First-Lien Collateral Agent) of all letters of credit issued by any First-Lien Creditor under the First-Lien Documents and (d) termination of all commitments of the First-Lien Creditors under the First-Lien Documents.

“Discharge of Second-Lien Obligations” means, except to the extent otherwise provided in Section 8.7 hereof (and subject to Section 8.13 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective Second-Lien Document, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all outstanding Second-Lien Obligations, (b) payment in full in cash of all other Second-Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium (if any) are paid, (c) termination (without any prior demand for payment thereunder having been made or, if ma de, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, satisfactory to the Second-Lien Collateral Agent) of all letters of credit issued by any Second-Lien Creditor under the Second-Lien Documents and (d) termination of all commitments of the Second-Lien Creditors under the Second-Lien Documents.

“Existing Credit Agreement” means the Amended and Restated Term Loan Agreement, dated as of August 14, 2007 and amended and restated as of June 3, 2008, as amended as of February 6, 2009, June 30, 2009 and August 13, 2009, among New ATA Acquisition, Inc. (a Subsidiary of Parent), Global Aviation Ventures SPV LLC (also a Subsidiary of Parent), as the sole lender thereunder and Jefferies Finance LLC, as administrative agent, as the same may be further amended, modified or supplemented from time to time.

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“Existing Credit Documents” means the “Loan Documents” as defined in the Existing Credit Agreement.

“First-Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any First-Lien Obligations.

“First-Lien Collateral Agent” has the meaning set forth in the first paragraph of this Agreement.

“First-Lien Creditors” means, at any relevant time, the holders of First-Lien Obligations at such time, including, without limitation, the First-Lien Holders, the First-Lien Collateral Agent and the First-Lien Trustee.

“First-Lien Documents” means the First-Lien Indenture, the other Indenture Documents (as defined in the First-Lien Indenture) and each of the other agreements, documents and instruments providing for or evidencing any First-Lien Obligation and any other document or instrument executed or delivered at any time in connection with any First-Lien Obligation, to the extent such are effective at the relevant time, as each may be amended, modified, restated, supplemented, replaced and/or Refinanced from time to time in accordance with the terms thereof and hereof.

“First-Lien Holders” means the “Holders” (or any similarly defined term, including the defined term for lenders under any Refinancing of the First-Lien Obligations consisting of loans) under, and as defined in, the First-Lien Indenture.

“First-Lien Indenture” has the meaning set forth in the recitals hereto.

“First-Lien Notes” shall mean the “Notes” under, and as defined in, the First-Lien Indenture.

“First-Lien Obligations” means all Obligations outstanding under the First-Lien Indenture and the other First-Lien Documents.  “First-Lien Obligations” shall in any event include:  (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) on or after the commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First-Lien Document, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or consultants’ fees and expenses, indemnification obligations, expense reimbursement obligations and reimbursement obligations in respect of any letter of credit) incurred by the First-Lien Collateral Agent, the First-Lien Trustee and the First-Lien Creditors on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of each Grantor under each First-Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

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“First-Lien Security Agreement” means the First-Lien Security Agreement, dated as of the date hereof, among the Grantors and the First-Lien Collateral Agent, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“First-Lien Security Documents” means the Collateral Agreements (or any similarly defined term) (as defined in the First-Lien Indenture) and any other agreement, document or instrument pursuant to which a Lien is granted (or purported to be granted) securing any First-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“First-Lien Trustee” has the meaning set forth in the recitals hereto.

“First-Priority Lien” has the meaning set forth in Section 5.1(c) hereof.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantors” means Parent, each other Issuer and each of the Guarantors that have executed and delivered, or may from time to time hereafter execute and deliver, a First-Lien Security Document or a Second-Lien Security Document.

“Guarantors” means each Subsidiary of Parent which enters into a guaranty of any First-Lien Obligations or Second-Lien Obligations.

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Issuer” means, collectively, each of Parent, North American Airlines, Inc., a Delaware corporation (and a Subsidiary of Parent), and World Airways, Inc., a Delaware corporation (and also a Subsidiary of Parent) (and their respective successors and assigns).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute, and any lease having substantially the same effect as the foregoing).

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“Liquidating Trust Agreement” means the First Amended and Restated Liquidating Trust Agreement for the ATA Plan Trust, dated July 23, 2009, between ATA Airlines, Inc. for the benefit of the Beneficiaries entitled to the Plan Trust Assets (each as defined in the ATA Chapter 11 Plan) and Steven S. Turoff, as plan trustee, as the same may be amended, modified or supplemented from time to time.

“New First-Lien Agent” has the meaning set forth in Section 5.6 hereof.

“New Second-Lien Agent” has the meaning set forth in Section 8.8 hereof.

“Obligations” means any and all “Obligations” (as defined in the First-Lien Indenture and as defined in the Second-Lien Credit Agreement) and any and all other obligations (including guaranty obligations) with respect to the payment and performance of (a) any principal of or interest or premium on any indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability, including accrued interest and interest that accrues on or after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such Insolvency or Liquidation Proceeding, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under th e documentation governing any indebtedness (including, without limitation, the retaking, holding, selling or otherwise disposing of or realizing on the Collateral), (c) any obligation to post cash collateral in respect of letters of credit or any other obligations, and (d) all performance obligations under the documentation governing any indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pledged Collateral” means any Collateral in the possession of the First-Lien Collateral Agent (or its agents or bailees) or, in the case of the ATA Collateral, the Second-Lien Collateral Agent (or its agents or bailees), to the extent that possession thereof is taken to perfect a Lien thereon under the Uniform Commercial Code or other applicable local law.

“Post-Petition Financing” has the meaning set forth in Section 6.1 hereof.

“Recovery” has the meaning set forth in Section 6.5 hereof.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such indebtedness.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Required First-Lien Creditors” means the First-Lien Holders holding at least a majority (or, for purposes of Section 9.3 hereof, at least two-thirds) in principal amount of the First-Lien Obligations then outstanding (or, to the extent required by the First-Lien Indenture, such higher percentage of First-Lien Holders).

“Required Second-Lien Creditors” means the Second-Lien Lenders holding at least a majority (or, for purposes of Section 9.3 hereof, at least two-thirds) in principal amount of

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the Second-Lien Obligations then outstanding (or, to the extent required by the Second-Lien Credit Agreement or the Second-Lien Exchange Indenture, each of the Second-Lien Lenders).

“Second-Lien Administrative Agent” has the meaning set forth in the recitals hereto.

“Second-Lien Collateral” means all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Second-Lien Obligations.

“Second-Lien Collateral Agent” has the meaning set forth in the first paragraph of this Agreement.

“Second-Lien Credit Agreement” has the meaning set forth in the recitals hereto.

“Second-Lien Creditors” means, at any relevant time, the holders of Second-Lien Obligations at such time, including, without limitation, the Second-Lien Lenders, the Second-Lien Collateral Agent, the Second-Lien Administrative Agent, the Second-Lien Trustee and any other agents and arrangers under the Second-Lien Credit Agreement.

“Second-Lien Documents” means the Second-Lien Credit Agreement, the other Loan Documents (as defined in the Second-Lien Credit Agreement), the Second-Lien Exchange Notes, the Second-Lien Exchange Indenture, the other Second-Lien Exchange Indenture Documents and each of the other agreements, documents and instruments providing for or evidencing any Second-Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second-Lien Obligation, as the same may be amended, restated, modified and/or otherwise supplemented from time to time in accordance with the terms hereof and thereof.

“Second-Lien Exchange Indenture” means the “Indenture” under, and as defined in, the Second-Lien Credit Agreement, as the same may be amended, restated, supplemented, modified and/or Refinanced from time to time.

“Second-Lien Exchange Indenture Documents” means all of the notes, indentures, purchase agreements, guaranties, security agreements, mortgages, documents, instruments and other agreements entered into pursuant to the Second-Lien Indenture, including, without limitation, the Second-Lien Exchange Indenture, the Second-Lien Exchange Notes and the Second-Lien Security Documents.

“Second-Lien Exchange Notes” means the “Exchange Notes” under, and as defined in, the Second-Lien Credit Agreement.

“Second-Lien Lenders” means, collectively, (i) the “Lenders” (or any similarly defined terms, including the defined term for holders of any Refinancing of the Second-Lien Obligations consisting of notes) under, and as defined in, the Second-Lien Credit Agreement and (ii) the “Holders” (or any similarly defined terms), if any, under, and as defined in, the Second-Lien Exchange Indenture.

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“Second-Lien Obligations” means all Obligations outstanding under the Second-Lien Credit Agreement and the other Second-Lien Documents.  “Second-Lien Obligations” shall in any event include:  (a) all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding (and the effect of provisions such as Section 502(b)(2) of the Bankruptcy Code), accrue) on or after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second-Lien Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding, (b) any and all fees and expenses (including attorneys’ and/or consultants’ fees and expenses, indemnification obligations, expense reimbursement oblig ations and reimbursement obligations in respect of any letter of credit) incurred by the Second-Lien Collateral Agent, the Second-Lien Administrative Agent and the other Second-Lien Creditors on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not the claim for fees and expenses is allowed under Section 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code or Bankruptcy Law as a claim in such Insolvency or Liquidation Proceeding, and (c) all obligations and liabilities of each Grantor under each Second-Lien Document to which it is a party which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due.

“Second-Lien Security Agreement” means the Second-Lien Security Agreement, dated as of the date hereof, among the Grantors and the Second-Lien Collateral Agent, as the same may be amended, supplemented, restated, modified and/or Refinanced from time to time.

“Second-Lien Security Documents” means the Security Documents (or any similarly defined term) (as defined in the Second-Lien Credit Agreement or the Second-Lien Exchange Indenture, as applicable) and any other agreement, document, mortgage or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Second-Lien Obligations or under which rights or remedies with respect to such Liens are governed, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof and thereof.

“Second-Priority Lien” has the meaning set forth in Section 8.5(c) hereof.

“Security Documents” means, collectively, the First-Lien Security Documents and the Second-Lien Security Documents.

“Subsidiary” of any Person means and includes (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, limited liability company, association, joint venture or other entity (other than a corporation) in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.

“Third-Lien Creditors” has the meaning set forth in Section 9.3.

“Third-Lien Obligations” has the meaning set forth in Section 9.3.

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“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

1.2Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requ ires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) terms defined in the UCC but not otherwise def ined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder, and (h) references to Sections or clauses shall refer to those portions of this Agreement, and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs.

SECTION 2.  Priority of Liens.

2.1Subordination; Etc.  Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents) hereby agrees that:  (a) any Lien on the Collateral (other than the ATA Collateral) securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral (other than the ATA Collateral) securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral (other than the ATA Collateral) now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in al l respects to all Liens on the Collateral (other than the ATA Collateral) securing any First-Lien Obligations.  All Liens on the Collateral (other than the ATA Collateral) securing any First-Lien Obligations shall

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be and remain senior in all respects and prior to all Liens on the Collateral (other than the ATA Collateral) securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Parent, any other Grantor or any other Person.  The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor).

2.2Prohibition on Contesting Liens.  Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Creditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Creditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Security Document or any Obligation thereunder, (ii) the validity, perfection, priority or enforceab ility of the Liens, mortgages, assignments and security interests granted pursuant to the Security Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Security Document with respect to such Liens, mortgages, assignments and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of either Collateral Agent or any Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations and the Second-Lien Obligations as provided in this Agreement.

2.3No New Liens.  The parties hereto agree that no Grantor shall grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any First-Lien Obligation or Second-Lien Obligation unless it has also granted a Lien on such asset or property to secure both the First-Lien Obligations and the Second-Lien Obligations and has taken all actions to perfect such Liens.  To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedie s available to any Collateral Agent and/or the other Creditors, each Collateral Agent, on behalf of itself and the other Creditors for which it is acting as Collateral Agent, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 hereof or Section 8.4 hereof, as applicable.

2.4Similar Liens and Agreements.  The parties hereto agree that, except as provided in Section 2.3 hereof, it is their intention that neither the First-Lien Collateral nor the Second-Lien Collateral be more expansive than the Second-Lien Collateral and the First-Lien Collateral, respectively.  In furtherance of the foregoing and of Section 9.9 hereof, the First-Lien Collateral Agent, the other First-Lien Creditors, the Second-Lien Collateral Agent and the other Second-Lien Creditors agree, subject to the other provisions of this Agreemen t:

(i)  upon request by the First-Lien Collateral Agent or the Second-Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Second-Lien Collateral or the First-Lien Collateral, respectively, and the steps taken to

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perfect the Liens thereon and the identity of the respective parties obligated under the Second-Lien Security Documents or the First-Lien Security Documents, respectively;

(ii)  that the First-Lien Security Documents and the Second-Lien Security Documents shall be in all material respects the same forms of documents other than with respect to the priority nature of the Liens created thereunder in the respective Collateral; and

(iii)  that the guarantees for the First-Lien Obligations and the Second-Lien Obligations shall be substantially in the same form.

SECTION 3.  Enforcement.

3.1Exercise of Remedies.  (a)  The provisions of this clause (a) are subject to clause (e) below in this Section 3.1, but in any event do not apply to (or in respect of) the ATA Collateral.  So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent or any other Grantor:  (i) the Second-Lien Collateral Agent and the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (other than the ATA Collateral) (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor of any rights and remedies relating to the Collateral under the First-Lien Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First - -Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral (other than the ATA Collateral); and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral (other than the ATA Collateral) without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against Parent or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien O bligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral (other than the ATA Collateral) securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement, the Second-Lien Documents and applicable law, (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or

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otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second-Lien Creditors may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) the Second-Lien Creditors may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with, or not violative of, the terms of this Agreement with respect to the Second-Lien Obligations and the Collateral.  In exercising rights and remedies with respect to the Collateral (other than the ATA Collateral), the First-Lien Collateral Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in accordance with the First-Lien Documents.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral (other than the ATA Collateral) upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b)The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral (other than the ATA Collateral) or any proceeds of Collateral (other than the ATA Collateral) in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (other than the ATA Collateral), unless and until the Discharge of First-Lien Obligations has occurred.  Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurr ed, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral (other than the ATA Collateral) is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Documents and applicable law.

(c)The Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Documents with respect to any Collateral (other than ATA Collateral), including any collection, sale, lease, exchange, transfer or other disposition of the Collater al (other than the ATA Collateral), whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations with respect to any Collateral (other than ATA Collateral) or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations with respect to any Collateral (other than ATA Collateral) and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the Collateral

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(other than the ATA Collateral), regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors.

(d)The Second-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second-Lien Security Documents or any other Second-Lien Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Collateral Agent or the other First-Lien Creditors with respect to the Collateral (other than the ATA Collateral) as set forth in this Agreement and the First-Lien Documents.

(e)Notwithstanding anything to the contrary in preceding clauses (a) through (d) of this Section 3.1, at any time while an “event of default” exists under (and as defined in) the Second-Lien Documents, then so long as 120 days have elapsed after notice thereof (which notice requests that enforcement action be taken with respect to the Collateral (other than the ATA Collateral)) has been received by the First-Lien Collateral Agent and so long as the respective “event of default” shall not have been cured or waived (or any a cceleration in respect thereof rescinded), the Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, and the other Second-Lien Creditors may, but only if the First-Lien Collateral Agent or the First-Lien Creditors are not pursuing in good faith enforcement proceedings with respect to all or any portion of the Collateral (but excluding, for this purpose, the ATA Collateral) in a commercially reasonable manner (with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Collateral Agent or such First-Lien Creditors in their reasonable judgment), enforce the Liens on Collateral granted pursuant to the Second-Lien Security Documents, provided that (x) any Collateral (other than the ATA Collateral) or any proceeds of Collateral (other than the ATA Collateral) received by the Second-Lien Collateral Agent or such other Second-Lien Creditor, as the case may be, in connection with the enforcement of such Lien shall be applie d in accordance with Section 4 hereof and (y) the First-Lien Collateral Agent or any other First-Lien Creditors may at any time take over such enforcement proceedings, provided that the First-Lien Collateral Agent or such First-Lien Creditors, as the case may be, pursue enforcement proceedings with respect to the Collateral (other than the ATA Collateral) in a commercially reasonably manner, with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Collateral Agent or such First-Lien Creditors in their reasonable judgment, and provided further that the Second-Lien Collateral Agent or Second-Lien Creditors, as the case may be, shall only be able to recoup (from amounts realized by the First-Lien Collateral Agent or any First-Lien Creditors) in any enforcement proceeding with respe ct to the Collateral (other than the ATA Collateral) (whether initiated by the First-Lien Collateral Agent or First-Lien Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the priorities set forth in Section 4 hereof.

SECTION 4.  Payments.

4.1Application of Proceeds.  So long as the Discharge of First-Lien Obligations has not occurred, (x) any proceeds of any Collateral (other than the ATA Collateral) received pursuant to the enforcement of any Security Document or the exercise of any remedial provision thereunder, (y) any proceeds of any other assets of any Grantor (other than the ATA Collateral) received pursuant to the enforcement of any other First-Lien Document or Second-

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Lien Document or the exercise of any remedial provision thereunder and (z) together with all other proceeds received by any Creditor (including all funds received in respect of post-petition interest or fees and expenses) (i) as a result of any such enforcement or the exercise of any such remedial provision or (ii) as a result of any distribution of or in respect of any Collateral or other assets of any Grantor (other than, in either case, the ATA Collateral) (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any Collateral or other assets of any Grantor (or proceeds thereof) (other than, in either case, the ATA Collateral or the proceeds thereof) from any distribution of any Collateral or other assets of any Grantor (or proceeds thereof) (other than, in either case, the ATA Collateral or the proc eeds thereof) upon the liquidation or dissolution of any Grantor, in each case shall be applied by the First-Lien Collateral Agent to the First-Lien Obligations in such order as specified in the relevant First-Lien Document.  Upon the Discharge of the First-Lien Obligations, the First-Lien Collateral Agent shall deliver to the Second-Lien Collateral Agent any remaining proceeds of Collateral or other assets of any Grantor held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second-Lien Collateral Agent to the Second-Lien Obligations in such order as specified in the Second-Lien Documents.

4.2Payments Over.  Until such time as the Discharge of First-Lien Obligations has occurred, except (in all cases) with respect to the ATA Collateral (or any proceeds thereof), any Collateral or other assets of any Grantor or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 hereof) (or any distribution in respect of the Collateral or other assets of any Grantor (other than, in either case, the ATA Collateral), whether or not expressly characterized as such) received by the Second-L ien Collateral Agent or any other Second-Lien Creditors in connection with the exercise of any right or remedy (including set-off) relating to such Collateral or other assets of any Grantor or otherwise that is inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The First-Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second-Lien Collateral Agent or any such other Second-Lien Creditors.  This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

4.3Subrogation.  Subject to the Discharge of First-Lien Obligations and except with respect to proceeds of Collateral, each Second-Lien Creditor shall be subrogated to the rights of the First-Lien Creditors to receive payments or distributions of assets of each Grantor to the extent of any payments made by or on behalf of any Second-Lien Creditor in accordance with Section 4.1 or 4.2 hereof until the Discharge of Second-Lien Obligations has occurred, and for the purpose of such subrogation no payments or distributions to the First-Lien Credit ors made in accordance  with Section 4.1 or 4.2 hereof shall, as between each Grantor, its creditors other than the First-Lien Creditors, and each Second-Lien Creditor, be deemed to be payment by such Grantor to or on account of the First-Lien Obligations, it being understood that the provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of each Second-Lien Creditor, on the one hand, and the First-Lien Creditors, on the other hand.

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SECTION 5.  Other Agreements.

5.1Releases.

(a)If, in connection with:

(i)the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral (other than the ATA Collateral) provided for in Section 3.1 hereof, including any sale, lease, exchange, transfer or other disposition of any such Collateral; or

(ii)any sale, lease, exchange, transfer or other disposition of any Collateral (other than the ATA Collateral) permitted under the terms of the First-Lien Documents and the Second-Lien Documents (other than in connection with the exercise of the First-Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by preceding sub-clause (i));

there occurs the release by the First-Lien Collateral Agent, acting on its own or at the direction of the Required First-Lien Creditors, (x) of any of its Liens on any part of the Collateral (other than the ATA Collateral), or (y) to the extent that any such sale, lease, exchange, transfer or other disposition is of all of the equity interests of a Grantor, then the Liens, if any, of the Second-Lien Collateral Agent, for itself and for the benefit of the Second-Lien Creditors, on such Collateral (other than the ATA Collateral) shall be automatically, unconditionally and simultaneously released, and the Second-Lien Collateral Agent, for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and deliver to the First-Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First-Lien Coll ateral Agent or such Grantor may request to effectively confirm such release; provided however that if an “event of default” then exists under the Second-Lien Documents and the Discharge of First-Lien Obligations occurs concurrently with any such release, the Second-Lien Collateral Agent (on behalf of the Second-Lien Creditors) shall be entitled to receive the residual cash or cash equivalents (if any) remaining after giving effect to such release and the Discharge of the First-Lien Obligations.

(b)Until the Discharge of First-Lien Obligations occurs, the Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, hereby irrevocably constitutes and appoints the First-Lien Collateral Agent and any officer or agent of the First-Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second-Lien Collateral Agent or such other Second-Lien Creditor or in the First-Lien Collateral Agent’s own name, from time to time in t he First-Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release.

(c)If, prior to the Discharge of First-Lien Obligations, a subordination of the First-Lien Collateral Agent’s Lien on any Collateral (other than the ATA Collateral) is permitted (or in good faith believed by the First-Lien Collateral Agent to be permitted) under the First-Lien

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Indenture to another Lien permitted under the First-Lien Indenture (a “First Priority Lien”), then the First-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, shall promptly execute and deliver to the First-Lien Collateral Agent or the relevant Grantor an identical subordination agreement subordinating the Liens of the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors to such First Priority Lien so long as such First Priority Lien is otherwise permitted under the Second-Lien Documents or this Agreement.

5.2Insurance.  Unless and until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Lien Documents, to adjust settlement for any insurance policy covering the Collateral (other than the ATA Collateral) in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral (other than the ATA Collateral).  Unless and unt il the Discharge of First-Lien Obligations has occurred, and subject to the rights of the Grantors under the First-Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect to the Collateral (other than the ATA Collateral) shall be paid to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors pursuant to the terms of the First-Lien Documents and, after the Discharge of First-Lien Obligations has occurred, to the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors to the extent required under the Second-Lien Documents and then, to the extent no Second-Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.  If the Second-Lien Collateral Agent or any other Second-Lien Creditors shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall pay such proceeds over to the First-Lien Collateral Agent in accordance with the terms of Section 4.2 of this Agreement.

5.3Amendments to First-Lien Documents and Second-Lien Documents.

(a)The First-Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the First-Lien Indenture may be Refinanced, in each case, without notice to, or the consent of, the Second-Lien Collateral Agent or the other Second-Lien Creditors, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that any such amendment, restatement, supplement, modification or Refinancing of the First-Lien Indenture shall not, without the consent of the Second-Lien C ollateral Agent, provide for the aggregate outstanding principal amount of the Indebtedness under the First-Lien Indenture to exceed the amount permitted by the Second-Lien Credit Agreement (excluding, however, as a result of capitalization of interest and/or fees thereunder).

(b)The Second-Lien Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms and the Second-Lien Credit Agreement and the Second-Lien Exchange Indenture may be Refinanced, in each case, without notice to, or the consent of, the First-Lien Collateral Agent or the other First-Lien Creditors, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that any such

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amendment, restatement, supplement, modification or Refinancing of the Second-Lien Credit Agreement or Second-Lien Exchange Indenture shall not, without the consent of the First-Lien Collateral Agent, provide for the aggregate outstanding principal amount of the Indebtedness under the Second-Lien Credit Agreement and the Second-Lien Exchange Indenture to exceed the amount permitted by the First-Lien Indenture (excluding, however, as a result of capitalization of interest and/or fees thereunder).

(c)Each of Parent, each other Grantor and each Collateral Agent agrees that each Security Document shall include the following language (or language to similar effect):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of August 13, 2009 (as amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), among Global Aviation Holdings Inc., the other Grantors from time to time party thereto, Wells Fargo Bank, National Association, in its capacity as First-Lien Collateral Agent thereunder, and Jefferies Finance LLC, in its capacity as Second-Lien Collateral Agent thereunder.  In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercredito r Agreement shall govern and control.”

In addition, each of Parent, each other Grantor and the Second-Lien Collateral Agent agree that each Second-Lien Security Document covering any Collateral constituting real property shall contain such other language as the First-Lien Collateral Agent may reasonably request to reflect the subordination of such Second-Lien Security Document to the First-Lien Security Document covering such Collateral.

(d)In the event the First-Lien Collateral Agent or the other First-Lien Creditors and the relevant Grantor(s) enter into any amendment, waiver or consent in respect of any of the First-Lien Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Lien Security Document or changing in any manner the rights of the First-Lien Collateral Agent, the other First-Lien Creditors, Parent or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatical ly to any comparable provision of the Comparable Second-Lien Security Document without the consent of the Second-Lien Collateral Agent or the other Second-Lien Creditors and without any action by the Second-Lien Collateral Agent, Parent or any other Grantor, provided, that (A) no such amendment, waiver or consent shall have the effect of (i) removing assets subject to the Lien of the Second-Lien Security Documents, except to the extent that a release of such Lien is permitted by Section 5.1 of this Agreement, (ii) imposing additional duties on the Second-Lien Collateral Agent without its consent, (iii) impacting the ATA Collateral or the Second-Lien Collateral Agent’s rights therein, or (iv) permitting other liens on the Collateral not permitted under the terms of the Second-Lien Documents or Section 6 hereof and (B) notice of such amendment, waiver or consent shall have been given to the Second-Lien Collateral Agent (although the failure to give any such n otice shall in no way affect the effectiveness of any such amendment, waiver or consent).

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5.4           Rights As Unsecured Creditors.  Notwithstanding anything to the contrary contained herein, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against, and may take other actions that may be asserted by unsecured creditors against, Parent or any other Grantor in accordance with the terms of the Second-Lien Documents and applicable law.   Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditor of the required payments of interest, premium and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Credit or of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them (other than as against the ATA Collateral).  In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral (other than the ATA Collateral) as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such First-Lien Obligations under this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral (other than the ATA Collateral).

5.5           Bailee for Perfection.

(a)           The First-Lien Collateral Agent acknowledges that it holds the Pledged Collateral or other Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and as bailee and agent for the Second-Lien Collateral Agent (and any assignee thereof) solely for the purpose of perfecting the security interest granted under the First-Lien Documents and the Second-Lien Documents, subject to the terms and conditions of this Section 5.5 (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC).

(b)           Until the Discharge of First-Lien Obligations has occurred, the First-Lien Collateral Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First-Lien Documents as if the Liens of the Second-Lien Collateral Agent under the Second-Lien Security Documents did not exist.  The rights of the Second-Lien Collateral Agent shall at all times be subject to the terms of this Agreement and to the First-Lien Collateral Agent’s rights under the First-Lien Documents.

(c)           The First-Lien Collateral Agent shall have no obligation whatsoever to the First-Lien Creditors and the Second-Lien Collateral Agent or any Second-Lien Creditor to assure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5.  The duties or responsibilities of the First-Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5.

(d)           The First-Lien Collateral Agent acting pursuant to this Section 5.5 shall not have by reason of the First-Lien Security Documents, the Second-Lien Security Documents,

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this Agreement or any other document a fiduciary relationship in respect of the First-Lien Creditors, the Second-Lien Collateral Agent or any other Second-Lien Creditor.

(e)           Upon the Discharge of the First-Lien Obligations, the First-Lien Collateral Agent shall deliver the remaining Pledged Collateral (if any) (or proceeds thereof) together with any necessary endorsements, first, to the Second-Lien Collateral Agent, if any Second-Lien Obligations remain outstanding, and second, to Parent or the relevant Grantor if no First-Lien Obligations or Second-Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain control of such Pledged Collateral).  The First-Lien Collateral Agent further agrees to take all other action reasonably requested by such Person in connection with such Person’s obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

(f)            Notwithstanding anything to the contrary contained in preceding clauses (a) through (e) of this Section 5.5, (i) the Second-Lien Collateral Agent acknowledges that it holds any of the ATA Collateral in its possession or control (or in the possession or control of its agents or bailees) on behalf of itself and as bailee and agent for the First-Lien Collateral Agent (and any assignee thereof) solely for the purpose of perfecting the security interest granted under the Second-Lien Documents and the First-Lien Documents, subject to the terms and conditions of this Section 5.5(f) (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC), and (ii)&n bsp;the provisions of clauses (a) through (e) of this Section 5.5 shall apply mutatis mutandis to the ATA Collateral and the Second-Lien Collateral Agent’s rights and obligations in respect thereof in the same manner as such provisions apply to the other Collateral and the First-Lien Collateral Agent’s rights and obligations thereof.

5.6           When Discharge of First-Lien Obligations Deemed to Not Have Occurred.  If at any time after the Discharge of First-Lien Obligations has occurred, any of the Issuers immediately thereafter enters into any Refinancing of any First-Lien Document evidencing a First-Lien Obligation which Refinancing is permitted hereby, then such Discharge of First-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing First-Lien Document shall automatically be treated as First-Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the first-lien collateral agent under such First-Lien Documents shall be the First-Lien Collateral Agent for all purpose s of this Agreement (but otherwise subject to the provisions of clause (x) of the proviso to the first sentence of Section 9.3 hereof).  Upon receipt of a notice stating that an Issuer has entered into a new First-Lien Document (which notice shall include the identity of the new agent, such agent, the “New First-Lien Agent”), the Second-Lien Collateral Agent shall promptly (i) enter into such documents and agreements (including amendments or supplements to this Agreement) as Parent or such New First-Lien Agent may reasonably request in order to provide to the New First-Lien Agent the rights contemplated hereby and (ii) deliver to the New First-Lien Agent any Pledged Collateral in the possession of the Second-Lien Collateral Agent together with any necessary endorsements (or otherwise allow the New First-Lien Agent to obtain control of such Pledged Collateral), in each case consistent in all material respects with the te rms of this Agreement.

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SECTION 6.  Insolvency or Liquidation Proceedings.

6.1           Finance and Sale Issues.  (a) If Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral  (other than with respect to any ATA Collateral, which the First-Lien Creditors agree may not be subject to any agreement respecting the consensual use of Cash Collateral without the prior written consent of the Second-Lien Collateral Agent) on which the First-Lien Collateral Agent or any other creditor of Parent or any other Grantor has a Lien or to permit Parent or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bank ruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as (i) such Cash Collateral use or Post-Petition Financing is on commercially reasonable terms, (ii) the Second-Lien Collateral Agent and the other Second-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Post-Petition Financ ing that are materially prejudicial to their interests, (iii) (a) the Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than the payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such indebtedness constituting First-Lien Obligations) is not secured by any Lien on any asset or property of any Grantor on a basis that is senior to the Liens securing the Second-Lien Obligations unless such Liens are senior or pari passu to the Liens securing the First-Lien Obligati ons, (v) neither the indebtedness under such Post-Petition Financing nor the “adequate protection” claims under such Cash Collateral order are secured by any ATA Collateral (and the First-Lien Creditors agree that such ATA Collateral may not be used as such security without the prior written consent of the Second-Lien Collateral Agent), and (vi) the aggregate principal amount of the Post-Petition Financing, when added to the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the First-Lien Indenture (except if part of the Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the First-Lien Documents, does not exceed the sum of (1) the aggregate principal amount of the First-Lien Obligations immediately  prior to the commencement of the respective Insolvency or Liquidation Proceedi ng plus (2) $10,000,000.  To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral (other than the ATA Collateral) shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien

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Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred.

(b)           The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral (other than the ATA Collateral) free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First-Lien Creditors have consented to such sale or disposition of such assets (subject to the Lien attaching to the proceeds of the Collateral in favor of the Second-Lien Collateral Agent in the same order and manner as otherwise set forth herein).

6.2           Relief from the Automatic Stay.  Until the Discharge of First-Lien Obligations has occurred, the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that none of them shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral (other than in respect of the ATA Collateral), without the prior written consent of the First-Lien Collateral Agent, unless their motion for adequate protection permitted under Section 6.3 hereof has been denied by the bankruptcy court having jurisdi ction over the Insolvency or Liquidation Proceeding.

6.3           Adequate Protection.  The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees that none of them shall (i) oppose, object to or contest (or join with or support any third party opposing, objecting to or contesting) (a) any request by the First-Lien Collateral Agent or the other First-Lien Creditors for adequate protection in any Insolvency or Liquidation Proceeding (or any granting of such request) or (b) any objection by the First-Lien Collateral Agent or the other First-Lien Creditors to any motion, relief, action or proceeding based on the First-Lien Collateral Agent or the other First-Lien Creditors claiming a lack of adequate protection or (ii) seek or a ccept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the Collateral (other than, in each case with respect to preceding clauses (i) and (ii), with respect to the ATA Collateral or as otherwise permitted by Section 6.6 hereof) except that, (A) if the First-Lien Collateral Agent or the First-Lien Creditors are granted adequate protection in the form of replacement Liens on the Grantors’ assets, the Second-Lien Creditors or the Second-Lien Collateral Agent on their behalf may seek or request adequate protection in the form of a replacement Lien on the same assets of the Grantors as awarded to the First-Lien Creditors, which Lien, however, will be subordinated to the Liens securing the First-Lien Obligations (including any replacement Liens granted in respect of the First-Lien Obligations) and any Post-Petition Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to the First-Lien Obligations under this Agreement (it being understood that any replacement Lien on the ATA Collateral in favor of the First-Lien Obligations shall be governed by Section 8.11 hereof), and (B) if the First-Lien Collateral Agent or the First-Lien Creditors are granted non-monetary adequate protection in the form of reports, notices, inspection rights, increased or additional

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insurance policies and similar forms of non-monetary adequate protection, the Second-Lien Creditors or the Second-Lien Collateral Agent on their behalf shall be entitled to receive from the respective Grantor similar non-monetary adequate protection to the extent provided to the First-Lien Collateral Agent or the First-Lien Creditors.

6.4           No Waiver; Reorganization Securities.  (a) Except with respect to the ATA Collateral or as otherwise specified in this Agreement, nothing contained herein shall prohibit or in any way limit the First-Lien Collateral Agent or any First-Lien Creditor from objecting on any basis in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second-Lien Collateral Agent or any other Second-Lien Creditor, including the seeking by the Second-Lien Collateral Agent or any other Second-Lien Creditor of adequate protection or the assertion by the Second-Lien Collateral Agent or any other Second-Lien Creditor of any of its rights and remedies under the Second-Lien Documents or otherwise.

(b)           If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First-Lien Obligations and on account of Second-Lien Obligations, then, to the extent the debt obligations distributed on account of the First-Lien Obligations and on account of the Second-Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

6.5           Preference Issues.  If any First-Lien Creditor is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of Parent or any other Grantor any amount (a “Recovery”), then the First-Lien Obligations shall be reinstated to the extent of such Recovery and the First-Lien Creditors shall be entitled to a reinstatement of First-Lien Obligations with respect to all such recovered amounts.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.  Any amounts received by the Second Lien Collateral Agent or an y Second Lien Creditor on account of the Second-Lien Obligations after the termination of this Agreement (other than in respect of any ATA Collateral) shall, in the event of a reinstatement of this Agreement pursuant to this Section 6.5, be held in trust for and paid over to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors, for application to the reinstated First-Lien Obligations.  This Section 6.5 shall survive termination of this Agreement.

6.6           Post-Petition Interest.

(a)           Subject to the provisions of this Section 6.6, neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor shall oppose or seek to challenge any claim by the First-Lien Collateral Agent or any other First-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of First-Lien Obligations consisting of post-petition interest, fees or expenses other than on the basis that the value of (i) the Collateral (other than the ATA Collateral) plus (ii) the residual value of the ATA Collateral after taking into account the full amount of the Second-Lien Obligations does not exceed the amount of the First-Lien

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Obligations; provided, however, to the extent that any such payments are made to the First-Lien Creditors in respect of the value of the ATA Collateral and are later recharacterized as payments of principal by the applicable bankruptcy court, such payments shall, upon such recharacterization, be turned over to the Second-Lien Creditors and applied to the Second-Lien Obligations in accordance with Section 8.3 hereof.  Subject to the foregoing, regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First-Lien Creditors, and is intended to provide the First-Lien C reditors with the right, to receive payment from the Collateral (other than from the ATA Collateral except as otherwise provided herein) of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against the bankruptcy estate of Parent or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law.

(b)           Neither the First-Lien Collateral Agent nor any other First-Lien Creditor shall oppose or seek to challenge any claim by the Second-Lien Collateral Agent or any other Second-Lien Creditor for allowance in any Insolvency or Liquidation Proceeding of Second-Lien Obligations consisting of post-petition interest, fees or expenses so long as either (x) the First-Lien Creditors are receiving post-petition interest, fees or expenses in at least the same form being requested by the Second-Lien Creditors; provided, however, to the extent that any such payments are made to the Second-Lien Creditors in respect of the value of the Collateral (other than the value of the ATA Collateral) and are later recharacterized as payments of principal by the applicable bankruptcy court, such payments shall, upon such recharacterization, be turned over to the First-Lien Creditors and applied to the First-Lien Obligations in accordance with Section 4 hereof or (y) the Second-Lien Creditors are receiving post-petition interest, fees or expenses based on the value of the ATA Collateral.

(c)           Without limiting the foregoing, it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor).

6.7           Waiver.  The Second-Lien Collateral Agent, for itself and on behalf of the other Second-Lien Creditors, waives any claim it may hereafter have against any First-Lien Creditor arising out of the election by any First-Lien Creditor of the application to the claims of any First-Lien Creditor of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any Cash Collateral (other than proceeds from any ATA Collateral)  or Post-Petition Financing arrangement or out of any grant of a security interest in connection with the Collateral (other than any ATA Collateral) in any Insolvency or Liquidation Proceeding.

6.8           Limitations.  Except as otherwise provided in Section 6.6(a) hereof, so long as the Discharge of First-Lien Obligations has not occurred, without the express written consent of the First-Lien Collateral Agent, none of the Second-Lien Creditors shall (or shall join with or support any third party making, opposing, objecting or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest

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the determination of the extent of any Liens held by any of the First-Lien Creditors or the value of any claims of First-Lien Creditors under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the First-Lien Creditors of interest, fees or expenses under Section 506(b) of the Bankruptcy Code (except, in each case, to the extent relating to the value of the ATA Collateral).

SECTION 7.  Reliance; Waivers; Etc.

7.1           Reliance.  Other than any reliance on the terms of this Agreement, the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges that it and the other First-Lien Creditors have, independently and without reliance on the Second-Lien Collateral Agent or any other Second-Lien Creditors, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First-Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under any First-Lien Document or this Agreement.  Other than any reliance on the terms of this Agreement, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditor s, acknowledges that it and the other Second-Lien Creditors have, independently and without reliance on the First-Lien Collateral Agent or any other First-Lien Creditor, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second-Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second-Lien Documents or this Agreement.

7.2           No Warranties or Liability.  The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  The Second-Lien Creditors will be entitled to manage and supervise the Obligations under the Second-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate in accordance with the terms of the Second-Lien Documents.  The Second-Li en Collateral Agent, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  The First-Lien Creditors will be entitled to manage and supervise the Obligations under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate in accordance with the terms of the First-Lien Documents.  The Second-Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Co llateral Agent or any of the Second-Lien Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Parent or any other

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Grantor (including under the First-Lien Documents and the Second-Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3           No Waiver of Lien Priorities.

(a)           No right of the First-Lien Creditors, the First-Lien Collateral Agent or any of them to enforce any provision of this Agreement or any First-Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any of Parent or any other Grantor or by any act or failure to act by any First-Lien Creditor or the First-Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First-Lien Documents or any of the Second-Lien Documents, regardless of any knowledge thereof which the First-Lien Collateral Agent or the First-Lien Creditors, or any of them, may have or be otherwise charged with.

(b)           No right of the Second-Lien Creditors, the Second-Lien Collateral Agent or any of them to enforce any provision of this Agreement or any Second-Lien Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any of Parent or any other Grantor or by any act or failure to act by any Second-Lien Creditor or the Second-Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Second-Lien Documents or any of the First-Lien Documents, regardless of any knowledge thereof which the Second-Lien Collateral Agent or the Second-Lien Creditors, or any of them, may have or be otherwise charged with.

(c)           Without in any way limiting the generality of Section 7.3(a) hereof (but subject to the rights of Parent and the other Grantors under the First-Lien Documents and except as otherwise expressly provided in this Agreement), the First-Lien Creditors, the First-Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the First-Lien Documents and/or applicable law, without the consent of, or notice to, the Second-Lien Collateral Agent or any other Second-Lien Creditor, without incurring any liabilities to the Second-Lien Collateral Agent or any other Second-Lien Creditor and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Seco nd-Lien Collateral Agent or any Second-Lien Creditors is affected, impaired or extinguished thereby) do any one or more of the following:

(i)            make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

(ii)           change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the First-Lien Obligations or any Lien on any First-Lien Collateral or guaranty thereof or any liability of Parent or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First-Lien Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew,

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exchange, extend, modify or supplement in any manner any Liens held by the First-Lien Collateral Agent or any of the First-Lien Creditors, the First-Lien Obligations or any of the First-Lien Documents;

(iii)          sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First-Lien Collateral or any liability of Parent or any other Grantor to the First-Lien Creditors or the First-Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iv)          settle or compromise any First-Lien Obligation or any other liability of Parent or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First-Lien Obligations) in any manner or order;

(v)           exercise or delay in or refrain from exercising any right or remedy against Parent or any other Grantor or any other Person or with respect to any security, elect any remedy and otherwise deal freely with Parent, any other Grantor or any First-Lien Collateral and any security and any guarantor or any liability of Parent or any other Grantor to the First-Lien Creditors or any liability incurred directly or indirectly in respect thereof; and

(vi)          release or discharge any First-Lien Obligation or any guaranty thereof or any agreement or obligation of Parent, any other Grantor or any other Person or entity with respect thereto.

(d)           Without in any way limiting the generality of Section 7.3(b) hereof (but subject to the rights of Parent and the other Grantors under the Second-Lien Documents and except as otherwise expressly provided in this Agreement), the Second-Lien Creditors, the Second-Lien Collateral Agent and any of them may, at any time and from time to time in accordance with the Second-Lien Documents and/or applicable law, without the consent of, or notice to, the First-Lien Collateral Agent or any other First-Lien Creditor, without incurring any liabilities to the First-Lien Collateral Agent or any other First-Lien Creditor and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Firs t-Lien Collateral Agent or any First-Lien Creditors is affected, impaired or extinguished thereby) do any one or more of the following:

(i)            make loans and advances to any Grantor or issue, guaranty or obtain letters of credit for account of any Grantor or otherwise extend credit to any Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

(ii)           change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the

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terms of any of the Second-Lien Obligations or any Lien on any Second-Lien Collateral or guaranty thereof or any liability of Parent or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Second-Lien Obligations, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Second-Lien Collateral Agent or any of the Second-Lien Creditors, the Second-Lien Obligations or any of the Second-Lien Documents;

(iii)          sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Second-Lien Collateral or any liability of Parent or any other Grantor to the Second-Lien Creditors or the Second-Lien Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iv)          settle or compromise any Second-Lien Obligation or any other liability of Parent or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Second-Lien Obligations) in any manner or order;

(v)           exercise or delay in or refrain from exercising any right or remedy against Parent or any other Grantor or any other Person or with respect to any security, elect any remedy and otherwise deal freely with Parent, any other Grantor or any Second-Lien Collateral and any security and any guarantor or any liability of Parent or any other Grantor to the Second-Lien Creditors or any liability incurred directly or indirectly in respect thereof; and

(vi)          release or discharge any Second-Lien Obligation or any guaranty thereof or any agreement or obligation of Parent, any other Grantor or any other Person or entity with respect thereto.

(e)           The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral (other than the ATA Collateral) or any other similar rights a junior secured creditor may have under applicable law with respect to the Collateral (other than the ATA Collateral).

(f)            The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under

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applicable law with respect to the ATA Collateral or any other similar rights a junior secured creditor may have under applicable law with respect to the ATA Collateral.

7.4           Waiver of Liability.

(a)           Except with respect to the rights of the Second-Lien Collateral Agent or the other Second-Lien Creditors set forth in this Agreement, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to:  (i) the First-Lien Documents (including, without limita tion, any failure to perfect or obtain perfected security interests in the First-Lien Collateral to the extent securing the First-Lien Obligations), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral (other than the ATA Collateral).  The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise (except to the extent set forth in this Agreement).  Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of Parent or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof (except to the extent provided in this Agreement with respect to the ATA Collateral).  Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the First-Lien Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any clas s of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation.

(b)           Except with respect to the rights of the First-Lien Collateral Agent and the other First-Lien Creditors set forth in this Agreement, the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, also agrees that the Second-Lien Creditors and the Second-Lien Collateral Agent shall have no liability to the First-Lien Collateral Agent or any other First-Lien Creditors, and the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, hereby waives any claim against any Second-Lien Creditor or the Second-Lien Collateral Agent, arising out of any and all actions which the Second-Lien Creditors or the Second-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Second-

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Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the ATA Collateral), (ii) the collection of the Second-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any ATA Collateral.  The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, agrees that the Second-Lien Creditors and the Second-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Second-Lien Collateral, the Second-Lien Obligations or otherwise (except to the extent set forth in this Agreement).  Neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to dem and, collect or realize upon any of the ATA Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any ATA Collateral upon the request of Parent or any other Grantor or upon the request of the First-Lien Collateral Agent, any other holder of First-Lien Obligations or any other Person or to take any other action whatsoever with regard to the ATA Collateral or any part thereof.  Without limiting the foregoing, each First-Lien Creditor by accepting the benefits of the First-Lien Security Documents agrees that neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor (in directing the Second-Lien Collateral Agent to take any action with respect to the ATA Collateral) shall have any duty or obligation to realize first upon any type of ATA Collateral or to sell, dispose of or otherwise liquidate all or any portion of the ATA Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that w ould maximize the return to any class of Creditors holding Obligations of any type (whether Second-Lien Obligations or First-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation.

(c)           With respect to its share of the Obligations, both Wells Fargo Bank, National Association and Jefferies Finance LLC shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if either such Person were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent.  The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include each such Person in its individual capacity as a Creditor.  Each such Person and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if they were not acting as the First-Lien C ollateral Agent or Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

7.5           Obligations Unconditional.  All rights, interests, agreements and obligations of the First-Lien Collateral Agent and the other First-Lien Creditors and the Second-Lien Collateral Agent and the other Second-Lien Creditors, respectively, hereunder (including the Lien priorities established hereby) shall remain in full force and effect irrespective of:

(a)           any lack of validity or enforceability of any First-Lien Document or any Second-Lien Document;

(b)           any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-Lien Obligations or Second-Lien Obligations, or any amendment or waiver or other modification, including any

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increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First-Lien Document or any Second-Lien Document;

(c)           any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First-Lien Obligations or Second-Lien Obligations or any guarantee thereof;

(d)           the commencement of any Insolvency or Liquidation Proceeding in respect of Parent or any other Grantor; or

(e)           any other circumstances which otherwise might constitute a defense available to, or a discharge of, Parent or any other Grantor in respect of the First-Lien Obligations, or of the Second-Lien Collateral Agent or any Second-Lien Creditor in respect of this Agreement.

SECTION 8.  Certain Additional Provisions Regarding ATA Collateral.

8.1           Subordination; Etc.  Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the First-Lien Obligations granted on the ATA Collateral or of any Liens securing the Second-Lien Obligations granted on the ATA Collateral and notwithstanding any provision of the UCC, or any applicable law or the First-Lien Credit Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the First-Lien Collateral Agent, on behalf of itself and the other First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents) hereby agrees that:  (a) any Lien on the ATA Collateral securing any Second-Lien Obligations now or hereafter held by or on behalf of the Second-Lien Collateral Agent or any Second-Lien Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ATA Collateral securing any of the First-Lien Obligations; and (b) any Lien on the ATA Collateral now or hereafter held by or on behalf of the First-Lien Collateral Agent, any First-Lien Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ATA Collateral securing any Second-Lien Obligations.  All Liens on the ATA Collateral securing any Second-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the ATA Collateral securing any First-Lien Obligations for all purposes, whether or not such Liens securing any Second-Li en Obligations are subordinated to any Lien securing any other obligation of Parent, any other Grantor or any other Person.  The parties hereto acknowledge and agree that it is their intent that the Second-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the First-Lien Obligations (and the security therefor).

8.2           Exercise of Remedies.

(a)           The provisions of this clause (a) are subject to clause (e) below in this Section 8.2.  So long as the Discharge of Second-Lien Obligations has not occurred, whether or

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not any Insolvency or Liquidation Proceeding has been commenced by or against Parent or any other Grantor:  (i) the First-Lien Collateral Agent and the other First-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any ATA Collateral or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies with respect to any ATA Collateral (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the Second-Lien Collateral Agent or any other Second-Lien Creditor or any other exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of any rights and remedies relatin g to the ATA Collateral under the Second-Lien Documents or otherwise, or object to the forbearance by the Second-Lien Collateral Agent or the other Second-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the ATA Collateral; and (ii) the Second-Lien Collateral Agent shall have the exclusive right, and the Required Second-Lien Creditors shall have the exclusive right to instruct the Second-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the ATA Collateral without any consultation with or the consent of the First-Lien Collateral Agent or any other First-Lien Creditor, all as though the First-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against Parent or any other Grantor, the First-Lien Co llateral Agent may file a claim or statement of interest with respect to the First-Lien Obligations, (B) the First-Lien Collateral Agent may take any action (not adverse to the prior Liens on the ATA Collateral securing the Second-Lien Obligations, or the rights of the Second-Lien Collateral Agent or the other Second-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the ATA Collateral in accordance with the terms of this Agreement, the First-Lien Documents and applicable law, (C) the First-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the First-Lien Creditors, including any claim secured by the ATA Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the First-Lien Creditors may file any pleadings, objections, mo tions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) the First-Lien Creditors may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with, or not violative of, the terms of this Agreement with respect to the First-Lien Obligations and the ATA Collateral.  In exercising rights and remedies with respect to the ATA Collateral, the Second-Lien Collateral Agent and the other Second-Lien Creditors may enforce the provisions of the Second-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in accordance with the Second-Lien Documents and applicable law.  Such exercise and enforcement shall inc lude the rights of an agent appointed by them to sell or otherwise dispose of ATA Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

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(b)           The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, agrees that it will not take or receive any ATA Collateral or any proceeds of ATA Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any ATA Collateral, unless and until the Discharge of Second-Lien Obligations has occurred.  Without limiting the generality of the foregoing, unless and until the Discharge of Second-Lien Obligations has occurred, the sole right of the First-Lien Collateral Agent and the other First-Lien Creditors with respect to the ATA Collateral is to hold a Lien on the ATA Collateral pursuant to the First-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if a ny, after the Discharge of the Second-Lien Obligations has occurred in accordance with the terms of the First-Lien Documents and applicable law.

(c)           The First-Lien Collateral Agent, for itself and on behalf of the First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), (i) agrees that the First-Lien Collateral Agent and the other First-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the Second-Lien Documents with respect to the ATA Collateral, including any collection, sale, lease, exchange, transfer or other disposition of the ATA Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Second-Lien Obligations to the First-Lien Obligations with respect to the ATA Collateral or grant th e Liens securing the First-Lien Obligations equal ranking to the Liens securing the Second-Lien Obligations and (ii) hereby waives any and all rights it or the First-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the Second-Lien Collateral Agent or the other Second-Lien Creditors seek to enforce or collect the Second-Lien Obligations or the Liens granted in any of the ATA Collateral, regardless of whether any action or failure to act by or on behalf of the Second-Lien Collateral Agent or Second-Lien Creditors is adverse to the interest of the First-Lien Creditors.

(d)           The First-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the First-Lien Security Documents or any other First-Lien Document shall be deemed to restrict in any way the rights and remedies of the Second-Lien Collateral Agent or the other Second-Lien Creditors with respect to the ATA Collateral as set forth in this Agreement and the Second-Lien Documents.

(e)           Notwithstanding anything to the contrary in preceding clauses (a) through (d) of this Section 8.2, at any time while an “event of default” exists under (and as defined in) the First-Lien Documents, then so long as 120 days have elapsed after notice thereof (which notice requests that enforcement action be taken with respect to the ATA Collateral) has been received by the Second-Lien Collateral Agent and so long as the respective “event of default” shall not have been cured or waived (or any acceleration in respect thereof rescinded), the First-Lien Collateral Agent, for itself and on behalf of the First-Lien Creditors, and the other First-Lien Creditors may, but only if the Second-Lien Collateral Agent or the Second-Lien Creditors are not pursuing in good faith enforcement proceedings with respect to all or any portion of the ATA Collateral in a commercially reasonable manner (with any determination of which ATA Collateral to proceed against, and in what order, to be made by the Second-Lien Collateral Agent or such Second-Lien Creditors in their reasonable judgment), enforce the Liens on ATA

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Collateral granted pursuant to the First-Lien Security Documents, provided that (x) any ATA Collateral or any proceeds of ATA Collateral received by the First-Lien Collateral Agent or such other First-Lien Creditor, as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 8.3 hereof and (y) the Second-Lien Collateral Agent or any other Second-Lien Creditors may at any time take over such enforcement proceedings, provided that the Second-Lien Collateral Agent or such Second-Lien Creditors, as the case may be, pursue enforcement proceedings with respect to the ATA Collateral in a commercially reasonably manner, with any determination of which ATA Collateral to proceed against, and in what order, to be made by the Second-Lien Collateral Agent or such Second-Lien Creditors in their re asonable judgment, and provided further that the First-Lien Collateral Agent or First-Lien Creditors, as the case may be, shall only be able to recoup (from amounts realized by the Second-Lien Collateral Agent or any Second-Lien Creditors) in any enforcement proceeding with respect to the ATA Collateral (whether initiated by the Second-Lien Collateral Agent or Second-Lien Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the priorities set forth in Section 8.3 hereof.

8.3           Application of Proceeds.  So long as the Discharge of Second-Lien Obligations has not occurred, any proceeds of any ATA Collateral pursuant to the enforcement of any Security Document or the exercise of any remedial provision thereunder, together with all other proceeds received by any Creditor (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any ATA Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any ATA Collateral (or proceeds thereof) to the payment thereof or any distribution of ATA Collateral (or proceeds thereof) upon the liq uidation or dissolution of any Grantor, shall be applied by the Second-Lien Collateral Agent to the Second-Lien Obligations in such order as specified in the relevant Second-Lien Document.  Upon the Discharge of the Second-Lien Obligations, the Second-Lien Collateral Agent shall deliver to the First-Lien Collateral Agent any remaining proceeds of ATA Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the First-Lien Collateral Agent to the First-Lien Obligations in such order as specified in the First-Lien Documents

8.4           Payments Over.  Until such time as the Discharge of Second-Lien Obligations has occurred, any ATA Collateral or proceeds thereof (or any distribution in respect of the ATA Collateral, whether or not expressly characterized as such) received by the First-Lien Collateral Agent or any other First-Lien Creditors in connection with the exercise of any right or remedy (including set-off) relating to the ATA Collateral or otherwise that is inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  The Second-Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the First-Lien Collateral Agent or any such other First-Lien Creditors.  This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

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8.5           Releases.

(a)           If, in connection with:

(i)            the exercise of the Second-Lien Collateral Agent’s remedies in respect of the ATA Collateral provided for in Section 8.2 hereof, including any sale, lease, exchange, transfer or other disposition of any such ATA Collateral; or

(ii)           any sale, lease, exchange, transfer or other disposition of any ATA Collateral permitted under the terms of the Second-Lien Documents and the First-Lien Documents (other than in connection with the exercise of the Second-Lien Collateral Agent’s remedies in respect of the ATA Collateral which shall be governed by preceding sub-clause (i));

there occurs the release by the Second-Lien Collateral Agent, acting on its own or at the direction of the Required Second-Lien Creditors, of any of its Liens on any part of the ATA Collateral, then the Liens, if any, of the First-Lien Collateral Agent, for itself and for the benefit of the First-Lien Creditors, on such ATA Collateral shall be automatically, unconditionally and simultaneously released, and the First-Lien Collateral Agent, for itself or on behalf of any such First-Lien Creditors, promptly shall execute and deliver to the Second-Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the Second-Lien Collateral Agent or such Grantor may request to effectively confirm such release; provided however that if an “event of default” then exists under the First-Lien Documents and the Disch arge of Second-Lien Obligations occurs concurrently with any such release, the First-Lien Collateral Agent (on behalf of the First-Lien Creditors) shall be entitled to receive the residual cash or cash equivalents (if any) remaining after giving effect to such release and the Discharge of the Second-Lien Obligations.

(b)           Until the Discharge of Second-Lien Obligations occurs, the First-Lien Collateral Agent, for itself and on behalf of the First-Lien Creditors, hereby irrevocably constitutes and appoints the Second-Lien Collateral Agent and any officer or agent of the Second-Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the First-Lien Collateral Agent or such other First-Lien Creditor or in the Second-Lien Collateral Agent’s own name, from time to time in the Second-Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 8.5, to take any and all appropriate action and to execute any and all documents and instruments which may be nec essary or desirable to accomplish the purposes of this Section 8.5, including any termination statements, endorsements or other instruments of transfer or release.

(c)           If, prior to the Discharge of Second-Lien Obligations, a subordination of the Second-Lien Collateral Agent’s Lien on any ATA Collateral is permitted (or in good faith believed by the Second-Lien Collateral Agent to be permitted) under the Second-Lien Documents to another Lien permitted under the Second-Lien Documents (a “Second Priority Lien”), then the Second-Lien Collateral Agent is authorized to execute and deliver a subordination agreement with respect thereto in form and substance satisfactory to it, and the First-Lien Collateral Agent, for itself and on behalf of the First-Lien Creditors, shall promptly execute and deliver to the Second-Lien Collateral Agent or the relevant Grantor an identical subordination agreement subordinating the Liens of the First- Lien Collateral Agent for the

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benefit of the First-Lien Creditors to such Second Priority Lien so long as such Second Priority Lien is otherwise permitted under the First-Lien Documents or this Agreement.

8.6           Insurance.  Unless and until the Discharge of Second-Lien Obligations has occurred, the Second-Lien Collateral Agent shall have the sole and exclusive right, subject to the rights of the Grantors under the Second-Lien Documents, to adjust settlement for any insurance policy covering the ATA Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the ATA Collateral.  Unless and until the Discharge of Second-Lien Obligations has occurred, and subject to the rights of the Grantors under the Second-Lien Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect to the ATA Collateral shall be paid to the Second-Lien Collateral Ag ent for the benefit of the Second-Lien Creditors pursuant to the terms of the Second-Lien Documents and, after the Discharge of Second-Lien Obligations has occurred, to the First-Lien Collateral Agent for the benefit of the First-Lien Creditors to the extent required under the First-Lien Documents and then, to the extent no First-Lien Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.  If the First-Lien Collateral Agent or any other First-Lien Creditors shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Section 8.6, it shall pay such proceeds over to the Second-Lien Collateral Agent in accordance with the terms of Section 8.4 of this Agreement.

8.7           Certain Rights of First-Lien Creditors.  Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the First-Lien Collateral Agent or any other First-Lien Creditor of the required payments of interest, premium and principal on the First-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the First-Lien Collateral Agent or any other First-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them with respect to the ATA Collateral.  In the event the First-Lien Collateral Agent or any other First-Lien Creditor becomes a judgment lien creditor in respect of ATA Collateral as a result of its enforcement of its rights as an unsec ured creditor, such judgment lien shall be subordinated to the Liens securing Second-Lien Obligations on the same basis as the other Liens on the ATA Collateral securing the First-Lien Obligations are so subordinated to such Second-Lien Obligations under this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Second-Lien Collateral Agent or the other Second-Lien Creditors may have with respect to the ATA Collateral.

8.8           When Discharge of Second-Lien Obligations Deemed to Not Have Occurred.  If at any time after the Discharge of Second-Lien Obligations has occurred, any of the Issuers immediately thereafter enters into any Refinancing of any Second-Lien Document evidencing a Second-Lien Obligation which Refinancing is permitted hereby, then such Discharge of Second-Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing Second-Lien Document shall automatically be treated as Second-Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the second-lien collateral agent under such Second-Lien Documents shall be the Second-Lien Collateral Agent for a ll purposes of this Agreement (but otherwise subject to the provisions

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of clause (x) of the proviso to the first sentence of Section 9.3 hereof).  Upon receipt of a notice stating that an Issuer has entered into a new Second-Lien Document (which notice shall include the identity of the new agent, such agent, the “New Second-Lien Agent”), the First-Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as Parent or such New Second-Lien Agent may reasonably request in order to provide to the New Second-Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement.

8.9           Finance and Sale Issues.  (a) If Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Second-Lien Collateral Agent (acting at the direction of the Required Second-Lien Creditors) shall desire to permit the use of Cash Collateral  with respect to any ATA Collateral (or proceeds thereof) on which the Second-Lien Collateral Agent or any other creditor of Parent or any other Grantor has a Lien or to permit Parent or any other Grantor to obtain Post-Petition Financing (including on a priming basis) that is secured by the ATA Collateral, whether from the Second-Lien Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law, then the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the Second-Lien Collateral Agent or to the extent permitted by Section 8.11 hereof) so long as (i) such Cash Collateral use or such Post-Petition Financing is on commercially reasonable terms, (ii) the First-Lien Collateral Agent and the First-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding such Cash Collateral use or such Post-Petition Financing that are materially prejudicial to their interests, (iii) (a) such Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorgan ization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the ATA Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such Indebtedness constituting Second-Lien Obligations) is not secured by any Lien on any ATA Collateral on a basis that is senior to the Liens securing the First-Lien Obligations unless such Liens are senior or pari passu to the Liens securing the Second-Lien Obligations, and (v) the aggregate principal amount of such Post-Petition Financing, when added to the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outst anding under the Second-Lien Documents (except if part of such such Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the Second-Lien Documents, does not exceed the sum of (1) the aggregate principal amount of the Second-Lien Obligations due immediately prior to the commencement of the respective Insolvency or Liquidation Proceeding, plus (2) $5,000,000.  To the extent the Liens on the ATA Collateral securing the Second-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the First-Lien Creditors on the ATA Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition

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Financing (and all Obligations relating thereto), and the Liens securing the First-Lien Obligations shall have the same priority with respect to the ATA Collateral relative to the Liens securing the Second-Lien Obligations as if such Post-Petition Financing had not occurred.

(b)The First-Lien Collateral Agent, on behalf of itself and the other First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any ATA Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Second-Lien Creditors have consented to such sale or disposition of such assets (subject to the Lien attaching to the proceeds of the ATA Collateral in favor of the First-Lien Collateral Agent in the same order and manner as otherwise set fo rth herein).

8.10Relief from the Automatic Stay.  Until the Discharge of Second-Lien Obligations has occurred, the First-Lien Collateral Agent, on behalf of itself and the other First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that none of them shall seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the ATA Collateral, without the prior written consent of the Second-Lien Collateral Agent, unless their motion for adequate protection permit ted under Section 8.11  hereof has been denied by the bankruptcy court having jurisdiction over the Insolvency or Liquidation Proceeding.

8.11         Adequate Protection.  The First-Lien Collateral Agent, on behalf of itself and the other First-Lien Creditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), agrees that none of them shall (i) oppose, object to or contest (or join with or support any third party opposing, objecting to or contesting) (a) any request by the Second-Lien Collateral Agent or the other Second-Lien Creditors for adequate protection in any Insolvency or Liquidation Proceeding (or any granting of such request) or (b) any objection by the Second-Lien Collateral Agent or the other Second-Lien Creditors to any motion, relief, action or proceeding based on the Second-Lien Collateral Agent or the other Second-Lien Creditors claiming a lack of adequate protection or (ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code, in each case with respect to the ATA Collateral except that, (A) if the Second-Lien Collateral Agent or the Second-Lien Creditors are granted adequate protection in the form of replacement Liens on the ATA Collateral, the First-Lien Creditors or the First-Lien Collateral Agent on their behalf may seek or request adequate protection in the form of a replacement Lien on the same ATA Collateral as awarded to the Second-Lien Creditors, which Lien, however, will be subordinated to the Liens securing the Second-Lien Obligations (including any replacement Liens granted in respect of the Second-Lien Obligations) and any Post-Petition Financing secured by the ATA Collateral as permitted by Section 8.9 hereof (and all Obligations relating thereto) on the same basis as the other Liens securing the First-Lien Obligations on the ATA Collateral are so subordinated to the Second-Lien Obligations under this Agreem ent, and (B) if the Second-Lien Collateral Agent or the Second-Lien Creditors are granted non-monetary adequate protection in the form of reports, notices, inspection rights, increased or additional insurance policies and similar forms of non-monetary adequate protection, the First-Lien Creditors or the First-Lien Collateral Agent on their behalf shall be entitled to receive from the respective Grantor similar

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non-monetary adequate protection to the extent provided to the Second-Lien Collateral Agent or the Second-Lien Creditors.

8.12No Waiver; Reorganization Securities.  (a) Solely with respect to the ATA Collateral or as otherwise specified in this Agreement, nothing contained herein shall prohibit or in any way limit the Second-Lien Collateral Agent or any Second-Lien Creditor from objecting on any basis in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the First-Lien Collateral Agent or any other First-Lien Creditor, including the seeking by the First-Lien Collateral Agent or any other First-Lien Creditor of adequate protection or the assertion by the First-Lien Collateral Agent or any other First-Lien Creditor of any of its rights and remedies under the First-Lien Documents or ot herwise.

(b)If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any ATA Collateral are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First-Lien Obligations and on account of Second-Lien Obligations, then, to the extent the debt obligations distributed on account of the First-Lien Obligations and on account of the Second-Lien Obligations are secured by Liens upon the ATA Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

8.13Preference Issues.  If any Second-Lien Creditor is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of Parent or any other Grantor any Recovery, then the Second-Lien Obligations shall be reinstated to the extent of such Recovery and the Second-Lien Creditors shall be entitled to a reinstatement of Second-Lien Obligations with respect to all such recovered amounts.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto fr om such date of reinstatement.  Any amounts received by the First-Lien Collateral Agent or any First-Lien Creditor from the ATA Collateral and on account of the First-Lien Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 8.13, be held in trust for and paid over to the Second-Lien Collateral Agent for the benefit of the Second-Lien Creditors, for application to the reinstated Second-Lien Obligations.  This Section 8.13 shall survive termination of this Agreement.

8.14Post-Petition Interest.  The Second-Lien Collateral Agent and the other Second-Lien Creditors shall be entitled to receive and retain in any Insolvency or Liquidation Proceeding Second-Lien Obligations consisting of post-petition interest, fees or expenses as provided in Section 6.6(b) hereof.  Regardless of whether any such claim for post-petition interest, fees or expenses is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the Second-Lien Creditors, and is intended to provid e the Second-Lien Creditors with the right, to receive payment from the ATA Collateral and, subject to the provisions of Section 6.6 hereof, the other Collateral of all post-petition interest, fees or expenses through distributions made pursuant to the provisions of this Agreement even though such interest, fees and expenses are not allowed or allowable against

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the bankruptcy estate of Parent or any other Grantor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law.

8.15Waiver.  The First-Lien Collateral Agent, for itself and on behalf of the other First-Lien Creditors, waives any claim it may hereafter have against any Second-Lien Creditor arising out of the election by any Second-Lien Creditor of the application to the claims of any Second-Lien Creditor of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any Collateral representing proceeds of ATA Collateral or Post-Petition Financing arrangement secured by ATA Collateral or out of any grant of a security interest in connection with the ATA Collateral in any Insolvency or Liquidation Proceeding.

8.16Limitations.  So long as the Discharge of Second-Lien Obligations has not occurred, without the express written consent of the Second-Lien Collateral Agent, none of the First-Lien Creditors shall (or shall join with or support any third party making, opposing, objecting or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Second-Lien Creditors or the value of any claims of Second-Lien Creditors under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Second-Lien Creditors of interest , fees or expenses under Section 506(b) of the Bankruptcy Code, in each case, to the extent relating to the value of the ATA Collateral.

SECTION 9.  Miscellaneous.

9.1Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of the First-Lien Documents or the Second-Lien Documents, the provisions of this Agreement shall govern and control.  Notwithstanding the foregoing, the parties hereto acknowledge that the terms of this Agreement are not intended to and shall not negate any rights granted to any Grantor in the First-Lien Documents and the Second-Lien Documents or impose any obligations on the Grantors (other than as expressly set forth herein).

9.2Effectiveness; Continuing Nature of this Agreement; Severability.  This Agreement shall become effective when executed and delivered by the parties hereto.  This is a continuing agreement of lien subordination and the Creditors may continue, at any time and without notice to any Collateral Agent or any other Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent or any other Grantor constituting First-Lien Obligations or Second-Lien Obligations, as applicable, in reliance hereon.  Each Collateral Agent, on behalf of itself and the respective Creditors for which it is acting as Collateral Agent, hereby waives any ri ght it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.  The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding.  Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction

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shall not invalidate or render unenforceable such provision in any other jurisdiction.  All references to Parent or any other Grantor shall include Parent or such Grantor as debtor and debtor-in-possession and any receiver or trustee for Parent or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.  This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, the date of the Discharge of Second-Lien Obligations, subject to the rights of Second-Lien Creditors under Section 8.13 herein and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 her eof.

9.3Amendments; Waivers.  No amendment, modification or waiver of any of the provisions of this Agreement by the Second-Lien Collateral Agent or the First-Lien Collateral Agent shall be made unless the same shall be in writing signed on behalf of each party hereto (with the consent of the Required First-Lien Creditors and the Required Second-Lien Creditors); provided that (x) each Collateral Agent may, without the written consent of any other Creditor, agree to modifications of this Agreement for the purpose of securing additional extensions of credit (including pursuant to the First-Lien Documents, the Second-Lien Documents or any Refinancing or extension thereof) and adding n ew creditors as “First-Lien Creditors”, “Second-Lien Creditors”, “Third-Lien Creditors” (as defined below and to the extent applicable) and “Creditors” hereunder, so long as such extensions (and resulting additions) do not otherwise give rise to a violation of the express terms of the First-Lien Documents or the Second-Lien Documents, it being understood and agreed, however, that notwithstanding anything to the contrary contained in this Agreement, to the extent that the Second-Lien Credit Agreement or the Second-Lien Exchange Indenture is Refinanced with Permitted Second Lien Refinancing Indebtedness (as defined in the First-Lien Indenture as in effect on the date hereof), the Liens on all of the Collateral securing such Permitted Second Lien Refinancing Indebtedness (including on the ATA Collateral) shall be junior and subordinated to the Liens on all of the Collateral (including the ATA Collateral) securing the First-Lien Obligations and any remaining Second-Lien Ob ligations after giving effect to the incurrence of such Permitted Second Lien Refinancing Indebtedness on a basis consistent with the terms of this Agreement on which the Liens of the Second-Lien Collateral Agent are subordinated to the Liens of the First-Lien Collateral Agent (and vice versa as it relates to the ATA Collateral) (in which case, if any such then existing Second-Lien Obligations remain outstanding, such Permitted Second Lien Refinancing Indebtedness shall be referred to herein as “Third-Lien Obligations” and the holders thereof as “Third-Lien Creditors”),  and (y) additional Grantors may be added as parties hereto in accordance with the provisions of Section 9.18 of this Agreement.  Each waiver of the terms of this Agreement, if any, shall be a waiver only with respect to the specific instance involved and shall not impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.  Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights, interests, liabilities or privileges are directly affected (it being agreed that the consent of the Grantors shall be required for any amendment, modification or waiver of any provision of this Agreement to the extent that any such amendment, modification or waiver would negate any rights expressly granted to any Grantor in the First-Lien Documents and the Second-Lien Documents or would impose any

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obligations on the Grantors other than as expressly set forth herein or in the First- Lien Documents or the Second- Lien Documents).

9.4Information Concerning Financial Condition of Parent and its Subsidiaries.  The First-Lien Collateral Agent and the First-Lien Creditors, on the one hand, and the Second-Lien Collateral Agent and the other Second-Lien Creditors, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of Parent and its Subsidiaries and all endorsers and/or guarantors of the First-Lien Obligations or the Second-Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First-Lien Obligations or the Second-Lien Obligations.  The First-Lien Collateral Agent  and the other First-Lien Creditors sha ll have no duty to advise the Second-Lien Collateral Agent or any other Second-Lien Creditor of information known to it or them regarding such condition or any such circumstances or otherwise, and the Second-Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to advise the First-Lien Collateral Agent or any other First-Lien Creditor of information known to it or them regarding such condition or any such circumstances or otherwise.  In the event the First-Lien Collateral Agent or any of the other First-Lien Creditors, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second-Lien Collateral Agent or any other Second-Lien Creditor, it or they shall be under no obligation (w) to make, and the First-Lien Collateral Agent and the other First-Lien Creditors shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such inf ormation so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.  In the event the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the First-Lien Collateral Agent or any other First-Lien Creditor, it or they shall be under no obligation (w) to make, and the Second-Lien Collateral Agent and the other Second-Lien Creditors shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provi de any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

9.5Subrogation.

(a)Subject to the Discharge of First-Lien Obligations, with respect to the value of any payments or distributions in cash, property or other assets that the Second-Lien Creditors or Second-Lien Collateral Agent pay over to the First-Lien Collateral Agent or any of the other First-Lien Creditors under the terms of this Agreement, the Second-Lien Creditors and the Second-Lien Collateral Agent shall be subrogated to the rights of the First-Lien Collateral Agent and such other First-Lien Creditors; provided that, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of a ny payment hereunder until the Discharge of First-Lien Obligations has occurred.  Each of Parent and each other Grantor acknowledges and

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agrees that, the value of any payments or distributions in cash, property or other assets received by the Second-Lien Collateral Agent or the other Second-Lien Creditors and paid over to the First-Lien Collateral Agent or the other First-Lien Creditors pursuant to, and applied in accordance with, this Agreement, shall not relieve or reduce and shall not increase any of the Obligations owed by Parent or any other Grantor under the Second-Lien Documents.

(b)Subject to the Discharge of Second-Lien Obligations, with respect to the value of any payments or distributions in cash, property or other assets that the First-Lien Creditors or First-Lien Collateral Agent pay over to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors under the terms of this Agreement with respect to the ATA Collateral, the First-Lien Creditors and the First-Lien Collateral Agent shall be subrogated to the rights of the Second-Lien Collateral Agent and such other Second-Lien Creditors; provided that, the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Second-Lien Obligations has occurred.  Each of Parent and each other Grantor acknowledges and agrees that, the value of any payments or distributions in cash, property or other assets received by the First-Lien Collateral Agent or the other First-Lien Creditors and paid over to the Second-Lien Collateral Agent or the other Second-Lien Creditors pursuant to, and applied in accordance with, this Agreement, shall not relieve or reduce and shall not increase any of the Obligations owed by Parent or any other Grantor under the First-Lien Documents.

9.6Application of Payments.

(a)All payments received by the First-Lien Collateral Agent or the other First-Lien Creditors may be applied, reversed and reapplied, in whole or in part, to such part of the First-Lien Obligations as the First-Lien Creditors, in their sole discretion, deem appropriate in accordance with the First-Lien Documents.  The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, assents to any extension or postponement of the time of payment of the First-Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the First-Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefore.

(b)All payments received by the Second-Lien Collateral Agent or the other Second-Lien Creditors may be applied, reversed and reapplied, in whole or in part, to such part of the Second-Lien Obligations as the Second-Lien Creditors, in their sole discretion, deem appropriate in accordance with the Second-Lien Documents.  The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, assents to any extension or postponement of the time of payment of the Second-Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure any part of the Second-Lien Obligations a nd to the addition or release of any other Person primarily or secondarily liable therefore.

9.7SUBMISSION TO JURISDICTION; WAIVERS.  (a)  THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK

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SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH EACH MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN  SECTION 9.7(a) HEREOF.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE FIRST-LIEN DOCUMENTS A ND THE SECOND-LIEN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.8Notices.  All notices to the Second-Lien Creditors and the First-Lien Creditors permitted or required under this Agreement may be sent to the Second-Lien Collateral Agent and the First-Lien Collateral Agent, respectively.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or four Business Days after deposit in the U.S. mail (registered or certified, with postage prepaid a nd properly addressed).  For the purposes hereof, (i) the addresses of each Collateral Agent shall be as set forth opposite such Collateral Agent’s

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name on the signature pages hereto and (ii) the addresses of each Grantor shall be as set forth in the respective Security Documents, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

9.9           Further Assurances.  Each of the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, Parent and each other Grantor, agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First-Lien Collateral Agent or the Second-Lien Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement.  Each First-Lien Creditor, by its acceptance of the benefits of the First-Lien Documents, agrees to be bound by the agreements herein made by it and the First-Lien Collateral Agent, on its behalf.  Each Second-Lien Creditor, by its acceptance of the be nefits of the Second-Lien Documents, agrees to be bound by the agreements herein made by it and the Second-Lien Collateral Agent, on its behalf.

9.10APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

9.11Binding on Successors and Assigns.  This Agreement shall be binding upon First-Lien Collateral Agent, the other First-Lien Creditors, the Second-Lien Collateral Agent, the other Second-Lien Creditors and their respective successors and assigns.

9.12Specific Performance.  Each of the First-Lien Collateral Agent and the Second-Lien Collateral Agent may demand specific performance of this Agreement.  Each of the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First-Lien Collateral Agent or the Second-Lien Collateral Agent, as the case may be.

9.13Headings.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

9.14Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

9.15Authorization.  By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

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9.16No Third Party Beneficiaries; Effect of Agreement.  This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First-Lien Creditors and the Second-Lien Creditors.  No other Person shall have or be entitled to assert rights or benefits hereunder.  Nothing in this Agreement shall impair, as between each of the Grantors and the First-Lien Collateral Agent and the First-Lien Creditors, on the one hand, and each of the Grantors and the Second-Lien Collateral and the Second-Lien Creditors, on the other hand, the obligations of each Grantor to pay princ ipal, interest, fees and other amounts as provided in the First-Lien Documents and the Second-Lien Documents, respectively.

9.17Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Lien Creditors on the one hand and the Second-Lien Creditors on the other hand.  None of Parent, any other Grantor or any other creditor thereof shall have any rights hereunder.  Nothing in this Agreement is intended to or shall impair the obligations of Parent or any other Grantor, which are absolute and unconditional, to pay the First-Lien Obligations and the Second-Lien Obligations as and when the same shall become due and payable in accordance with the terms of the First-Lien Documents and the Second-Lien Docum ents, respectively.

9.18Grantors; Additional Grantors.  It is understood and agreed that Parent and each other Grantor on the date of this Agreement shall constitute the original Grantors party hereto.  Each Subsidiary of Parent which becomes a Guarantor after the date hereof and is required to become a party hereto (as a Grantor) pursuant to the First-Lien Indenture or the Second-Lien Credit Agreement may become a party hereto by executing delivering a counterpart hereof to the First-Lien Collateral Agent and the Second-Lien Collateral Agent or by executing and delivering a joinder agreement in form and substance reasonably satisfactory to each Collateral Agent.  The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person which becomes a Guarantor at any time (and any security granted by any such Person) shall be subject to the provisions hereof as fully as if same constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.

* * *

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

Notice Address:	FIRST-LIEN COLLATERAL AGENT
Attention:	WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as First­Lien Collateral Agent
Telephone No.: (      )
Telecopier No.: (      )	By:	/s/ Elizabeth T. Wagner
		Name: Elizabeth T. Wagner
		Title: Vice President

Intercreditor Agreement

	SECOND-LIEN COLLATERAL AGENT
Notice Address:	JEFFERIES FINANCE LLC, in its capacity as Second­Lien Collateral Agent
520 Madison Avenue
18th Floor	By:	/s/ E. Joseph Hess
New York, New York 10022		Name: E. Joseph Hess
Attention: E. Joseph Hess		Title: Managing Director
Telephone No.: (212) 284-8168
Telecopier No.: (212) 284-3444

Intercreditor Agreement

GLOBAL AVIATION HOLDINGS INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
NORTH AMERICAN AIRLINES, INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
WORLD AIRWAYS, INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
NEW ATA ACQUISITION INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
NEW ATA INVESTMENT INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
WORLD AIR HOLDINGS, INC.,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel:

Intercreditor Agreement

WORLD AIRWAYS PARTS COMPANY, LLC,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel
GLOBAL AVIATION VENTURES SPV LLC,
as Grantor
By:	/s/ Mark M. McMillin
Name: Mark M. McMillin
Title: Sr. VP, General Counsel

Intercreditor Agreement

EX-10.20

Exhibit 10.20

EXECUTION COPY

SECOND-LIEN TERM LOAN CREDIT AGREEMENT,

dated as of September 29, 2009,

among

GLOBAL AVIATION HOLDINGS INC.,

NORTH AMERICAN AIRLINES, INC.

and

WORLD AIRWAYS, INC.,
as Borrowers,

and

CERTAIN OTHER SUBSIDIARIES OF
GLOBAL AVIATION HOLDINGS INC. PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.01	Defined Terms	1
Section 1.02	Terms Generally	31
Section 1.03	Rounding	31
ARTICLE II THE CREDITS		31
Section 2.01	Commitments	31
Section 2.02	Loans	31
Section 2.03	Borrowing Procedure	32
Section 2.04	Evidence of Debt; Repayment of Loans	33
Section 2.05	Fees	33
Section 2.06	Interest on Loans	34
Section 2.07	Termination and Reduction of Commitments	34
Section 2.08	Maturity	34
Section 2.09	Optional Prepayments of Loans	35
Section 2.10	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	36
Section 2.11	Taxes	37
Section 2.12	Capital Requirements	40
Section 2.13	Mitigation Obligations; Replacement of Lenders	40
ARTICLE III REPRESENTATIONS AND WARRANTIES		41
Section 3.01	No Material Misstatements	41
Section 3.02	Subsidiaries	41
Section 3.03	Corporate Existence	41
Section 3.04	Equity Interests	42
Section 3.05	Authorization; Enforceability	42
Section 3.06	No Conflicts; No Default	42
Section 3.07	Litigation; Compliance with Legal Requirements	43
Section 3.08	Properties	44
Section 3.09	Taxes	44
Section 3.10	Intellectual Property	44
Section 3.11	Financial Statements; Absence of Material Adverse Change	44
Section 3.12	Solvency	45
Section 3.13	ERISA	45
Section 3.14	Labor Matters	46
Section 3.15	Federal Reserve Regulations	46
Section 3.16	Investment Company Act, etc.	46
Section 3.17	Environmental Matters	46
Section 3.18	Collateral	46
Section 3.19	Certificates	47
Section 3.20	Insurance	47

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Section 3.21	Money Laundering Laws; Foreign Corrupt Practices Act	47
Section 3.22	Use of Proceeds	48
ARTICLE IV CONDITIONS TO LOANS		48
Section 4.01	Conditions to Loans	48
ARTICLE V COVENANTS		52
Section 5.01	Reports	52
Section 5.02	Compliance Certificate	54
Section 5.03	Taxes	54
Section 5.04	Stay, Extension and Usury Laws	54
Section 5.05	Restricted Payments	54
Section 5.06	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	57
Section 5.07	Indebtedness	58
Section 5.08	Asset Sales	61
Section 5.09	Transactions with Affiliates	62
Section 5.10	Liens	63
Section 5.11	Corporate Existence	64
Section 5.12	Sale and Leaseback Transactions	64
Section 5.13	Issuances and Sales of Equity Interests in Subsidiaries	64
Section 5.14	Business Activities	64
Section 5.15	Minimum Consolidated Cash Flow	65
Section 5.16	Payments for Consent	65
Section 5.17	Subsidiary Guarantees	65
Section 5.18	Further Assurances	66
Section 5.19	Mortgages	66
Section 5.20	Changes in Accounting Periods	67
Section 5.21	Maintenance of Property and Insurance	68
Section 5.22	Merger, Consolidation or Sale of All or Substantially All Assets	68
Section 5.23	Exchange Notes	70
Section 5.24	Amendments to Exchange Note Indenture	71
Section 5.25	Inspection Rights	71
ARTICLE VI LOAN GUARANTEE		71
Section 6.01	The Guarantee	71
Section 6.02	The Loan Guarantee	73
Section 6.03	Execution and Additional Guarantors	74
Section 6.04	Subrogation	74
Section 6.05	Benefits Acknowledged	74
Section 6.06	Release of Guarantees	74
ARTICLE VII EVENTS OF DEFAULT		74
Section 7.01	Events of Default	74

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ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT		77
Section 8.01	Appointment	77
Section 8.02	Agent in Its Individual Capacity	78
Section 8.03	Exculpatory Provisions	78
Section 8.04	Reliance by Agent	79
Section 8.05	Delegation of Duties	79
Section 8.06	Successor Agent	80
Section 8.07	Non-Reliance on Agent and Other Lenders	80
Section 8.08	Indemnification	80
ARTICLE IX MISCELLANEOUS		81
Section 9.01	Notices	81
Section 9.02	Waivers; Amendment	83
Section 9.03	Expenses; Indemnity; Damage Waiver	85
Section 9.04	Successors and Assigns	88
Section 9.05	Survival of Agreement	91
Section 9.06	Counterparts; Integration; Effectiveness	91
Section 9.07	Severability	91
Section 9.08	Right of Setoff	91
Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	92
Section 9.10	Waiver of Jury Trial	92
Section 9.11	Headings; No Adverse Interpretation of Other Agreements	93
Section 9.12	Confidentiality	93
Section 9.13	Interest Rate Limitation	94
Section 9.14	Assignment and Acceptance	94
Section 9.15	Obligations Absolute	94
Section 9.16	Waiver of Defenses; Absence of Fiduciary Duties	95
Section 9.17	USA Patriot Act	95
Section 9.18	Judgment Currency	95
Section 9.19	Other Liens On Collateral; Terms of Intercreditor Agreement; Etc.	96
Section 9.20	Release of Liens	96

ANNEXES
Annex I	Initial Lenders and Commitments
SCHEDULES
Schedule 3.02	Subsidiaries and Capitalization
Schedule 3.04	Options, Warrants and Convertible Securities
Schedule 3.07(a)	Proceedings
Schedule 3.07(b)	Permits
Schedule 3.11(a)	Material Weaknesses
Schedule 3.11(b)	Financial Statement Matters

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Schedule 3.11(c)	Material Adverse Change
Schedule 3.14	Labor Matters
Schedule 3.17	Environmental Matters
Schedule 3.18(a)	Collateral Filing Jurisdictions
Schedule 3.18(b)	Owned and Leased Aircraft
Schedule 3.20	Insurance Matters
Schedule 3.21	OFAC
Schedule 5.09	Affiliate Agreements
EXHIBITS
Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Intercompany Note
Exhibit D	[Intentionally Omitted]
Exhibit E	Form of Compliance Certificate
Exhibit F	Form of Note
Exhibit G	Form of Security Agreement
Exhibit H	Form of Non-Bank Certificate
Exhibit I	Form of Intercreditor Agreement
Exhibit J	Form of Solvency Certificate
Exhibit K-1	Form of Opinion of Cravath, Swaine & Moore LLP
Exhibit K-2	Form of Opinion of Richards, Layton & Finger, P.A.
Exhibit K-3	Form of Opinion of General Counsel of Loan Parties
Exhibit L	Form of Joinder Agreement

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SECOND-LIEN TERM LOAN CREDIT AGREEMENT

This SECOND-LIEN TERM LOAN CREDIT AGREEMENT (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”), dated as of September 29, 2009, among Global Aviation Holdings Inc., a Delaware corporation (“Parent”), North American Airlines, Inc., a Delaware corporation (“NAA”), World Airways, Inc., a Delaware corporation (“WAI” and, together with Parent and NAA; the “Borrowers”, and each a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Loans on the Closing Date, in an aggregate principal amount not in excess of $72,500,000.

WHEREAS, the proceeds of the Loans are to be used to prepay all outstanding Indebtedness under the Jefferies Credit Agreement and to pay fees and expenses in connection with the Transactions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the other Loan Documents, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01         Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“Acquired Debt” shall mean, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Parent or such acquisition, merger or consolidation.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other Person appointed as the successor administrative agent pursuant to Article VIII.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(a).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form supplied from time to time by the Administrative Agent.

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“Advisors” shall mean legal counsel (including local, foreign and in-house counsel), auditors, accountants, consultants, appraisers, engineers or other advisors.

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 20% or more of the Voting Stock of a Person shall be deemed to be control.

“Affiliate Transaction” shall have the meaning assigned to such term in Section 5.09.

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Aircraft Acquisition Debt” shall mean a Capital Lease Obligation, a sale and leaseback transaction or an Aircraft Lease Transaction in each case incurred by Parent or any Restricted Subsidiary of Parent in connection with an acquisition of any aircraft (including the related engines and spare engines), (i) which obligation (x) either constitutes all or part of the purchase price thereof, or is incurred prior to, at the time of or within one year after the acquisition thereof for the purpose of financing or refinancing part of the purchase price thereof and (y) is non-recourse other than to the assets financed, and (ii) which equipment was not owned by Parent or any Restricted Subsidiary of Parent immediately prior to such purchase.

“Aircraft Lease Transaction” shall mean any lease (other than a lease creating Capital Lease Obligations) by any Borrower or Guarantor of aircraft, related engines or spare engines, spare parts or other related equipment (including ground equipment) from any Person other than any Borrower or Guarantor for an initial term (inclusive of renewal terms solely at the option of such Borrower or Guarantor, as the case may be) of at least 12 months.

“Aircraft Mortgage” shall mean each of the mortgages and deeds of trust made by any Borrower or Guarantor with respect to an aircraft owned by it in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties.

“Airport Authority” shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“Applicable Agreements” shall have the meaning assigned to such term in Section 3.06(a).

“Approved Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or investing in bank and other commercial loans and

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similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrow Air” shall mean Arrow Air, Inc., a Delaware corporation.

“Asset Acquisition” shall mean, with respect to any Person, (x) an Investment by such Person or any Restricted Subsidiary of such Person in any third Person pursuant to which such third Person shall become a Restricted Subsidiary of such Person or any Restricted Subsidiary of such Person, or shall be merged with or into such Person or any Restricted Subsidiary of such Person, or (y) the acquisition by such Person or any Restricted Subsidiary of such Person of the assets of any third Person (other than a Restricted Subsidiary of such Person) which constitute all or substantially all of the assets of such third Person or comprise any division or line of business of such third Person or any other properties or assets of such third Person other than in the ordinary course of business.

“Asset Sale” shall mean (x) the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback), (y) the issue or sale by Parent or any of its Subsidiaries of Equity Interests of any of Parent’s Restricted Subsidiaries (other than director’s qualifying shares or nominal amounts of shares required by applicable law to be held by a Person other than Parent or a Wholly-Owned Restricted Subsidiary), or (z) any Casualty Event; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent and its Restricted Subsidiaries taken as a whole will be governed by Section 5.22 and not by Section 5.08.  Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales:

(i)            a transfer, sale or other disposition of assets to a Borrower or a Guarantor or by a Restricted Subsidiary that is not a Guarantor or a Borrower to another Restricted Subsidiary that is not a Guarantor or a Borrower;

(ii)           an issuance, sale, transfer or other disposition of Equity Interests by a Restricted Subsidiary to Parent or to another Restricted Subsidiary;

(iii)          a Restricted Payment that is permitted by Section 5.05 or a Permitted Investment;

(iv)          any sale, lease, sublease or other disposition of assets that are no longer useful by Parent or any of its Restricted Subsidiaries or are damaged, worn-out or obsolete;

(v)           the sale or other disposition of Cash Equivalents;

(vi)          any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $2,000,000;

(vii)         leases or subleases of facilities which are temporarily not in use or pending their disposition;

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(viii)        the licensing of intellectual property that does not materially interfere with the business of Parent and its Restricted Subsidiaries; and

(ix)           the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required pursuant to Section 9.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit A, or such other form as shall be approved by the Administrative Agent.

“ATA Assets” shall mean any distributions pursuant to, or on account of, the First Amended Chapter 11 Plan of ATA Airlines, Inc., the Liquidating Trust Agreement for the ATA Plan Trust or otherwise in respect of the estate of ATA Airlines, Inc., together with any property or assets received upon any Asset Sale involving the rights in respect thereof.

“ATA Chapter 11 Plan” shall mean the First Amended Chapter 11 Plan of ATA Airlines, Inc., dated February 3, 2009, and all amendments, modifications and supplements thereto.

“ATA Distribution Offer” shall have the meaning assigned to such term in the Senior Note Indenture.

“ATA Excess Distribution Offer” shall have the meaning assigned to such term in Section 2.09(b).

“ATA Excess Proceeds” shall have the meaning assigned to such term in the Senior Note Indenture.

“Attributable Debt” in respect of a sale and leaseback transaction occurring on or after the Closing Date shall mean, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended); provided, however, if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

“Bankruptcy Code” shall mean Title 11 of the U.S. Code, as amended, or any successor statute.

“Bankruptcy Law” shall mean the Bankruptcy Code or any similar federal, state or foreign law for the relief of debtors.

“Beneficial Owner” shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to

4

acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.  The term “beneficial ownership” has a corresponding meaning.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor thereto).

“Board of Directors” shall mean (i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to a partnership, the board of directors of the general partner of the partnership, (iii) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of such company or of the sole member or of the managing member thereof and (iv) with respect to any other Person, the board of directors or committee of such Person serving a similar function.

“Borrower” and “Borrowers” shall have the meaning assigned to each term in the preamble hereto.

“Borrowing” shall mean Loans made on the same date.

“Borrowing Request” shall mean a request by the Borrowers in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close.

“Capital Expenditures” shall mean for any period expenditures (including Capital Lease Obligations, but excluding expenditures made with the proceeds of casualty insurance or reinvestment of proceeds of asset dispositions as expressly permitted under Section 5.08) in respect of the purchase or other acquisition of fixed or capital assets that have a useful life of more than one year and that are required to be capitalized in conformity with GAAP.

“Capital Lease Obligation” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Requirements” shall mean, as to any Person, any matter, directly or indirectly, (i) regarding capital adequacy, capital ratios, capital requirements, the calculation of such Person’s capital or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by such Person or any Person controlling such Person (including any holding company), or the manner in which such Person or any Person controlling such Person (including any holding company), allocates capital to any of its contingent liabilities (including letters of credit), advances, acceptances, commitments, assets or liabilities.

“Cash Equivalents” shall mean:

(i)            Dollars;

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(ii)           securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 90 days from the date of acquisition;

(iii)          certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or a U.S. branch of a foreign bank having capital and surplus, at the time of acquisition thereof, in excess of $750,000,000 and having, at the time of acquisition thereof, one of the two highest ratings obtainable from either Standard & Poor’s Rating Services, Inc. or Moody’s Investor Service, Inc. and a Thomson Bank Watch Rating of “B” or better;

(iv)          securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Services, Inc. or Moody’s Investor Service, Inc.; and

(v)           money market funds, at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (iv) of this definition.

“Casualty Event” shall mean any taking under power of eminent domain or similar proceeding and any insured loss (excluding business interruption) of any assets or rights of Parent or any of its Restricted Subsidiaries.

“Change in Law” shall mean the adoption of or any change in any applicable law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date.

A “Change of Control” shall mean the occurrence of any of the following:

(i)            any sale, lease, exchange or other transfer (other than a Lien permitted by Section 5.10 or by way of consolidation or merger), in one transaction or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Agreement) other than in all such cases to one or more Permitted Holders;

(ii)           the approval by the holders of Equity Interests of Parent of any plan or proposal for the liquidation or dissolution of Parent (whether or not otherwise in compliance with the provisions of this Agreement);

(iii)          any Person or Group (other than the Permitted Holders and any entity controlled by the Permitted Holders) shall become the Beneficial Owner, directly or indirectly,

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of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent; or

(iv)          the replacement over a two-year period of a majority of the Board of Directors of Parent and such replacement shall not have been approved by a vote of at least a majority of the Continuing Directors.

“Change of Control Transaction” shall mean any sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, or any merger or consolidation of Parent, in each case that would constitute a Change of Control.

“Charges” shall have the meaning assigned to such term in Section 9.13.

“Claims” shall have the meaning assigned to such term in Section 9.03(b).

“Closing Date” shall mean the date of the incurrence of the Loans hereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean “Collateral” as such term is defined in the Security Agreement, all property mortgaged under the Mortgages and Aircraft Mortgages and any other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations under this Agreement or the other Loan Documents is granted or purported to be granted under any Collateral Agreement.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Collateral Agreements” shall mean the Intercreditor Agreement, the Security Agreement, each Mortgage, each Aircraft Mortgage, each Deposit Account Control Agreement and each other security agreement, pledge agreement or other security document delivered to the Collateral Agent to grant a security interest in any property as collateral for the Loan Obligations.

“Commission” shall mean the Securities and Exchange Commission, and any successor thereto.

“Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make a Loan hereunder in the amount set forth on Annex I to this Agreement or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender assumed its Commitment.  The aggregate principal amount of the Lenders’ Commitments on the Closing Date is $72,500,000.

“Communications” shall have the meaning assigned to such term in Section 9.01(d).

“Companies” shall mean Parent and its Restricted Subsidiaries; and “Company” shall mean any one of them.

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“Compliance Certificate” shall mean a certificate of a Financial Officer of Parent substantially in the form of Exhibit E.

“Consolidated Cash Flow” shall mean, with respect to any Person for any period, the sum (without duplication) of:

(i)            Consolidated Net Income for such period; and

(ii)           to the extent Consolidated Net Income for such period has been reduced thereby:

(a)           all income taxes of such Person and its Restricted Subsidiaries, paid or accrued in accordance with GAAP for such period;

(b)           Consolidated Interest Expense for such period;

(c)           Consolidated Non-Cash Charges for such period;

(d)           any fees, expenses or charges for such period related to the offering of the Senior Notes, the issuance of the Senior Exchange Notes, the borrowing of loans under the Jefferies Credit Agreement, the borrowing of the Loans and the issuance of the Exchange Notes and any refinancing of the Loans or the Exchange Notes;

(e)           expenses or charges arising from the litigation relating to the guarantees by Parent of the obligations of ATA Airlines Inc. as lessee under aircraft leases in an aggregate amount not to exceed $3,000,000; and

(f)            expenses or charges relating to the parking of aircraft (I) paid or accrued in 2009 in an aggregate amount not to exceed $5,000,000 or (II) paid or accrued in 2010 in an aggregate amount not to exceed $2,500,000;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries for such period in accordance with GAAP.

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, the sum of, without duplication, the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations (paid or accrued), imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations (including fees and premiums)), in each case to the extent that any such expense was deducted in computing such Consoli dated Net Income on a consolidated basis for such Person and its Restricted Subsidiaries for such period and determined in accordance with GAAP.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a

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consolidated basis, determined in accordance with GAAP, provided that there shall be excluded therefrom (without duplication):

(1)           gains or losses from Asset Sales (without regard to the $2,000,000 limitation set forth in the definition thereof) or other dispositions, abandonments or reserves relating thereto or the extinguishment of any Indebtedness, together with any related provision for taxes on such gains or losses;

(2)           extraordinary gains and extraordinary losses, together with any related provision for taxes on such extraordinary gains or extraordinary losses;

(3)           the net income or loss of any Person acquired prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;

(4)           solely for the purpose of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under Section 5.05 and for purposes of Section 5.15, the net income (but not loss) of any Restricted Subsidiary of Parent (excluding any Borrower or Guarantor) to the extent, but only to the extent, that the declaration and/or payment of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise;

(5)           all gains realized on or because of the purchase or other acquisition by Parent or any of its Restricted Subsidiaries of any securities of such Person or any of its Restricted Subsidiaries;

(6)           any goodwill impairment charges or other non-cash long-term asset impairment charges;

(7)           the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

(8)           any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Closing Date;

(9)           income or loss attributable to discontinued operations (including, without limitation, operations disposed or during such period whether or not such operations were classified as discontinued);

(10)         in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

(11)         any non-cash expenses or charges resulting from the grant of stock, stock options or other equity-based awards; and

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(12)         any gains (or income) resulting from (or in respect of any distribution of) the ATA Assets.

“Consolidated Non-Cash Charges” shall mean, with respect to any Person and its Restricted Subsidiaries, for any period, depreciation, amortization (including impairment of goodwill and amortization of other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of any Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, minus non-cash items increasing such Consolidated Net Income for such period (other than accruals of revenue in the ordinary course of business and re versals in such period of an accrual of, or reserve for, a cash charge in another period) on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP.

“Continuing Directors” shall mean, as of any date of determination, any member of the Board of Directors of Parent who (i) was a member of such Board of Directors on the Closing Date, (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (iii) was nominated for election to such Board of Directors by a Permitted Holder.

“Default” shall mean any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(b).

“Deposit Account Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Disqualified Interests” shall mean any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the sole option of the holder thereof (except in each case, upon the occurrence of a Change of Control or to the extent such Equity Interest is only redeemable or exchangeable into Qualified Equity Interests), in whole or in part, on or prior to the date that is 91 days after the Final Maturity Date, for cash or is convertible into or exchangeable for debt securities of Parent or its Subsidiaries at any time prior to such date; provided, however , that any Equity Interests that would constitute Disqualified Interests solely because the holders thereof have the right to require Parent to repurchase or redeem such Equity Interests upon the occurrence of a Change of Control shall not constitute Disqualified Interests if the terms of such Equity Interests provide that Parent may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 5.05.

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“Dollars” or “$” shall mean lawful money of the United States.

“Domestic Restricted Subsidiary” shall mean any Restricted Subsidiary of Parent that is not a Foreign Subsidiary.

“DOT” shall mean the U.S. Department of Transportation and any successor thereto.

“Environment” shall mean any surface or subsurface natural resource, including air, land, soil, surface waters, ground waters, stream and river sediments and biota (whether outdoor or indoor).

“Environmental Law” shall mean any and all applicable laws relating to the Environment or human safety or health as it relates to the Environment.

“Environmental Permit” shall mean any permit, license, approval, consent, registration, notification, exemption or other authorization required by or from a Governmental Authority under any Environmental Law.

“Equity Interests” shall mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition) and (v) all warrants, options or other rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Equity Interests).

“ERISA” shall mean the United States Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean a corporation, trade or business that is, along with Parent or any Subsidiary thereof, a member of a controlled group of corporations or a controlled group of trades or businesses and would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Event of Default” shall have the meaning assigned to such term in Article VII.

“Excess Proceeds” shall have the meaning assigned to such term in Section 5.08.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Exchange Note” shall mean each note issued under the Exchange Note Indenture delivered pursuant to Section 5.23; collectively, the “Exchange Notes”.

“Exchange Note Holder” shall mean each Person in whose name an Exchange Note is registered.

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“Exchange Note Indenture” shall mean an indenture, having terms and conditions substantially the same as the Loans (with such changes therein as the Borrowers and the Administrative Agent may approve with respect to the elimination of provisions contained in this Agreement that are customary for a credit agreement but would not be customary for an indenture for registered notes and with such other changes therein as the Borrowers and the Administrative Agent, with the consent of the Required Lenders or, as the case may be, such greater number of Lenders as may be specified pursuant to Section 9.02 with respect to a given term or condition, may approve), if and when executed and delivered by the Borrowers, the Guarantors and the trustee thereunder, as amended, waived, supplemented or otherwise modified from time to time.

“Exchange Note Trustee” shall have the meaning assigned to such term in Section 5.23(a).

“Exchange Request” shall have the meaning assigned to such term in Section 5.23(b).

“Existing Credit Agreement” shall mean the Amended and Restated Term Loan Agreement, dated as of August 14, 2007, and amended and restated as of June 3, 2008, among New ATA, as borrower thereunder, SPV, as the sole lender thereunder, and Jefferies Finance LLC, as administrative agent, as amended, restated, modified or supplemented from time to time, including by that certain amendment to the Existing Credit Agreement, dated as of August 13, 2009.

“FAA” shall mean the Federal Aviation Administration of the United States and any successor thereto.

“Fair Market Value” shall mean the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the management of Parent; provided that the Fair Market Value of any asset other than cash or Cash Equivalents in excess of $3,000,000 shall be determined by the Board of Directors of Parent, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such Fair Market Value exceeds $10,000,000.

“FCPA” shall have the meaning assigned to such term in Section 3.21(a).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary to the next 1/100th of 1%) of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean the Administrative Agent Fees and the other fees referred to in Section 2.05.

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“Final Maturity Date” shall mean September 29, 2014, or, if such date is not a Business Day, the next succeeding Business Day.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“First Lien Notes” shall mean the Senior Notes and any Permitted Refinancing Indebtedness in respect thereof that is secured by the Collateral and subject to the terms of the Intercreditor Agreement.

“First Lien Note Indenture” shall mean the Senior Note Indenture and any other indenture or agreement governing the terms of any other First Lien Notes.

“Fixed Charge Coverage Ratio” shall mean, with respect to any Person, the ratio of total Consolidated Cash Flow of such Person and its Restricted Subsidiaries during the four full fiscal quarters most recently completed for which internal financial statements are available (the “Four Quarter Period”) and ending prior to the date of the transaction giving rise to the need to calculate such ratio (the “Transaction Date”) to Fixed Charges of such Person for such Four Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, Consolidated Cash Flow and Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(i)            the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries, or the issuance or redemption of any preferred stock by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (or the issuance or redemption or other repayment of any other preferred stock) by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof), occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the fi rst day of the Four Quarter Period; and

(ii)           any Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Debt and also including any Consolidated Cash Flow attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness) occurred on the first day of the Four Quarter Period.

In calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to

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have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (b) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreement.

“Fixed Charges” shall mean, with respect to any Person for any period, the sum, without duplication, of

(i)            Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, but excluding amortization of debt issuance costs and write-off of deferred financing costs of such Person and its Restricted Subsidiaries during such period and any premium or penalty paid in connection with redeeming or retiring Indebtedness of such Person and its Restricted Subsidiaries prior to Stated Maturity thereof;

(ii)           the product of (a) all cash dividend payments on any series of preferred equity of such Person or any of its Restricted Subsidiaries paid during such period to any Person other than such Person or any of its Restricted Subsidiaries times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory income tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; and

(iii)          to the extent not included in clause (ii) above, the amount of all dividends or distributions made during such period pursuant to clause (ix) or (x) of Section 5.05(b).

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or entity treated as a corporation created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States Persons have the authority to control all substantial decisions of such trust.

“Foreign Subsidiary” shall mean any Restricted Subsidiary of Parent that is a “controlled foreign corporation,” within the meaning of section 957 of the Code.

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession of the United States, as in effect on the Closing Date.

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“Governmental Authority” shall mean any federal, state, local or foreign (whether civil, criminal, military or otherwise) court, central bank or governmental agency, tribunal, authority, instrumentality or regulatory body or any subdivision thereof or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group” shall have the meaning assigned to such term in the definition of Change of Control in this Section 1.01.

“Guarantee” shall mean a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantor” shall mean any Restricted Subsidiary of Parent that Guarantees the Loans and the other Loan Obligations in accordance with the provisions of this Agreement, and its respective successors and assigns.

“Hazardous Materials” shall mean hazardous substances, hazardous wastes, hazardous materials, polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs, asbestos or any asbestos-containing materials in any form or condition, lead-based paint, urea formaldehyde, pesticides, radon or any other radioactive materials including any source, special nuclear or by-product material, petroleum, petroleum products, petroleum-derived substances, crude oil or any fraction thereof or any other pollutants, contaminants, chemicals, wastes, materials, compounds, constituents or substances, to the extent defined under or subject to regulation under any Environmental Laws.

“Hedging Obligations” shall mean, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk, (ii) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk, and (iii) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Heirs” of any individual shall mean such individual’s estate, spouse, lineal relatives (including adoptive descendants), administrator, committee or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any spouse or lineal relatives (including adoptive descendants) of such individual.

“Indebtedness” shall mean, with respect to any Person (without duplication):

(i)            the principal of and premium (if any) in respect of obligations of such Person, whether or not contingent, for borrowed money or evidenced by bonds, notes, debentures or similar instruments;

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(ii)           the principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, whether or not then due (except to the extent such reimbursement obligation relates to trade payables and such obligation is satisfied within 30 days of incurrence);

(iii)          all Capital Lease Obligations of such Person;

(iv)          the principal component of all obligations of such Person issued or assumed as the balance deferred and unpaid of the purchase price of any property or services (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(v)           net obligations of such Person under Hedging Obligations (the amount of such obligations to be equal at any time to the termination value of such arrangement giving rise to such obligation that would be payable by such Person at such time);

(vi)          Attributable Debt of such Person;

(vii)         all Disqualified Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any;

(viii)        guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (vii) above; and

(ix)           all Obligations of any other Person of the type referred to in clauses (i) through (vii) which are secured by any Lien on any property or asset of such Person, the amount of any such Obligation being deemed to be the lesser of the Fair Market Value of the property or asset securing such Obligation or the amount of such Obligation.

The amount of any Indebtedness outstanding as of any date shall be the accreted value thereof in the case of any Indebtedness issued with original issue discount.  For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Interests as if such Disqualified Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement.  Notwithstanding the foregoing, in connection with the Asset Acquisition or other purchase by Parent or any of its Restricted Subsidiaries of any business or assets not in the ordinary course of business, the term “Indebtedness” will exclude post closing payment adjustments to which the seller may become entitled to the extent such payment is determined b y a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

“Indemnitee” shall have the meaning assigned to such term in Section 9.03(b).

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“Information” shall have the meaning assigned to such term in Section 9.12.

“Insolvency Proceeding” shall have the meaning assigned to such term in the definition of “Obligations” in this Section 1.01.

“Insurance Subsidiary” shall mean any Restricted Subsidiary of Parent whose activities are limited to those of a captive insurance company for Parent and its Restricted Subsidiaries.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.10.

“Intercompany Note” shall mean the intercompany demand promissory note substantially in the form of Exhibit C or such other form approved by the Administrative Agent.

“Intercreditor Agreement” shall mean the Intercreditor Agreement, in the form of Exhibit I, dated as of August 13, 2009, as amended by that certain Notice of Refinancing and Supplement No. 1 dated as of September 29, 2009, among Parent, certain Subsidiaries of Parent from time to time party thereto, Wells Fargo Bank, National Association, as first lien collateral agent, and the Collateral Agent as in effect on the date hereof and thereafter as amended from time to time in accordance with the terms hereof and thereof.

“Interest Payment Date” shall mean (a) September 30 and March 31 of each year (or if such date is not a Business Day, the first Business Day thereafter), commencing March 31, 2010, and (b) the Final Maturity Date and, after such maturity, on each date on which demand for payment is made.

“Investments” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for worker’s compensation, in each case, in the ordinary course of business that are required to be recorded in accordance with GAAP as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person and also excluding commissions, travel and similar advances to officers and employees made consistent with past practices) and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities.  If Parent or any of its Restricted Subsi diaries sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the last sentence of Section 5.05.  Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes in value.

“IPO” shall mean an underwritten initial public offering registered under the Securities Act of 1933, as amended, of Equity Interests of Parent.

“Jefferies Credit Agreement” shall mean the Second Lien Term Loan Agreement, dated as of August 13, 2009, among Parent, NAA, WAI, the guarantors party thereto, the lending

17

institutions party thereto, Jefferies Finance LLC, as lead arranger, as book manager, as documentation agent, as administrative agent, as collateral agent and as syndication agent, as the same may have been amended, modified or supplemented from time to time through the date hereof.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit L.

“Judgment Currency” shall have the meaning assigned to such term in Section 9.18(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 9.18(a).

“Lenders” shall mean (a) the financial institutions and other Persons party hereto as “Lenders” on the date hereof, and (b) each financial institution or other Person that becomes a party hereto pursuant to an Assignment and Acceptance, in each case for clauses (a) and (b) subject to any subsequent Assignment and Acceptance pursuant to which any such Person ceases to be party hereto.

“Lessor Maintenance Reserve Accounts” shall mean accounts paid in by a lessee and held by a lessor for reimbursement of certain aircraft maintenance obligations.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest).

“Liquidating Trust Agreement” shall mean the First Amended and Restated Liquidating Trust Agreement for the ATA Plan Trust, dated July 23, 2009, by and between ATA Airlines, Inc. for the benefit of the Beneficiaries entitled to the Plan Trust Assets (as each such term is defined in the ATA Chapter 11 Plan) and Steven S. Turoff, as plan trustee, as the same may be amended, modified or supplemented from time to time.

“Loan Documents” shall mean this Agreement, the Notes (if any), the Collateral Agreements and each Joinder Agreement.

“Loan Guarantee” shall mean each Guarantee provided by a Guarantor under Article VI.

“Loan Obligations” shall mean all of the Obligations of the Loan Parties under the Loan Documents.

“Loan Parties” shall mean the Borrowers and the Guarantors.

“Loans” shall mean the term loans made by the Lenders to the Borrowers pursuant to Section 2.01.

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“Make-Whole Amount” shall mean, with respect to any principal amount of Loans that is prepaid pursuant to Section 2.09(a)(i), an amount equal to the sum of the present value as of such date of prepayment of (a) the Prepayment Premium with respect to such principal amount of Loans that would have been payable pursuant to Section 2.09(a) if such principal amount of Loans had been prepaid on the day following the second anniversary of the Closing Date plus (b) the amount of interest that would have been payable in respect of such principal amount of Loans from the date of such prepayment through and including the second anniversary of the Closing Date if such prepayment had not been made (excluding accrued but unpaid interest, if any, to such date of prepayment), computed using a discount rate equal to the Treasury Rate as of such date of prepayment plus 0 .50%.

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.03.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.13.

“Money Laundering Laws” shall have the meaning assigned to such term in Section 3.21(b).

“Mortgage” shall mean each of the mortgages, deeds of trust, deeds to secure debt or assignments of the foregoing or other similar documents delivered by any Borrower or Guarantor pursuant to the terms of this Agreement that create, in favor of the Collateral Agent, Liens on any fee interest in real property owned by any Borrower or Guarantor, as the case may be.

“Mortgaged Property” shall mean each real property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.19.

“NAA” shall have the meaning assigned to such term in the preamble hereto.

“Net Proceeds” shall mean the aggregate cash proceeds received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, (i) actual, reasonable and necessary legal, title, recording, accounting and investment banking fees, sales commissions, and any severance and relocation expenses incurred as a result thereof, (ii) all taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (iii) amounts required to be applied to the repayment of Indebtedness secured by a prior Lien on the a sset or assets that were the subject of such Asset Sale, (iv) appropriate amounts to be provided by Parent or any of its Restricted Subsidiaries as a reserve, (1) against any liabilities associated with such Asset Sale and retained by Parent or any of its Restricted Subsidiaries after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, or (2) for adjustment in respect of the sale price of the property or assets that are the subject of such Asset Sale; and (v) amounts required to be paid to any Person (other than Parent or any of its Restricted Subsidiaries) owning a beneficial interest in the assets that are the subject of the Asset Sale.

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“New ATA” shall mean New ATA Acquisition, Inc., a Delaware corporation.

“Non-Excluded Taxes” shall have the meaning assigned to such term in Section 2.11(a).

“Notes” shall mean any Notes evidencing the Loans, issued pursuant to Section 2.04(e), if any, substantially in the form of Exhibit F.

“Obligations” shall mean all loans, advances, debts, principal, interest (including any interest that accrues after the commencement of a bankruptcy, insolvency, receivership or other similar proceeding (an “Insolvency Proceeding”) at the applicable interest rate, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, obligations (including indemnification obligations), fees, trustee fees, expenses and indemnities provided for in any documentation governing Indebtedness (including any fees, expenses or indemnities that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts required to be paid or reimbursed under any documentation governing Indebtedness or by law or otherwise, and all guarantees of the foregoing amounts.

“OFAC” shall have the meaning assigned to such term in Section 3.21(c).

“Officer” shall mean, with respect to any Person, the chairman of the board, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary or any vice-president of such Person.

“Officer’s Certificate” shall mean a certificate signed on behalf of the Borrowers by an Officer of each Borrower, which Officer shall be the principal executive officer, the principal financial officer or the principal accounting officer of such Borrower.

“Order” shall mean any judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction.

“Organizational Documents” shall mean, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or deed of incorporation and by-laws (or similar documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person (and, where applicable, the equityholders or shareholders registry of such Person), (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in any other case, the functional equivalent of the foreg oing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such Person.

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“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Parent” shall have the meaning assigned to such term in the preamble hereto.

“Participant” shall have the meaning assigned to such term in Section 9.04(e).

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“Permits” shall have the meaning assigned to such term in Section 3.07(b).

“Permitted Business” shall mean the business of Parent and its Restricted Subsidiaries, as conducted by Parent and its Restricted Subsidiaries on the Closing Date, and other businesses that are ancillary or related thereto.

“Permitted Debt” shall have the meaning assigned to such term in Section 5.07(c).

“Permitted Holders” shall mean MatlinPatterson Global Advisers LLC and its majority owned and controlled Affiliates.

“Permitted Investment” shall mean:

(i)            any Investment in a Borrower or a Guarantor;

(ii)           any Investment in Cash Equivalents; provided, that not more than $5,000,000 in the aggregate of Cash Equivalents of the Loan Parties shall be held in Excluded Accounts (as defined in the Security Agreement) of the type described in subsection (ii) of the definition thereof that are not subject to a perfected Lien in favor of Collateral Agent;

(iii)          any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 5.08;

(iv)          any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Interests) of Parent;

(v)           Investments represented by guarantees that are otherwise permitted under this Agreement;

(vi)          Investments existing on the Closing Date or made pursuant to commitments in existence on (and as in effect on) the Closing Date;

(vii)         Investments in the Senior Notes;

(viii)        Investments in securities of trade creditors or customers of Parent and its Restricted Subsidiaries received pursuant to any plan of reorganization or similar arrangement

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upon the bankruptcy or insolvency of such trade creditors or customers in exchange for claims against such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors and customers;

(ix)           advances to and deposits with suppliers and customers of Parent and its Restricted Subsidiaries in the ordinary course of business;

(x)            loans and advances solely in respect of relocation expenses to employees of Parent and its Restricted Subsidiaries that are not directors of Parent and its Restricted Subsidiaries in the ordinary course of business not in excess of $500,000 at any one time outstanding in the aggregate;

(xi)           payroll, travel, and similar advances made in the ordinary course of business to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;

(xii)          deposits in Lessor Maintenance Reserve Accounts;

(xiii)         Investments required by any applicable rule, regulation, order or law in any Insurance Subsidiary; and

(xiv)        other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments at any one time outstanding made pursuant to this clause (xiv) since the Closing Date, not to exceed $2,500,000 in the aggregate.

“Permitted Liens” shall mean:

(i)            Liens securing Indebtedness under the Senior Note Documents and any Permitted Refinancing Indebtedness in respect thereof in each case to the extent that the Indebtedness represented thereby was permitted by the terms of Section 5.07(c)(i) and the Intercreditor Agreement; provided that any such Liens shall be subject to the terms of the Intercreditor Agreement;

(ii)           Liens in favor of Parent or its Restricted Subsidiaries;

(iii)          Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 5.07(c)(iv), which Liens shall cover only the assets acquired, constructed, installed, designed, sold and leased-back or improved with the proceeds of such Indebtedness;

(iv)          Liens upon specific items of inventory or other goods and proceeds of any Person or deposits made securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(v)           Liens incurred or deposits made securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(vi)          Liens arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(vii)         Liens under the Collateral Agreements securing the Loans, all other Loan Obligations, the Exchange Notes and all other Obligations under the Exchange Note Indenture;

(viii)        (a) Liens securing Permitted Refinancing Indebtedness, provided, that such Liens (x) taken as a whole are no less favorable to the Lenders (including with respect to priority) and are not more favorable in any material respect to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness that is being refinanced and (y) do not extend to or cover any property or assets of Parent or any of its Subsidiaries not securing the Indebtedness that is being refinanced; and (b) Liens securing Third Priority Claims, provided, that such Liens securing Third Priority Claims (x) taken as a whole are no less favorable to the Lenders and are not more favorable in any material respect to the lienholders with respect to such Liens than the Liens in respect of the Loans, (y) do not extend to or cover any property or assets of Parent or any of its Subsidiaries not securing the Loans and (z) are subordinated to the Liens on all of the Collateral securing the Loan Obligations and are subject to all of the terms and conditions of the Intercreditor Agreement;

(ix)           Liens existing on the Closing Date;

(x)            the interests of lessors or lessees under operating leases, real estate leases (other than Capital Lease Obligations) or non exclusive licensors or licensees under license agreements in the property subject to such lease or license or precautionary financing statements filed with respect to other transactions not involving the incurrence of Indebtedness;

(xi)           Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Parent or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(xii)          statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law or pursuant to customary reservations or retentions of title incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(xiii)         Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;

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(xiv)        banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business incurred in connection with the maintenance of such bank accounts;

(xv)         deposits made in the ordinary course of business to secure appeal bonds in connection with obtaining such bonds or liability to insurance carriers, lessors, utilities and other service providers;

(xvi)        survey exceptions, easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries;

(xvii)       Liens arising or granted in favor of Persons performing credit card processing services, travel charge processing services, clearinghouse services or similar services;

(xviii)      deposits in Trust Tax Accounts in favor of governmental taxing authorities arising as a matter of law to secure payment of governmental taxes imposed on airline tickets;

(xix)         Liens imposed by applicable law on the assets of Parent or any of its Restricted Subsidiaries located at an airport for the benefit of any nation or government or national or governmental authority of any nation, state, province or other political subdivision thereof, and any agency, department, regulator, Airport Authority, air navigation authority or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in respect of the regulation of commercial aviation or the registration, airworthiness or operation of civil aircraft and having jurisdiction over Parent or such Restricted Subsidiary including, without limitation, the FAA or DOT;

(xx)          deposits in Lessor Maintenance Reserve Accounts;

(xxi)         deposits made with issuers of surety, performance or other bonds or guarantees or securing obligations in respect of letters of credit issued in the ordinary course of business not to exceed $5,000,000 in the aggregate at any one time outstanding;

(xxii)        deposits made with counterparties to secure Hedging Obligations permitted to be incurred pursuant to Section 5.07(c)(xv); and

(xxiii)       Liens incurred in the ordinary course of business of Parent or any Restricted Subsidiary of Parent with respect to Obligations that do not exceed $5,000,000 in the aggregate at any one time outstanding.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness of Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, redeem, replace, defease or refund other Indebtedness of Parent or any of its Restricted Subsidiaries; provided that:

(i)            the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus fees, expenses, premiums, defeasance costs and accrued interest on, the

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Indebtedness so extended, refinanced, renewed, redeemed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(ii)           such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, redeemed, replaced, defeased or refunded;

(iii)          if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans, or constitutes Disqualified Interests, then the Permitted Refinancing Indebtedness shall have a final maturity date later than the Final Maturity Date of, and be subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, redeemed, replaced, defeased or refunded; and

(iv)          such Indebtedness is incurred by a Borrower, a Guarantor or the Restricted Subsidiary of Parent who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Permitted Third Lien Refinancing Indebtedness” shall mean any Indebtedness of Parent or any of its Restricted Subsidiaries or Equity Interests of Parent issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, redeem, replace, defease or refund Indebtedness under this Agreement, the Exchange Note Indenture or any other Permitted Third Lien Refinancing Indebtedness (other than, in either case, the Exchange Notes); provided that:

(i)            the principal amount (or accreted value, if applicable) of such Permitted Third Lien Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus fees, expenses, premiums, defeasance costs and accrued interest on, the Indebtedness so extended, refinanced, renewed, redeemed, replaced, defeased or refunded (plus the amount of reasonable fees and expenses incurred in connection therewith);

(ii)           the maturity date of such Permitted Third Lien Refinancing Indebtedness is at least six months after the Final Maturity Date and there are no scheduled amortization, mandatory redemption, sinking fund or similar payments with respect to such Permitted Third Lien Refinancing Indebtedness before such date (other than principal payments upon a change of control, with net cash proceeds of assets sales or with net cash proceeds of the ATA Assets not applied to the prepayment of Loans or repurchase of Exchange Notes in an ATA Excess Distribution Offer, in each case, subject to the terms of, and on terms not less favorable to Parent and its Restricted Subsidiaries than the comparable provisions of, this Agreement);

(iii)          the yield to maturity and mandatory cash-pay portion of the interest rate of such Permitted Third Lien Refinancing Indebtedness (excluding any yield attributable to Equity Interests issued in connection with such Permitted Third Lien Refinancing Indebtedness (other than dividends or distributions on any such Equity Interests required in accordance with the terms thereof)) are not greater than 26.5% per annum and 15.01% per annum, respectively;

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(iv)          such Permitted Third Lien Refinancing Indebtedness is incurred either by a Borrower or a Guarantor who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(v)           the covenants of such Permitted Third Lien Refinancing Indebtedness taken as a whole are not materially less favorable to Parent and its Restricted Subsidiaries than the covenants contained in this Agreement; and

(vi)          no Lien securing such Permitted Third Lien Refinancing Indebtedness shall attach to an asset that does not constitute Collateral and all Liens securing such Permitted Third Lien Refinancing Indebtedness shall rank junior in priority, pursuant to the Intercreditor Agreement or otherwise, to the Liens securing the Loan Obligations.

“Person” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“PIK Portion” shall mean a portion of the per annum rate of interest applicable to each Loan pursuant to Section 2.06(a) equal to 6.00%.

“Platform” shall have the meaning assigned to such term in Section 9.01(d).

“Premises” shall have the meaning assigned to such term in Section 5.19.

“Prepayment Premium” shall mean, as of any date of determination with respect to a given amount of Loans, the Make-Whole Amount or the prepayment premium, in each case that would be payable pursuant to Section 2.09(a) in the event of an optional prepayment of such Loans by the Borrowers on such date.

“Proceedings” shall have the meaning assigned to such term in Section 3.07(a).

“Qualified Equity Interest” shall mean an Equity Interest that is not a Disqualified Interest.

“Register” shall have the meaning assigned to such term in Section 9.04(c).

“Registration Rights Agreement” shall mean a Registration Rights Agreement, in form and substance similar to the Senior Notes Registration Rights Agreement (as in effect on the date hereof) or otherwise reasonably satisfactory to Parent and the Administrative Agent (with the consent of the Required Lenders), entered into in connection with the issuance of the Exchange Notes in accordance with this Agreement, as amended, waived, supplemented or otherwise modified from time to time.

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act as from time to time in effect and all official rulings and interpretations thereunder or thereof.

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“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Person” shall mean, with respect to any Person, (a) each Affiliate of such Person and each of the officers, directors, partners, Administrative Agents, employees, affiliates, shareholders, Advisors, agents, attorneys-in-fact and Controlling Persons of each of the foregoing, and (b) if such Person is an Agent, each other Person designated, nominated or otherwise mandated by or assisting such Agent pursuant to Section 8.05 or any comparable provision of any Loan Document.

“Remaining ATA Excess Proceeds” shall have the meaning assigned to such term in Section 2.09(b).

“Required Lenders” shall mean, at any date of determination, Lenders holding Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding and unused Commitments at such time, provided that Loans and unused Commitments held by any Borrower, Subsidiary or Permitted Holder shall be deemed not to be outstanding for the purpose of calculating the Required Lenders.

“Restricted Investment” shall mean an Investment other than a Permitted Investment.

“Restricted Payments” shall have the meaning assigned to such term in Section 5.05.

“Restricted Subsidiary” of a Person shall mean any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent and the Lenders.

“Securities Act” shall mean the Securities Act of 1933.

“Security Agreement” shall mean a Second-Lien Security Agreement substantially in the form of Exhibit G among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof and hereof.

“Senior Note Documents” shall mean the Senior Notes, the Senior Note Indenture, the Senior Note Guarantees (to the extent not otherwise part of the Senior Note Indenture itself), the First-Lien Security Agreement, dated as of August 13, 2009, among the Borrowers, the Guarantors and Wells Fargo Bank, National Association, as first lien collateral agent, and all other documents executed and delivered with respect to the Senior Notes or the Senior Note Indenture.

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“Senior Note Guarantees” shall mean the Guarantees by the Guarantors of the Obligations of the Borrowers under the Senior Note Documents.

“Senior Note Indenture” shall mean the Indenture, dated as of August 13, 2009, as amended by the Supplemental Indenture dated as of September 28, 2009, among the Borrowers, the Guarantors and Wells Fargo Bank, National Association, as trustee, as the same may be amended, modified or supplemented from time to time.

“Senior Notes” shall mean the Borrowers’ 14% Senior Secured First Lien Notes due 2013 issued pursuant to the Senior Note Indenture and any registered notes (the “Senior Exchange Notes”) issued by the Borrowers in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Senior Notes Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of August 13, 2009, entered into in connection with the issuance of the Senior Notes, as amended, waived, supplemented or otherwise modified from time to time.

“Significant Subsidiary” shall mean any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Closing Date.

“SPV” shall mean Global Aviation Ventures SPV LLC, a Delaware limited liability company.

“Stated Maturity” shall mean, with respect to any installment of interest, premium or principal on any series of Indebtedness, the date on which such payment of interest, premium or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, premium or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” shall mean, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Test Period” shall mean, at any time, the period of four consecutive fiscal quarters of Parent then last ended, taken as one accounting period.

“Third Priority Claims” shall mean Indebtedness under any Permitted Third Lien Refinancing Indebtedness and all other Obligations under the documents relating to such Permitted Third Lien Refinancing Indebtedness.

“Transactions” shall mean the execution, delivery and performance by the Loan Parties of the Loan Documents, the incurrence of the Loans hereunder and the use of proceeds thereof.

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“Treasury Rate” shall mean, as of any prepayment date, the yield to maturity as of such prepayment date of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such prepayment date (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the period from the prepayment date to the second anniversary of the Closing Date; provided, however, that if the period from the prepayment date to the second anniversary of the Closing Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Tax Accounts” shall mean trust tax accounts that hold deposits relating to transportation ticket taxes and fees, including, but not limited to, federal excise tax and passenger facility charges, collected from passengers until such time as such amounts are remitted to the applicable governmental agency.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“United States” and “U.S.” shall mean the United States of America.

“Unrestricted Subsidiary” shall mean, with respect to any Person:

(1)           any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(2)           any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of such Person may designate any Subsidiary (other than a Borrower, but including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, a Borrower or any other Subsidiary of a Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(1)           the Borrowers certify to the Administrative Agent that such designation complies with Section 5.05; and

(2)           each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of Parent or any of its Restricted Subsidiaries or any of their assets.

The Board of Directors of such Person may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

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(1)           immediately after giving effect to such designation, the Borrowers are able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 5.07; and

(2)           immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of such Person shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 5.05, the portion of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of Parent and its Restricted Subsidiaries in such Subsidiary shall be deemed to be an Investment.

“Voting Stock” of any Person as of any date shall mean the Equity Interests of such Person that are at the time entitled to vote in the election of the Board of Directors of such Person.

“WAI” shall have the meaning assigned to such term in the preamble hereto.

“Warrants” shall mean penny warrants for the purchase of 3.0% in the aggregate of the fully diluted Equity Interests in Parent.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Domestic Restricted Subsidiary” of any Person shall mean a Domestic Restricted Subsidiary of such Person all of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares and other nominal amounts required to be held by local nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Domestic Restricted Subsidiaries of such Person.

“Wholly-Owned Restricted Subsidiary” of any Person shall mean a Restricted Subsidiary of such Person all of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares and other nominal amounts required to be held by local nationals under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

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Section 1.02         Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “individually or in the aggregate.”  The words “asset” and “property” shall be construed to have the same meaning and effect.  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated and (e) any reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.  This Section 1.02 shall apply, mutatis mutandis, to all Loan Documents.

Section 1.03         Rounding.  Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number.

ARTICLE II
THE CREDITS

Section 2.01         Commitments.  Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make a Loan to the Borrowers (such Loan to be the joint and several obligation of the Borrowers) on the Closing Date in the principal amount equal to its Commitment.  Amounts paid or prepaid in respect of Loans may not be reborrowed.  Notwithstanding anything to the contrary contained herein, the funded portion of each Loan to be made on the Closing Date (i.e., the amount advanced to the Borrowers on the Closing Date) shall be equal to 89.655% of the principal amount of such Loan (it being agreed that the full principal amount of each such Loan will be deemed outstanding on the Closing Date and the Borrowers shall be obligated to repay 100% of the principal amount of each such Loan as provided hereunder).

Section 2.02         Loans.  (a)  Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its

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obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).

(b)           Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate from time to time not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Borrowers in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders within two Business Days.

(c)           Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount.  If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of the Borrowers, the interest rate applicable at the time to the Loans.  If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(c) shall cease.

Section 2.03         Borrowing Procedure.  To request the incurrence of the Loans hereunder on the Closing Date, the Borrowers shall deliver, by hand delivery or telecopy (or transmit by other electronic transmission), a duly completed and executed Borrowing Request to the Administrative Agent not later than 10:00 a.m., New York City time, on the Closing Date.  Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(a)           the aggregate amount of such Borrowing;

(b)           the date of such Borrowing, which shall be a Business Day;

(c)           the location and number of a Borrower’s account (or such other account as the Borrowers may direct) to which funds are to be disbursed; and

(d)           that the conditions set forth in Section 4.01 are satisfied as of the date of the notice.

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Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04         Evidence of Debt; Repayment of Loans.  (a)  The Borrowers jointly and severally hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender, the principal amount of each Loan of such Lender as provided in Section 2.08.

(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)           The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)           The entries made in the accounts maintained pursuant to Sections 2.04(b) and (c) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers and the other Loan Parties to pay, and perform, the Loan Obligations in accordance with the Loan Documents.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Lender shall control in the absence of manifest error.

(e)           Any Lender by written notice to the Borrowers (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a promissory note.  In such event, the Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns in the form of Exhibit F.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns.

Section 2.05         Fees.

(a)           Administrative Agent Fees.  The Borrowers jointly and severally agree to pay to the Administrative Agent, for its own account, the administrative fees and expenses and such other fees and expenses payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent (the “Administrative Agent Fees”).

(b)           Lender Fees.  The Borrowers jointly and severally agree to pay the Lenders, for their own accounts, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the applicable Lenders.

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(c)           Payment of Fees.  All Fees and expenses shall be paid on the dates due, in immediately available funds in Dollars, to the Administrative Agent and, to the extent applicable, for distribution to the Lenders.  Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.06         Interest on Loans.  (a)  Subject to the provisions of Section 2.06(b), the Loans shall bear interest at a rate per annum equal to 18.00%.

(b)           Notwithstanding the foregoing, overdue principal, interest and other Loan Obligations shall bear interest, after as well as before judgment, at a per annum rate equal to 2.0% plus the rate otherwise applicable to such Loan as provided in Section 2.06(a) (the “Default Rate”).

(c)           Accrued interest on each Loan shall be payable in cash in arrears on each Interest Payment Date; provided that (i) accrued interest on the Loans attributable to the PIK Portion shall be paid in kind by capitalizing such interest and adding it to the aggregate principal amount of the Loans of each Lender on a pro rata basis, on the Interest Payment Date, (ii) interest accrued pursuant to Section 2.06(b) (including interest on past due interest) and all interest accrued but unpaid on or after the Final Maturity Date shall be payable on demand and (iii) in the event of any repayment or prepayment of any Loan (including, without limitation, any repayment or prepayment pursuant to Section 2.09), accrued interest on the principal amount repaid or prepaid shall be payable on the d ate of such repayment or prepayment.  Any interest capitalized in accordance with subsection (i) of the foregoing proviso shall thereafter bear interest as a Loan in accordance with this Section 2.06.

(d)           All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day); provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any Insolvency Proceeding.

Section 2.07         Termination and Reduction of Commitments.  The Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date.

Section 2.08         Maturity.  To the extent not previously irrevocably paid in full in cash, all Loans shall be due and payable (and the Borrowers jointly and severally agree to pay all Loan Obligations in full) on the Final Maturity Date.

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Section 2.09         Optional Prepayments of Loans.

(a)           Optional Prepayments.  The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.09 and without premium except as set forth in this Section 2.09. All voluntary prepayments of Loans pursuant to this Section 2.09(a) (i) on or prior to the second anniversary of the Closing Date shall be accompanied by a prepayment premium equal to the Make-Whole Amount, (ii) after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date shall be accompanied by a prepayment premium equal to 6.00% of the aggregate principal amount of such prepayments, and (iii) after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date shall be accompanied by a prepayment premium equal to 4.00% of the aggregate principal amount of such prepayments.  Each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $500,000 (or such other integral or minimum amount as may be approved by the Administrative Agent).

(b)           ATA Distributions.  To the extent that any ATA Excess Proceeds remain (without giving effect to the last sentence of Section 4.24(b) of the Indenture) after the consummation of an ATA Distribution Offer (the “Remaining ATA Excess Proceeds”), the Borrowers shall make an offer to all Lenders and all Exchange Note Holders to repay with all such Remaining ATA Excess Proceeds (an “ATA Excess Distribution Offer”) the maximum principal amount of Loans and Exchange Notes that may be repaid out of such remaining ATA Excess Proceeds, at a repayment price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of repayment, not more than 10 Business Days following the completion of the corresponding ATA Distributi on Offer.  To the extent that any Remaining ATA Excess Proceeds remain after consummation of an ATA Excess Distribution Offer, Borrowers may use such Remaining ATA Excess Proceeds for any purpose not otherwise prohibited hereunder and the amount of Remaining ATA Excess Proceeds shall be reset at zero.  If the aggregate principal amount of Loans and Exchange Notes tendered into such ATA Excess Distribution Offer exceeds the amount of available Remaining ATA Excess Proceeds, the Borrowers shall repay the Loans and Exchange Notes on a pro rata basis.  Notwithstanding, the foregoing, the Borrowers shall not be required to make an ATA Excess Distribution Offer unless the aggregate Remaining ATA Excess Proceeds with respect to an applicable ATA Distribution Offer shall exceed $1,300,000.

(c)           Change of Control and IPO Optional Prepayments.  In the event that (i) a Change of Control Transaction or (ii) an IPO occurs, in each case after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, the Borrowers shall have the right, on the date of consummation of such Change of Control Transaction or, in the case of an IPO, at any time and from time to time after the consummation of such IPO and on or prior to the second anniversary of the Closing Date to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.09 and without premium except as set forth in this Section 2.09(c). All voluntary prepayments of Loans pursuant to this Section 2.09(c) shall be accompanied by a prepayment prem ium equal to 18.00% of the aggregate principal amount of such prepayments.  Each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $500,000 (or such other integral or minimum amount as may be approved by the Administrative Agent).

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(d)           Notice of Prepayment.  The Borrowers shall notify the Administrative Agent by written notice of any prepayment hereunder not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment.  Except as otherwise provided below in this Section 2.09(d), each such notice shall be irrevocable.  Each such notice shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid.  Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under this Section 2.09(d) if such prepayment would have resulted from a refinancing of all or any portion of the Loans, which refinancing shall not be consummated or shall otherwise be delayed.  Promptly foll owing receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Such notice to the Lenders may be by electronic communication.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.09.  All prepayments pursuant to this Section 2.09 shall be accompanied by payment in cash of accrued but unpaid interest (including interest attributable to the PIK Portion) on the principal amount of Loans so prepaid.

Section 2.10         Payments Generally; Pro Rata Treatment; Sharing of Setoffs.  (a)  The Borrowers shall jointly and severally make each payment (whether of principal, interest or fees, or of amounts payable under Section 2.11 or 2.12 or otherwise) required to be made by them hereunder or under any other Loan Document on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on t he next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 625 Marquette Ave., Mac N9311-100, Minneapolis, MN 55479 Attn:  David Bergstrom, except that payments pursuant to Sections 2.11, 2.12 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in Dollars.

(b)           If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)           If any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 9.08) or otherwise (including by exercise of its rights under the Collateral Agreements), obtain payment in respect of any principal of or interest on any of its

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Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender (other than as a result of an election by such Lender pursuant to Section 2.09(b)), then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of t his Section 2.10(c) shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Parent or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.10(c) shall apply).  Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.  If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this < u>Section 2.10(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.10(c) to share in the benefits of the recovery of such secured claim.

(d)           Unless the Administrative Agent shall have received written notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(e)           If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(b), 2.10(d) or 9.03(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.11         Taxes.  (a)  All payments made by the Loan Parties under this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied,

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collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which such recipient is organized or in which its applicable lending office is located.  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest and any such other amounts payable hereunder at the rates and in the amounts specified in this Agreement, provided, however, that no Loan Party shall be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of clause (d) of this Section 2.11 or (ii) (other than in the case of a Lender that becomes a Lender pursuant to Section 2.13(b)) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or at the time such Lender changes its applicable lending office), except to the extent that, in the case of an assignment, such Lender’s assignor was entitled, at the time of assignment, and, in the case of a change in lending office, such Lender was entitled, prior to the time of such change, to receive additional amounts from the Borrowers with respect to such Non-Excluded Taxes pursuant to this paragraph.

(b)           In addition, without limiting the provisions of Section 2.11(a), the Borrowers shall jointly and severally pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)           Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrowers, (i) the Borrowers shall notify the Administrative Agent of any requirement to withhold, deduct or pay such Non-Excluded Taxes or Other Taxes as soon as the Borrowers become aware of it; (ii) the Borrowers shall pay any such Non-Excluded Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made, in the case of a liability to pay imposed on a Loan Party, for its own account or, in the case of a liability to pay imposed on the Administrative Agent or such Lender, as the case may be, on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; and (iii) the Borrowers shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the c ase may be, a certified copy of an original official receipt received by the Borrowers from the relevant Governmental Authority showing payment thereof as promptly as possible after such payment.  If the Borrowers fail to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrowers shall jointly and severally indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.

(d)           Each Foreign Lender shall deliver to the Borrowers and the Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN (or successor form) or Form W-8ECI (or successor form), or, in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to

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payments of “portfolio interest”, a “Non-Bank Certificate” in the form of Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Foreign Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrowers under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Foreign Lender on or before the date it becomes entitled to a payment under this Agreement.  In addition, each Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender.  Each Foreign Lender shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrowers.&# 160; Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.

(e)           If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.11, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.11 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund and only so long as no Default or Event of Default then exists), net of all out-of-pocket expenses (including any Taxes imposed with respect to such refund) of the Administrative Agent or such Lender, as determined by the Administrative Agent or such Lender, as applic able, in its sole discretion, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrowers, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

(f)            Each Loan Party shall indemnify the Administrative Agent and each Lender within ten days after written demand therefor, for the full amount of any Non-Excluded Taxes (except for Non-Excluded Taxes to the extent covered by the proviso set forth in Section 2.11(a)) or Other Taxes (and, in each case, any interest, additions to tax or penalties applicable thereto) paid by the Administrative Agent or such Lender, as applicable, arising from or relating to this Agreement, any other Loan Document or any payment hereunder or thereunder (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.11) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes (or interest, additions t o tax or penalties applicable thereto) were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to such Loan Party by a Lender or by the Administrative Agent shall be conclusive absent manifest error.

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(g)           The agreements in this Section 2.11 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 2.12         Capital Requirements.  (a)  If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding Capital Requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers jointly and severally will pa y to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company, for any such reduction suffered.

(b)           A certificate as to any additional amounts payable pursuant to this Section 2.12 submitted by any Lender to the Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  Notwithstanding anything to the contrary in this Section 2.12, the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.12 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrowers of such Lender’s intention to claim compensation therefor; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.  The obligations of the Borrowers pursuant to this Section 2. 12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 2.13         Mitigation Obligations; Replacement of Lenders.

(a)           Mitigation of Obligations.  If any Lender requests compensation under Section 2.12, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 2.11 or Section 2.12, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense, (iii) w ould not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous to such Lender.  The Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.  A certificate setting forth such costs and expenses submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error.

(b)           Replacement of Lenders.  In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.12, (ii) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.11, (iii) any Lender fails to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrowers that requires the consent of

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100% of the Lenders or 100% of all affected Lenders and, which, in each case, has been consented to by the Required Lenders or a majority in interest of the affected Lenders, as the case may be, or (iv) any Lender defaults in its obligations to make Loans or other extensions of credit hereunder, the Borrowers may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any applicable law, (y) the Borrowers shall have received the prior written acknowledgment of the Administrative Agent, which acknowledgment shall not unreasonably be withheld or delayed, and (z) the Borrowers or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest and any prepayment premium or penalty (if any) accrued to the date of such payment on the outstanding Loans of such Lender affected by such assignment plus all Fees and other amounts owing to or accrued for the account of such Lender hereunder.  Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.13(b).

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders that as of the Closing Date:

Section 3.01         No Material Misstatements.  No information, report, certificate, Borrowing Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with any Loan Document or included therein or delivered pursuant thereto, taken as a whole, contained any untrue statement of a material fact, or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 3.02         Subsidiaries.  As of the Closing Date, each corporation, partnership, or other entity in which Parent, directly or indirectly through any of its Subsidiaries, owns more than fifty percent (50%) of any class of Equity Interests is listed on Schedule 3.02 and Schedule 3.02 correctly sets forth as of the Closing Date the jurisdiction of organization of, and the issued and outstanding Equity Interests, and the owner of such Equity Interests, of each Subsidiary of Parent.  Each Subsidiary of Parent that is a Foreign Subsidiary has an asterisk (“*”) next to its name on such schedule.  As of the Closing Date, there are no Unrestricted Subsidiaries.

Section 3.03         Corporate Existence.  Each Company (i) has been duly organized or formed, as the case may be, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other

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entity as the case may be, authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (x) the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of Parent and its Restricted Subsidiaries, taken as a whole, and (y) the enforceability of the Collateral Agreements or the attachment, perfection or priority of any of the Liens or security interests intended to be created thereby (each, a “Material Adverse Effect”).

Section 3.04         Equity Interests.  (a)  All of the issued and outstanding shares of capital stock of Parent have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of, and are not subject to, any preemptive or similar rights.

(b)           Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the outstanding shares of capital stock and other Equity Interests of each of Parent’s Subsidiaries are owned, directly or indirectly, by Parent, free and clear of all Liens, other than Permitted Liens and those imposed by the Securities Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions and the Loan Documents.

(c)           Except as disclosed in Schedule 3.04, there are no outstanding (A) options, warrants or other rights to purchase or subscribe for any Equity Interests of, or any securities convertible into or exchangeable for, or (B) agreements, contracts, arrangements or other obligations of any Company to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C) shares of capital stock of or other ownership or Equity Interests in any Company.

Section 3.05         Authorization; Enforceability.  (a)  Each Loan Party has all the requisite corporate power or other power and authority, to execute, deliver and perform its respective obligations under the Loan Documents to which it is a party and to consummate the transactions contemplated thereby.

(b)           The Loan Documents have been duly and validly authorized, executed and delivered by each of the Loan Parties party thereto.  Each of the Loan Documents, when executed and delivered by the Loan Parties party thereto, will constitute a legal, valid and binding obligation of each such Loan Party, enforceable against such Loan Party in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

Section 3.06         No Conflicts; No Default.  (a)  No Company is in violation of its Organizational Documents.  No Company is (i) in violation of any Federal, state, local or foreign statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation or order of any Governmental Authority applicable to any of them or any of their respective properties or (ii) in breach of or default under any bond, debenture, note or other

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evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by which any of them or their respective properties is bound (collectively, “Applicable Agreements”), except, in the case of each of preceding clauses (i) and (ii), for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           Neither the execution, delivery or performance by any Loan Party of the Loan Documents to which it is a party nor the consummation of any transactions contemplated therein will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any Person (other than consents already obtained and in full force and effect) under, or result in the imposition of (or the obligation to create) a Lien on any assets of any Company (except for Liens pursuant to the Collateral Agreements and the Senior Note Documents) under or pursuant to the Organizational Documents of such Loan Party, any Federal, state, local or foreign statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation or order of any Governmental Authority applic able to such Loan Party or any of its properties or any Applicable Agreement, except for such conflicts, violations, breaches, defaults, lack of any consents or imposition of Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Entry by the Loan Parties into and performance by the Loan Parties of the Loan Documents will not result in a default under any Senior Note Document.

(c)           No consent, approval, authorization or order of any Governmental Authority or third party is required for the incurrence of the Loans by the Borrowers or the consummation by the Loan Parties of the other Transactions.  No injunction or order has been issued that would prevent or suspend the effectiveness of the Loan Documents in any jurisdiction.

(d)           No Default or Event of Default exists.

Section 3.07         Litigation; Compliance with Legal Requirements.  (a)  There is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding, domestic or foreign (collectively, “Proceedings”), pending or, to the knowledge of any Company, threatened, that either (i) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Loan Documents or any of the transactions contemplated therein, or (ii) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except in the case of preceding clauses (i) and (ii), as set forth on Schedule 3.07(a).

(b)           Each Company possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as now or proposed to be conducted (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no Company has received any notice of any proceeding relating to revocation or modification of any such Permit, except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.07(b).

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Section 3.08         Properties.  Each Company has good and marketable title to all real property owned by it and good title to all personal property owned by it and good and valid title to all leasehold estates in real property and personal property being leased by it and all such property (real and personal) and interests are free and clear of all Liens, except (i) Permitted Liens, (ii) such as do not materially interfere with the use made and proposed to be made of such property by any Company or (iii) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.09         Taxes.  All Tax returns required to be filed by the Companies have been filed and all such returns are true, complete, and correct in all material respects.  All material Taxes that are due from the Companies have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.  To the knowledge of each Company, there are no actual or proposed Tax assessments against the Companies that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The accruals and reserves on the books and records of the Companies in respect of a ny material Tax liability for any period not finally determined are adequate to meet any assessments of Tax for any such period.  For purposes of this Agreement, the term “Tax” and “Taxes” shall mean all Federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto.

Section 3.10         Intellectual Property.  Each Company owns, or is licensed under, and has the right to use, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property”) necessary for the conduct of its businesses as now conducted and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  To the knowledge of each Company, no claims or notices of any potential claim have been asserted by any person challenging the use of any such Intellectual Property by any Company o r questioning the validity or effectiveness of the Intellectual Property or any license or agreement related thereto (other than any claims that, if successful, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect).  To the knowledge of each Company, the use of such Intellectual Property by any Company will not infringe on the Intellectual Property rights of any other person, except for such use that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.11         Financial Statements; Absence of Material Adverse Change.  (a)  The Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management’s general or specific authorization, (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material d ifferences.  Except as described in Schedule 3.11(a), since the end of Parent’s and its Subsidiaries’ most recent audited fiscal year, there has been (1) no material weakness in the Companies’ internal

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control over financial reporting (whether or not remediated) and (2) no change in the Companies’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companies’ internal control over financial reporting.

(b)           Except as set forth on Schedule 3.11(b), the audited consolidated financial statements and related notes of Parent and its Subsidiaries for the fiscal years ended December 31, 2007 and December 31, 2008 and the unaudited consolidated financial statements and related notes of Parent and its Subsidiaries for the fiscal quarter ended June 30, 2009 present fairly in all material respects the financial position, results of operations and cash flows of Parent and its Subsidiaries, as of the respective dates and for the respective periods to which they apply and have been prepared in accordance with GAAP (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes) and the requirements of Regulation S-X.  The financial projections provided to the Lenders prior to the Closing Date have been prepared in good faith based upon assumptions believed by Parent to be reasonable when made.

(c)           Except as set forth on Schedule 3.11(c), since June 30, 2009, there has not been any material adverse change in the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Companies taken as a whole.

Section 3.12         Solvency.  On the Closing Date, after giving pro forma effect to the incurrence of the Loans and the other Transactions, the Loan Parties, on a consolidated basis, (i) will be solvent, (ii) will have sufficient capital for carrying on their business and (iii) will be able to pay their debts as they mature.  As used in this paragraph, the term “solvent” means, with respect to a particular date, that on such date (w) the present fair market value (or present fair saleable value) of the assets of the Loan Parties, on a consolidated basis, are not less than the total amount required to pay the liabilities of the Loan Parties, on a consolidated basis, on their total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (x) the Loan Parties, on a consolidated basis, are able to pay their debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (y) assuming consummation of the incurrence of the Loans and the other Transactions, the Loan Parties, on a consolidated basis, are not incurring debts or liabilities beyond their ability to pay as such debts and liabilities mature; and (z) the Loan Parties, on a consolidated basis, are not engaged in any business or transaction, and do not propose to engage in any business or transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which any Loan Party is engaged.

Section 3.13         ERISA.  Except as would not reasonably be expected to have a Material Adverse Effect, each Company and each ERISA Affiliate has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of ERISA with respect to each “pension plan” (as defined in Section 3(2) of ERISA), subject to Section 302 of ERISA which any Company or any ERISA Affiliate sponsors or maintains, or with respect to which it has (or within the last three years had) any obligation to make contributions, and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and the Code.  No Company, nor to the knowledge of any Company, any ERISA Affiliate has incurred any unpaid li ability to the Pension Benefit Guaranty Corporation (other than for the payment of

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premiums in the ordinary course) or to any such plan under Title IV of ERISA, except for such instances of liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.14         Labor Matters.  Except as set forth on Schedule 3.14 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no labor problem or dispute with the employees of any Company exists or to the knowledge of any Company, is threatened or imminent, and no Company is aware of any existing, threatened or imminent, labor disturbance by the employees of any of its principal suppliers, contractors or customers.  To each Company’s knowledge, there is no employment-related charge, complaint, grievance, investigation, unfair labor practice claim, or inquiry of any kind, pending against any Company that could, individually or in the aggregate, reasonably be expected have a Material Adverse Effec t, and each Company does not know of any valid basis for such a charge, complaint, grievance, investigation, unfair labor practice claim, or inquiry.

Section 3.15         Federal Reserve Regulations.  (a)  No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing, buying or carrying margin stock (within the meaning of Regulation U).

(b)           No part of the proceeds of the Loans will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X.  The pledge of the Collateral pursuant to the Collateral Agreements does not violate such regulations.

Section 3.16         Investment Company Act, etc.  No Company is (i) an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended, or (ii) subject to regulation under any applicable law (other than Regulation X) that limits its ability to incur, create, assume or permit to exist Indebtedness or grant any contingent obligation in respect of Indebtedness.

Section 3.17         Environmental Matters. Except as set forth on Schedule 3.17, each Company (i) is in compliance with any and all Environmental Laws, (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) has not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of Hazardous Materials, in each case except where such non-compliance with Environmental Laws, failure to receive and comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business.  No Company has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

Section 3.18         Collateral.  (a)  The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof enforceable against the Loan

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Parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).  In the case of the Pledged Equity (as defined in the Security Agreement), when stock certificates representing such Pledged Equity are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 3.18(a), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceed s thereof, as security for their respective Loan Obligations to the extent a Lien on such Collateral can be perfected by the filing of a financing statement, by filings to be made in respect of Intellectual Property in the United States Patent and Trademark Office and the United States Copyright Office or, in the case of the Pledged Equity, by possession or control, in each case prior and superior in right to any other Person (except Permitted Liens).

(b)           Schedule 3.18(b) sets forth as of the Closing Date each aircraft leased and each aircraft owned by any Company.

(c)           No Loan Party owns in fee any real property located in the United States.

Section 3.19         Certificates.  Each certificate signed by any Officer of any Company and delivered to any Lender shall be deemed a representation and warranty by such Company (and not individually by such officer) to such Lender with respect to the matters covered thereby.

Section 3.20         Insurance.  Each Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Companies are engaged.  No Company has been refused any insurance coverage sought or applied for, and no Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.  Schedule 3.20 sets forth the material insurance policies of each Company as of the Closing Date.

Section 3.21         Money Laundering Laws; Foreign Corrupt Practices Act.  (a)  (i) No Company or, to the knowledge of any Company, no director, officer, agent, employee or Affiliate of any Company, is aware or has taken any action, directly or indirectly, that would result in a violation by any such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
47;foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; (ii) each Company and, to the knowledge of each Company, its Affiliates, have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with any other applicable anticorruption and antibribery

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laws; (iii) no civil or criminal penalties have been imposed on any Company or any of its Affiliates with respect to violations of the FCPA or any other applicable anticorruption or antibribery laws nor have any voluntary disclosures been submitted to the U.S. Government or any other Governmental Authority relating to the alleged violations by any Company or any of its Affiliates of the FCPA or any other applicable anticorruption or antibribery laws; and (iv) neither the U.S. Government nor any other Governmental Authority has notified any Company or any of its Affiliates in writing of any actual or alleged violation or breach of the FCPA or any other applicable anticorruption or antibribery law, except in the case of preceding clauses (i), (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           (i) The operations of each Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and (ii) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Company with respect to the Money Laundering Laws is pending or, to the knowledge of any Company, threatened, except in the case of preceding clauses (i) and (ii), as would not, ind ividually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)           Except as set forth on Schedule 3.21, no Company or, to the knowledge of any Company, no director, officer, agent, employee or Affiliate of any Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and no Company will directly or indirectly use the proceeds of the Loans hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Section 3.22         Use of Proceeds.  The Borrowers will use the proceeds of the Loans to prepay and discharge in full all Indebtedness outstanding under the Jefferies Credit Agreement and to pay the fees and expenses in connection with the Transactions.

ARTICLE IV
CONDITIONS TO LOANS

Section 4.01         Conditions to Loans.  The obligation of each Lender to make the Loans requested to be made by it on the Closing Date shall be subject to the prior or concurrent satisfaction (or waiver) of each of the conditions precedent set forth in this Section 4.01.

(a)           Loan Documents.  There shall have been delivered to the Administrative Agent a properly executed counterpart of each of the Loan Documents.

(b)           Corporate Documents.  The Administrative Agent shall have received:

(i)            a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each

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Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the incurrence of the Loans hereunder and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate r equired by this clause (i)); and

(ii)           a certificate as to the good standing of each Loan Party (in so-called “long-form”, if available) as of a recent date, from such Secretary of State.

(c)           Officers’ Certificate.  The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of Parent, confirming compliance with the conditions precedent set forth in this Section 4.01.

(d)           Financial Statements.  The Lenders shall have received audited consolidated financial statements of Parent for each of the two fiscal years of Parent immediately preceding the Closing Date and unaudited financial statements for each fiscal quarter of Parent ended at least 45 days prior to the Closing Date and after the latest fiscal year of Parent, all prepared in accordance with GAAP.

(e)           Prepayment of Indebtedness.  After giving effect to the Transactions and the other transactions contemplated hereby, all Indebtedness under the Jefferies Credit Agreement shall have been repaid in full, all documentation representing such Indebtedness, including the Jefferies Credit Agreement and all related security agreements, shall have been terminated (other than provisions that survive such termination) and all guarantees, liens and security interests associated therewith shall have been released, or the Administrative Agent shall have received reasonably satisfactory evidence that adequate measures shall have been taken to terminate such documentation and release such guarantees, liens and security interests.

(f)            Opinions of Counsel.  The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, a favorable written opinion of each of (x) Cravath, Swaine & Moore LLP, special New York counsel for the Parent, substantially to the effect set forth in Exhibit K-1, (y) Richards, Layton & Finger, P.A., special Delaware counsel for the Loan Parties substantially to the effect set forth in Exhibit K-2 and (z) Mark M. McMillin, Senior Vice President and the General Counsel of the Loan Parties, substantially to the effect set forth in Exhibit K-3, in each case (A) dated the Closing Date, (B) addressed to the Agents and the Lenders and (C) covering such matters relating to the Loan Documents and the Transacti ons as the Administrative Agent shall reasonably request.

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(g)           Solvency Certificate.  The Administrative Agent shall have received a solvency certificate in the form of Exhibit J, dated the Closing Date and signed by the chief financial officer of Parent.

(h)           Consents.  (i)The Lenders shall be satisfied that all requisite Governmental Authorities, equityholders and material third parties shall have approved, authorized or consented to the Transactions, and all applicable waiting periods shall have expired without any action being taken by any applicable Governmental Authority that could reasonably be expected to restrain, prevent or otherwise impose adverse conditions on any of the Transactions.

(i)            No Proceedings.  No action shall have been taken and no applicable law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Transactions.  No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Transactions.  No Proceeding shall be pending or, to the knowledge of any Company after due inquiry, threatened other than Proceedings that would not, individually or in the aggregate, have a Material Adverse Effect.

(j)            Fees.  The Administrative Agent (for itself and on behalf of the Lenders) shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable and invoiced out-of-pocket expenses (including the reasonable legal fees and expenses of Thompson Hine, special counsel to the Administrative Agent, and Wachtell, Lipton, Rosen & Katz, special counsel to the Lenders) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document.

(k)           Personal Property Requirements.  The Collateral Agent shall have received (or the collateral agent for the Senior Notes shall have received):

(i)            all certificates, agreements or instruments representing or evidencing the Pledged Equity (as defined in the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii)           the Intercompany Note executed by and among the Companies, accompanied by an endorsement to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties, as well as any notes held by SPV under the Existing Credit Agreement accompanied by an endorsement thereto, undated and endorsed in blank;

(iii)          all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts identified in the Security Agreement and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement);

(iv)          appropriately completed copies of UCC financing statements naming each Loan Party as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be

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necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement; filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Collateral Agreements;

(v)           copies, each as of a recent date, of (x) Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report delivered by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall evidence Liens other than Permitted Liens and Liens securing the Jefferies Credit Agreement) and (y) tax and judgment lien searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state jurisdictions in which any Company is organized;

(vi)          appropriately completed copies of Form UCC-3 termination statements and other releases, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any collateral described in any Security Agreement previously granted by any Person; and

(vii)         evidence reasonably acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable filing or recording taxes, fees, charges, costs and expenses required for the filing or recording of the Collateral Agreements.

(l)            Bank Regulatory Documentation.  At least two (2) Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under or in respect of applicable Money Laundering Laws or other applicable law related to “know-your-customer” matters, including the Executive Order.

(m)          Notice.  The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03).

(n)           No Default.  The Borrowers and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to the Loans made by the Lenders to the Borrowers pursuant to Section 2.01 and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing on such date.

(o)           Representations and Warranties.  Each of the representations and warranties made by any Loan Party set forth in Article III and in each other Loan Document shall be true and correct in all material respects on the date that the Loans are made by the

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Lenders to the Borrowers pursuant to Section 2.01 with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(p)           No Legal Bar.  No Order of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it.  No injunction or other restraining Order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

(q)           Warrants.  The Warrants shall have been issued to the Lenders or their designated Affiliates and, to the extent exercised, the common stock of Parent for which such Warrants are exercisable shall have been issued to the applicable Warrant holder.

ARTICLE V
COVENANTS

Each Loan Party warrants, covenants and agrees with the Administrative Agent, the Collateral Agent and each Lender that:

Section 5.01         Reports.

(a)  Whether or not required by the rules and regulations of the Commission, so long as any Loans are outstanding, Parent shall furnish to the Administrative Agent on behalf of the Lenders:

(i)            all quarterly and annual financial information in substantially the form that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Parent were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of Parent and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent) and, with respect to the annual information only, a report thereon by Parent’s certified independent accountants which shall not be qualified with respect to “going concern”; and

(ii)           all information that would be required to be filed with the Commission on Form 8-K if Parent were required to file such reports, under the following items of Form 8-K:  Item 1.01 (Entry into a Material Definitive Agreement); Item 1.02 (Termination of a Material Definitive Agreement); Item 1.03 (Bankruptcy or Receivership); Item 2.01

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(Completion of Acquisition or Disposition of Assets); Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant); Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); Item 2.05 (Costs Associated with Exit or Disposal Activities); Item 2.06 (Material Impairments); Item 3.03 (Material Modification to Rights of Security Holders); Item 4.01 (Changes in Certifying Registrant’s Accountant); Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); and Item 5.01 (Changes in Control of Registrant);

in each case within the time periods specified in the Commission’s rules and regulations (together with any extensions granted by the Commission); provided further that, prior to the time that Parent is required to file reports with the Commission (A) Parent shall deliver any annual information required pursuant to clause (i) above within 120 days after the end of the most recent fiscal year of Parent and (B) Parent shall deliver any information required pursuant to clause (ii) above within the later of seven days and the time period specified in the Commission’s rules and regulations (together with any extensions granted by the Commission).  If the Commission will accept the filings of Parent described in clauses (i) and (ii) above, Parent, at its option, need not furnish such reports to the Administrative Agent to the extent it elects to file such reports with the Commission. Delivery of such reports, information and documents to the Administrative Agent pursuant to this Section 5.01 is for informational purposes only and the Administrative Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent’s and its Restricted Subsidiaries’, as applicable, compliance with any covenants hereunder (as to which the Administrative Agent is entitled to rely exclusively on Officer’s Certificates).

(b)           Within forty-five (45) days after the end of each fiscal year of the Borrowers, Parent shall furnish to the Administrative Agent on behalf of the Lenders the consolidated budget for the then current fiscal year used internally by Parent.

(c)           Concurrently with delivery of any annual financial statements under Section 5.01(a)(i), Parent shall deliver to the Administrative Agent a report of the accounting firm that reported on such financial statements stating whether such accounting firm obtained knowledge during the course of its examination of such financial statements of any Default or Event of Default (which report may be limited to the extent required by such firm’s general accounting and auditing rules, policies or guidelines).

(d)           Promptly following any request therefor, Parent shall furnish to the Administrative Agent on behalf of the Lenders, such other information regarding the operations, business affairs and financial condition of Parent or any Subsidiary thereof as any Lender may from time to time reasonably request.

(e)           If requested by the Administrative Agent or any Lender, Parent shall use reasonable efforts to participate in quarterly conference calls to discuss its results of operations with the Lenders.  Within five Business Days prior to such conference calls, Parent shall use reasonable efforts to inform the Lenders of such calls.  Access to such conference calls may be

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password-protected so long as Parent takes reasonable steps to provide the Lenders with access to such calls.

Section 5.02         Compliance Certificate.

(a)           Concurrently with any delivery of financial statements under Section 5.01(a)(i) above, the Borrowers shall deliver to the Administrative Agent a Compliance Certificate (x) certifying that no Default or Event of Default has occurred or, if such a Default or an Event of Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (y) setting forth computations demonstrating compliance with the covenant contained in Section 5.15;

(b)           So long as any of the Loans are outstanding, the Borrowers shall deliver to the Administrative Agent, as promptly as practicable (and in any event, not later than five (5) Business Days) upon any Officer becoming aware of (i) any Default or Event of Default hereunder or (ii) any “Default” or “Event of Default” under the Senior Notes Documents, an Officer’s Certificate specifying such Default or Event of Default (or “Default” or “Event of Default” under the Senior Notes Documents) and what action the Borrowers are taking or propose to take with respect thereto.

Section 5.03         Taxes.  Parent shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Lenders.

Section 5.04         Stay, Extension and Usury Laws.  Each of the Borrowers and the Guarantors covenants (to the extent permitted by applicable law) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and each of the Borrowers and the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein g ranted to the Administrative Agent, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 5.05         Restricted Payments.  (a)  Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)            declare or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any Restricted Subsidiary’s Equity Interest in their capacity as such (other than dividends or distributions payable (x) in Qualified Equity Interests of Parent or (y) to Parent or a Restricted Subsidiary of Parent);

(ii)           purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Parent) any

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Equity Interests of Parent or any direct or indirect parent of Parent (other than any such Equity Interests owned by Parent or any Restricted Subsidiary of Parent);

(iii)          make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Third Priority Claims or any Indebtedness that is subordinated in right of payment to the Loans except a payment of interest or payments made with Qualified Equity Interests; or

(iv)          make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

(b)           The foregoing paragraph (a) will not prohibit:

(i)            the payment of any dividend or other distribution or redemption within 60 days after the date of declaration or call for redemption thereof, if at said date of declaration or call for redemption such payment would have complied with the provisions of this Agreement;

(ii)           the making of any Restricted Payment (A) to the extent made with Equity Interests of Parent (other than any Disqualified Interests) or (B) out of the net cash proceeds of the substantially concurrent (and in any event not later than 60 days) sale for cash (other than to a Subsidiary of Parent) of Equity Interests of Parent (other than any Disqualified Interests) or a contribution to the common equity of Parent;

(iii)          the defeasance, redemption, repurchase or other acquisition or retirement for value of subordinated Indebtedness or Disqualified Interests of Parent or a Guarantor with the net cash proceeds from a substantially concurrent (and in any event not later than 60 days) incurrence of Permitted Refinancing Indebtedness;

(iv)          the declaration or payment of any dividend or other distribution by a Restricted Subsidiary of Parent to the holders of its common Equity Interests on a pro rata basis;

(v)           the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent held by any current or former officer, director, consultant or employee of Parent or any of its Restricted Subsidiaries (or Heirs or other permitted transferees thereof); provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any calendar year; provided further that Parent may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year up to a maximum of $1,000,000 in any calendar year; provide d further that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by Parent and its Restricted Subsidiaries after the Closing Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause

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(v) plus the cash proceeds from the sale of Qualified Equity Interests of Parent to officers, directors, consultants or employees of Parent or any of its Restricted Subsidiaries that occurs after the Closing Date; provided further that cancellation of Indebtedness owing to Parent or any of its Restricted Subsidiary from employees, officers, directors and consultants of Parent or any of its Restricted Subsidiaries in connection with the repurchase of Equity Interests from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 5.05 or any other provisions of this Agreement;

(vi)the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities and cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants or other convertible securities;

(vii)the payment of intercompany Indebtedness that is expressly subordinated to the Loans or any Loan Guarantee, the incurrence of which is permitted under clause (vi) of Section 5.07(c); provided, however, that no Default has occurred and is continuing or would otherwise result therefrom;

(viii)the defeasance, redemption, repurchase or other acquisition or retirement for value of Third Priority Claims (A) with the net cash proceeds from a substantially concurrent (and in any event not later than 60 days) incurrence of Permitted Third Lien Refinancing Indebtedness, (B) in exchange for exchange notes as provided in the documentation governing such Permitted Third Lien Refinancing Indebtedness (so long as the terms of such exchange notes are substantially identical to the terms of the corresponding Permitted Third Lien Refinancing Indebtedness, other than as to transferability but including as to Lien priority) or (3) under provisions similar to those described under Section 4.15 or, subject to prior satisfaction of the requirements of Section 2.09(b) hereof, 4.24 of the First Lien Note Indenture; provided that any such offer in respect of Third Priority Claims may be structured as a mandatory repayment (as opposed to an offer to prepay);

(ix)the declaration and payment of dividends and distributions to holders of Disqualified Interests of Parent issued or incurred in accordance with Section 5.07 required in accordance with the terms thereof;

(x)the declaration and payment of dividends and distributions to holders of Equity Interests of Parent constituting Permitted Third Lien Refinancing Indebtedness required in accordance with the terms thereof;

(xi)the reimbursement of out-of-pocket expenses to MatlinPatterson Global Advisers LLC and its Affiliates in an aggregate amount not to exceed $250,000 in any fiscal year; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; and

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(xii)the repurchase, redemption or other acquisition or retirement for value of subordinated Indebtedness in accordance with the provisions similar to those described under Section 4.15 of the First Lien Note Indenture; provided that all Loans required to be repaid in connection with such Change of Control have been repaid.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by Parent or such Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 5.06Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  (a)  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i)(A) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on its Equity Interests or (B) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries;

(ii)make loans or advances to Parent or any of its Restricted Subsidiaries; or

(iii)transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries.

(b)Notwithstanding the foregoing, the restrictions set forth in clause (a) above shall not apply to encumbrances or restrictions existing under or by reason of:

(i)the Loan Documents and the Senior Note Documents;

(ii)applicable law, rule or regulation or order;

(iii)any instrument governing Indebtedness or Equity Interests of a Person acquired by Parent or any of its Restricted Subsidiaries or Liens on property or assets acquired by Parent or any of its Restricted Subsidiaries, in each case as in effect at the time of such acquisition (except to the extent such Indebtedness, Equity Interest or Lien was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets so acquired; provided that, in the case of Indebtedness or Liens, such Indebtedness or Liens were permitted by the terms of this Agreement to be incurred;

(iv)customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

(v)purchase money obligations and Capital Lease Obligations not incurred in violation of this Agreement that impose restrictions of the nature described in clause (a)(iii) above on the property financed with such Indebtedness;

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(vi)Permitted Refinancing Indebtedness and Permitted Third Lien Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or Permitted Third Lien Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(vii)provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, in each case entered into in the ordinary course of business or with the approval of Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(viii)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(ix)provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Equity Interests of a Person other than on a pro rata basis; and

(x)restrictions in other Indebtedness incurred in compliance with Section 5.07; provided that such restrictions, taken as a whole, are, in the good faith judgment of Parent’s Board of Directors, not materially more restrictive with respect to such encumbrances and restrictions than those contained in this Agreement.

Section 5.07Indebtedness.  (a)  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Borrowers may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary of Parent that is a Guarantor or, upon such incurrence becomes a Guarantor, may incur Indebtedness if, in each case, the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 5.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, as the case may be, at the beginning of such Four Quarter Period.

(b)The Borrowers shall not, directly or indirectly, incur any Indebtedness (nor shall Parent permit any Guarantor to guarantee such Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of a Borrower unless such Indebtedness is also contractually subordinated in right of payment to the Loans on substantially identical terms; provided, however, that no such Indebtedness of a Borrower or a Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of a Borrower or a Guarantor solely by virtue of being unsecured.

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(c)The provisions of clause (a) above shall not apply to the following (collectively, “Permitted Debt”):

(i)the incurrence by a Borrower or a Guarantor (and the Guarantee thereof by a Guarantor or a Borrower) of (A) Indebtedness under the Senior Note Documents in an aggregate principal amount not to exceed $175,000,000 (which amount represents approximately $165,000,000 of gross proceeds to the Borrowers on the Closing Date from the issuance of the Senior Notes) less the aggregate amount of principal repayments made in respect thereof after the Closing Date (other than pursuant to succeeding clause (B)) and (B) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace, Indebtedness incurred pursuant to the immediately preceding clause (A);

(ii)Indebtedness outstanding on the Closing Date;

(iii)the incurrence by the Borrowers (and the Guarantee thereof by the Guarantors) of (A) the Loans under this Agreement, (B) the Exchange Notes under the Exchange Note Indenture; provided, however, the aggregate principal amount of Exchange Notes shall at no time exceed the aggregate principal amount of Loans converted into Exchange Notes in accordance with this Agreement (other than as a result of the capitalization of interest and less the aggregate principal amount of Exchange Notes repaid or prepaid after the issuance thereof) and (C) Permitted Third Lien Refinancing Indebtedness;

(iv)the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Attributable Debt or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, or improvement of property, plant or equipment used in the business of Parent or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;

(v)the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace Indebtedness incurred pursuant to clause (a), clause (c)(ii), clause (c)(iii) or this clause (c)(v) of this Section 5.07;

(vi)the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that (A) such Indebtedness is expressly subordinated to the prior payment in full in cash of all Loan Obligations, in the case of a Borrower, or, the Loan Guarantee, in the case of a Guarantor, is evidenced by a note or other instrument and is pledged and delivered in accordance with the Collateral Agreements and (B)(x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (y) any sale or other transfer of any such Indebtedness to a Person, or the sale

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or other transfer of a Lien in respect of such Indebtedness, that is not either Parent or a Restricted Subsidiary of Parent shall be deemed, in each case, to constitute an incurrence of Indebtedness that was not permitted by this clause (vi);

(vii)the guarantee by a Borrower or any of the Guarantors of Indebtedness of a Borrower or a Guarantor that was permitted to be incurred by another provision of this Section 5.07;

(viii)Indebtedness of Parent or any of its Restricted Subsidiaries in respect of bankers’ acceptances, payment obligations in connection with self-insurance or similar requirements (including Indebtedness represented by letters of credit for the account of Parent or such Restricted Subsidiary, as the case may be, opened to provide security for any of the foregoing), workers’ compensation claims, health, disability or other employee benefits, performance, surety and similar bonds and completion guarantees, in each case incurred in the ordinary course of business;

(ix)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence, and cash management obligations and other Indebtedness in respect of netting services, overdraft protection and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business in connection with cash management activities;

(x)Indebtedness of Parent or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to repay the Loans and all other Loan Obligations in full;

(xi)Indebtedness (a) consisting of aircraft lessor financing of improvements or maintenance of aircraft or incurred in satisfaction of “return condition” obligations of Parent or its Restricted Subsidiaries under aircraft leases, in an aggregate principal amount at any time outstanding not to exceed $2,000,000 or (b) incurred in connection with the restructuring of aircraft leases if the present value (discounted at 10% per annum) of each such restructured aircraft lease and the principal and interest on the related Indebtedness so incurred is less than the present value (discounted at 10% per annum) of the related original aircraft lease, in an aggregate principal amount at any time outstanding not to exceed $10,000,000 less the aggregate principal amount of Indebtedness outstanding pursuant to the preceding clause (a);

(xii)Indebtedness in respect of letters of credit issued in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $5,000,000;

(xiii)Indebtedness arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Indebtedness is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of

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such judgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(xiv)Indebtedness of Parent and its Restricted Subsidiaries to credit card processors in connection with credit card processing services incurred in the ordinary course of business;

(xv)Indebtedness under Hedging Obligations that are incurred in the ordinary course of business (and not for speculative purposes) in an aggregate amount at any time outstanding not to exceed $2,000,000; and

(xvi)the incurrence by Parent or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding not to exceed $5,000,000.

(d)For purposes of determining compliance with this Section 5.07, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) of Section 5.07(c) or is entitled to be incurred pursuant to clause (a) of this Section 5.07, Parent, in its sole discretion, shall be permitted to divide and classify such item of Indebtedness (or any portion thereof) on the date of incurrence, and at any time and from time to time thereafter may at any time reclassify in any manner that complies with this Section 5.07.  Notwithstanding the foregoing, (x) Indebtedness under the Senior Note Indenture outstanding on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof will be deemed to have been incurred in reliance on the exception provided by clause (i) of Section 5.07(c) and (y) Indebtedness under the Existing Credit Agreement will be deemed to have been incurred solely in reliance on the exception provided by clause (vi) of Section 5.07(c).  Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Interests in the form of additional shares of the same class of Disqualified Interests for purposes of this Section 5.07 shall not be deemed an incurrence of Indebtedness; provided, in each such case, that the amount thereof is included in Fixed Charges of Parent as accrued.

Section 5.08Asset Sales.  (a)  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(i)other than in the case of a Casualty Event, Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii)other than in the case of a Casualty Event, at least 75% of the consideration therefor (which consideration shall not include any contingent payment obligations related to such Asset Sale, including, without limitation, earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to employees or consultants) received by Parent or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof;

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providedthat the amount of (x) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet) of Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Loan Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption agreement that releases Parent or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are within 30 days of the receipt thereof converted by Parent or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this clause (ii).

(b)Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent or any of its Restricted Subsidiaries may apply such Net Proceeds to make a Capital Expenditure or an acquisition of other tangible long-term assets, in each case, that are used or useful in the then existing business of Parent and its Subsidiaries, or make an offer to purchase outstanding First Lien Notes at par pursuant to the applicable First Lien Note Indenture.  Pending the final application of any such Net Proceeds, Parent may temporarily invest such Net Proceeds in Cash Equivalents.  Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds”.  When the aggregate amount of Excess Proceeds exceeds $7,500,000, the Borrowers may apply such Excess Proceeds to make an offer to purchase outstanding First Lien Notes at par pursuant to the applicable First Lien Note Indenture.  To the extent that any Excess Proceeds remain after consummation of such offer, Parent may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement and the amount of Excess Proceeds shall be reset at zero.

Section 5.09Transactions with Affiliates.  (a)  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

(i)such Affiliate Transaction is on terms that are no less favorable, taken as a whole, to Parent or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person; and

(ii)Parent delivers to the Administrative Agent (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $3,000,000, a resolution of the Board of Directors set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has either been approved by a majority of the disinterested members of Parent’s Board of Directors or has been approved in an opinion issued by an accounting, appraisal or investment banking firm of national standing as being fair to the Lenders from a financial point of view and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, an opinion as to the fairness to the Lenders of

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such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b)Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions:

(i)any employment agreement or arrangements, incentive compensation plan, benefit arrangements or plan, severance or expense reimbursement arrangement entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business of Parent or such Restricted Subsidiary;

(ii)transactions between or among Parent and/or its Wholly-Owned Restricted Subsidiaries;

(iii)payment of reasonable directors fees to directors of Parent or any of its Restricted Subsidiaries and other reasonable fees, compensation, benefits and indemnities paid or entered into with directors, officers and employees of Parent or any of its Restricted Subsidiaries;

(iv)any issuance of Equity Interests of Parent and the granting or performance of registration rights with respect to securities of Parent or any of its Restricted Subsidiaries;

(v)any agreement in effect on the Closing Date and set forth on Schedule 5.09 or any transaction contemplated thereby (and any replacement or amendment of any such agreement so long as any such amendment or replacement thereof is not materially less favorable, taken as a whole, to Parent and its Restricted Subsidiaries than the original agreement in effect on the Closing Date);

(vi)Investments and Restricted Payments that are permitted by Section 5.05;

(vii)aircraft, crew, maintenance and insurance contracts, dry lease contracts and engine lease contracts with Arrow Air in the ordinary course of business consistent with past practice and on terms that are no less favorable to Parent than those that could have been obtained in a comparable transaction by Parent with a Person that is not an Affiliate of Parent; provided that any contract involving aggregate consideration with a Fair Market Value in excess of $10,000,000 shall have been approved by a majority of the disinterested members of Parent’s Board of Directors; and

(viii)loans and advances made in compliance with clause (x) of the definition of Permitted Investments.

Section 5.10Liens.  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind against or upon any property or asset now owned or hereafter acquired, or any income or profits therefrom, except Permitted Liens.

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Section 5.11Corporate Existence.  Subject to Section 5.22, Parent shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve and keep in full force and effect (a) the corporate existence of Parent, and the corporate, partnership or other existence of Parent’s Restricted Subsidiaries, in accordance with the respective Organizational Documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary and (b) the material rights (charter and statutory), licenses and franchises of Parent and its Restricted Subsidiaries; provided that Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the loss thereof would not have a material adverse effect on the ability of the Borrower and the Guarantors, taken as a whole, to satisfy their obligations under the Loans, the Loan Guarantees and this Agreement.

Section 5.12Sale and Leaseback Transactions. Parent shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction.

Section 5.13Issuances and Sales of Equity Interests in Subsidiaries.  Parent shall not, and shall not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of Parent to any Person (other than a Borrower or a Guarantor), except:

(a)if immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition would have been permitted to be made under Section 5.05 if made on the date of such issuance, transfer, conveyance, sale, lease or other disposition and the net cash proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 5.08;

(b)the issuance or sale of directors’ qualifying shares as required by applicable law; or

(c)the issuance, transfer, conveyance, sale, lease or other disposition of any such Equity Interest by a Restricted Subsidiary that is not a Guarantor to another Restricted Subsidiary that is not a Guarantor.

Section 5.14Business Activities.  Parent shall not, and Parent shall not permit any of its Restricted Subsidiaries to, engage in any business other than a Permitted Business.

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Section 5.15Minimum Consolidated Cash Flow.  Parent shall not permit Consolidated Cash Flow minus Capital Expenditures for any Test Period ending on the last day of a fiscal quarter of Parent set forth below to be less than the relevant amount set forth opposite such fiscal quarter below:

Fiscal Quarter Ending	Amount
On or Prior to June 30, 2010	$	45,000,000
Thereafter	$	50,000,000

For any Test Period which includes any fiscal quarter of Parent ending after June 30, 2009 and on or prior to June 30, 2010, for purposes of this Section 5.15, Consolidated Cash Flow for the applicable fiscal quarter of Parent shall be increased by an amount equal to cash contributed to the common equity of Parent during such fiscal quarter, up to a maximum of $5,000,000 in the aggregate for all such Test Periods.

Section 5.16Payments for Consent.  Neither Parent nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Loan Documents unless such consideration is offered to be paid or is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Section 5.17Subsidiary Guarantees.  If (a) Parent or any of its Wholly-Owned Domestic Restricted Subsidiaries shall acquire or create another Wholly-Owned Domestic Restricted Subsidiary after the Closing Date, other than any Insurance Subsidiary, or (b) any Restricted Subsidiary of Parent Guarantees any Indebtedness of Parent or any other Restricted Subsidiary of Parent, then, in either case, Parent shall cause such Restricted Subsidiary to become a Guarantor and:

(i)execute a Joinder Agreement, in accordance with the terms of this Agreement, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee under Article VI, on a senior secured basis, all of the Borrowers’ Loan Obligations on the terms set forth in this Agreement;

(ii)execute and deliver to the Collateral Agent such amendments or supplements to the Collateral Agreements necessary in order to grant to the Collateral Agent, for the benefit of the Lenders, a perfected second priority security interest in the Equity Interests of such Restricted Subsidiary, subject to Permitted Liens, which are owned by a Borrower or a Guarantor and are required to be pledged pursuant to the Collateral Agreements;

(iii)take such actions as are necessary to grant to the Collateral Agent for the benefit of the Lenders a perfected second priority security interest in the assets, other than Excluded Property (as defined in the Security Agreement), of such Restricted Subsidiary,

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subject to Permitted Liens, to the extent required by the Loan Documents, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements or by law or as may be reasonably requested by the Collateral Agent;

(iv)take such further action and execute and deliver such other documents specified in the Loan Documents or otherwise reasonably requested by the Administrative Agent or Collateral Agent to give effect to the foregoing; and

(v)deliver to the Administrative Agent an opinion of counsel and Officer’s Certificate that such Joinder Agreement (and the related Loan Documents) and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Restricted Subsidiary as provided for in this Agreement or the Collateral Agreements.

Section 5.18Further Assurances.  (a)  Neither Parent nor any of its Restricted Subsidiaries shall take or knowingly omit to take any action that would materially impair the Liens in favor of the Collateral Agent, on behalf of itself, the Administrative Agent and the Lenders, with respect to any material portion of the Collateral.

(b)The Borrowers shall, and shall cause each Guarantor to, at their sole cost and expense, (i) execute and deliver all such agreements and instruments as the Collateral Agent shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements and (ii) execute, file and deliver any such notices, Deposit Account Control Agreements, Mortgages, Aircraft Mortgages or other agreements or instruments as may be reasonably necessary (or, in the reasonable determination of the Administrative Agent, desirable) under applicable law to perfect (and maintain the perfection and priority of) the Liens contemplated by the Collateral Agreements, at such times and at such places as the Collateral Agent may reasonably request, in each case subject to the terms of the Collateral Agreements.

Section 5.19Mortgages.  With respect to any fee interest in any real property that is acquired by a Borrower or Guarantor after the Closing Date (other than any such real property subject to a Lien expressly permitted under clause (iii) of the definition of Permitted Liens) that has (A) a purchase price or (B) a Fair Market Value, greater than $2,500,000 (such real property referred to individually and collectively as the “Premises”), within 90 days of acquisition, Parent sha ll:

(a)deliver to the Collateral Agent, as mortgagee, for the benefit of the Secured Parties, fully executed Mortgages, duly executed by the applicable Borrower or Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby;

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(b)use its commercially reasonable efforts to deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and a standard survey exception, and such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;

(c)to the extent that a standard survey exception is not contained in the mortgagee’s title policy delivered in accordance with clause (b) above, with respect to the covered Premises, use its commercially reasonable efforts to deliver to the Collateral Agent the most recent survey (to the extent such a survey exists) of such Premises, together with, if a survey exists, either (i) an updated survey certification in favor of the Administrative Agent and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the sur veyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from the applicable Borrower or Guarantor stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by such Borrower or Guarantor of such Premises for such Borrower’s or Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and

(d)deliver to the Collateral Agent an opinion of counsel that such Mortgage has been duly authorized, executed and delivered by such Borrower or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Borrower or Guarantor and creates a valid perfected Lien in the Premises purported to be covered thereby.

With respect to any aircraft (including the related engines and spare engines) acquired after the Closing Date by any Borrower or Guarantor that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt with respect to the applicable assets in accordance with Section 5.07), Parent shall, or shall cause the applicable Loan Party to, promptly (i) (A) execute and deliver an Aircraft Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such assets, (B) deliver to the Collateral Agent evidence of the filing for recordation with the FAA of such Aircraft Mortgage, together with any other necessary documents, instruments, affidavits or certificates as may be reasonably necessary to perfect and protect the Liens created thereb y, including, without limitation, recordings and filings with the FAA and all filings and recording fees and taxes in respect thereof shall have been duly paid and (C) deliver to the Collateral Agent copies of the FAA form AC 8050-135 forms to be filed with the FAA, and (ii) deliver to the Administrative Agent an opinion of counsel that such Aircraft Mortgage has been duly authorized, executed and delivered by such Borrower or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Borrower or Guarantor and creates a valid perfected Lien in such aircraft (including the related engines and spare engines).

Section 5.20Changes in Accounting Periods.  Parent shall cause (i) each of its fiscal years to end on December 31 of each calendar year and (ii) each of its fiscal quarters to end on

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March 31, June 30, September 30 and December 31 of each calendar year; provided, however, that Parent shall have the right to change its fiscal year or fiscal quarter ends from those dates set forth above so long as any such change is not adverse to the Lenders and, prior to any such change becoming effective, Parent shall have made such modifications to the provisions of Section 5.15 in connection therewith as may be necessary to preserve the intent of the provisions of Section 5.15 and as are reasonably satisfactory to the Administrative Agent, which amendments to this Agreement may be made pursuant to an amendment signed by Parent, the Borrowers and the Administrative Agent and shall not require the consent or approval of any Lender or other Person.

Section 5.21Maintenance of Property and Insurance.  (a)  Parent shall, and shall cause each of its Restricted Subsidiaries to, keep all property material to the operation of its business in good working order and condition in all material respects, ordinary wear and tear excepted.

(b)Parent shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business (in each case, after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and its Restricted S ubsidiaries).

Section 5.22Merger, Consolidation or Sale of All or Substantially All Assets.  (a)  Parent may not consolidate or merge with or into (whether or not Parent is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person or entity unless:

(i)(A) Parent is the surviving corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation existing under the laws of the United States, any state thereof or the District of Columbia;

(ii)the entity or Person formed by or surviving any such consolidation or merger (if other than Parent) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Parent under the Loan Documents pursuant to an amendment, supplement or other instrument in form and substance reasonably satisfactory to the Administrative Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity;

(iii)immediately after giving effect to such transaction no Default or Event of Default exists;

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(iv)except in the case of a consolidation or merger with or into or a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the property and assets to a Wholly-Owned Restricted Subsidiary of Parent, Parent or the entity or Person formed by or surviving any such consolidation or merger (if other than Parent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Four Quarter Period, be permi tted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.07(a); and

(v)Parent delivers to the Administrative Agent an Officer’s Certificate describing such transaction and stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition complies with the provisions of this Agreement.

(b)No Guarantor or Borrower other than Parent (other than any Guarantor whose Loan Guarantee is to be released in accordance with the terms of such Loan Guarantee and this Agreement in connection with any transaction complying with the provisions Section 5.08) shall, and Parent shall not cause or permit any such Guarantor or Borrower other than Parent to, consolidate with or merge with or into any Person other than a Borrower or another Guarantor unless:

(i)the entity formed by or surviving any such consolidation or merger (if other than a Guarantor or Borrower) shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any state thereof or the District of Columbia;

(ii)such entity assumes by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Administrative Agent), executed and delivered to the Administrative Agent, all of the obligations of the Guarantor or the Borrowers under this Agreement and the other Loan Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred t o the surviving entity;

(iii)immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iv)immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Fixed Charge Coverage Ratio of Parent would be equal to or greater than such ratio immediately prior to such transaction; and

(v)Parent delivers to the Administrative Agent an Officer’s Certificate describing such transaction and stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition complies with the provisions of this Agreement.

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(c)Sections 5.22(a)(iv) and (b)(iv) shall not apply to a merger of a Borrower or a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating such Borrower or such Guarantor, as the case may be, in another jurisdiction of the United States.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Parent in a transaction that is subject to, and that complies with the provisions of, this Section 5.22, the successor Person formed by such consolidation or into or with which Parent is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to “Parent” shall refer instead to the successor corporation and not to Parent), and may exercise every right and power of Parent under this Agreement with the same effect as if such successor Person had been named as Parent herein; pro vided, however, that the predecessor Parent shall not be relieved from the obligation to pay the principal of and interest on the Loans except in the case of a sale, assignment, transfer, conveyance or other disposition of all of Parent’s assets in a transaction that is subject to, and that complies with the provisions of, this Section 5.22.

Section 5.23Exchange Notes.  (a)  At any time on or after March 31, 2010, upon the request of Lenders holding not less than $25,000,000 principal amount of Loans, the Borrowers shall promptly enter into the Exchange Note Indenture with a bank or trust company acting as indenture trustee thereunder (the “Exchange Note Trustee”), which Exchange Note Trustee shall be a corporation organized and doing business under the laws of the United States or any state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or state authority and which has a combined capital and surplus of not less than $500,000,000.

(b)On or prior to the tenth Business Day (or, in the case of the first issuance of Exchange Notes, the 30th day and, in any case, if later, the date of entry into the Exchange Note Indenture) following the written request (the “Exchange Request”) of any Lender to the Administrative Agent (who shall promptly transmit such Exchange Request to the Borrowers) execute, and cause the Exchange Note Trustee to authenticate, and deliver to such Lender in accordance with the Exchange Note Indenture an Exchange Note bearing interest as set forth therein in exchange for such portion of such Lender’s L oans as shall be specified in the applicable Exchange Request, dated the date of the issuance of such Exchange Note, registered in the name specified by such Lender in the applicable Exchange Request, in a principal amount equal to 100% of the aggregate principal amount (including any accrued and unpaid interest not required to be paid in cash) of the Loans for which such Exchange Note is exchanged; provided that no Exchange Notes will be issued in respect of the first Exchange Request until Lenders have given Exchange Requests with respect to Loans in an aggregate principal amount equal to at least $25,000,000.  Each Exchange Request shall specify the principal amount of the Loans to be exchanged pursuant to this Section 5.23, which shall be at least $1,000,000 and, if such Lender holds a Note or Notes, be accompanied by the Note or Notes to be exchanged for Exchange Notes.  Any Notes delivered to the Borrowers under this Section 5.23 in exchange for Exchange Notes s hall be canceled by the Borrowers (and, if applicable, replaced at the request of the applicable Lender with a Note in the appropriate reduced amount) and the corresponding

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amount of the Lender’s Loan deemed repaid and the Exchange Notes shall be governed by and construed in accordance with the terms of the Exchange Note Indenture.

(c)As promptly as practicable following the first issuance of Exchange Notes, the Borrower shall enter into the Registration Rights Agreement.

(d)If a Default (but not an Event of Default) shall have occurred and be continuing on the date of issuance of any Exchange Notes, any notices given or cure periods commenced while the Loan was outstanding shall be deemed given or commenced (as of the actual dates thereof) for all purposes with respect to the Exchange Note (with the same effect as if the Exchange Note had been outstanding as of the actual dates thereof).

Section 5.24Amendments to Exchange Note Indenture.  Parent will not, and will not permit any of its Restricted Subsidiaries to, amend, restate, modify or supplement the Exchange Note Indenture if the effect of any such amendment, restatement, modification or supplement is to:

(a)shorten the final Stated Maturity of the Exchange Notes or reduce the Weighted Average Life to Maturity of the Exchange Notes; or

(b)increase the yield to maturity of the Exchange Notes.

Section 5.25Inspection Rights.  Each Borrower shall permit representatives and independent contractors of the Administrative Agent, who may be accompanied by representatives of the Lenders (or, during the continuance of an Event of Default, any Lender), to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers and independent public accountants, in each case at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, however, that if an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the sole expense of the Borrowers at any time during normal business hours; and provided further, that the Borrowers’ obligations under this Section 5.25 shall in all cases be limited to the extent required by applicable law and by the terms of any applicable confidentiality agreements with third parties.  The Administrative Agent and the Lenders shall give Parent and the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants.

ARTICLE VI
LOAN GUARANTEE

Section 6.01The Guarantee.  (a)  Subject to this Article VI, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Secured Party and its successors and assigns, irrespective of the validity and enforceability of this Agreement, the Loans, the Collateral Agreements, the other Loan Documents, or the Loan Obligations of the Borrowers hereunder or thereunder, that:  (i) the principal of, interest and premium on the Loans shall be promptly paid in ful l when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Loans, if any, if lawful, and all other

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Loan Obligations hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of repayment of any Loans or any of such other Loan Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Loans, this Agreement, the Collateral Agreements or the other Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Secured Party with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrowers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  To the fullest extent permitted by appli cable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Borrower, any right to require a proceeding first against any Borrower, protest, notice and all demands whatsoever and covenants that this Loan Guarantee shall not be discharged except by payment in full of the Loan Obligations or unless permitted by Section 6.06.

(c)Each Guarantor jointly and severally agrees to pay any and all reasonable and invoiced out-of-pocket costs and expenses (including reasonable and invoiced attorneys’ fees, disbursements and other charges of one counsel to the Lenders and one counsel to the Administrative Agent (and, if necessary, of one local counsel in each relevant jurisdiction and regulatory counsel) and consultants) incurred by the Administrative Agent or any other Secured Party in connection with the enforcement of, or preservation of rights under, the Loans Documents (including under this Section 6.01).

(d)If the Administrative Agent or any other Secured Party is required by any court or otherwise to return to the Borrowers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrowers or the Guarantors, any amount paid either to the Administrative Agent or any other Secured Party, this Loan Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(e)Each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Secured Parties in respect of any obligations guaranteed hereby until payment in full of all Loan Obligations guaranteed hereby or until such Guarantor’s Loan Guarantee is released pursuant to Section 6.06.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Secured Parties, on the other hand, (x) the maturity of the Loan Obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of this Loan Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Loan Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Loan Obligations as provided in Article VII, such Loan Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Loan Guarantee.  The Guarantors shall have the right to

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seek contribution from any Guarantor that has not paid its proportionate share of any payment made hereunder, so long as the exercise of such right does not impair the rights of the Secured Parties under this Loan Guarantee.

(f)Each Loan Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against any Borrower for liquidation, reorganization, should any Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of such Borrower’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Loans are, pursuant to applicable law, rescinded or reduced in a mount, or must otherwise be restored or returned by any obligee on the Loans or the Loan Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Loans shall, to the fullest extent permitted by applicable law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(g)In case any provision of this Loan Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(h)The Loan Guarantee issued by any Guarantor shall be (i) a senior secured obligation of such Guarantor and (ii) senior in right of payment to all existing and future subordinated Indebtedness of such Guarantor.

(i)Each payment to be made by a Guarantor in respect of its Loan Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 6.02The Loan Guarantee.  Each Guarantor, and by its making of the Loans, each Lender, hereby confirms that it is the intention of all such parties that the Loan Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Loan Guarantee.  To effectuate the foregoing intention, the Secured Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article VI, result in the obligations of such Guarantor under its Loan Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.  Each Guarantor that makes a payment under its Loan Guarantee shall be entitled upon payment in full of all guaranteed Loan Obligations to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accord ance with GAAP.

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Section 6.03Execution and Additional Guarantors.  If required by Section 5.17  the Borrowers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 5.17 and this Article VI, to the extent applicable.

Section 6.04Subrogation.  Each Guarantor shall be subrogated to all rights of the Secured Parties against the Borrowers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 6.01; provided that, if a Default or an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents shall have been paid in full.

Section 6.05Benefits Acknowledged.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the guarantee and waivers made by it pursuant to its Loan Guarantee are knowingly made in contemplation of such benefits

Section 6.06Release of Guarantees.  (a)  A Loan Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Borrowers or the Secured Parties is required for the release of such Guarantor’s Loan Guarantee (i) if all of the Equity Interests issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person oth er than a Borrower or a Guarantor, (ii) if such Guarantor ceases to be a Restricted Subsidiary (and, in each case of preceding clauses (i) and (ii), the Borrowers otherwise comply with the terms of this Agreement, including Section 5.08, Section 5.13 and Section 5.22, as applicable, in connection with any such transaction), (iii) upon payment in full in cash of the principal of, premium, if any, on and accrued and unpaid interest on, the Loans and all other Loan Obligations hereunder and under the other Loan Documents, or (iv) if such release has been consented in accordance with Section 9.02.

(b)In the case of a release of a Loan Guarantee pursuant to clause (a)(i) or (ii) above, the Borrowers shall deliver to the Administrative Agent an Officer’s Certificate stating that all conditions precedent provided for in this Agreement relating to such transaction have been complied with in all material respects.

(c)At the request and at the expense of the Borrowers, the Administrative Agent shall execute and deliver any instrument (in form and substance reasonably satisfactory to the Administrative Agent) evidencing the release of any Loan Guarantee as permitted by this Section 6.06.

ARTICLE VII
EVENTS OF DEFAULT

Section 7.01Events of Default.  Upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”):

(a)default shall be made in the payment of any principal of or premium, if any, on any Loan when and as the same shall become due and payable at its Stated

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Maturity, upon optional prepayment, upon a required repayment or offer to repay (including a default in payment resulting from the failure to make a required offer to repay), upon acceleration or otherwise;

(b)default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in clause (a) above) due under any Loan Document, when and as the same shall become due and payable, whether at the due date thereof (including an Interest Payment Date) or at a date fixed for prepayment (whether voluntary or mandatory) or by acceleration or demand thereof or otherwise, and such default shall continue unremedied for a period of thirty days;

(c)any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings of Loans hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d)default shall be made in the due observance or performance by Parent or any of its Restricted Subsidiaries of any covenant or agreement contained in Section 5.02(b)(i), 5.05, 5.10 or 5.22;

(e)default shall be made in the due observance or performance by Parent or any of its Restricted Subsidiaries of any covenant or agreement contained in Section 5.01, 5.02, 5.06, 5.07, 5.09, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20, 5.21, 5.23 or 5.24, which default continues for a period of 30 days after any Loan Party receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from th e Administrative Agent or the Required Lenders;

(f)default shall be made in the due observance or performance by any Loan Party of any covenant or agreement contained in any Loan Document (other than those specified in clause (a), (b), (d) or (e) immediately above) which default continues for a period of 60 days after any Loan Party receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from the Administrative Agent or the Required Lenders;

(g)(i) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than the Loan Obligations) of Parent or any Restricted Subsidiary of Parent or the acceleration of the final Stated Maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10,000,000 or more at any time and such failure shall not have been cured or waived within 20 days thereof or (ii) the occurrence of any “Event of Default” under the Senior Notes Documents;

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(h)any Borrower, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i)commences a voluntary case,

(ii)consents to the entry of an order for relief against it in an involuntary case,

(iii)consents to the appointment of a custodian of it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or

(iv)generally is not paying its debts as they become due;

(i)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)is for relief against any Borrower, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case,

(ii)appoints a custodian of any Borrower, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of any Borrower, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, or

(iii)orders the liquidation of any Borrower, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary,

and the order or decree remains unstayed, undischarged or unremedied and in effect for 60 consecutive days;

(j)failure by Parent or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by an insurance carrier or pursuant to which Parent or any of its Restricted Subsidiaries is not indemnified by a third party who has agreed to honor such obligation) aggregating in excess of $10,000,000, which judgments are not paid, discharged, stayed, vacated or bonded for a period of 60 consecutive days;

(k)except as permitted by this Agreement, any Loan Guarantee shall be held in any judicial proceeding to be unenforceable or shall cease for any reason to be in full

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force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligation under its Loan Guarantee;

(l)with respect to any Collateral having a Fair Market Value in excess of $10,000,000, any Collateral Agreement shall cease to be in full force and effect other than in accordance with the terms of such Collateral Agreement, or shall cease to give the Collateral Agent for the benefit of the Secured Parties, rights, powers and privileges purported to be created thereby, which default continues for a period of 30 days after any Loan Party receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default ”) from the Administrative Agent or the Required Lenders; or

(m)a Change of Control shall occur;

then, and in every such event (other than an event with respect to any of the Borrowers described in clause (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers (stating that such notice is a “Notice of Default”), take one or more of the following actions, at the same or different times:  (i) terminate forthwith the Commitments; (ii) declare the Loans and the other Loan Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Loan Obligations of the Loan Parties accrued hereunder and under any other Loan Document (including without limitation any Prepayment Premium t hat would apply in the event of a prepayment of all Loans pursuant to Section 2.09(a) at the applicable time, the Borrowers acknowledging and agreeing that upon acceleration of the Loans prior to the fourth anniversary of the Closing Date, the applicable Prepayment Premium shall thereupon also become immediately due and payable), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding and (iii) exercise any and all of its other rights and remedies under applicable law, hereunder and under the other Loan Documents; and if any Event of Default described in clause (h) or (i) above occurs with respect to any Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fe es and all other Loan Obligations of the Loan Parties accrued hereunder and under any other Loan Document (including without limitation any Prepayment Premium that would apply in the event of a prepayment of all Loans pursuant to Section 2.09(a) at the applicable time), shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding.

ARTICLE VIII
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

Section 8.01Appointment.  (a)  Each Lender hereby irrevocably designates and appoints each of the Administrative Agent and the Collateral Agent as an agent of such Lender

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under this Agreement and the other Loan Documents.  Each Lender irrevocably authorizes each Agent, in such capacity, through its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article VIII are solely for the benefit of the Agents and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any such provisions.

(b)Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable law a security interest can be perfected by possession or control.  Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Section 8.02Agent in Its Individual Capacity.  Each Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Company or Affiliate thereof as if it were not an Agent hereunder and without duty t o account therefor to the Lenders.

Section 8.03Exculpatory Provisions.  No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent, it is understood that in all cases the Administrative Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) (acting in accordance with the Credit Agreement and other Loan Documents), as it deems appropriate (it being understood that this provision is intended solely for the benefit of the Administrative Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose or shall be liable for the failure to disclose, any information relating to any Company or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity.  No Agent shall be liable

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for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as any Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02).  No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in an y Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document.  Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.  Each party to this Agreement acknowledges and agrees that the Administrative Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrowers and the other Loan Parties.  No Agent shall be liable for any action taken or not taken by any such service provider.

Section 8.04Reliance by Agent.  Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by a proper Person.  Each Agent also may rely upon any statement made to it orally and believed by it to b e made by a proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless each Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan.  Each Agent may consult with legal counsel (who may be counsel for any of the Loan Parties), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or advisors.

Section 8.05Delegation of Duties.  Each Agent may perform any and all of its duties and exercise its rights and powers by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.  The exculpatory provisions of the preceding paragraphs and the indemnification provisions contained herein shall apply to any such sub-agent and to the

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Affiliates of each Agent and any such sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Section 8.06Successor Agent.  Each Agent may resign as such at any time upon at least 30 days’ prior notice to the Lenders and Parent.  Upon any such resignation, the Required Lenders shall have the right, in consultation with Parent, to appoint a successor Agent from among the Lenders.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent m ay, on behalf of the Lenders, and in consultation with Parent, appoint a successor Agent, which successor shall be a commercial lending or other financial institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided that if such retiring Agent is unable to find a commercial banking institution that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent.

Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents.  The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After an Agent’s resignation hereunder, the provisions of this Article VIII, Section 9.03 and Sections 9.08 to 9.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 8.07Non-Reliance on Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has ac knowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto).  Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Section 8.08Indemnification.  The Lenders severally agree to indemnify each Agent in its capacity as such and each of its Related Persons (to the extent not reimbursed by the

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Borrowers or the Guarantors and without limiting the obligation of the Borrowers or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 8.08 (or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or Related Person in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein, the Transactions or any of the other transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Related Person under or in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT OR RELATED PERSON); provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, claims, suits, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements that are found by a final and nonappealable judgment of a court of competent jurisdiction to have directly resulted primarily from such Agent’s or Related Party’s, as the case may be, gross negligence or willful misconduct.  The agreements in this Section 8.08 shall survive the payment of the Loans and all other amounts payable hereunder.

ARTICLE IX
MISCELLANEOUS

Section 9.01Notices.

(a)Generally.  Notices and other communications provided for herein shall, except as provided in Section 9.01(b), be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)if to any Loan Party, to Parent at:

Global Aviation Holdings Inc.
101 World Drive
Peachtree City, GA  30269-6965
Attention: Mark McMillin
Telecopy No.:  (770) 632-8048

With a copy to: Reid Gibson

Telecopy No.:  (770) 632-8058; and

(ii)if to the Administrative Agent or the Collateral Agent, to it at:

Wells Fargo Bank, National Association
625 Marquette Ave.

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Mac N9311-110

Minneapolis, MN 55479
Attention:  David Bergstrom
Telecopy No.:  (612) 667-9825;

(iii)if to a Lender, to it at its address (or telecopy number) set forth on Annex I or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto;

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01(a) or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01(a), and failure to deliver courtesy copies of notices and other communications shall in no event affect the validity or effectiveness of such notices and other communications.

Notices delivered through electronic communications to the extent provided in Section 9.01(b) below, shall be effective as provided in Section 9.01(b).

(b)Electronic Communications.  Notices and other communications to the Lenders hereunder may (subject to Section 9.01(d)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent (in a manner set forth in Section 9.01(a)) that it is incapable of receiving not ices under such Article by electronic communication.  The Administrative Agent, the Collateral Agent or the Borrowers may, in their respective sole discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to their respective approved procedures (including as set forth in Section 9.01(d)); provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (including by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and ide ntifying the website address therefor.

(c)Change of Address, etc.  Any party hereto may change its address, telecopier number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

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(d)Posting.  Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii ) provides notice of any Default or Event of Default under this Agreement or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at david.bergstrom@wellsfargo.com or at such other e-mail address(es) provided to the Borrowers by the Administrative Agent from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require.  Nothing in t his Section 9.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

Each Loan Party further agrees that the Administrative Agent may make the Communications available to the other Agents or the Lenders by posting the Communications on IntraLinks, SyndTrak or a substantially similar electronic transmission system (the “Platform”).  The Platform is provided “as is” and “as available.”  The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications.  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform.

Section 9.02Waivers; Amendment.  (a)  No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be

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construed as a waiver of any Default or Event of Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.  No notice or demand on any Borrower or any other Loan Party in any case shall entitle any Borrower or any other Loan Party to any other or further notice or demand in similar or other circumstances.

(b)Except as otherwise expressly provided in this Agreement or any other Loan Document, subject to Section 9.02(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Collateral Agreement) and the Loa n Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall:

(i)increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default or Event of Default (or any definition used, respectively, therein) shall constitute an increase in the Commitment of any Lender for purposes of this clause (i));

(ii)reduce the principal amount, premium, including any Prepayment Premium, if any, of any Loan (or payable in connection with the prepayment of such Loan at a given time) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(b)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation under the Loan Documents, without the written consent of each Lender directly affected thereby;

(iii)postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Loan under Section 2.08, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the interest rate pursuant to Section 2.06(b)), or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby;

(iv)change Section 2.10(b) or (c) or Section 9.02 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender;

(v)change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 9.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender;

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(vi)release all or substantially all of the Guarantors from their respective Loan Guarantees (except as expressly provided in Article VI), or limit the liability of all or substantially all of the Guarantors in respect of such Loan Guarantees, without the written consent of each Lender;

(vii)except as expressly permitted in this Agreement or any Collateral Agreement, release all or substantially all of the Collateral from the Liens of the Collateral Agreements or alter the relative priorities of the Loan Obligations entitled to the Liens of the Collateral Agreements (except in connection with securing additional Loan Obligations equally and ratably with the other Loan Obligations), in each case without the written consent of each Lender; or

(viii)change Section 9.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender;

provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be.  Notwithstanding the foregoing, (A) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (z) Section 2.13(b) is complied with, and (B) the Intercreditor Agreement may be amended without the consent of the Required Lenders to the extent provided in Section 5.6 of the Intercreditor Agreement and the proviso to Section 9.3 of the Intercreditor Agreement.

(c)Without the consent of any other Person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable law to give effect to, or protect an y security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable law.

Section 9.03Expenses; Indemnity; Damage Waiver.  (a)  The Loan Parties agree, jointly and severally, to pay, promptly upon demand (as provided in clause (g) below in this Section 9.03):

(i)all reasonable costs and invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent and, to the extent GSO Capital Partners LP and its Affiliates (collectively, “GSO”) hold at least a majority in aggregate principal amount of the Loans outstanding at such time, GSO, including the reasonable fees,

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charges and disbursements of (x) one counsel (and, if necessary, of one local counsel in each relevant jurisdiction and regulatory counsel) for GSO and (y) one counsel (and, if necessary, of one local counsel in each relevant jurisdiction and regulatory counsel) for the Administrative Agent and the Collateral Agent, in connection with the preparation, negotiation, execution and delivery of the Loan Documents, the administration of the Loans and Commitments, the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated);

(ii)           all costs and expenses incurred by the Administrative Agent or the Collateral Agent, including the fees, charges and disbursements of Advisors for the Administrative Agent and the Collateral Agent, in connection with any action, claim, suit, litigation, investigation, inquiry or proceeding affecting the Collateral or any part thereof, in which action, claim, suit, litigation, investigation, inquiry or proceeding the Administrative Agent or the Collateral Agent is made a party or participates or in which the right to use the Collateral or any part thereof is threatened, or in which it becomes necessary in the judgment of the Administrative Agent or the Collateral Agent to defend or uphold the Liens granted by the Collateral Agreements (including any action, claim, suit, litigation, investigation, inquiry or proceeding to estab lish or uphold the compliance of the Collateral with any applicable law);

(iii)          all reasonable and invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent and each of the Lenders (including the fees, charges and disbursements of one counsel to the Lenders and one counsel to the Administrative Agent and the Collateral Agent (and, if necessary, of one local counsel in each relevant jurisdiction and regulatory counsel) and consultants) incurred in connection with the enforcement or protection of its rights under the Loan Documents, including its rights under this Section 9.03(a), or in connection with the Loans made hereunder and the collection of the Loan Obligations, including all such reasonable and invoiced expenses incurred during any workout, restructuring or negotiations in respect of the Loan Obligations; and

(iv)          all Other Taxes in respect of the Loan Documents.

(b)           The Loan Parties agree, jointly and severally, to indemnify the Agents, each Lender and each of their respective Related Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, damages, liabilities, fees, fines, penalties, actions, judgments, suits and related expenses, including reasonable Advisors fees, charges and disbursements (collectively, “Claims”), incurred by, imposed on or asserted against any Indemnitee, directly or indirectly, arising out of, in any way connected with, or as a result of (i) the execution, delivery, performance, administration or enforcement of the Loan Documents or any agreement or instrument contemplated thereby or the performance by the parties thereto of their respective obligations thereunder, (ii) any actual or proposed use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any past, present or future non-compliance

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with, or violation of, or liability under, any Environmental Laws or Environmental Permits applicable to any Company or Subsidiary thereof, or any Company’s or any Subsidiary’s business, or any property presently or formerly owned, leased, or operated by any Company or Subsidiary thereof or their predecessors in interest, (v) the environmental condition of any property owned, leased, or operated by any Company or subsidiary thereof at any time, or the applicability of any applicable law relating to such property, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Company or Subsidiary thereof, (vi) the imposition of any environmental Lien encumbering any real property, (vii) the consummation of the Transactions and the other transactions contemplated hereby (including the syndication of the Loans and the Commitments) or ( viii) any actual or prospective action, claim, suit, litigation, investigation, inquiry or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or otherwise, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities fees, fines, penalties, actions, judgments, suits or related costs or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have primarily resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)           The Loan Parties agree, jointly and severally, that, without the prior written consent of the Administrative Agent and any affected Lender, which consent(s) will not be unreasonably withheld, the Loan Parties will not enter into any settlement of a Claim naming any Indemnitee in respect of the subject matter of clauses (i) through (ix) of Section 9.03(b) unless such settlement includes an explicit and unconditional release from the party bringing such Claim of such Indemnitee.

(d)           The provisions of this Section 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans and any other Loan Obligations, the release of any Guarantor or of all or any portion of the Collateral, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agents or any Lender.  All amounts due under this Section 9.03 shall be accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(e)           To the extent that the Loan Parties fail to indefeasibly pay any amount required to be paid by them to the Agents under Sections 9.03(a) or (b) in accordance with Section 9.03(g), each Lender severally agrees to pay to the Agents such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed Claim was incurred by or asserted against any of the Agents in its capacity as such.  For purposes of this Section 9.03(e), a Lender’s “pro rata share” ; shall be determined based upon its share of the sum of the outstanding Loans and unused Commitments at the time.

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(f)            To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, exemplary, consequential, or punitive damages (including any loss of profits, business or anticipated savings) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions or any Loan or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee.

(g)           All amounts due under this Section 9.03 shall be payable not later than 10 days after demand therefor.

Section 9.04         Successors and Assigns.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender, which consent may be withheld in their respective sole discretion (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void).  Nothing in this Agreement or any other Loan Document, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent expressly provided in Section 9.04(e) and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement or any other Loan Document.

(b)           Any Lender shall have the right at any time to assign to one or more assignees (other than any Company or any Affiliate thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it), subject (other than assignments to an affiliate of a Lender or an Approved Fund) to the acknowledgment of the Administrative Agent (such acknowledgment not to be unreasonably withheld, conditioned or delayed); provided that:

(i)            except in the case of (A) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (B) an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000;

(ii)           each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement;

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(iii)          the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500;

(iv)          the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(v)           all assignments made by any Lender of all or a portion of such Lender’s rights and obligations under this Agreement shall be by novation.

Subject to acceptance and recording thereof pursuant to Section 9.04(d), from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12 and 9.03).

(c)           The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrowers, the Collateral Agent and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)           Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.04(b) and any written consent to such assignment required by Section 9.04(b), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 9.04(d).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with the requirements of this Sectio n 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(e).

(e)           Any Lender shall have the right at any time, without the consent of, or notice to the Borrowers, the Administrative Agent or any other Person to sell participations to any Person (other than any Company or any Affiliate thereof or a natural Person) (a

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“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Document s; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) is described in clauses (i), (ii) or (iii) of the proviso to Section 9.02(b) and (2) directly affects such Participant.  Subject to Section 9.04(f), each Participant shall be entitled to the benefits of Section 2.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b).  To the extent permitted by applicable law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees in writing to be subject to Section 2.10(c) as though it were a Lender.  Each Lender shall, acting for this purpose as an agent of the Borrowers, maintain at one of its offices a register for the re cordation of the names and addresses of its Participants, and the amount and terms of its participations; provided that no Lender shall be required to disclose or share the information contained in such register with the Borrowers or any other Person, except as required by applicable law.

(f)            A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the prior written consent of the Borrowers (which consent shall not be unreasonably withheld, delayed or conditioned).  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.11 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.11 as though it were a Lender.

(g)           Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 9.04(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.  Without limiting the foregoing, in the case of any Lender that is a fund that invests in bank loans or similar extensions of credit, such Lender may, without the consent of the Borrowers, the Administrative Agent or any other Person, collaterally assign or pledge al l or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, Administrative Agent for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

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(h)           The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 9.05         Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the reports, certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any Obligation under the Loan Documents and so long as the Commitments have not expired or terminated.  The provisions of Article VIII and Sections 2.11, 8.06, 9.03 and 9.08 to 9.10 shall survive and remain in full force and effect regardless of the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

Section 9.06         Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been e xecuted by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 9.07         Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.08         Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time

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and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of any Loan Party now or hereafter existing under this Agreement or any other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 9.09         Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b)           Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enfor ced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.  Nothing in this Agreement or any other Loan Document or otherwise shall affect any right that the Administrative Agent, any other Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)           Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.09(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)           Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopy or email) in Section 9.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law.

Section 9.10         Waiver of Jury Trial.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in

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any legal proceeding directly or indirectly arising out of or relating to any Loan Document, the Transactions or the other transactions contemplated hereby or thereby (whether based on contract, tort or any other theory).  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.10.

Section 9.11         Headings; No Adverse Interpretation of Other Agreements.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.  This Agreement may not be used to interpret any other loan or debt agreement or instrument of any Company or of any other Person.  Any such loan or debt agreement or instrument may not be used to interpret this Agreement or any other Loan Document.

Section 9.12         Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ and Approved Funds’ directors, officers, employees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory authority or any quasi-regulatory authority (such as the National Association of Insurance Commissioners ), (c) to the extent required by applicable law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under the Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and their obligations, (iii) any actual or prospective investor in a special purpose funding vehicle or (iv) any rating agency for the purpose of obtaining a credit rating applicable to any Loan or Loan Party, (g) with the consent of th e Borrowers or (h) to the extent such Information (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrowers or any Subsidiary.  In addition, the Agents and the Lenders may disclose the existence of the Loan Documents and information about the Loan Documents to market data collectors, similar service providers to the financing community, and service providers to the Agents and the Lenders.  For the purposes of this Section 9.12, “Information” shall mean all information received from any Borrower relating to such Borrower or any of its Subsidiaries or its business that is identified at the time of delivery as confidential, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential b asis prior to disclosure by such Borrower.  Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to

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have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.13         Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 9.14         Assignment and Acceptance.  To become a party to this Agreement, each Lender (other than the Administrative Agent and any other Lender that is a signatory hereto) shall deliver to the Administrative Agent an Assignment and Acceptance duly executed by such Lender, the Borrowers (if the Borrowers’ consent to such assignment is required hereunder) and the Administrative Agent.

Section 9.15         Obligations Absolute.  To the fullest extent permitted by applicable law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)           any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)           any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)           any exchange, release or non-perfection or loss of priority of any Liens on any or all of the Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Loan Obligations;

(e)           any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)            any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

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Section 9.16         Waiver of Defenses; Absence of Fiduciary Duties.  (a)  Each of the Loan Parties hereby waives any and all suretyship defenses available to it as a Guarantor arising out of the joint and several nature of its respective duties and obligations hereunder (including any defense contained in Article VI).

(b)           Each of the Loan Parties agrees that in connection with all aspects of the transactions contemplated hereby or by the other Loan Documents and any communications in connection therewith, the Loan Parties and their respective Affiliates, on the one hand, and each Lender, special purpose funding vehicle and Agent, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any Lender, special purpose funding vehicle or any Agent or any of their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

Section 9.17         USA Patriot Act.  Each Lender hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name, address and taxpayer identification number of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

Section 9.18         Judgment Currency.  (a)  The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of Dollars expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents.  If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b)           If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties shall pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c)           For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 9.18, such amounts shall include any premium and costs payable in connection with the purchase of Dollars.

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Section 9.19         Other Liens On Collateral; Terms of Intercreditor Agreement; Etc.  (a)  EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE COLLATERAL PURSUANT TO THE SENIOR NOTE DOCUMENTS, WHICH LIENS SHALL BE SUBJECT TO TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT.  PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

(b)           EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.

(c)           THE PROVISIONS OF THIS SECTION 9.19 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT.  REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.  EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.

Section 9.20         Release of Liens.  (a)  At such time as all of the Loans and the other Loan Obligations (other than contingent reimbursement and indemnification obligations not yet accrued and payable) shall have been paid in full in cash, the Collateral shall be released from the Liens created by the Collateral Agreements, and the Collateral Agreements and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Collateral Agreements shall terminate, all without delivery of any instrument or performance of any act by any Person.

(b)           The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) constituting property being sold or otherwise disposed of (to Persons other than Parent and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 5.08, (ii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 9.02), (iii) constituting property owned by a Guarantor upon release of such Guarantor from its Obligations under the Loan Guarantee pursuant to Section 6.06 or (iv) as otherwise may be expressly provided in the relevant Collateral Agreement; provided that no Lien shall be released pursuant to this Section 9.20(b) unless the Lien on the respective Collateral granted to the collateral agent under each of the First Lien Note Indenture and the Permitted Third Lien Refinancing Indebtedness (to the extent that any such Indebtedness is outstanding) is released contemporaneously.  Upon request by the Administrative

96

Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.20.

(c)           To the extent the Required Lenders (or all of the Lenders to the extent required by Section 9.02) waive the provisions of this Agreement with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Agreement (other than to Parent or a Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by the Collateral Agreements, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

(Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed by their respective authorized officers or other authorized signatories as of the day and year first above written.

	GLOBAL AVIATION HOLDINGS INC.
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
&nb sp;		Title: General Counsel & Corporate Secretary
	NORTH AMERICAN AIRLINES, INC.
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
		Title: General Counsel & Corporate Secretary
	WORLD AIRWAYS, INC.
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
		Title: General Counsel & Corporate Secretary

[Signature Page to Second-Lien Credit Agreement]

NEW ATA INVESTMENT INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

[Signature Page to Second-Lien Credit Agreement]

NEW ATA ACQUISITION INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

[Signature Page to Second-Lien Credit Agreement]

	WORLD AIR HOLDINGS, INC.
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
&nb sp;		Title: General Counsel & Corporate Secretary
	WORLD AIRWAYS PARTS COMPANY, LLC
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
		Title: General Counsel & Corporate Secretary
	GLOBAL AVIATION VENTURES SPV LLC
	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
		Title: General Counsel & Corporate Secretary

[Signature Page to Second-Lien Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent
By:	/s/ David Bergstrom
	Name: David Bergstrom
	Title: Assistant Vice President

[Signature Page to Second-Lien Credit Agreement]

BLACKSTONE / GSO CAPITAL SOLUTIONS FUND LP, as a Lender
By:	/s/ George Fan
	Name: George Fan
	Title: Chief Legal Officer
BLACKSTONE HOLDINGS FINANCE CO. LLC, as a Lender
By:	/s/ Laurence A. Tosi
	Name: Laurence A. Tosi
	Title: Chief Financial Officer

[Signature Page to Second-Lien Credit Agreement]

Annex I

Initial Lenders and Commitments

Lender	Address for Notices	Funded Amount of Loan (USD)		Amount of Commitment (USD)
Blackstone / GSO Capital Solutions Fund LP	c/o GSO Capital Partners LP 280 Park Avenue New York, NY 10017 Attention: Jason New Telecopy No.: (212) 503-6930	$	54,476,500.00	$	60,762,250.00
Blackstone Holdings Finance Co. LLC	c/o GSO Capital Partners LP 280 Park Avenue New York, NY 10017 Attention: Jason New Telecopy No.: (212) 503-6930	10,523,500.00		11,737,750.00		< p style="margin:0in 0in .0001pt;">
	Total	$	65,000,000.00	$	72,500,000.00

1

EX-10.21

Exhibit 10.21

EXECUTION COPY

SECOND-LIEN SECURITY AGREEMENT

made by

GLOBAL AVIATION HOLDINGS INC.,

NORTH AMERICAN AIRLINES, INC.,

WORLD AIRWAYS, INC.

and

THE OTHER GRANTORS IDENTIFIED HEREIN

in favor of

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent

Dated as of September 29, 2009

TABLE OF CONTENTS

Overriding Provisions with respect to Collateral

		Page
SECTION 1.	DEFINED TERMS	1
1.1.	Definitions	1
1.2.	Other Definitional Provisions	5
SECTION 2.	GRANT OF SECURITY INTEREST	6
SECTION 3.	REPRESENTATIONS AND WARRANTIES	9
3.1.	Title; No Other Liens	9
3.2.	Perfected Liens	9
3.3.	Jurisdiction of Organization	10
3.4.	Inventory and Equipment	10
3.5.	Farm Products	10
3.6.	Investment Property	10
3.7.	Receivables	11
3.8.	Intellectual Property	11
3.9.	Commercial Tort Claims	11
3.10.	Deposit Accounts, Etc.	11
SECTION 4.	COVENANTS	11
4.1.	Delivery of Instruments, Certificated Securities and Chattel Paper	11
4.2.	Maintenance of Insurance	11
4.3.	Maintenance of Perfected Security Interest; Further Documentation	12
4.4.	Changes in Locations, Name, etc.	12
4.5.	Notices	13
4.6.	Investment Property	13
4.7.	Receivables	14
4.8.	< p style="margin:0in 0in .0001pt;">Intellectual Property	14
4.9.	Commercial Tort Claims	16
4.10.	Deposit Accounts	17
4.11.	17
SECTION 5.	REMEDIAL PROVISIONS	17
5.1.	Certain Matters Relating to Receivables	17
5.2.	Communicati ons with Obligors; Grantors Remain Liable	18
5.3.	Pledged Equity	19
5.4.	Proceeds to be Turned Over to Collateral Agent	20
5.5.	Application of Proceeds	20
5.6.	Code and Other Remedies	21
5.7.	Registration Rights	22
5.8.< /font>	Deficiency	23
5.9.	Notice of Sole Control	23

SECTION 6.	THE COLLATERAL AGENT	23
6.1.	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	23
6.2.	Duty of Collateral Agent	25
6.3.	Execution of Financing Statements	25
6.4.	Authority of Collateral Agent	26
SECTION 7.	MISCELLANEOUS	26
7.1.	Amendments in Writing	26
7.2.	Notices	26
7.3.	No Waiver by Course of Conduct; Cumulative Remedies	26
7.4.	Enforcement Expenses; Indemnification. (a)	27
7.5.	Successors and Assigns	27
7.6.	Setoff	27
7.7.	Counterparts	28
7.8.	Severability	28
7.9.	Sectio n Headings	28
7.10.	Integration	28
7.11.	GOVERNING LAW	28
7.12.	Submission To Jurisdiction; Waivers	28
7.13.	Acknowledgments	29
7.14.	Additional Grantors	29
7.15.	Releases	29
7.16.	WAIVER OF JURY TRIAL	30

SCHEDULES

Schedule 1	Investment Property
Schedule 2	Perfection Matters
Schedule 3	Jurisdictions of Organization
Schedule 4	Inventory and Equipment Locations
Schedule 5	Intellectual Property
Schedule 6	Commercial Tort Claims
Schedule 7	Deposit Accounts

Acknowledgment and Consent

SECOND-LIEN SECURITY AGREEMENT, dated as of September 29, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association as collateral agent (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to the Second-Lien Term Loan Credit Agreement, dated as of September 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among Global Aviation Holdings Inc., a Delaware corporation (“Parent”), North American Airlines, Inc., a Delaware corporation (“NAA”), World Airways, Inc., a Delaware corporation (“WAI” and, together with Parent and NAA, each a “Borrower” and, collectively, the “Borrowers”), the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”),  Wells Fargo Bank, National Association, as administrative agent (in such capacity and together with its successors and assigns in such capacity, the “Administrative Agent”), the Collateral Agent and the other parties thereto, the Lenders have severally agreed to make Loans to the Borrowers (which are guaranteed by the other Grantors) upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Term Loan Agreement, Loans made by the Lenders may be exchanged for Exchange Notes issued pursuant to the Exchange Note Indenture at the times and upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the Loans under the Term Loan Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective Loans to the Borrowers under the Term Loan Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent and the Lenders to enter into the Term Loan Agreement and to induce the Lenders to make their respective Loans to the Borrowers thereunder, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1.           DEFINED TERMS

1.1.          Definitions.  (a)  Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement, and the following terms are used herein as defined in the New York UCC:  Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Intermediary, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Letter of Credit Rights, Securities Account, Securities Intermediary and Supporting Obligations.

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(b)           The following terms shall have the following meanings:

“Agreement”:  this Second-Lien Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ATA Collateral”:  as defined in the Intercreditor Agreement.

“Collateral”:  as defined in Section 2.

“Collateral Account”:  any collateral account established by the Collateral Agent as provided in Section 5.1 or 5.4.

“Collateral Deposit Account”:  any Deposit Account other than an Excluded Account.

“Copyrights”:  (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses”:  any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Deposit Account”:  as defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time savings, passbook or like account maintained with a depositary institution.

“Deposit Account Control Agreement”:  an agreement in form and substance reasonably satisfactory to the Collateral Agent, among any Grantor, a banking institution holding such Grantor’s funds, and the Collateral Agent with respect to collection and control of all deposits and balances held in a Collateral Deposit Account maintained by any Grantor with such banking institution.

“Discharge of First-Lien Obligations”:  as defined in the Intercreditor Agreement.

“Domestic Subsidiary”:  any Subsidiary of Parent other than a Foreign Subsidiary.

“Excluded Accounts”:  (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments, (ii) any Deposit Account, Securities Account or Commodity Account with an average annual balance of less than $1,000,000, (iii) any Deposit Account, Securities Account or Commodity Account that is exclusively used to hold Excluded Cash, (iv) Trust Tax Accounts, and (v) Lessor Maintenance Reserve Accounts.

2

“Excluded Cash”:  cash and Cash Equivalents pledged or deposited in accordance with clause (iv), (v), (xiii), (xv), (xvii), (xviii), (xx), (xxi) or (xxii) of the definition of Permitted Liens in the Term Loan Agreement.

“Excluded Property”:  as defined in Section 2.

“FAA Act”:  the collective reference to the U.S. Transportation Code (currently codified at Subtitle VII of Title 49 of the U.S. Code) as amended, supplemented, or otherwise modified from time to time, and all FARs and other rules, regulations, directives and orders issued or promulgated from time to time thereunder.

“FAA Collateral”:  Collateral as to which filing of a security interest requires compliance with filing requirements of the FAA Act.

“FARs”:  the FAA Regulations as in effect from time to time under Title 14 of the U.S. Code of Federal Regulations, including, without limitation, the Special Federal Aviation Regulations (as applicable), as amended, supplemented or otherwise modified from time to time.

“Financing Documents”:  the Term Loan Agreement, this Agreement, the other Loan Documents, and, if Exchange Notes are outstanding, the Exchange Note Indenture and the Exchange Notes.

“First-Lien Collateral Agent”:  as defined in the Intercreditor Agreement.

“First-Lien Documents”:  as defined in the Intercreditor Agreement.

“First-Lien Obligations”:  as defined in the Intercreditor Agreement.

“First-Lien Obligations Termination Date”:  that date upon which the Discharge of First-Lien Obligations shall have occurred.

“First-Lien Security Agreement”: as defined in the Intercreditor Agreement.

“Foreign Subsidiary”: any Subsidiary of Parent that is a “controlled foreign corporation,” within the meaning of section 957 of the U.S. Tax Code.

“Foreign Subsidiary Voting Stock”:  the voting Equity Interests of any Foreign Subsidiary and of any Domestic Subsidiary substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries.

“Intellectual Property”:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

3

“Intercompany Note”:  any promissory note evidencing loans or advances made by any Grantor to Parent or any of its Subsidiaries.

“Investment Property”:  the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock) and (ii) whether or not constituting “investment property” as so defined, all Pledged Debt and all Pledged Equity.

“Issuers”:  the collective reference to each issuer of any Investment Property.

“New York UCC”:  the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”:  the collective reference to the unpaid principal of and interest and premium on the Loans, any Exchange Notes and all other monetary obligations and liabilities of the Grantors (including, without limitation, interest accruing at the then applicable rate provided in the Term Loan Agreement or, if Exchange Notes are outstanding, the Exchange Note Indenture, as applicable, after the maturity of the Loans or the Exchange Notes, as the case may be, and interest accruing at the then applicable rate provided in the Term Loan Agreement or the Exchange Notes, as applicable, after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any of the Grantors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Parties, whether direct or in direct, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or pursuant to, the Financing Documents or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, premium, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Grantors pursuant to the terms of any of the foregoing agreements) and all guaranties of the foregoing amounts.

“Parent”:  as defined in the preamble.

“Patents”:  (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License”:  all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5.

“Pledged Debt”:  all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor, including all such promissory notes issued to SPV under the Existing Credit Agreement

4

(other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Equity”:  the Equity Interests listed on Schedule 1, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the issued and outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary or of any Domestic Subsidiary substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries be required to be pledged hereunder.

“Proceeds”:  all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable”:  any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Secured Parties”:  the collective reference to the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and, if Exchange Notes are outstanding, the Exchange Note Trustee and the Exchange Note Holders.

“Securities Act”:  the Securities Act of 1933, as amended.

“Third-Lien Creditors”: as defined in the Intercreditor Agreement.

“Third-Lien Obligations”: as defined in the Intercreditor Agreement.

“Trademarks”:  (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof.

“Trademark License”:  any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

1.2.          Other Definitional Provisions.  (a)  The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

5

(b)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)           Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2.           GRANT OF SECURITY INTEREST

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest other than Excluded Property (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a)           all Accounts;

(b)           all Chattel Paper;

(c)           all Deposit Accounts, Securities Accounts and Commodity Accounts;

(d)           all Documents;

(e)           all Equipment;

(f)            all Fixtures;

(g)           all General Intangibles;

(h)           all Instruments;

(i)            all Intellectual Property;

(j)            all Inventory;

(k)           all Investment Property;

(l)            all Letter of Credit Rights;

(m)          all Commercial Tort Claims with respect to the matters described on Schedule 6, as well as all Commercial Tort Claims provided for in Section 4.9;

(n)           all other personal property not otherwise described above;

(o)           all ATA Collateral;

(p)           all books and records pertaining to the Collateral; and

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(q)           to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Section 2, the term Collateral and the terms set forth in this Section defining the components of Collateral shall not include, and this Agreement shall not constitute a grant of a security interest in, any of the following (the “Excluded Property”):  (i) any property to the extent that such grant of a security interest in such property (a) is prohibited by any applicable law of a Governmental Authority, (b) requires a consent not obtained of any Governmental Authority pursuant to such law or (c) is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Parent and its Subsidiaries to terminate (or materially mod ify) or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or to a Lien on such property permitted to be incurred pursuant to the Financing Documents or, in the case of any Investment Property, Pledged Equity or Pledged Debt, any applicable shareholder or similar agreement, in each case (a) through (c) except to the extent that such law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under applicable law, (ii) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Financing Documents if the contract or other agreement in which such Lien is granted (or the doc umentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, (iii) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership of any Grantor to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument), (iv) Excluded Accounts, (v) the Equity Interests of any joint venture in respect of which Parent or any of its Subsidiaries holds Equity Interests if (and only so long as), in any case, the grant of any such security interest is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to a right on the part of the parties thereto other than Parent and its Subsidiaries to terminate (or materially modify) or requires any consent not obtained under any contract, license, agr eement, instrument or other document evidencing or giving rise to such property or any applicable shareholder, joint venture or similar agreement, (vi) FAA Collateral to the extent that a security interest cannot be perfected solely by filing a UCC-1 financing statement (or similar instrument), and (vii) Excluded Cash; provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to above and such Proceeds shall not constitute “Excluded Property” (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to above).  If an Event of Default shall have occurred and be continuing, each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any required consent that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material.

In addition, any Collateral consisting of Equity Interests or other securities issued by a Subsidiary shall be deemed to constitute Excluded Property to the extent that the pledge of

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such Equity Interests or other securities secures the Obligations under the Exchange Note Indenture (and shall not constitute Excluded Property for purposes of the other Obligations) and results in Parent being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence.  In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary of Parent due to the fact that the Subsidiary’s Equity Interests or other securities secure any Obligations under the Exchange Note Indenture, then such Equity Interests or other securities of such Subsidiary will automatically be deemed Excluded Property, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence.  In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in the shares of Equity Interests or other securities that are so deemed to constitute Excluded Property only from the Lien created hereunder to the extent securing the Obligations under the Exchange Note Indenture.  In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations under the Exchange Note Indenture in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to no longer constitute Excluded Property but only to the extent necessary to not be subject to any such financial statement requirement.

In addition, any Collateral consisting of Equity Interests or other securities of a Subsidiary shall be deemed to constitute Excluded Property to the extent that such Equity Interests or other securities constitute “Excluded Property” under (and as defined in) the First-Lien Documents by virtue of the second paragraph of Section 2 of the First-Lien Security Agreement (as in effect on the date hereof).  In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in such shares of Equity Interests or other securities that are so deemed to constitute Excluded Property.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE COLLATERAL AGENT AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.  IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.

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SECTION 3.           REPRESENTATIONS AND WARRANTIES

To induce the Collateral Agent and the Lenders to enter into the Term Loan Agreement and to induce the Lenders to make their respective Loans to the Borrowers thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

3.1.          Title; No Other Liens.  Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Financing Documents, such Grantor owns each item of the Collateral free and clear of any and all Liens.  No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Financing Documents or as to which documentation to terminate the same shall have been delivered to the Collateral Agent.  For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor.  For purposes of this Agreement and the other Financing Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property.  Each of the Collateral Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

3.2.          Perfected Liens.  Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 2 (x) will constitute valid perfected security interests in all of the Collateral (other than Intellectual Property) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filing, recording or registration in the United States pursuant to the New York UCC, ( y) will constitute valid perfected security interests in all of the Collateral consisting of Intellectual Property in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filings to be made in the United States Patent and Trademark Office and the United States Copyright Office, and (z) will constitute valid perfected security interests in each Collateral Deposit Account in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof upon the Collateral Agent obtaining “control” of such Collateral Deposit Account for purposes of the New York UCC, to the extent a se curity interest therein may be perfected by obtaining “control” pursuant to the New York UCC, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Financing Documents which have priority over the Liens on the Collateral by operation of law (including the priority rules under the New York UCC) or which, in the case of Collateral consisting of Pledged Equity

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and Pledged Debt, are Liens created by the First-Lien Documents, or are nonconsensual Liens permitted pursuant to the Financing Documents to be prior to the security interests granted pursuant to this Agreement or which, in the case of Collateral other than Pledged Equity and Pledged Debt, are permitted pursuant to the Financing Documents to be prior to the security interests granted pursuant to this Agreement.

3.3.          Jurisdiction of Organization.  On the date hereof, such Grantor’s jurisdiction of organization and identification number from the jurisdiction of organization (if any) are specified on Schedule 3.  Such Grantor has furnished to the Collateral Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof.

3.4.          Inventory and Equipment.  On the date hereof, the Inventory and the Equipment of each Grantor (other than aircraft and Inventory and Equipment on any aircraft) are kept at the locations listed on Schedule 4.  The provisions of this Section 3.4 shall not apply to Equipment or Inventory in transit, that has been sold (including sales on consignment or approval in the ordinary course of business), that is out for repair, that is at other locations for purposes of onsite maintenance or repair, or that is at airports to permit onsite maintenance or repair of aircraft or aircraft engines, or to Equipment and Inventory at locations with less than $2,000,000 in aggregate value.

3.5.          Farm Products.  None of the Collateral constitutes, or is the Proceeds of, Farm Products.

3.6.          Investment Property.  (a)  On the date hereof, the shares of Pledged Equity pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Subsidiary owned by such Grantor, except that, in the case of Subsidiaries that are Foreign Subsidiaries or Domestic Subsidiaries substantially all of whose assets consist of voting Equity Interests of one or more Foreign Subsidiaries, the shares of such Issuers pledged by such Grantor constitute 65% of the outstanding Foreign Subsidiary Voting Stock of each such Issuer (or, if such Grantor owns less than 65% of the outstanding Foreign Subsidiary Voting Stock of any such Issuer, constitute all the Foreign Subsidiary Voting Stock of such Issuer owned by such Grantor).

(b)           All the shares of the Pledged Equity as to which Parent or a Subsidiary of Parent is the Issuer have been duly and validly issued and are fully paid and nonassessable.

(c)           To the best of such Grantor’s knowledge, all of the Pledged Debt constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)           Such Grantor is the beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of any other Person, except the security interest created by this Agreement, by the First-Lien

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Documents, any security interest securing any Third-Lien Obligations or nonconsensual Liens permitted pursuant to the Financing Documents.

3.7.          Receivables.  No amount payable to such Grantor under or in connection with any Receivable of an amount greater than $2,000,000 is evidenced by any Instrument or Chattel Paper which has not been delivered to the Collateral Agent.

3.8.          Intellectual Property.  Schedule 5 lists all Intellectual Property that is registered in the United States or for which application for registration in the United States has been filed and that is material to the operation of the business of Parent and its Subsidiaries taken as a whole owned by such Grantor in its own name on the date hereof.  Such Intellectual Property is valid and enforceable, the use thereof does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party and, to the knowledge of such Grantor, as of the date hereof, no third party has or is infringing, misappropriating or otherwise violating Grantor’s rights in and to such Intellectual Property, except to the extent that the invalidity or unenforcea bility of such Intellectual Property or such infringement, misappropriation or violation could not reasonably be expected to have a Material Adverse Effect.

3.9.          Commercial Tort Claims.  On the date hereof, except to the extent listed in Section 2 above, no Grantor has knowledge of rights in any Commercial Tort Claim as to which it reasonably expects to recover more than $2,000,000.

3.10.        Deposit Accounts, Etc.  All of such Grantor’s Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) as of the date hereof are listed on Schedule 7.

SECTION 4.           COVENANTS

Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full:

4.1.          Delivery of Instruments, Certificated Securities and Chattel Paper.  (a)  If (i) any amount in excess of $2,000,000 owed by Parent or any of its Subsidiaries to any Grantor or (ii) any other amount in excess of $2,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall, subject to the terms of the Intercreditor Agreement, be delivered as soon as reasonably practicable to the Collateral Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

(b)           Any Pledged Debt required to be subordinated pursuant to the Financing Documents shall, in each case, be fully subordinated to the payment in full of the Obligations.

4.2.          Maintenance of Insurance.  (a)  Such Grantor will maintain the insurance required by the Financing Documents.

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(b)           All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days or, in the case of insurance existing as of the date hereof, at least 10 days after receipt by the Collateral Agent of written notice thereof and (ii) name the Collateral Agent as insured party or loss payee (as applicable).

4.3.          Maintenance of Perfected Security Interest; Further Documentation.  (a)  Such Grantor shall take all actions reasonably requested by the Collateral Agent to maintain the security interest created by this Agreement as a security interest having at least the perfection and priority described in Section 3.2 and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to, in the case of Collateral consisting of Pledged Equity and Pledged Debt, Liens created under the First-Lien Documents (but otherwise subject to the terms of the Intercreditor Agreement) or nonconsensual Liens permitted by the Financing Documents and, in the case of Collateral other than Pledged Equity a nd Pledged Debt, Liens permitted by the Financing Documents and to the rights of such Grantor under the Financing Documents to dispose of the Collateral.

(b)           Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.  Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to the Financing Documents, Parent shall deliver to the Collateral Agent a certificate executed by the associate general counsel or the chief legal officer of Parent setting forth, as of the date of such certificate, the information required pursuant to Schedules 1, 3, 5, 6 and 7 hereto and Schedule 3.02 to the Term Loan Agreement or confirming that there has been no change in such information since (i) such information was furnished or otherwise updated, amended, changed or supplemented, or (ii) the date of the most recent certificate delivered pursuant to this Section 4.3(b).

(c)           At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property not issued by Parent or its Subsidiaries, Deposit Accounts, Securities Accounts, Commodity Accounts, Letter of Credit Rig hts and any other relevant Collateral, using commercially reasonable efforts to take, at any time after the occurrence and during the continuation of an Event of Default, any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

4.4.          Changes in Locations, Name, etc.  Such Grantor will not, except upon 10 days’ prior written notice to the Collateral Agent (or such shorter notice as shall be reasonably satisfactory to the Collateral Agent) and delivery to the Collateral Agent of all additional

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executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its jurisdiction of organization from that referred to in Section 3.3 or (ii) change its name.

4.5.          Notices.  Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of:

(a)           any Lien (other than security interests created hereby or Liens permitted under the Financing Documents) on any of the Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and

(b)           the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.

4.6.          Investment Property.  (a)  If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Subsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Co llateral Agent or to the extent required by the Intercreditor Agreement, the First-Lien Collateral Agent, in the exact form received, duly indorsed by such Grantor to the Collateral Agent (or the First-Lien Collateral Agent, as applicable), if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Collateral Agent (or the First-Lien Collateral Agent, as applicable), subject to the terms hereof, as additional collateral security for the Obligations.  If an Event of Default shall have occurred and be continuing, and any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganizati on thereof, such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Collateral Agent, use commercially reasonable efforts to cause it to be subject to a perfected security interest in favor of the Collateral Agent to the extent and in the manner required pursuant to Section 4.3.  If any such property so distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such property is delivered to the Collateral Agent (or the First-Lien Collateral Agent, as applicable), hold such property in trust for the Collateral Agent and the other Secured Parties as additional collateral security for the Obligations.

(b)           Without the prior written consent of the Collateral Agent, such consent not to be unreasonably withheld, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Financing Documents), (ii) create,

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incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or permitted under the Financing Documents or (iii) except as permitted by the Financing Documents, enter, subsequent to the date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the Financing Documents) or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof.

(c)           In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property required to be included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.6(a) with respect to such Investment Property issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) and 5.7 with respect to such Investment Property issued by it.

(d)           No Grantor shall permit any security interest in certificated Pledged Equity of any Issuer that is not a Subsidiary to be perfected by possession in favor of a Person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, the First-Lien Collateral Agent and any agent for the Third-Lien Creditors.

4.7.          Receivables.  (a)  Other than in the ordinary course of business, such Grantor will not (i) grant any extension of the time of payment of any Receivable required to be included in Collateral, (ii) compromise or settle any Receivable required to be included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral in any manner that could adversely affect the value thereof.

(b)           Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 20% of the aggregate amount of the then-outstanding Receivables.

(c)           Notwithstanding anything herein or in any other Financing Document to the contrary, such Grantor shall not be required to comply with the requirements of the Federal Assignment of Claims Act of 1940 unless reasonably requested to do so by the Collateral Agent upon the occurrence and during the continuation of an Event of Default.

4.8.          Intellectual Property.  (a)  Such Grantor (either itself or through licensees) will (i) continue to use each Trademark that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) 

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use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any material respect.

(b)           Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become forfeited, abandoned or dedicated to the public.

(c)           Such Grantor (either itself or through licensees) (i) will employ each Copyright that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any portion of the Copyrights that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become invalidated or otherwise impaired.  Such Grantor will not (either itself or through licensees) do any act whereby any portion of the Copyrights that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may fall into the public domain.

(d)           Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole to infringe the intellectual property rights of any other Person.

(e)           Such Grantor will notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any such Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(f)            In the event such Grantor, either by itself or through any agent, employee, licensee or designee, shall in any fiscal year file an application for the registration of any Intellectual Property that is material to the operation of Parent and its Restricted Subsidiaries taken as a whole with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Collateral Agent at the time of delivery of annual financial statements with respect to such fiscal year pursuant to the Financing Documents.  Upon reasonable request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Colla teral

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Agent may reasonably request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in any such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(g)           Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h)           In the event that any Intellectual Property that is material to the operation of the business of Parent and its Restricted Subsidiaries taken as a whole is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

(i)            Notwithstanding anything to the contrary in this Agreement, subject to the provisions of the Financing Documents, nothing shall prevent any Grantor in the ordinary course of business from abandoning, ceasing to use or otherwise impairing or disposing of any Intellectual Property if such Grantor reasonably believes that doing so is in its business interests.  For the avoidance of doubt, nothing in this Section 4.8 shall prohibit a sale, transfer or disposition of any Intellectual Property made in accordance with the provisions of the Financing Documents.

(j)            No Grantor shall, and the Grantors in the aggregate shall not, make filings in the United States Copyright Office or the United States Trademark Office to perfect any security interest in all or substantially all of the Copyright Licenses held by the Grantors in the aggregate or all or substantially all of the Trademark Licenses held by the Grantors in the aggregate (other than to perfect the security interest in such Copyright Licenses and Trademark Licenses securing the Obligations, the First-Lien Obligations and any Third-Lien Obligations).

(k)           Upon and during the continuance of an Event of Default, each Grantor shall use all commercially reasonable efforts to obtain all requisite consents or approvals under each Copyright License, Patent License and Trademark License reasonably requested by the Collateral Agent to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

4.9.          Commercial Tort Claims.  If such Grantor shall obtain an interest in any Commercial Tort Claim as to which it determines that it reasonably expects to recover more than $2,000,000, such Grantor shall within 30 days of making such determination (or such other period reasonably satisfactory to the Collateral Agent) sign and deliver documentation

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reasonably acceptable to the Collateral Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

4.10.        Deposit Accounts.  (a)  Each Grantor shall execute and deliver to the Collateral Agent Deposit Account Control Agreements for each Collateral Deposit Account identified on Schedule 7 within 60 days after the Closing Date, or such longer period as is reasonably acceptable to the Collateral Agent.

(b)           Before opening or replacing any Collateral Deposit Account, each Grantor shall give five Business Days’ prior notice to the Collateral Agent (or such other period reasonably satisfactory to the Collateral Agent) and, if requested by the Collateral Agent, shall cause each bank or financial institution in which it seeks to open a Collateral Deposit Account, to enter into a Deposit Account Control Agreement with the Collateral Agent in order to give the Collateral Agent control of such Deposit Account.  In the case of Collateral Deposit Accounts maintained with Lenders, the terms of such letter shall be subject to the provisions of the Term Loan Agreement or this Agreement regarding setoffs.

4.11.        Overriding Provisions with respect to Collateral.  Notwithstanding anything to the contrary contained above in this Section 4 or elsewhere in this Agreement or any other Financing Document, to the extent the provisions of this Agreement (or any other Financing Document) require the delivery or endorsement of, or control over, Collateral to be granted to the Collateral Agent at any time prior to the First-Lien Obligations Termination Date, then delivery or endorsement of such Collateral (or control with respect thereto) shall instead be granted to the First-Lien Collateral Agent, to be held in accordance with the Intercreditor Agreement.  Furthermore, at all times prior to the First-Lien Obligations Termination Date and in accordance with the terms of the Intercreditor Agreement , the Collateral Agent is authorized by the parties hereto to effect transfers of Collateral at any time in its possession (and any “control” or similar agreements with respect to Collateral) to the First-Lien Collateral Agent.  Any such endorsement or delivery of, or granting of control with respect to, Collateral to the First-Lien Collateral Agent shall be deemed an endorsement, delivery or granting of control to the Collateral Agent for all purposes hereunder.  If any Grantor shall pledge any assets or undertake any actions to perfect or protect any Liens on any assets pledged in connection with the Financing Documents, such Grantor may simultaneously pledge such assets or undertake such actions with respect to such assets as necessary to comply with the provisions set forth in the Intercreditor Agreement, without further request or consent by the Secured Parties. Any provision of any Financing Document to the contrary notwithstanding, no Grantor shall be required to act or refrain fro m acting in a manner that is inconsistent with the terms and provisions of the Intercreditor Agreement.

SECTION 5.           REMEDIAL PROVISIONS

5.1.          Certain Matters Relating to Receivables.  (a)  The Collateral Agent shall have the right annually (or, if an Event of Default has occurred and is continuing, at any time) to make test verifications of the Receivables required to be included in Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications.  Annually (or, if an Event of Default has occurred and is continuing, at any

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time), upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall use commercially reasonable efforts to cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, such Receivables.

(b)           Subject to the terms of the Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables required to be included in Collateral and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default.  Subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and contr ol of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the other Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)           Subject to the terms of the Intercreditor Agreement, if an Event of Default has occurred and is continuing, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts.

5.2.          Communications with Obligors; Grantors Remain Liable.  (a)  The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing, communicate with obligors under the Receivables required to be included in Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any such Receivables.

(b)           Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables required to be included in Collateral that such Receivables have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.

(c)           Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables required to be included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the

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Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3.          Pledged Equity.  (a)  Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends (other than dividends payable in Equity Interests) paid in respect of the Pledged Equity and all payments made in respect of the Pledged Debt, in each case to the extent permitted in the Financing Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that such Grantor will not be entitled to exercise any such right if the result thereof could materiall y and adversely affect the rights inuring to a holder of the Investment Property or the rights and remedies of the Collateral Agent or the other Secured Parties under any Financing Document or the ability of the Collateral Agent or the other Secured Parties to exercise the same.

(b)           Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments (including sums paid upon the liquidation or dissolution of any Issuer or in connection with any distribution of capital) or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in accordance with the provisions of this Agreement and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for prop erty actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.  If any sums of money paid or distributed in respect of Investment Property, which the Collateral Agent shall be entitled to receive pursuant to clause (i) above, shall be received by a Grantor, such Grantor shall, until such money is paid to the Collateral Agent, hold such money in trust for the Collateral Agent and the other Secured Parties as additional collateral for the Obligations.

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(c)           Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

5.4.          Proceeds to be Turned Over to Collateral Agent.  Subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing and the Collateral Agent so requests, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required).  All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and con trol.  All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5.

5.5.          Application of Proceeds.  Subject to the terms of the Intercreditor Agreement, at such intervals as may be agreed upon by Parent and the Collateral Agent, or, if an Event of Default has occurred and is continuing, at any time at the Collateral Agent’s election, the Collateral Agent shall apply all or any part of Proceeds from the Collateral, whether or not held in any Collateral Account, as follows:

First, in accordance with Section 4.1 of the Intercreditor Agreement, to the First-Lien Collateral Agent for application to First-Lien Obligations until same have been repaid in full; and

Second, to pay Obligations in respect of incurred and unpaid fees and expenses of the Administrative Agent, the Collateral Agent and the Exchange Note Trustee (if any) under the Financing Documents (or, if such Proceeds are insufficient to pay in full all such Obligations, (i) first to pay the Obligations of the Collateral Agent incurred in connection with the Collateral Agreements, including in connection with the enforcement thereof, and (ii) second, to the extent in excess thereof, pro rata among the Administrative Agent, the Collateral Agent and the Exchange Note Trustee according to the amounts of such Obligations then due and owing and remaining unpaid to such Secured Parties);

Third, towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties;

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Fourth, towards payment of any remaining Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties; and

Fifth, any balance remaining after the Obligations and the First-Lien Obligations shall have been paid in full shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive the same.

To the extent that the Obligations in respect of the Exchange Note Indenture are not secured by any Equity Interests or other securities of a Subsidiary as provided in the third to last paragraph of Section 2, any distributions that would otherwise be required to be made under this Section 5.5 to the Obligations under the Exchange Note Indenture if such Obligations were so secured shall instead be made to the other Obligations in accordance with the provisions set forth herein.

5.6.          Code and Other Remedies.  Subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement, if an Event of Default occurs and is continuing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law r eferred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or an y part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the Collateral Agent’s request following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New

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York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor.  To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

5.7.          Registration Rights.  (a)  Subject to the terms of the Intercreditor Agreement, if the Collateral Agent shall determine to exercise its rights to sell all or any of the Pledged Equity pursuant to Section 5.6, and if, in the opinion of the Collateral Agent, it is necessary or advisable to have the Pledged Equity, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Equity, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Equity, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.  Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.< /font>

(b)           Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collatera l Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c)           Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 5.7 valid and binding and in compliance with any and all other applicable law.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.7 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in

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this Section 5.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives, to the fullest extent permitted by applicable law, and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Term Loan Agreement.

5.8.          Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

5.9.          Notice of Sole Control.  Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may give notice of sole control or any other instruction under any Deposit Account Control Agreement with respect to any Collateral Deposit Account or and other control agreement with any Securities Intermediary with respect to any Securities Account or with any Commodity Intermediary with respect to any Commodity Account and take any action therein with respect to such Collateral, and the Collateral Agent agrees not to give any such notice or instruction unless there is an occurrence and continuance of an Event of Default.  The Collateral Agent agrees to withdraw any such notice of sole control as soon a s practicable upon any such Event of Default ceasing to exist (or, if any such notice of sole control may not be withdrawn, to terminate the applicable control agreement and enter into a new control agreement on the same terms).

SECTION 6.           THE COLLATERAL AGENT

6.1.          Collateral Agent’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, withou t notice to or assent by such Grantor, to do any or all of the following:

(i)            in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable required to be included in Collateral hereunder or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any such Receivable or with respect to any other Collateral whenever payable;

(ii)           in the case of any Intellectual Property required to be included in Collateral hereunder, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as may be necessary or as the Collateral Agent may

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reasonably request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)          pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)          execute, in connection with any sale provided for in Section 5.6 or 5.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v)           (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may reasonably deem appropriate; (7) subject to any licenses (and the rights granted therein) existing at the time of such assignment, assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Age nt’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b)           If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

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(c)           The reasonable out-of-pocket expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum then payable on past due Loans under the Term Loan Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

(d)           Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.2.          Duty of Collateral Agent.  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9 207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.  Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collatera l or any part thereof.  The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.  Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Required Lenders (acting in accordance with the Term Loan Agreement and other Loan Documents), as it deems appropriate.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

6.3.          Execution of Financing Statements.  Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement.  Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements.  Each Grantor hereby ratifies and authorizes the filing

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by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof; provided that, at the reasonable request of any Grantor, the Collateral Agent shall amend any such statement (and any other financing statement filed by the Collateral Agent in connection with this Agreement) to exclude any property that is released from, or otherwise not included in, the Collateral.  The Collateral Agent agrees promptly to furnish copies of all such filings to Parent.

6.4.          Authority of Collateral Agent.  Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Term Loan Agreement, and, if Exchange Notes are outstanding, as between the Exchange Note Trustee and the Exchange Note Holders, by the Exchange Note Indenture, and in each case by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7.           MISCELLANEOUS

7.1.          Amendments in Writing.  (a)  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 9.02 of the Term Loan Agreement and any comparable provision of the Exchange Note Indenture.

(b)           The parties hereto agree to amend, or amend and restate, this Agreement or any other Collateral Agreement upon the request of the Collateral Agent in connection with the issuance of Exchange Notes and the execution and delivery of the Exchange Note Indenture in order, as may be reasonably requested or necessary, to (i) replace the Collateral Agent with the Exchange Note Trustee or its designee (unless any Loans remain outstanding after the issuance of the Exchange Notes) and (ii) to facilitate compliance of this Agreement and the Exchange Note Indenture, or of the Exchange Note Trustee, with the Trust Indenture Act of 1939 or any other Federal or state securities laws applicable to this Agreement, the Indenture or the Exchange Notes or the Exchange Note Trustee.

7.2.          Notices.  All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Term Loan Agreement.

7.3.          No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or

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partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4.          Enforcement Expenses; Indemnification.   (a)  Each Grantor jointly and severally agrees to pay, and to save the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(b)           The agreements in this Section 7.4 shall survive repayment of the Obligations and all other amounts payable under the Term Loan Agreement and the other Financing Documents.

7.5.          Successors and Assigns.  This Agreement shall be binding upon the permitted successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their permitted successors and assigns; provided that no Grantor may, except pursuant to a merger or consolidation permitted by the Financing Documents, assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

7.6.          Setoff.  In addition to any rights and remedies of the Secured Parties provided by law, upon the occurrence and during the continuance of any Event of Default, each Secured Party and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each Grantor to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Secured Party and its Affiliates to or for the credit or the account of any Grantor against any and all Obligations owing to such Secured Party and its Affiliates hereunder or under any other Financing Document, now or hereafter existi ng, irrespective of whether or not such Secured Party or Affiliate shall have made demand under this Agreement or any other Financing Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that, in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any Obligations of Foreign Subsidiaries.  Each Secured Party agrees promptly to notify such Grantor and the Collateral Agent after any such set off and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Collateral Agent and each other Secured Party under this Section 7.6 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent and such other Secured Party may have.

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7.7.          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

7.8.          Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.9.          Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.10.        Integration.  This Agreement, together with the other Financing Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

7.11.        GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.12.        Submission To Jurisdiction; Waivers.  (a)  Any legal action or proceeding arising under any Financing Document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any Financing Document, or the transactions related thereto, in each case whether now existing or hereafter arising, may be brought in the courts of the State of New York sitting in New York County or of the United States for the Southern District of such State, and by execution and delivery of this Agreement, each Grantor and the Collateral Agent consents, for itself and in respect of its property, to the non-exclusive jurisdiction of those courts.  Each Grantor and the Collateral Agent irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such courts in respect of any Financing Document or other document related thereto.

(b)           Each Grantor hereby irrevocably and unconditionally:

(i)            agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(ii)           agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

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(iii)          waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

7.13.        Acknowledgments.  Each Grantor hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Documents to which it is a party;

(b)           neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Financing Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)           no joint venture is created hereby or by the other Financing Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

7.14.        Additional Grantors.  Each Subsidiary of Parent that is required to become a party to this Agreement pursuant to the Financing Documents shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Joinder Agreement.

7.15.        Releases.  (a)  At such time as the Loans, the Exchange Notes and the other Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been paid in full, the Collateral Agent shall release all Collateral from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate and all rights to the Collateral shall revert to the Grantors.  At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reaso nably request to evidence such termination.

(b)           If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor to a Person other than a Grantor in a transaction permitted by the Financing Documents, then (i) the Liens created hereby on such Collateral shall automatically be released and (ii) the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.  At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all the Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of to a Person other than a Grantor in a transaction permitted by the Financing Documents; provided that Parent shall have delivered to the Collateral Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in

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connection therewith, together with a certification by Parent stating that such transaction is in compliance with the Term Loan Agreement and the other Financing Documents.

7.16.        WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORI ES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

* * *

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

GLOBAL AVIATION HOLDINGS INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

Signature Page to Second-Lien Security Agreement

NEW ATA INVESTMENT INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary
NEW ATA ACQUISITION INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

Signature Page to Second-Lien Security Agreement

WORLD AIR HOLDINGS, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary
NORTH AMERICAN AIRLINES, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary
WORLD AIRWAYS, INC.
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary
WORLD AIRWAYS PARTS COMPANY, LLC
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

Signature Page to Second-Lien Security Agreement

GLOBAL AVIATION VENTURES SPV LLC
By:	/s/ Mark M. McMillin
	Name: Mark M. McMillin
	Title: General Counsel & Corporate Secretary

Signature Page to Second-Lien Security Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent
By:	/s/ David Bergstrom
	Name: David Bergstrom
	Title: Assistant Vice President

Signature Page to Second-Lien Security Agreement

EX-10.24

Exhibit 10.24

WARRANT AGREEMENT

WARRANT AGREEMENT

Dated as of February 28, 2006

by and between

NEW ATA HOLDINGS INC.

and

REGISTRAR AND TRANSFER COMPANY

as Warrant Agent

WARRANT AGREEMENT

TABLE OF CONTENTS’

< td width="15%" valign="top" style="padding:0in 0in 0in 0in;width:15.26%;">

SECTION 9.

SECTION 1.	Appointment of Warrant Agent		1
SECTION 2.	Warrant Certificates		1
SE CTION 3.	Issuance of Warrants		2
SECTION 4.	Execution of Warrant Certificates		2
SECTION 5.	Registration and Countersignature		2
SECTION 6.	Registration of Transfers and Exchanges		3
SECTION 7.	Terms of Warrants; Exercise of Warrants		3
SECTION 8.	Automatic Conversion Upon Qualified IPO		5
Payment of Taxes		6
SECTION 10.	Mutilated or Missing Warrant Certificates		6
SECTION 11.	Reservation of Shares of Common Stock		6
SECTION 12.	Obtaining Stock Exchange Listings		7
SECTION 13.	Adjustment of Exercise Price and Number of Shares of Common Stock Issuable		7
	(a)	Adjustment for Change in Capital Stock	7
	(b)	Adjustment for Rights Issue	8
	(c)	Current Market Price	9
	(d)	When De Minimis Adjustment May Be Deferred	9
	(e)	Wh en No Adjustment Required	10
	(f)	Notice of Certain Transactions	10
	(g)	Reorganization of the Company	11
	(h)	Adjustment in Number of Shares	11
	(i)	Form of Warrants	12
	(j)	The Company Determination Final	12
	(k)	Warrant Agent’s Disclaimer	12
SECTION 14.	Priority Adjustments, Further Actions		12
SECTION 15.	Fractional Interests		13

(I) This Table of Contents does not constitute a part of this Warrant Agreement or have any bearing upon the interpretation of any of its terms or provisions

Successors

SECTION 16.	Notices to Warrant Holders	13
SECTION 17.	Financial and Business Information	13
SECTION 18.	Merger, Consolidation or Change of Name of Warrant Agent	14
SECTION 19.	Warrant Agent	14
SECTION 20.	Expenses	17
SECTION 21.	Change of Warrant Agent	17
SECTION 22.	Notices to the Company and Warrant Agent	18
SECTION 23.	Supplements and Amendments	19
SECTION 24.	19
SECTION 25.	Termination	19
SECTION 26.	Governing Law; Jurisdiction	19
SECTION 27.	Benefits of this Warrant Agreement	20
SECTION 28.	Counterparts	20
SECTION 29.	Further Assurances	20
SECTION 30.	Entire Agreement	20
Exhibit A — Form of Warrant Certificate		A-1

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WARRANT AGREEMENT (this “Warrant Agreement”) dated as of February 28, 2006, between NEW ATA HOLDINGS INC., a Delaware corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Warrant Agent (the “Warrant Agent”).

WHEREAS, pursuant to the terms and conditions of the First Amended Joint Chapter 11 Plan for Reorganization (ATA Holdings Corp. and certain subsidiaries thereof), dated December 14, 2005, as the same may be amended and restated from time to time (the “Plan”) relating to the reorganization under Chapter 11 of the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States Code, 11 US.C. ss.ss. 101-1330 (the “Bankruptcy Code”) of ATA Holdings Corp. and certain of its subsidiaries, the holders of Allowed Class 6 Claims (as defined in the Plan) are to be issued warrants (the “Warrants”) that are exercisable, within the five-year period beginning on the date hereof (the “Effective Date”), into 448,029 (four hundred forty eight thousand and twenty nine) shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Common Stock”);

WHEREAS, the Warrants are being issued pursuant to, and upon the terms and conditions set forth in, the Plan in an offering in reliance on the exemption afforded by section 1145 of the Bankruptcy Code from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and of any applicable state securities or “blue sky” laws;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance of Warrant certificates and other matters as provided herein; and

WHEREAS, for purposes of this Warrant Agreement, “person” shall be interpreted broadly to include an individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, national banking association, trust, trustee, estate, unincorporated organization, government, governmental unit, agency, or political subdivision thereof, or other entity.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as warrant agent for the Company in accordance with the express (and no implied) instructions set forth hereinafter in this Warrant Agreement, and the Warrant Agent hereby accepts such appointment.

SECTION 2. Warrant Certificates. The certificates evidencing the Warrants to be delivered pursuant to this Warrant Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto (“Warrant Certificates”) and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (with execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Warrant Agreement, or as may

be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any exchange, inter-dealer quotation system or regulated quotation service on which the Warrants may be listed or quoted, as the case may be.

SECTION 3. Issuance of Warrants. Upon issuance in accordance with Section 5, each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby entitles the holder, upon proper exercise to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price.

SECTION 4. Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or any Vice President and by the Secretary or any Assistant Secretary. Each such signature upon any Warrant Certificate may be in the form of a facsimile signature of the present or any future Chairman of the Board, Chief Executive Officer, President, Vice President, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been Chairman of the Board, Chief Executive Officer, President, Vice President, Secretary or Assistant Secretary at the time of entering into this Warrant Agreement, notwithstanding the fact that at the time any Warrant Cer tificate shall be countersigned by the Warrant Agent and delivered or disposed of by the Company he or she shall have ceased to hold such office, so long as, and the Company hereby represents that, under the Company’s charter and by-laws, any Warrants or shares of Common Stock so issued would be validly issued. Any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer, so long as, and the Company hereby represents that, under the Company’s charter and by-laws, any Warrants or shares of Common Stock so issued would be validly issued.

Warrant Certificates shall be dated the date of countersignature by the Warrant Agent and shall represent one or more whole Warrants.

SECTION 5. Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Warrant register as they are issued by the Company. The Warrant register will show the names and addresses of the respective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate.

Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President, Secretary or Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more, nor less, than the number of shares, of Common Stock referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement.

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The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

SECTION 6. Registration of Transfers and Exchanges. The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by or at the direction of the Company in accordance with applicable law.

Warrant Certificates may be exchanged at the option of the registered holder(s) thereof, when surrendered to the Warrant Agent at the Warrant Agent Office during normal business hours for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law.

The Warrant Agent is hereby directed and authorized to countersign, in accordance with the provisions of this Section 6, the new Warrant Certificates issued pursuant to the provisions of this Section 6.

SECTION 7. Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant Certificates pursuant to the terms of this Warrant Agreement and prior to 5:00 p.m. New York City Time, on February 28, 2011 (the “Expiration  Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable shares of Common Stock which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such shares of Common Stock. In addition, prior to the delivery of any shares of Common Stock that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price. Each Warrant not exercised or converted pursuant to this Warrant Agreement prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time.

A Warrant may be exercised upon surrender to the Company at the Warrant Agent Office referred to in Section 22 (the “Warrant Agent Office”) of the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised, together with the form of election to purchase on the reverse thereof (the “Notice of Exercise”) duly and properly completed and signed, which signature shall be guaranteed by an “Eligible Guarantor Institution” as defined in

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Rule 17Ad-15(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $10.00 (the “Exercise Price”), as adjusted from time to time as herein provided, for each share of Common Stock to be purchased. Payment of the aggregate Exercise Price for all shares of Common Stock being exercised in respect of a Warrant shall be made (a) in United States Dollars or (b) by certified or official bank check for United States Dollars made payable to the order of the Company. In lieu of payment of the aggregate Exercise Price as aforesaid and subject to applicable law, the holder of a Warrant may elect to receive from the Company a number of shares of Common Stock equal to the “Spread” by indicating such election in the Notice of Exercise delivered by such Warrant holder. The “Spread” shall, subject to Section 15, be paid by the Company by delivering to such Warrant holder a number of shares of Common Stock equal to (a)(i) the product of (x) the Current Market Price (as defined in Section 13(c) below) per share of Common Stock as of the date of receipt of the Notice of Exercise by the Company multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, divided by (b) the Current Market Price per share of Common Stock as of the date of receipt of the Notice of Exercise to the Company.

Subject to the provisions of Section 9 below and Article Eleventh of the Certificate of Incorporation of the Company, upon such surrender of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the Warrant holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the number of full shares of Common Stock issuable upon the exercise of such Warrants together with cash as provided in Section 15; provided, however, that if any Fundamental Transaction (as defined in Section 13(g)) is proposed to be effected by the Company or there is pending any tender offer or an exchange offer for shares of Common Stock, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as so on as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the number of full shares of Common Stock issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash as provided in Section 15. For purposes of this Warrant Agreement, a “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock as of the close of business on the date of the surrender of such Warrants and payment of the aggregate Exercise Price. In accordance with Section 15, no fractional shares shall be issued upon exercise of any Warrants.

The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares of Common Stock) and, in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the shares of Common Stock issuable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized and directed to countersign and to deliver the required new Warrant Certificate or Warrant Certificates pursuant to the provisions of this

4

Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent or under this Warrant Agreement, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised (i) the number of shares of Common Stock issued upon exercise of a Warrant, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent shall promptly confirm su ch information to the Company in writing.

The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business hours at the Warrant Agent Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

SECTION 8. Automatic Conversion Upon Qualified IPO. Upon the closing of a Qualified IPO (as defined below), subject to Article Eleventh of the Certificate of Incorporation of the Company, each outstanding Warrant shall automatically be converted into a number of shares of Common Stock determined pursuant to the following formula:

C =N x (P - E)  P

where:

the number of shares of Common Stock into which the Warrant is to be converted.

the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such closing.

the price per share at which Common Stock is being sold in the Qualified IPO.

the current Exercise Price.

For the purposes of this Section 8, a “Qualified IPO” means an underwritten public offering of Common Stock at a price per share that is at least fifteen percent (15%) greater than the then current Exercise Price.

Upon any automatic conversion of the Warrants into shares of Common Stock pursuant to this Section 8, the Company shall give written notice thereof to each holder of

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Warrants, which notice shall include instructions for the surrender by such holders of the Warrant Certificates evidencing the Warrants held by them. Upon the surrender by any Warrant holder of such Warrant Certificate or Warrant Certificates, the Company shall issue and cause to be delivered promptly to such holder a certificate or certificates for the number of full shares of Common Stock issuable to such holder pursuant to this Section 8 together with cash as provided in Section 15. In accordance with Section 15, no fractional shares shall be issued upon any such conversion of the Warrants.

SECTION 9. Payment of Taxes. No service charge shall be made to any holder of a Warrant for any exercise, conversion, exchange or registration of transfer of Warrant Certificates, and the Company will pay all documentary stamp taxes attributable to the initial issuance of shares of Common Stock upon the exercise or conversion of Warrants; provided, however, that neither the Company nor the Warrant Agent shall be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for shares of Common Stock in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise or conversion of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates or the certificates representing the shares of Common S tock unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 10. Mutilated or Missing Warrant Certificates. If any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like date and tenor and representing an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and such indemnity and security therefor as is customary and reasonably satisfactory to the Company and the Warrant Agent. Applicants for such substitute Warrant shall also comply with such other reasonable regulations and pay such other reasonab le charges as the Company or the Warrant Agent may prescribe.

SECTION 11. Reservation of Shares of Common Stock. The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise or conversion of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants.

The Company or the transfer agent for Common Stock and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise or of any of the rights of purchase represented by the Warrants as aforesaid (the “Transfer Agent”) will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer Agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby

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irrevocably authorized and directed to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise or conversion thereof in accordance with the terms of this Warrant Agreement. The Company will supply such Transfer Agent with duly executed certificates for such purposes and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 15. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to the Warrant Agent and each holder pursuant to Section 16.

Before taking any action which would cause an adjustment pursuant to Section 13 to reduce the Exercise Price below the then par value (if any) of a share of Common Stock, the Company will take all corporate action necessary, in the opinion of its counsel (which may be counsel employed by the Company), in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the Exercise Price as so adjusted.

The Company covenants that all shares of Common Stock which may be issued upon exercise or conversion of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof (in the case of an exercise), fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).

SECTION 12. Obtaining Stock Exchange Listings. The Company shall also from time to time take all action reasonably necessary so that the shares of Common Stock, immediately upon their issuance upon the exercise or conversion of Warrants, will be listed or quoted, as the case may be, on the primary exchange, inter-dealer quotation system or regulated quotation service, if any, on which shares of Common Stock are then listed or quoted, subject to the rules and regulations thereof. If the shares of Common Stock are not so listed or quoted, the Company shall not be obligated to obtain or maintain a listing or quotation, as the case may be, of the shares of Common Stock or shares of Common Stock issuable upon the exercise or conversion of Warrants on any exchange, inter-dealer quotation system or regulated quotation service.

SECTION 13. Adjustment of Exercise Price and Number of Shares of Common Stock Issuable. The Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 13, without duplication. For purposes of this Section 13, “Common Stock” means the shares of Common Stock from time to time authorized and any other stock of the Company, however designated, the holders of which have the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

(a)           Adjustment for Change in Capital Stock.

If on or after the date of this Warrant Agreement and prior to the Expiration Date, the Company:

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(1)             pays a dividend in shares of Common Stock or makes a distribution on its Common Stock in shares of Common Stock;

(2)             subdivides its outstanding shares of Common Stock into a greater number of shares;

(3)             combines its outstanding shares of Common Stock into a smaller number of shares;

(4)           makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(5)           issues by reclassification of its Common Stock any shares of its capital stock,

then the Exercise Price in effect immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If after an adjustment a holder of a Warrant upon exercise or conversion thereof may receive shares of two or more classes or series of capital stock of the Company, the Company, in good faith, shall determine the allocation of the adjusted Exercise Price between the classes or series of capital stock based on the relative fair market values thereof (as determined in good faith by the Board of Directors of the Company). After such allocation, the exercise privilege and the Exercise Price of each class or series of capital stock shall thereafter again be subject to adjustment on terms comparable to those applicable to shares of Common Stock in this Section 13.

Such adjustment shall be made successively whenever any event listed above shall occur.

(b)              Adjustment for Rights Issue.

If on or after the date of this Warrant Agreement and prior to the Expiration Date, the Company distributes any rights, options or warrants (however classified) to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Current Market Price (as defined below) per share on the record date referred to below, the Exercise Price shall be adjusted in accordance with the following formula:

0+ N x P Et 
= E x ______ 0
+ N

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where:

E’	=	the adjusted Exercise Price.
< font size="2" face="Times New Roman" style="font-size:10.0pt;">
E	=	the current Exercise Price.
0	=	the number of shares of Common Stock outstanding on the record date.
N	=	the number of additional shares of Common Stock offered.
P		the offering price per share of the additional shares.
M	=	the Current Market Price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants, provided that in the case of rights issued pursuant to any stockholder rights plan adopted by the Company, no adjustment shall be made pursuant to this Section 13(b) until such rights become exercisable. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

(c)             Current Market Price.

As used in Sections 7, 14, 15 and in this Section 13, the term “Current Market Price” shall mean, with respect to any security (including the Common Stock), as of a specified date (the “date of calculation”): (x) the average closing price of such security for the ten consecutive trading days immediately preceding, but not including, the date of calculation, as reported on the principal national securities exchange on which such security is listed or admitted to trading or (y) if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices during such ten trading day period in the over-the- counter market as reported by the NASD Automated Quotation System (“Nasdaq”) National Market or any comparable system or (z) in all other cases, as determined i n good faith by the Board of Directors of the Company based on a written valuation by an independent investment bank of national standing selected by the Board of Directors and reasonably acceptable to the holders of a majority of the outstanding Warrants (an “Investment Bank”) and described in a reasonably detailed statement filed with the Warrant Agent.

(d)           When De Minimis Adjustment May Be Deferred.

No adjustment in the Exercise Price need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the Exercise Price. Any

9

adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 13 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(e)When No Adjustment Required.

No adjustment need be made for a transaction referred to in Section 13(a) or Section 13(b) if Warrant holders participate in such transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest.

No adjustment need be made for a change in the par value or no par value of the Common Stock.

Notwithstanding any other provision of this Section 13, no adjustment to the Exercise Price shall result in zero or in a negative number.

To the extent the Warrants become convertible upon exercise into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

(f)Notice of Certain Transactions. If:

(i)            the Company takes any action that would require an adjustment to the Exercise Price pursuant to Section 13(a) and Section 13(b) and if the Company does not arrange for Warrant holders to participate pursuant to Section 13(e);

(ii)           the Company takes any action that would require a supplemental Warrant Agreement pursuant to Section 13(g); or

(iii)          there is a liquidation or dissolution of the Company,

the Company shall mail to Warrant holders a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least fifteen (15) days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

Whenever the Exercise Price is adjusted, the Company shall also provide the notices required by Section 16.

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(g)             Reorganization of the Company.

If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person (each a “Fundamental Transaction”), upon consummation of such transaction the Warrants shall automatically become exercisable in accordance with the terms hereof for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement with the Warrant Agent so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 13. The successor entity shall mail to Warrant holders a notice describing the supplemental Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee entity, that issuer shall join in the supplemental Warrant Agreement.

If this Section 13(g) applies, Section 13(a) and Section 13(b) do not apply.

(h)             Adjustment in Number of Shares.

Upon each adjustment of the Exercise Price pursuant to this Section 13, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock (calculated to the nearest hundredth) obtained from the following formula:

N’ = N x —E

E’ where:

N’	the adjusted number of shares of Common Stock issuable upon exercise of a Warrant by payment of the adjusted Exercise Price.
	the number of shares of Common Stock previously issuable upon exercise of a Warrant by payment of the Exercise Price prior to adjustment.
E’	the adjusted Exercise Price.
	the Exercise Price prior to adjustment.

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(i)              Form of Warrants.

The Company may, but shall not be required to, issue new certificates or make a notation on any outstanding certificates to reflect any adjustment under this Section 13. Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Warrant Agreement.

(j)              The Company Determination Final.

Except with regard to the selection of an Investment Bank, which must be reasonably acceptable to the holders of a majority of the outstanding Warrants, any determination that the Company or the Board of Directors must make pursuant to this Section 13 is (absent manifest error) conclusive if such determination is made in good faith.

(k)             Warrant Agent’s Disclaimer.

The Warrant Agent has no duty to determine when an adjustment under this Section 13 should be made (if at all), how it should be made or what it should be. The Warrant Agent has no duty to determine whether any provisions of a supplemental Warrant Agreement under Section 13(g) are correct. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise or conversion of Warrants. The Warrant Agent shall not be responsible for the Company’s failure to comply with this Section 13. The Warrant Agent shall not be deemed to have knowledge of any adjustment under this Section 13 until it has received notice thereof pursuant to Section 16.

SECTION 14. Priority Adjustments, Further Actions. (a) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of Section 13, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest, relative to the rights and interests of the registered holders of the Warrants then outstanding, absolute value.

(b)             The Company will not, by amendment of its charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying out of all such terms. Without limiting the generality of the foregoing, the Company (i) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise or conversion of the Warrants from time to time outstanding and (ii) will not take any action which results in any adjustment of the Exercise Price if the total number of shares of Common Stock issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of Incorporation and available for the purposes of issue upon such exercise. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 13(g) shall not be prohibited by this Section 14.

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SECTION 15. Fractional Interests. The Company shall not be required to issue fractional shares of Common Stock on the exercise or conversion of Warrants. If more than one Warrant shall be presented for exercise in full or conversion at the same time by the same holder, the number of full shares of Common Stock which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise or conversion (as applicable) of all of the Warrants so presented. If any fraction of a share of Common Stock would, except for the provisions of this Section 15, be issuable on the exercise or conversion of any Warrants (or specified portion thereof), the Company shall notify the Warrant Agent in writing of the amount to be paid in lieu of the fraction of a share of Common Stock and concurrently pay or provide to the Warrant Agent for repayment to the Warrant holder an amount in cash equal to the product of (i) such fraction of a share of Common Stock and (ii) the excess of (x) the Current Market Price of a share of Common Stock for the day the Warrant was presented for exercise pursuant to Section 7 or was surrendered upon conversion of the Warrants into Common Stock pursuant to Section 8 over (y) the Exercise Price.

SECTION 16. Notices to Warrant Holders. Upon any adjustment of the Exercise Price pursuant to Section 13, the Company shall within twenty-five (25) days thereafter (i) cause to be delivered to the Warrant Agent a certificate of a firm of independent public accountants of a national standing selected by the Board of Directors setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of shares of Common Stock (or portion thereof) issuable after such adjustment in the Exercise Price, upon exercise of a Warrant and payment of the adjusted aggregate Exercise Price, which certificate shall be conclusive evidence (absent manifest error) of the correctness of the matters set forth therein and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such registered holder’s address appearing on the Warrant register written notice of such adjustments by first- class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Warrant Agreement.

Nothing contained in this Warrant Agreement or in any of the Warrant Certificates shall be construed as conferring upon the holders thereof the right to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of Directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

SECTION 17. Financial and Business Information. Until the Expiration Date, the Company shall deliver to each holder of Warrants one copy of each of the following items:

(i) as soon as available, and in any event within sixty (60) days after the end of each of the quarters of each fiscal year, unaudited interim consolidated balance sheets of the Company and its Subsidiaries as at the end of such quarter and the related consolidated statements of income, cash flow, stockholders equity and changes in financial position of the Company and its subsidiaries as at the end of and for such quarter, setting forth in each case in comparative form the corresponding figures for and as at the end of the corresponding quarter of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of

13

the Company, as prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied (subject to year end adjustments and the absence of footnotes), and fairly presenting the consolidated financial position and results of operations of the Company and its subsidiaries for such periods; and

(ii) within ninety (90) days after the end of each fiscal year of the Company, consolidated balance sheets of the Company and its subsidiaries as at the end of such year and the related consolidated statements of income, stockholders’ equity and changes in financial position of the Company and its subsidiaries for such fiscal year, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Company and its subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

SECTION 18. Merger, Consolidation or Change of Name of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto. If, at the time such successor to the Warrant Agent by merger or consolidation succeeds to the agency created by this Warrant Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and if, at that time any of the Warrant Certificates shall not have been countersigned, any such successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates in this Warrant Agreement.

SECTION 19. Warrant Agent. The Warrant Agent undertakes only the duties and obligations imposed by this Warrant Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:

(a)            The statements contained herein and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant Certificates except as herein otherwise provided.

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(b)             Whenever in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by the Company’s Chairman of the Board, Chief Executive Officer, President or any Vice President and delivered to the Warrant Agent; and in reliance upon such certificate, the Warrant Agent shall take any action or omit to take any action authorized under the provisions of this Agreement. In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following prior written notice to the Company, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent.

(c)             The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Warrant Agreement (including, without limitation, any adjustment of the Exercise Price pursuant to Section 13, the authorization or reservation of shares of Common Stock pursuant to Section 11 or the due execution and delivery by the Company of this Warrant Agreement or any Warrant Certificate) or in the Warrant Certificates to be complied with by the Company.

(d)             The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company or an employee of the Warrant Agent) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.

(e)             The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken in reliance on any Warrant Certificate, certificate representing shares of Common Stock, notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing between the Company and the Warrant Agent. The Warrant Agent shall not be required to take instructions or directions except those given in accordance with this Warrant Agreement.

(f)            The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company or the holders of the

15

Warrants resulting from any such act, default, neglect or unintentional misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a final non- appealable order of a court of competent jurisdiction) in the selection and continued employment thereof.

(g)              The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Warrant Certificates.

(h)             The Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication).

(i)              The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution of this Warrant Agreement, to reimburse the Warrant Agent for all expenses (including reasonable counsel fees), taxes (including withholding taxes) and governmental charges and other charges of any kind and nature actually incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Warrant Agreement and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Warrant Agreement except as a result of its gross negligence, bad faith or willful misconduct (as each is determined by a final non-appealable order of a court of competent jurisdiction).

(j)              The Warrant Agent, shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as it may consider proper, whether with or without any such security or indemnity All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear.

(k)           Except as otherwise prohibited by applicable law, the Warrant Agent, and any stockholder, director, officer or employee of the Warrant Agent, may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as

16

though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

(1)             The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement, except for its own gross negligence, bad faith or willful misconduct (as each is determined by a final non-appealable order of a court of competent jurisdiction); provided that in no event shall the Warrant Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)            The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the shares of Common Stock or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise or conversion of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. The Warrant Agent shall not be accountable with respect to the calculation of the “Spread” pursuant to Section 7.

(n)             All rights and obligations contained in this Section 19 and Section 20 shall survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent.

SECTION 20. Expenses. All expenses incident to the Company’s performance of or compliance with this Warrant Agreement will be borne by the Company, including without limitation: (i) all expenses of printing Warrant Certificates; (ii) messenger and delivery services and telephone calls; (iii) all fees and disbursements of counsel for the Company; (iv) all fees and disbursements of independent certified public accountants or knowledgeable experts selected by the Company; and (v) the Company’s internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties).

SECTION 21. Change of Warrant Agent. If the Warrant Agent shall become incapable of acting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a

17

court, the duties of the Warrant Agent shall be carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent for cause and appoint a successor to such Warrant Agent; provided that the Warrant Agent so appointed shall be reasonably acceptable to the Company. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance ofthe proposed effective date of its resignation. If no successor Warrant Agent accepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

SECTION 22. Notices to the Company and Warrant Agent. Any notice or demand authorized or permitted by this Warrant Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant Certificate to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

New ATA Holdings Inc.

7337 West Washington Street

Indianapolis, IN 46231-1300

Telephone No.: (317) 282-7840

Fax: (317) 282-7211

Attention: John Denison, CEO

with a copy to (which shall not constitute notice to the Company):

Baker & Daniels LLP

300 North Meridian Street, Suite 2700

Indianapolis, IN 46204

Telephone No.: (317) 237-1131

Fax: (317) 237-1000

Attention: James A. Aschleman

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

Telephone No.: (212) 839-5300

Fax: (212) 839-5599

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Attention: Duncan N. Darrow L.
Gilles Sion

Any notice pursuant to this Warrant Agreement to be given by the Company or by the registered holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if deposited in the mail, first-class or registered, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) to the Warrant Agent at the Warrant Agent Office as follows:

Registrar & Transfer Company

10 Commerce Drive

Cranford, NJ 07016

Telephone No.: 800 525-7686 ext 2547
Fax: (908) 497-2314

Attention: Bill Tatler, Compliance Officer

SECTION 23. Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Warrant Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the rights or interests of the holders of Warrant Certificates. Any amendment or supplement to this Warrant Agreement that has an adverse effect on the rights or interests of holders of the Warrants shall require the written consent of registered holders of a majority of the then outstanding Warrants (excluding Warrants held by the Company or any of its controlled affiliates). The consent of each holder of a Warrant affected shall be required for any amendment of this Warrant Agreement pursuant to which the Exercise Price would be increased or the number of shares of Common Stock purchasable upon exercise of the Warrants would be decreased. The Warrant Agent shall have no duty to determine whether any such amendment would have an adverse effect on the rights or interests of the holders of the Warrants. The Warrant Agent may, but shall not be obligated to, execute any amendment or supplement which adversely affects the rights or increases the duties or obligations of the Warrant Agent.

SECTION 24. Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

SECTION 25. Termination. This Warrant Agreement shall terminate at 5:00 p.m., New York City time, on the Expiration Date. Notwithstanding the foregoing, this Warrant Agreement will terminate on such earlier date on which all outstanding Warrants have been exercised or converted. The provisions of Section 19 shall survive such termination.

SECTION 26. Governing Law; Jurisdiction. This Warrant Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with

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the internal laws of said state. The parties hereto irrevocably consent to the jurisdiction of the courts of the State of New York and any federal court located in such state in connection with any action, suit or proceeding arising out of or relating to this Warrant Agreement.

SECTION 27. Benefits of this Warrant Agreement. Nothing in this Warrant Agreement shall be construed to give to any person other than the Company, the Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Warrant Agreement; but this Warrant Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of the Warrant Certificates.

SECTION 28. Counterparts. This Warrant Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

SECTION 29. Further Assurances. From time to time on and after the date hereof, the Company shall deliver or cause to be delivered to the Warrant Agent such further documents and instruments and shall do and cause to be done such further acts as the Warrant Agent shall reasonably request (it being understood that the Warrant Agent shall have no obligation to make such request) to carry out more effectively the provisions and purposes of this Warrant Agreement, to evidence compliance herewith or to assure itself that it is protected hereunder.

SECTION 30. Entire Agreement. This Warrant Agreement and the Warrant Certificates constitute the entire agreement of the Company, the Warrant Agent and the registered holders of the Warrant Certificates with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Company, the Warrant Agent and the registered holders of the Warrant Certificates with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed, as of the day and year first above written,

NEW ATA HOLDINGS INC., as the Company
By:	/s/ John Denison
Name: John Denison
Title: President
REGISTRAR AND TRANSFER COMPANY, as Warrant Agent
By:	/s/ William P. Tatler
Name: Williams P. Tatler
Title: Vice President

EXHIBIT A

Form of Warrant Certificate

[Face of Warrant Certificate]

EXERCISABLE ON OR AFTER THE DATE OF THIS CERTIFICATE AND

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 28, 2011 AND

ONLY IF COUNTERSIGNED BY THE WARRANT AGENT

NEW ATA HOLDINGS INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

No. W Warrants

WARRANTS

This certifies that                                                  , or registered assigns, is the registered holder of                       warrants (the “Warrants”), to purchase shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of New ATA Holdings Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder upon exercise at any time on or after the date of this Warrant Certificate and prior to 5:00 p.m., New York City Time, on February 28, 2011 to receive from the Company one (1) fully paid and nonassessable share of Common Stock for each Warrant at the initial exercise price (the “Exercise Price”) of $10.00 per share payable (i) in United States dollars or (ii) by certified or official bank check for United States Dollars made payable to the order of the Company. In lieu of payment of the aggregate Exercise Price as aforesaid and subject to applicable law, the holder of a Warrant may request the payment by the Company of the “Spread”, which shall, subject to Section 15 of the Warrant Agreement, dated as of February 28, 2006, by and between the Company and Registrar and Transfer Company, as Warrant Agent (the “Warrant Agreement”), be paid by the Company by delivering to such Warrant holder a number of shares of Common Stock equal to (a)(i) the product of (x) the Current Market Price (as defined in Section 13(c) of the Warrant Agreement) per share of Common Stock as of the date of receipt of the request by the Company, multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, divided by (b) the Current Market Price per share of Common Stock as of the date of receipt of the request by the Company. The Exercise Price and number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. All Warrants will automatically be converted into shares of Common Stock upon the closing of a Qualified IPO, as provided in Section 8 of the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City Time, on February 28, 2011, and to the extent not exercised of converted by such time such Warrants shall become void. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. Reference is made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York.

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IN WITNESS WHEREOF, New ATA Holdings Inc. has caused this Warrant Certificate to be signed by the undersigned President and the undersigned Secretary of the Company.

Dated:

NEW ATA HOLDINGS INC.

By:
President	Secretary
Countersigned:
REGISTRAR AND TRANSFER COMPANY
WARRANT AGENT
By:
Authorized Officer

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[Reverse of Warrant Certificate]

NEW ATA HOLDINGS INC. (WARRANT)

By accepting a Warrant Certificate, each holder shall be bound by all of the terms and provisions of the Warrant Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto as fully and effectively as if such holder had signed the same.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants by the Company expiring at 5:00 p.m., New York City Time, on February 28, 2011, entitling the holder upon proper exercise to receive shares of Common Stock and are issued or to be issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants.

Subject to the restrictions set forth in Article Eleventh of the Company’s Certificate of Incorporation, the holder of the Warrants evidenced by this Warrant Certificate may exercise any or all of such Warrants by surrendering this Warrant Certificate, with the form of election to purchase set forth below on this Warrant Certificate properly completed and executed, together with payment of the aggregate Exercise Price in accordance with the provisions set forth on the face of this Warrant Certificate. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant, in each case, set forth on the face hereof may, subject to certain conditions, be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides that the number of shares of Common Stock issuable upon the exercise of each Warrant will also be adjusted. No fractions of a share of Common Stock will be issued upon the exercise or conversion of any Warrant, but the Company will pay the cash value in lieu thereof determined as provided in the Warrant Agreement.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the Warrant Agent Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in

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exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise or conversion hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

The Warrant Agreement permits, with certain exceptions therein provided, the supplementing or amendment thereof at any time by the Company and the Warrant Agent with the written consent of registered holders of a majority of the then outstanding Warrants (excluding Warrants held by the Company or any of its controlled affiliates). Any such consent by or on behalf of a holder of a Warrant shall be conclusive and binding upon such holder and upon all future holders of this Warrant and any Warrant issued upon the registration of transfer thereof or in exchange thereof whether or not notation of such consent is made upon such Warrant or any other Warrant.

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Form of Assignment

[Form of Assignment to be Executed if Holder

Desires to Transfer Warrants Evidenced Hereby]

ASSIGNMENT

(To Be Executed by the Registered Holder in Order to Assign Warrants)

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints

                                                                                                                                                                                    Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

Dated:
	Signature(s) *
	(Social Security or Taxpayer Identification Number)
Signature(s) Guaranteed*

A-5

Form of Election to Purchase

[To Be Executed Upon Exercise Of Warrant]

NOTICE OF EXERCISE

(To Be Executed by the Registered Holder in Order to Exercise Warrants)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares to the order of the Company in the amount of $10.00 per share of Common Stock (subject to adjustment) in accordance with the terms of the Warrant Agreement, in cash or by certified or official bank check made payable to the order of the Company.

REQUEST FOR PAYMENT OF SPREAD

oPlease check if the undersigned, in lieu of tendering the cash payment, as aforesaid, hereby requests the payment of the “Spread” within the meaning of Section 7 of the Warrant Agreement.

The undersigned requests that a certificate for such shares be registered in the name of:

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

and be delivered to:
	(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

(PLEASE PRINT OR TYPE ADDRESS)

Dated:
	Signature(s)*
	(Social Security or Taxpayer Identification Number)
Signature(s) Guaranteed*

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BEAR A SIGNATURE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION’ AS DEFINED IN RULE 17Ad-15(2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

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EX-21.1

Exhibit 21.1

List of Subsidiaries of the Company

Name of Entity	Jurisdiction of Incorporation/Organization
World Airways, Inc.	Delaware
North American Airlines, Inc.	Delaware
New ATA Acquisition Inc.	Delaware
New ATA Investment Inc.	Delaware
World Risk Solutions, Ltd.	Bermuda
World Airways Parts Company, LLC	Delaware
Global Aviation Ventures SPV LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 22, 2010, in the Registration Statement (Form S-1) and related Prospectus of Global Aviation Holdings Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Atlanta, Georgia

June 25, 2010

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

World Air Holdings, Inc.:

We consent to the use of our report dated July 3, 2007, with respect to the consolidated statements of operations, changes in stockholders’ equity and comprehensive loss, and cash flows of World Air Holdings, Inc. and subsidiaries (“the Company”) for the year ended December 31, 2006 and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated July 3, 2007 contains an explanatory paragraph that states that effective January 1, 2006 the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” and on December 31, 2006 adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans.”

/s/ KPMG LLP

Atlanta, Georgia

June 25, 2010

EX-23.4

Exhibit 23.4

[CONSENT OF INCOMING DIRECTOR]

June 14, 2010

Global Aviation Holdings Inc.

101 World Drive

Peachtree City, Georgia  30269

Attention:  Mark McMillin, Senior Vice President and General Counsel

Re:          Consent to be Named in Registration Statement

Ladies and Gentlemen:

I hereby consent to be named as a future director in the registration statements on Form S-1 and on Form S-4 of Global Aviation Holdings, Inc., including any and all amendments and post-effective amendments thereto and any related registration statements filed under Rule 462(b), and in the accompanying prospectuses forming a part thereof.

Sincerely,

/s/ Duane H. Cassidy

General Duane H. Cassidy

(USAF Retired)