0001104659-11-051891 Sample Contracts

THIRD AMENDMENT AND WAIVER TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT
Credit Agreement • September 15th, 2011 • Global Aviation Holdings Inc. • Air transportation, nonscheduled

THIS THIRD AMENDMENT AND WAIVER TO SECOND-LIEN TERM LOAN CREDIT AGREEMENT (the “Third Amendment”) is entered into effective as of September 14, 2011, by and among Global Aviation Holdings Inc., a Delaware corporation (“Parent”), North American Airlines, Inc., a Delaware corporation (“NAA”), and World Airways, Inc., a Delaware corporation (“WAI” and, together with the Parent and NAA, the “Borrowers” and each a “Borrower”), the Guarantors (“Guarantors”) and the Lenders (“Lenders”) party to the Credit Agreement described below and Wells Fargo Bank, National Association (the “Agent”), 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”).

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Third Supplemental Indenture • September 15th, 2011 • Global Aviation Holdings Inc. • Air transportation, nonscheduled • New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of September 14, 2011, (this “Third Supplemental Indenture”), is entered into by and among GLOBAL AVIATION HOLDINGS INC., NORTH AMERICAN AIRLINES, INC. AND WORLD AIRWAYS, INC. (collectively the “Issuers”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee and as collateral agent (the “Trustee”).

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