ATLANTIC SOUTHEAST AIRLINES INC
10-Q, 1995-08-14
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1

                                   Form 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           -------------------------

             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1995

                                       OR

             [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from             to 
                                           -----------    ----------

                         Commission File Number 0-11097

                       Atlantic Southeast Airlines, Inc.
                       ---------------------------------
             (Exact name of registrant as specified in its charter)


                 Georgia                           58-1354495
                 -------                           ----------
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)            Identification Number)


         100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354
         ------------------------------------------------------------------
         (Address of principal executive offices)                (Zip Code)


         Registrant's telephone number including area code: (404) 766-1400
                                                            --------------


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days 
Yes  X     No
    ---       ---

As of August 2, 1995 there were 33,025,807 shares of common stock outstanding.


                                      -1-
<PAGE>   2

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                                     INDEX

<TABLE>
<CAPTION>
                                                                                            Page No.
     <S>                                                                                       <C>
     Part I-Financial Information

           Item 1. Consolidated Financial Statements
              Balance Sheets- June 30, 1995 and December 31, 1994
                Assets                                                                          4
                Liabilities and Shareholders' Equity                                            5

              Statements of Income- Three months and six months
                ended June 30, 1995  and June 30, 1994                                          6

              Statements of Cash Flows- Six months ended
                June 30, 1995 and June 30, 1994                                                 7

              Condensed Notes to Consolidated Financial Statements                              8

           Item 2. Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                                        9

     Part II-Other Information

           Item 4. Submission of Matters to a Vote of Security Holders                         14

           Item 6. Exhibits and Reports on Form 8-K                                            14

     Signatures                                                                                16


     Exhibits

        10(a)   Supplemental Executive Retirement Plan effective
                May 24, 1995

        10(b)   Lease Termination Agreement dated June 22, 1995

        10(c)   Purchase Agreement Assignments dated June 22, 1995

        10(d)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N630AS dated June 22, 1995

        10(e)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N631AS dated June 22, 1995

        10(f)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N632AS dated June 22, 1995

        10(g)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N633AS dated June 22, 1995
</TABLE>

                                      -2-
<PAGE>   3

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                                     INDEX

<TABLE>
<CAPTION>
                                                                        Page No.

        <S>     <C>
        10(h)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N634AS dated June 22, 1995

        10(i)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N635AS dated June 22, 1995

        10(j)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N636AS dated June 22, 1995

        10(k)   Sublease Agreement, Sublease Supplement, Sublease Tax
                Indemnity Agreement and Nondisturbance and Recognition 
                Agreement for Aircraft N637AS dated June 22, 1995

        11      Statement Re: Computation of Per Share Earnings

        27      Financial Data Schedule (for SEC use only)

</TABLE>

                                      -3-
<PAGE>   4

Part I- Financial Information
   Item 1. Consolidated Financial Statements

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                          CONSOLIDATED BALANCE SHEETS
                           (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                             June 30,                  December 31,
                                                               1995                       1994
                                                           -----------                 ------------
                                                           (unaudited)                  (audited)
     <S>                                                     <C>                         <C>
     Assets
     Current Assets
       Cash and cash equivalents                             $ 35,678                    $ 42,527
       Marketable securities                                  152,791                     133,882
       Accounts receivable                                     11,071                       6,721
       Expendable parts                                         6,960                       7,626
       Other current assets                                     3,096                       2,852
                                                             --------                    --------

                                                              209,596                     193,608

     Property and Equipment
       Flight equipment                                       478,909                     472,354
       Other property and equipment                             8,080                       7,986
       Advance payments on property and equipment                 481                         191
                                                             --------                    --------

                                                              487,470                     480,531
       Less accumulated depreciation and amortization         179,047                     163,376
                                                             --------                    --------

                                                              308,423                     317,155

     Other Assets
       Excess of cost over fair value of
         tangible assets acquired                               2,918                       2,970
       Other assets                                             4,732                       5,951
                                                             --------                    --------

                                                                7,650                       8,921

     Total Assets                                            $525,669                    $519,684
                                                             ========                    ========
</TABLE>

     See condensed notes to consolidated financial statements.


                                      -4-
<PAGE>   5

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                          CONSOLIDATED BALANCE SHEETS
                           (In Thousands of Dollars)


<TABLE>
<CAPTION>
                                                             June 30,                  December 31,
                                                               1995                        1994
                                                           -----------                 ------------
                                                           (unaudited)                  (audited)
     <S>                                                     <C>                         <C>
     Liabilities and Shareholders' Equity
     Current Liabilities
        Current portion of long-term debt                    $ 28,360                    $ 28,254
        Accounts payable                                       10,670                      13,399
        Air traffic liability                                     660                       1,624
        Accrued compensation and related expenses               8,733                       4,518
        Accrued interest payable                                1,877                       3,136
        Other accrued expenses                                  2,919                       1,043
        Income taxes payable                                    5,064                       1,243
                                                             --------                    --------

                                                               58,283                      53,217

     Long-Term Debt                                           135,952                     152,610

     Other Non-Current Liabilities                                610                         534

     Deferred Income Taxes                                     67,410                      65,853

     Shareholders' Equity
        Common stock, $.10 par value; authorized
        50,000,000 shares; issued 34,363,707 shares             3,436                       3,436
        Capital in excess of par value                         45,238                      45,238
        Retained earnings                                     237,833                     218,924
        Unrealized holding gain (loss) on investments             269                        (151)
                                                             --------                    --------
                                                              286,776                     267,447
        Less treasury stock at cost - 1,337,900 and
        1,140,000  shares respectively                         23,362                      19,977
                                                             --------                    --------
                                                              263,414                     247,470

     Total Liabilities and Shareholders' Equity              $525,669                    $519,684
                                                             ========                    ========
</TABLE>


     See condensed notes to consolidated financial statements.


                                      -5-
<PAGE>   6
                       ATLANTIC SOUTHEAST AIRLINES, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
               (In Thousands of Dollars Except Per Share Amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          For The Three Months Ended  For The Six Months Ended
                                                                    June 30,                    June 30,
                                                          --------------------------  -------------------------
                                                              1995          1994          1995          1994
     <S>                                                  <C>           <C>           <C>           <C>
     Operating Revenues:
        Passenger                                         $    85,892   $    80,406   $   156,102   $   153,936
        Other                                                   4,157         1,627         5,838         3,115
                                                          -----------   -----------   -----------   -----------
     Total Operating Revenues                                  90,049        82,033       161,940       157,051

     Operating Expenses:
        Flying operations                                      16,708        16,317        32,378        32,159
        Maintenance                                            13,314        11,395        26,077        23,715
        Passenger service                                       4,018         3,459         7,682         6,683
        Aircraft and traffic servicing                          9,409         8,947        18,818        17,899
        Promotion, sales and advertising                        9,407         8,438        15,496        15,233
        General and administrative                              6,877           122         9,751         1,828
        Depreciation, amortization and obsolescence             6,956         6,671        13,913        12,928
        Other                                                      66            52           156           133
                                                          -----------   -----------   -----------   -----------
     Total Operating Expenses                                  66,755        55,401       124,271       110,578

     Income from Operations                                    23,294        26,632        37,669        46,473

     Non-Operating (Income) Expenses, net:
        Interest income                                        (2,961)       (1,688)       (5,615)       (3,103)
        Interest expense                                        2,021         1,344         4,054         2,471
        Other                                                     (24)          (27)          (36)          (13)
                                                          -----------   -----------   -----------   -----------
                                                                 (964)         (371)       (1,597)         (645)

     Income before Income Taxes                                24,258        27,003        39,266        47,118

     Income Taxes: Note 3
        Current                                                 8,805         8,198        13,443        14,655
        Deferred                                                  486         2,225         1,296         3,533
                                                          -----------   -----------   -----------   -----------
                                                                9,291        10,423        14,739        18,188


     Net Income                                           $    14,967   $    16,580   $    24,527   $    28,930
                                                          ===========   ===========   ===========   ===========

     Net Income per Share                                 $      0.45   $      0.48   $      0.74   $      0.84

     Cash Dividends per Common Share                            0.085          0.08          0.17          0.16

     Weighted Number of Common Shares Outstanding          33,112,996    34,383,247    33,097,556    34,408,578
</TABLE>


     See condensed notes to consolidated financial statements.


                                      -6-
<PAGE>   7

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands of Dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                  For The Six Months Ended
                                                                                          June 30,
                                                                           ------------------------------------
                                                                              1995                       1994
     <S>                                                                   <C>                         <C>
     OPERATING ACTIVITIES
     Net Income                                                            $ 24,527                    $ 28,930
     Adjustments to Reconcile Net Income to Net
        Cash Provided by Operating Activities:
       Depreciation                                                          13,465                      12,377
       Amortization and provision for obsolescence                              448                         551
       Provision for uncollectible accounts                                     (40)                         60
       Amortization of engine overhauls                                       3,951                       3,024
       Deferred income taxes                                                  1,557                       3,533
       Other                                                                    410                         375
     Changes in Operating Assets and Liabilities:
       Accounts receivable                                                   (4,310)                     (3,317)
       Expendable parts                                                         377                        (978)
       Other assets                                                            (152)                        166
       Accounts payable                                                      (2,729)                      5,559
       Other liabilities                                                        912                         875
       Accrued compensation and related liabilities                           4,291                      (3,968)
       Accrued interest payable                                              (1,259)                        241
       Income taxes payable                                                   3,821                      (1,689)
                                                                           --------                    --------
     NET CASH PROVIDED BY OPERATING ACTIVITIES                               45,269                      45,739

     INVESTING ACTIVITIES
     Purchase of Marketable Securities                                      (96,806)                    (65,651)
     Proceeds from Sale of Marketable Securities                             78,579                      73,082
     Decrease in Restricted Cash                                                265                         265
     Proceeds from Disposal of Property and Equipment                            17                          14
     Purchases of Property and Equipment including
        Advance Payments                                                     (8,693)                    (58,812)
     Other                                                                       75                         (72)
                                                                           --------                    --------
     NET CASH USED IN INVESTING ACTIVITIES                                  (26,563)                    (51,174)

     FINANCING ACTIVITIES
     Proceeds from Long-Term Debt                                                 -                      43,782
     Principal Payments on Long-Term Debt                                   (16,552)                    (12,859)
     Dividends Paid                                                          (5,618)                     (5,493)
     Purchase of Treasury Stock                                              (3,385)                     (2,624)
                                                                           --------                    --------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    (25,555)                     22,806


     INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (6,849)                     17,371
     CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                        42,527                      52,835
                                                                           --------                    --------

     CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $ 35,678                    $ 70,206
                                                                           --------                    --------
</TABLE>


     See condensed notes to consolidated financial statements.


                                      -7-
<PAGE>   8
                       ATLANTIC SOUTHEAST AIRLINES, INC.
              Condensed Notes to Consolidated Financial Statements
                                  (Unaudited)

1.       In the opinion of management, the accompanying condensed (unaudited)
         consolidated financial statements contain all adjustments necessary to
         present fairly the financial position as of June 30, 1995 and results
         of operations for the six-month periods ended June 30, 1995 and 1994
         and cash flows for the six-month periods ended June 30, 1995 and 1994.
         The accounting adjustments contained in the financial statements are
         of a normal recurring nature. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted pursuant to the rules and regulations of the
         Securities and Exchange Commission for Form 10-Q.  It is suggested
         that these unaudited condensed consolidated financial statements be
         read in conjunction with the audited consolidated financial statements
         and the notes thereto included in the 1994 Annual Report on Form 10-K
         filed by the Company under the Securities Exchange Act of 1934 on
         March 31, 1995.

2.       Results of operations for the six-month periods ended June 30, 1995
         and 1994 are not necessarily indicative of the results to be expected
         for the year.

3.       Earnings per share are based on the weighted average number of common
         shares and common stock equivalents outstanding.

4.       Marketable securities, which consist of investments with maturity
         dates longer than three months, are reported at fair market value.


                                      -8-
<PAGE>   9


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Liquidity and Capital Resources

         Working capital increased to $151.3 million with a current ratio of
3.6:1 at June 30, 1995, which compares with working capital of $140.4 million
and the same current ratio at December 31, 1994. The change in working capital
of $10.9 million  for the six months ended June 30, 1995 was primarily due to
$45.3 million in cash from operations offset by an $8.7 million investment in
property and equipment, $16.6 million of debt retirement, $5.6 million of
dividends paid and $3.4 million of treasury stock purchases.

          The Company has available an $8 million unsecured line of credit with
a bank. As of June 30, 1995, $.7 million of this line was committed to support
a letter of credit. As of June 30, 1995, there were no outstanding amounts
against the line of credit.

         In February 1995, the Company received authority from its Board of
Directors to acquire up to six additional Brasilia aircraft. When acquired,
these aircraft will replace the remaining Bandeirante aircraft currently
operating at the Dallas/Fort Worth hub. In May 1995, the Company executed a
Memorandum of Understanding with JSX Corporation regarding the sublease of four
Brasilia aircraft and paid a deposit of $.4 million which will be applied to
future rent.  In July 1995, the Company executed a sublease agreement for the
first of these Brasilia aircraft. The initial lease term is for approximately
four years.

         In June 1995, the Company entered into eight separate seven year
sublease agreements  with the leasing subsidiary of an aircraft manufacturer
for the sublease of eight ATR-72 aircraft.  These aircraft were delivered to
the Company during 1993 and had been subject to an interim lease from 1993
through June, 1995. The execution of the sublease in June 1995 caused a minimal
change in the annual rentals from those that had been paid under the interim
lease.

         In May 1995, the Company entered into a settlement agreement with a
supplier for $2 million. This settlement partially offset losses and damages
that the Company incurred as a result of flight restrictions imposed by the
Federal Aviation Administration (FAA) during the fourth quarter of 1994 and the
first quarter of 1995. The $2 million was recorded as other revenue during the
second quarter of 1995.

         In July 1995, the Company executed a Memorandum of Understanding with
Bristish Aerospace for the lease of five previously operated BAe 146-200 jet
aircraft for a term of five years. In addition, the Company secured options for
the lease of up to 15 additional BAe 146 aircraft. This would be the first time
that jet aircraft will be flown by the Company. The BAe 146-200 aircraft is


                                      -9-
<PAGE>   10
certified  to operate with a maximum capacity of 108 passengers. However, the
Company plans to operate the aircraft in an 88 - passenger configuration, which
will provide business class seating comfort for its passengers.  The Company
plans to initiate jet service from  Atlanta to Chattanooga, Tennessee;
Columbus, Georgia; Asheville, North Carolina; and Panama City and Fort Walton
Beach, Florida with the BAe 146 effective December 1, 1995. In addition,
effective February 1, 1996, the Company plans to use the BAe 146 to provide
four daily roundtrips to Myrtle Beach, South Carolina. The Company paid an
aircraft reservation fee of $.6 million which will be reclassified to a
security deposit once a lease is executed. This transaction is subject to
approval by the Board of Directors of both the Company and British Aerospace as
well as the execution of a definitive lease agreement between the Company and
a leasing subsidiary of British Aerospace.

         On May 1, 1995, the Company replaced Delta Air Lines, Inc. service to
Houston/Hobby Airport and Oklahoma City from its Dallas/Fort Worth hub. On the
same date, the Company discontinued service to Savannah and Raleigh/Durham
from its Atlanta hub.

         On December 1, 1995, the Company  plans to offer new direct service
between Atlanta and Lafayette as well as Alexandria, Louisiana.  The Company
also plans to terminate service effective December 1, 1995 between Dallas/Fort
Worth and Tyler, Waco, College Station and Longview, Texas; and Springfield,
Missouri, as well as between Atlanta and Huntsville and Mobile, Alabama and
Nashville, Tennessee. The Company's service to these markets was not profitable
primarily due to low load factors and/or discounted pricing.

         Current FAA directives require that the Company complete the process
of equipping its Brasilia aircraft with traffic alert and collision avoidance
systems by December 31, 1995. The Company has spent $.6 million on its current 
Brasilia fleet through June 30, 1995, and the remaining estimated cost for 
these modifications is approximated at $1.4 million. All of these costs will be
capitalized as fixed assets.

         Current maturities of long-term debt, future aircraft lease payments,
compliance with FAA directives and other capital expenditures for 1995 will be
funded from the Company's cash reserves and internally generated funds.

         Total assets were higher by $6 million to $525.7 million at June 30,
1995 primarily due to a $16 million increase in current assets offset by an
$8.7 million decrease in net property and equipment. An increase of $12.1
million in cash, cash equivalents and marketable securities and $4.4 million in
accounts receivable contributed to the upward movement in current assets.
Accounts receivable were higher primarily due to $1.2 million of receivables
from other airlines for passenger revenue and an increase of $1.1 million in
interest due from investments.

         The long-term debt to equity ratio was .52:1 at June 30, 1995 compared
with .62:1 at December 31, 1994.  Long-term debt decreased to $136 million from
$152.6 million at the end of 1994. This decline was the result of $16.6 million
in scheduled debt payments.


                                      -10-
<PAGE>   11
         Shareholders' equity per share increased to $7.98 at June 30, 1995
from $7.45 at the end of 1994. Net worth increased $15.9 million due to net
income of $24.5 million in the first six months of 1995 offset primarily by
dividends paid of $5.6 million and treasury stock purchases of $3.4 million.

         In May 1994, the Board of Directors authorized the repurchase of up to
$50 million of the Company's common stock on the open market at any time on or
before December 31, 1995. The Company will use part of its available cash
balances to repurchase such shares. The stock repurchased will be used for
compensation programs or other general corporate purposes. As of June 30, 1995,
the Company had repurchased 1,337,900 shares of its common stock at a cost of
approximately $23.4 million.


Results of Operations
For the three months ended June 30, 1995 and 1994

         The Company's second quarter of 1995 total revenues increased ten per
cent to $90 million compared with $82 million for the similar period of 1994.
Passenger revenue increased seven per cent to $85.9 million primarily due to a
six per cent increase in the average passenger yield to 42.6 cents per revenue
passenger mile.

         Net income for the second quarter of 1995 was $15 million or $.45
per share compared with $16.6 million or $.48 per share for the similar period
of 1994. Second quarter 1995 net income included two adjustments:

         - an after-tax charge of $2.6 million ($4.3 million pre-tax) for the
         Company's Stock Appreciation Rights Plan (SARs) due to a 63 per cent
         increase in the Company's stock price during the quarter, and
         - after-tax revenue of $1.2 million ($2 million pre-tax) due to the
         settlement discussed in the section labeled "Liquidity and Capital
         Resources".

Excluding these items, second quarter 1995 net income would have been $16.4
million, or $.49 per share. The second quarter of 1994 included  $1.7 million
after-tax negative expense for SARs or $.05 per share. Without this item, net
income for the second quarter of 1994 would have been $14.9 million or $.43
per share.

          Operating expenses increased approximately 20 per cent in the second
quarter of 1995 compared to the same period last year. The Company increased
capacity (available seat miles "ASM's") by four per cent and experienced a 16
per cent increase in the cost per ASM flown to 15.6 cents in the second quarter
of 1995 compared to 13.5 cents in the second quarter of 1994.  The following
table compares components of operating cost per ASM and operating expense as a
percentage of total operating expense for the three month periods ended June
30, 1995 and 1994:


                                     -11-
<PAGE>   12
<TABLE>
<CAPTION>
                                           Cost per ASM                  % Operating Cost
                                           Quarter Ended                   Quarter Ended
                                             June 30,                         June 30, 
                                      -----------------------------------------------------
                                      1995             1994             1995           1994
                                      -----------------------------------------------------
<S>                                   <C>              <C>              <C>            <C>
Labor and related                      5.0c.            3.2c.            32%             24%
Fuel                                   1.4              1.4               9              10
Direct maintenance                     2.3              2.0              15              15
Passenger related                      2.1              1.9              13              14
Depreciation and aircraft rent         2.1              2.1              13              16
Other                                  2.7              2.9              18              21
                                      -----------------------------------------------------
Total operating expense               15.6c.           13.5c.           100%            100%
</TABLE>                          


         Labor and related costs increased to $21.4 million for the second
quarter of 1995 compared to $13 million for the same period in 1994. The
average number of employees grew three per cent from 2,136 to 2,205 as of June
30, 1995.  Employee benefit expense increased $.4 million due to higher medical
costs. Included in the second quarter of 1995 is a $4.3 million charge to
expense associated with the Company's SARs due to a 63 per cent increase in the
Company's stock price. The second quarter of 1994, however, included $2.8
million negative expense for SARs due to a decrease in the Company's stock
price. Labor and related costs per ASM without the SARs adjustments would have
been 4 cents for the second quarter of 1995 in comparison to 3.9 cents for the
same period in 1994.

         Direct maintenance cost, excluding labor and related expenses,
increased 22 per cent to $9.8 million for the quarter ended June 30, 1995.
This increase was due primarily to a four per cent increase in capacity and the
timing for scheduled maintenance inspections and overhauls of time controlled
components.

         Passenger related expenses increased $.9 million for the quarter ended
June 30, 1995 compared to the same quarter last year. These expenses, which
include travel agency commissions and reservation fees, were ten per cent of
passenger revenue for both 1995 and 1994.

         The break-even load factor increased to 34.4% for the three months
ended June 30, 1995 compared to 32.7% for the same period last year. This
increase was primarily the result of adjustments for SARs as discussed above.


For the six months ended June 30, 1995 and 1994

         Passenger revenue increased one per cent to $156.1 million in the
first six months of 1995 primarily due to a three per cent increase in average
yield per passenger mile to 42 cents from 40.9 cents offset by a one per cent
decline


                                     -12-
<PAGE>   13
in RPMs. The number of passengers carried declined two per cent for the first
six months of 1995 compared to 1994. The average passenger trip length
increased slightly to 250 miles in 1995 from 249 miles in 1994. The first
quarter of 1995 results were impacted by flight cancellations due to FAA flight
restrictions, the adverse publicity that the regional airline industry received
in the fourth quarter of 1994, and adverse weather conditions in February as
well as early March.

         Operating expenses increased 12 per cent during the six month period
ended June 30, 1995. The Company increased capacity ("ASM's") by four per cent
and experienced an eight per cent increase in the cost per ASM to 14.9 cents
from 13.8 cents. The six months ending June 30, 1995 included a $4.3 million
charge to expense associated with SARs. In comparison, the first six months of
1994 had $3.8 million negative expense for SARs due to a decline in the
Company's stock price.  Excluding the effect of SARs for both periods,
operating expenses would have increased five per cent in 1995 compared to 1994.

The following table compares components of operating cost per ASM and operating
expense as a percentage of total operating expense for the six month periods
ended June 30, 1995 and 1994:

<TABLE>
<CAPTION>
                                           Cost per ASM                  % Operating Cost
                                           Year to Date                     Year to Date
                                             June 30,                         June 30,
                                      -----------------------------------------------------
                                      1995             1994             1995           1994
                                      -----------------------------------------------------
<S>                                   <C>              <C>              <C>            <C>
Labor and related                      4.6c.            3.5c.            31%             25%
Fuel                                   1.4              1.4               9              11
Direct maintenance                     2.3              2.1              15              15
Passenger related                      1.7              1.8              12              13
Depreciation and aircraft rent         2.1              2.2              14              16
Other                                  2.8              2.8              19              20
                                      -----------------------------------------------------
Total operating expense               14.9c.           13.8c.           100%            100%
</TABLE>                          

         Labor and related costs increased  38 per cent to $38.3 million for
the six months ended June 30, 1995 from $27.7 million for the six months ended
June 30, 1994. The average number of employees grew four per cent from 2,128 to
2,211 as of June 30, 1995.  As previously mentioned, the first six months of
1995 included a $4.3 million charge for SARs expense due to a 94 per cent
increase in the Company's common stock price. The first six months of 1994
included $3.8 million negative expense which resulted from a decrease in the 
Company's stock price and reversed previously accrued expenses associated with 
stock appreciation rights. Excluding these adjustments, the cost per ASM would 
have been 4.1 cents in 1995 versus 3.9 cents in 1994. As a per cent of operating
expenses, both years would have been 28 per cent.

         Direct maintenance cost, excluding labor and related expenses,


                                     -13-
<PAGE>   14
increased 11 per cent to $18.9 million for the six months ended June 30, 1995.
This increase was due primarily to a four per cent increase in capacity and the
timing for scheduled maintenance inspections and overhauls of time controlled
components.

         Depreciation and aircraft rent increased four per cent to $17.9
million for the six months ended June 30, 1995.  This increase was due
primarily to a full six months of depreciation associated with the four ATR-72
aircraft acquired in the second quarter of 1994.



                                    PART II

Item 4.          Submission of Matters to a Vote of Security Holders 
                 The Annual Meeting of Shareholders of Atlantic Southeast 
                 Airlines, Inc. was held Wednesday, May 24, 1995. The
                 only matter submitted to a vote of the shareholders at this
                 meeting was the election of directors. John W. Beiser; Julius
                 P. Gwin; Russell H. Heil; Jean A. Mori; Parker H. Petit;
                 George F. Pickett; Alan M. Voorhees; and Ralph W. Voorhees
                 were elected at the Annual Meeting by the holders of Common
                 Stock by the following vote: (a) Mr. Beiser: 29,655,728 votes
                 for and 306,640 votes withheld, (b) Mr. Gwin: 29,672,791 votes
                 for and 289,577 votes withheld, (c) Mr. Heil: 29,655,381 votes
                 for and 306,987 votes withheld, (d) Mr. Mori: 29,647,191 votes
                 for and 315,177 votes withheld, (e) Mr. Petit: 29,214,165
                 votes for and 748,203 votes withheld, (f) Mr. Pickett:
                 29,668,537 votes for and 293,831 votes withheld, (g) Mr. Alan
                 Voorhees: 29,669,851 votes for and 292,517 votes withheld and
                 (h) Mr. Ralph Voorhees: 29,654,756 votes for and 307,612 votes
                 withheld.  There are no abstentions or broker non-votes for
                 purposes of any such votes.

Item 6.          Exhibits and Reports on Form 8-K
(a)              The following exhibits are filed as part of this report.  The
                 exhibit number refers to Item 601 of Regulation S-K.


         10(a)   Supplemental Executive Retirement Plan effective May 24, 1995

         10(b)   Lease Termination Agreement dated June 22, 1995 

         10(c)   Purchase Agreement Assignments dated June 22, 1995


                                      -14-
<PAGE>   15


         10(d)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N630AS dated June 22, 1995

         10(e)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N631AS dated June 22, 1995

         10(f)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N632AS dated June 22, 1995

         10(g)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N633AS dated June 22, 1995

         10(h)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N634AS dated June 22, 1995

         10(i)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N635AS dated June 22, 1995

         10(j)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N636AS dated June 22, 1995

         10(k)   Sublease Agreement, Sublease Supplement, Sublease Tax 
                 Indemnity Agreement and Nondisturbance and Recognition
                 Agreement for Aircraft N637AS dated June 22, 1995

         11      Statement Re: Computation of Per Share Earnings

         27      Financial Data Schedule (for SEC use only)

(b)              Reports on Form 8-K - There were no reports on Form 8-K filed
                 for the quarter ended June 30, 1995.





                                     -15-
<PAGE>   16
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                        Atlantic Southeast Airlines, Inc.

                                        /s/ Ronald V. Sapp
                                        ---------------------------------
                                        Ronald V. Sapp
                                        V.P. Finance, Treasurer and
                                        Chief Financial Officer



Date: August 11, 1995


                                      -16-
<PAGE>   17


                    EXHIBIT 11 - STATEMENT RE: COMPUTATION OF
                               PER SHARE EARNINGS

<TABLE>
<CAPTION>
                                                         For The Three Months Ended   For The Six Months Ended
                                                                   June 30,                    June 30,
                                                         --------------------------   ------------------------
                                                              1995          1994          1995          1994
     <S>                                                  <C>           <C>           <C>           <C>
     Net Income                                           $14,966,949   $16,580,382   $24,526,711   $28,930,713

     Net Income per Share                                 $      0.45   $      0.48   $      0.74   $      0.84

     Weighted Number of Common Shares Outstanding          33,112,996    34,383,247    33,097,556    34,408,578
</TABLE>


<PAGE>   18

                                EXHIBIT INDEX
                                -------------


Exhibit Number and Description
------------------------------


10(a)   Atlantic Southeast Airlines, Inc. Supplemental Executive Retirement 
        Plan effective May 24, 1995.  (ATTACHED AS EXHIBIT 10(a) HERETO) 
        (MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO 
        BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-Q PURSUANT TO ITEM 
        6(A) OF FORM 10-Q).

10(b)   Lease Termination Agreement dated as of June 22, 1995 between
        the Company and Antoine Finance Corporation with respect to the Lease
        Agreement and related Lease Supplements Nos. 1-6 between the Company
        and Antoine Finance Corporation dated May 10, 1993 (filed as Exhibit 
        10(c) to the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1993) and related Lease Supplements Nos. 7-9 (filed as 
        Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for 
        the Quarter ended September 30, 1993).  (ATTACHED AS EXHIBIT 10(b)
        HERETO)

10(c)   Purchase Agreement Assignment [N630AS] dated June 22, 1995;
        Purchase Agreement Assignment [N631AS] dated June 22, 1995; Purchase
        Agreement Assignment [N632AS] dated June 22, 1995; Purchase Agreement 
        Assignment [N633AS] dated June 22, 1995; Purchase Agreement Assignment 
        [N634AS] dated June 22, 1995; Purchase Agreement Assignment [N635AS] 
        dated June 22, 1995; Purchase Agreement Assignment [N636AS] June 22,
        1995; and Purchase Agreement Assignment [N637AS] dated June 22, 1995, 
        all between the Company and First Security Bank of Utah, N.A. (ATTACHED
        AS EXHIBIT 10(c) HERETO) This exhibit relates to the ATR 72 Purchase 
        Agreement between the Company and Avions de Transport Regional dated 
        Februray 10, 1993 and related letter agreements (filed as Exhibit 10(t)
        to the Registrant's Annual Report on Form 10-K for the fiscal year 
        ended December 31, 1992); and the related Amendment No. 1 thereto dated
        February 21, 1994 (Filed as Exhibit 10(p) to the Registrant's Annual 
        Report on Form 10-K for the fiscal year ended December 31, 1994); and
        effectively terminates the related Purchase
<PAGE>   19
         Agreement Assignments Nos. 1-6 between the Company and Antoine
         Finance Corporation dated July 21, 1993 (Filed as Exhibit 10(e) to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1993), and the related Purchase Agreement Assignments Nos. 7-9
         between the Company and Antoine Finance Corporation dated September
         23, 1993 (Filed as Exhibit 10(b) to the Registrant's Quarterly report
         on Form 10-Q for the Quarter ended September 30, 1993).

10(d)    Sublease Agreement [N630AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N630AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N630AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N630AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(d) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.                                            

10(e)    Sublease Agreement [N631AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N631AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N631AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N631AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(e) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.                                       

10(f)    Sublease Agreement [N632AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N632AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N632AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N632AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(f) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.

10(g)    Sublease Agreement [N633AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N633AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N633AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N633AS] dated June 22, 1995.  (ATTACHED As 
         EXHIBIT 10(g) HERETO)




<PAGE>   20
         Confidential treatment has been applied for with respect to
         certain provisions of this Exhibit, which provisions have been omitted
         from the Exhibit, marked with an asterisk (*), and filed separately
         with the SEC.

10(h)    Sublease Agreement [N634AS] dated as of June 22, 1995, between the     
         Company and Antoine Finance Corporation and related Sublease
         Supplement [N634AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N634AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N634AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(h) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.

10(i)    Sublease Agreement [N635AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N635AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N635AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N635AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(i) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.

10(j)    Sublease Agreement [N636AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N636AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N636AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N636AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(j) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.

10(k)    Sublease Agreement [N637AS] dated as of June 22, 1995, between
         the Company and Antoine Finance Corporation and related Sublease
         Supplement [N637AS] dated June 22, 1995; Sublease Tax Indemnity
         Agreement [N637AS] dated June 22, 1995; and Nondisturbance and
         Recognition Agreement [N637AS] dated June 22, 1995.  (ATTACHED AS
         EXHIBIT 10(k) HERETO) Confidential treatment has been applied for with
         respect to certain provisions of this Exhibit, which provisions have
         been omitted from the Exhibit, marked with an asterisk (*), and filed
         separately with the SEC.




<PAGE>   21
11          Statement Re Computation of Per Share Earnings






<PAGE>   1


                                 EXHIBIT 10(a)
<PAGE>   2

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                  Introduction

         Atlantic Southeast Airlines, Inc.  (the "Company") has established,
effective as of May 24, 1995 (the "Effective Date"), an unfunded supplemental
executive retirement plan, as described herein, which shall be known as the
Atlantic Southeast Airlines, Inc. Supplemental Executive Retirement Plan (the
"Plan").  The Plan is intended to provide supplemental retirement income to
certain key executive employees of the Company.


         1.      Administration of the Plan.

                 1.1      Committee.  The Compensation Committee of the Board
of Directors of the Company (the "Committee") shall administer the Plan and, in
connection therewith, shall have full power and authority to construe and
interpret the Plan; to establish rules and regulations relating to the Plan; to
delegate responsibilities to others to assist it in administering the Plan; and
to perform all other acts it believes reasonable and proper in connection with
the administration of the Plan.  Any determination by the Committee shall be
final and binding on all persons for all purposes.

                 1.2      Indemnification.  To the extent permitted by law, the
Company shall indemnify the members of the Committee from all claims for
liability, loss or damage (including payment of expenses in connection with
defense against any such claim) arising from any act or failure to act which
constitutes a breach of such individual's fiduciary responsibilities under any
applicable law.

         2.      Participants. Such key executive employees who are selected by
the Board of Directors to participate in the Plan and who shall be identified
on Appendix A attached hereto or any revised Appendix A as a result of action
by the Board of Directors adding one or more key employees as Participant(s) to
this Plan.

         3.      Amount of Supplemental Retirement Benefits.  The Supplemental
Retirement Benefit shown on the attached Appendix B immediately below each
respective Participant's name.

         4.      Vesting of Supplemental Retirement Benefits.  A Participant's
interest in his accrued Supplemental Retirement Benefit shall be 100% vested
and nonforfeitable at all times.
<PAGE>   3

        5.       Payments of Benefits.

                 5.1      Time of Payment.  Payment to a Participant of his
Supplemental Retirement Benefit shall commence the first day of the calendar
month next following the calendar month containing the Participant's actual
date of retirement or termination of employment.

                 5.2      Forms of Payment.  The Participant's Supplemental
Retirement Benefit shall be paid to the Participant in the form of a single
life annuity.  The Participant may elect to have the Participant's Supplemental
Retirement Benefit paid in the form of a joint and survivor annuity.

         6.      Change in Control.

                 6.1      Notwithstanding any other terms of the Plan to the
contrary, following a Change in Control (as defined below), the provisions of
this Section shall apply to the payment of benefits under the Plan with respect
to any Plan Participant who either (i) is a Participant and an employee of the
Company on the date of the Change in Control, or (ii) is a Participant who
retired or terminated employment with the Company after January 1, 1995.

No later than five days after a Change in Control, the Company shall establish
an irrevocable grantor trust, enter into a trust agreement with an independent
bank as trustee of such irrevocable grantor trust, and contribute to such trust
an amount sufficient to make the trust fund equal at least 100% of the current
lump sum equivalent of the projected benefit obligations payable to all
Participants under the Plan.

                 For purposes of this Plan, "Change in Control" means any one
or more of the following events::

                          (i)     acquisition of at least twenty-five percent
                                  (25%) of the Company's shares of voting stock
                                  by any single entity or group other than
                                  Delta Air Lines, Inc. or subsidiary thereof;

                          (ii)    ownership of more than fifty percent (50%) of
                                  the Company's shares of voting stock by Delta
                                  Air Lines, Inc. or subsidiary thereof;

                          (iii)   approval by the Board of Directors of any
                                  tender offer for the Company's shares of
                                  voting stock; or

                          (iv)    if individuals constituting the Board as of
                                  the Effective Date (or the successors of any
                                  such individuals resigning or declining to be





                                       3
<PAGE>   4

                                  nominated to the Board) cease to constitute a
                                  majority of the Board.

                 6.2      As soon as practicable following a Change in Control,
the Company shall instruct its actuarial consultant to direct the calculation
of the amount necessary to fulfill the Company's obligations pursuant to
Section 6.1 of the Plan.  In the event of a dispute over the Company-appointed
actuary's determination, Company and Participant shall refer such dispute to an
independent, third-party actuarial consultant, chosen by the Company and the
Participant.  If the Company and Participant cannot agree on an independent,
third-party actuarial consultant, the actuarial consultant shall be chosen by
lot from an equal number of actuaries submitted by the Company and Participant.
The determination by the third-party actuarial consultant shall be final and
binding upon both parties.  The Company shall be responsible for all of the
fees and expenses of the independent actuarial consultant.

         7.      Miscellaneous.

                 7.1      Benefits Payable by Company.  All benefits payable
under this Plan shall constitute an unfunded obligation of the Company.
Payments shall be made, as due, from the general funds of the Company.  The
Company may, in its sole and absolute discretion, establish one or more
accounts, funds or trusts to reflect its obligations under the Plan and may
make such investments as it may deem desirable to assist it in meeting such
obligations.  Any assets held in such accounts, funds or trusts shall remain
assets of the Company subject to the claims of its creditors.  No person
eligible for a benefit under this Plan shall have any right, title or interest
in any such assets.

                 7.2      Inalienability of Benefits.  The right of any person
to any benefit or payment under the Plan shall not be subject to voluntary or
involuntary transfer, alienation or assignment, and, to the fullest extent
permitted by law, shall not be subject to attachment, execution, garnishment,
sequestration or other legal or equitable process or be transferable by
operation of law in the event of bankruptcy or insolvency of any Participant or
beneficiary.  In the event a person who is receiving or is entitled to receive
benefits under the Plan attempts to assign, transfer or dispose of such right,
or if an attempt is made to subject said right to such process, such
assignment, transfer or disposition shall be null and void.

                 7.3      No Guarantee of Employment.  Nothing in the Plan nor
any action taken hereunder shall be deemed or construed as giving any
Participant any right to be retained in the employ of the Company or as
affecting the right of the Company to discipline (including, without
limitation, the right to discharge) any Participant at any time.

                 7.4      Payments to Minors and Incompetents.  If a
Participant or beneficiary entitled to receive any benefits hereunder is a
minor or is deemed by the Committee or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, payment of benefits will
be made to the duly appointed guardian of such minor or incompetent or to such





                                       4
<PAGE>   5

other legally appointed person as the Committee may designate.  Such payment
shall, to the extent made, be deemed a complete discharge of any liability for
such payment under the Plan.

                 7.5      Withholding.  The Company shall have the right to
deduct from any payments due under the Plan any taxes required to be withheld
with respect to such payments.

                 7.6      Amendment or Termination.  The Company reserves the
right to amend, modify, restate or terminate the Plan; provided, however, that
no such action by the Company shall reduce a Participant's benefits accrued
under this Plan as of the time thereof.  If the Plan is terminated, a
determination shall be made of such Participant's benefits as of the Plan
termination date.  The amount of such benefits shall be payable to the
Participant or beneficiary at the time it would have been payable under Section
5 or Section 6 if the Plan had not been terminated.

                 7.7      Construction.  The Plan is intended to be an
"unfunded plan which is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees" within the meaning of the Employee Retirement Income
Security Act of 1974, as amended.

                 7.8      Severability.  If any provision of the Plan or the
application of any such provision to any person or circumstances shall be
invalid under any federal or state law, neither the application of such
provisions to persons or circumstances other than those as to which such
provision is invalid nor any other provisions of the Plan shall be affected
thereby.

                 7.9      Headings.  The headings preceding the sections hereof
have been inserted solely as a matter of convenience and in no way define or
limit the scope or intent of any provisions of the Plan.

                 7.10     Governing Law.  Except to the extent preempted by
federal law, the provisions of the plan will be construed according to the laws
of the State of Georgia.

                 7.11     Pronouns.  All pronouns and all variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or
plural, as the identity of the person, persons or entity may require.





                                       5
<PAGE>   6

                                   APPENDIX A

1.       George F. Pickett, Jr.

2.       John W. Beiser





                                       1
<PAGE>   7

                                   APPENDIX B


1.       GEORGE PICKETT AND JOHN BEISER

Upon retirement or termination from the Company on or after attainment of age
55, each Participant shall be entitled to receive a monthly benefit (the
"Supplemental Retirement Benefit"), equal to one-twelfth (1/12) of (A) - (B)
where

         (A)     equals the dollar amount shown below which corresponds to the
                 age the Participant has attained on the date of his actual
                 retirement or termination from employment with the Company

<TABLE>
<CAPTION>
                           Age at
               Retirement or Termination                     Amount
               --------------------------                    ------
                 <S>                                        <C>
                          55                                $150,000
                          56                                $159,000
                          57                                $168,540
                          58                                $178,652
                          59                                $189,372
                          60                                $200,734
                          61                                $212,778
                          62                                $225,545
                          63                                $239,077
                          64                                $253,422
                 65 and thereafter                          $268,627
</TABLE>

and,

                 (B)      equals (i) plus (ii) plus (iii), where

                          (i)     equals 50% of the Participant's annual Social
                                  Security benefits projected as of the last
                                  day of the calendar month containing the
                                  Participant's actual date of retirement or
                                  termination; and

                          (ii)    is the Actuarial Equivalent, expressed as an
                                  annual benefit for the life of the
                                  Participant, of 100% of the vested amount in
                                  the Participant's Employer Matching Account
                                  under the Atlantic Southeast Airlines, Inc.
                                  Investment Savings Plan as of the last day of
                                  the calendar month containing the
                                  Participant's actual date of retirement or
                                  termination; and





                                       1
<PAGE>   8

                         (iii)    is the Actuarial Equivalent, expressed as an 
                                  annual benefit for the life of the
                                  Participant, of 100% of the Participant's 
                                  vested benefits under the Atlantic Southeast
                                  Airlines, Inc. Executive Deferred 
                                  Compensation Plan as of the last day of the 
                                  calendar month containing the Participant's
                                  actual date of retirement or termination.

For purposes of Appendix B only, the term "Actuarial Equivalent" shall mean a
benefit of equivalent value to the accrued benefit when computed on the basis
of reasonable interest rates and mortality rate assumptions.  In the event of a
dispute regarding such assumptions, Company and Participant shall refer such
dispute to an independent, third-party actuarial consultant, chosen by the
Company and the Participant.  If the Company and Participant cannot agree on an
independent, third-party actuarial consultant, the actuarial consultant shall
be chosen by lot from an equal number of actuaries submitted by the Company and
Participant.  The determination by the third-party actuarial consultant shall
be final and binding upon both parties.  The Company shall be responsible for
all of  the fees and expenses of the independent actuarial consultant.





                                       2

<PAGE>   1


                                 EXHIBIT 10(b)
<PAGE>   2


                              TERMINATION OF LEASE


         This Termination of Lease is entered into as of June 22, 1995 with
respect to the May 1, 1993 Lease Agreement (the "Interim Lease") between
Atlantic Southeast Airlines, Inc. ("ASA"), and Antoine Finance Corporation
("AFC").

         Terms that are defined in the Interim Lease have the same meanings
when used in this Termination of Lease.

         The Interim Lease and Lease Supplements Nos. 1-9 thereto were
recorded with the Federal Aviation Administration ("FAA") under the Federal
Aviation Act on the dates and with the conveyance numbers shown on the attached
"Schedule of FAA Recording Information".

         ASA and AFC hereby terminate the Interim Lease, as so supplemented,
with respect to the aircraft, engines, and propellers covered thereby,
effective upon the filing of this Termination of Lease with the FAA.

         This Termination of Lease may be executed in separate counterparts.

         This Termination of Lease is being delivered in Georgia and shall in
all respects be governed by, and construed in accordance with, the laws of
Georgia (excluding any conflicts-of-laws rule that would apply the laws of any
other jurisdiction).
<PAGE>   3

         IN WITNESS WHEREOF, ASA and AFC have executed this Termination of
Lease.

                                 ATLANTIC SOUTHEAST AIRLINES, INC.


                                 By: /s/ Ronald V. Sapp
                                     -------------------------------------
                                         Title: Vice President-Finance and
                                                Treasurer



                                 ANTOINE FINANCE CORPORATION


                                 By: /s/ Kim E. Lutthans
                                     -------------------------------------
                                         Title: Vice President





                                       3
<PAGE>   4

                                           SCHEDULE OF FAA RECORDING INFORMATION

<TABLE>
<CAPTION>
Document                                   Recording Date                         Conveyance No.
--------                                   --------------                         --------------
<S>                                        <C>                                       <C>
Lease Agreement,                           May 10, 1993                              N00567
dated as of May 1,
1993, with Lease
Supplement No. 1,
dated May 10, 1993

Lease Supplement No. 2,                    May 26, 1993                              V87521   
dated May 12, 1993                                                                            
                                                                                              
Lease Supplement No. 3,                    May 26, 1993                              V87523   
dated May 26, 1993                                                                            
                                                                                              
Lease Supplement No. 4,                    June 16, 1993                             JJ08238  
dated June 16, 1993                                                                           
                                                                                              
Lease Supplement No. 5,                    June 23, 1993                             JJO8289  
dated June 23, 1993                                                                           
                                                                                              
Lease Supplement No. 6,                    July 22, 1993                             KK18253  
dated July 21, 1993                                                                           
                                                                                              
Lease Supplement No. 7,                    August 26, 1993                           E16305   
dated August 25, 1993                                                                         
                                                                                              
Lease Supplement No. 8,                    September 29, 1993                        X121347  
dated September 9, 1993                                                                       
                                                                                              
Lease Supplement No. 9,                    September 23, 1993                        DD004923 
dated September 23, 1993                                                                      
                                                                             
</TABLE>

<PAGE>   1


                                 EXHIBIT 10(c)
<PAGE>   2

                     PURCHASE AGREEMENT ASSIGNMENT [N630AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N630AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N630AS (aircraft N630AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N630AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   3

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   4

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   5

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   6



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N630AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                                     Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                             --------------------------------

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




                                       5
<PAGE>   7

                     PURCHASE AGREEMENT ASSIGNMENT [N631AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N631AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N631AS (aircraft N631AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N631AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   8

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   9

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   10

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   11



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N631AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                                     Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   12

                     PURCHASE AGREEMENT ASSIGNMENT [N632AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N632AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N632AS (aircraft N632AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N632AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   13

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   14

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   15

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   16



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N632AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                                     Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   17

                     PURCHASE AGREEMENT ASSIGNMENT [N633AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N633AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N633AS (aircraft N633AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N633AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   18

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   19

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section Section 7 and 9 above) benefit Assignor, Assignee, and their
successors and permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   20

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   21



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N633AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                          Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   22

                     PURCHASE AGREEMENT ASSIGNMENT [N634AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N634AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N634AS (aircraft N634AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N634AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   23

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   24

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section Section  7 and 9 above) benefit Assignor, Assignee, and their
successors and permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   25

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   26



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N634AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                          Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   27

                     PURCHASE AGREEMENT ASSIGNMENT [N635AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N635AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N635AS (aircraft N635AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N635AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   28

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   29

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   30

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   31



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N635AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                          Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   32

                     PURCHASE AGREEMENT ASSIGNMENT [N636AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N636AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N636AS (aircraft N636AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N636AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   33

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   34

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   35

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   36



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N636AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V. Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                          Owner Trustee



                                        By:  /s/ Nancy M. Dahl
                                            ---------------------------------

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




                                       5
<PAGE>   37

                     PURCHASE AGREEMENT ASSIGNMENT [N637AS]


         This Assignment is entered into as of June 22, 1995 by Atlantic
Southeast Airlines, Inc. ("Assignor") and First Security Bank of Utah, N.A.,
not in its individual capacity but solely as owner trustee under Trust
Agreement [N637AS] ("Assignee").

         Assignor and Avions de Transport Regional ("ATR"), a "groupement
d'interet economique" formed under the laws of France, are parties to the
Purchase Agreement, which covers the sale of ATR-72-212 aircraft including
aircraft N637AS (aircraft N637AS being the "Aircraft").

         ASSIGNOR AND ASSIGNEE agree as follows:

         1.  DEFINITIONS.  All terms used herein have the same meanings and
usages as in Lease Agreement N637AS (the "Lease"), dated as of March 31, 1995,
between Assignee, as lessor, and Antoine Finance Corporation, a Delaware
corporation, as lessee.

         2.  ASSIGNMENT; RIGHTS RESERVED.  Assignor does hereby convey, sell,
assign, transfer, and set over unto Assignee all Assignor's rights and
interests in and to the Purchase Agreement as and to the extent that they
relate to the Aircraft and the operation thereof, except to the extent reserved
below, including in such assignment (a) all claims for damages in respect of
the Aircraft arising as a result of any default by ATR under the Purchase
Agreement, including all warranty, indemnity and guarantee provisions contained
in the Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (b) any and all rights of Assignor to compel performance of the
terms of the Purchase Agreement in respect of the Aircraft; reserving to
Assignor, however, (i) all Assignor's rights and interests in and to the
Purchase Agreement to the extent that they relate to aircraft other than the
Aircraft or to matters not in respect of any aircraft; (ii) all Assignor's
rights to spare parts, assemblies, special tools, and items of equipment under
the Purchase Agreement; (iii) any right to purchase or take title to the
Aircraft; (iv) with respect to the Aircraft, so long, and only so long, as the
Aircraft is subject to the Sublease and no event of default thereunder (a
"Sublease Default") exists, (a) the right to demand, accept, and retain all
rights in and to all property (other than the Aircraft), data, and service
related to the Aircraft which ATR is obligated to provide or does provide
pursuant to the Purchase Agreement, and (b) the right to obtain instructions,
services, training, data, and demonstration and test flights related to the
Aircraft pursuant to the Purchase Agreement; and (v) the right to maintain
plant representatives at ATR's plant pursuant to the Purchase Agreement.

         3.  ACCEPTANCE OF ASSIGNMENT.  Assignee hereby accepts the assignment
contained in Section  2 hereof upon the terms and conditions herein contained.

         4.  RIGHTS OF ASSIGNOR IN ABSENCE OF SUBLEASE DEFAULT.  (a)
Notwithstanding the foregoing, but subject to Section  4(b) hereof, unless a
Sublease Default shall exist, Assignee (1) hereby authorizes Assignor, on
behalf of Assignee, to exercise in Assignor's name all rights and powers of the
"Buyer" under the Purchase Agreement, including such rights as Assignee may
have with respect to the Aircraft under any warranty, indemnity, or guarantee
or other provision of the Purchase Agreement and to receive any recovery or
benefit resulting from the enforcement of any warranty, guarantee,
<PAGE>   38

or indemnity under the Purchase Agreement in respect of the Aircraft, and (2)
shall, at Assignor's expense, cooperate with Assignor and take such actions as
are necessary to enforce such rights and claims; except that Assignor may not
enter into any change order or other amendment, modification, or supplement to
the Purchase Agreement without the prior written consent of Assignee if such
change order, amendment, modification, or supplement will adversely affect
Assignee's interests in any material respect.

         (b)  Notwithstanding this Assignment, all amounts that, as a result of
this Assignment, ATR otherwise would be obligated to pay to Assignee with
respect to the Aircraft, including refunds under the Purchase Agreement and
amounts resulting from the enforcement of any warranty, guarantee, or indemnity
thereunder or the enforcement or exercise of any right or power under the
Purchase Agreement or hereunder ("Manufacturer's Payments"), will be payable to
and retainable by Assignor unless and until ATR receives written notice that a
Sublease Default exists, whereupon ATR will, until ATR receives written notice
from Assignee that all Sublease Defaults have been cured or waived, make any
and all such payments directly to Assignee.

         (c) If Assignee has notified ATR of a Sublease Default,  Assignee will
also, upon written notice from Assignor, give prompt written notice to ATR when
such Sublease Default has been cured or waived.

         5.  CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES. (a) Anything herein
contained to the contrary notwithstanding: (i) Assignor shall at all times
remain liable to ATR under the Purchase Agreement to perform all the duties and
obligations of the "Buyer" thereunder to the same extent as if this Assignment
had not been executed; (ii) Assignee's exercise of any of the rights assigned
hereunder shall not release Assignor from any of its duties or obligations to
ATR under the Purchase Agreement except to the extent that Assignee's exercise
constitutes performance of such duties and obligations; and (iii) Assignee
shall have no obligation or liability under the Purchase Agreement by reason
of, or arising out of, this Assignment, nor shall Assignee be obligated to
perform any of the obligations or duties of Assignor under the Purchase
Agreement (including any obligation to make payment).

         (b)  Without in any way releasing Assignor from any of its duties or
obligations under the Purchase Agreement, Assignor confirms for ATR's benefit
that, in exercising any rights under the Purchase Agreement, or in making any
claim with respect to the Aircraft or other goods and services delivered or to
be delivered pursuant to the Purchase Agreement, the terms and conditions of
the Purchase Agreement shall apply to and bind Assignee to the same extent as
Assignor.

         (c)  Nothing in this Assignment shall subject ATR to any liability to
which it would not otherwise be subject under the Purchase Agreement or modify
in any respect ATR's contract rights thereunder.

         (d)  Effective at any time (and only so long as) a Sublease Default
exists, Assignor hereby constitutes Assignee, and its successors and permitted
assigns, as Assignor's true and lawful attorney,





                                       2
<PAGE>   39

irrevocably (it being acknowledged that such appointment is coupled with an
interest, namely Assignee's rights acquired and to be acquired hereunder), with
full power (in the name of Assignor or otherwise) to ask, require, demand,
receive, compound, and give acquittance for any and all money and claims for
money due and to become due under or arising out of the Purchase Agreement in
respect of the Aircraft to the extent that such money and claims have been
assigned by this Assignment and, for such period as Assignee may exercise such
rights under this Assignment, to endorse any checks or other instructions or
orders in connection therewith and to file any claims or take any action or
institute (or, if previously commenced, assume control of) any proceedings and
to obtain any recovery in connection therewith which Assignee may deem to be
necessary or advisable.

         (e)  Upon the occurrence of a Sublease Default, Assignor shall
promptly deliver a complete copy of the Purchase Agreement to Assignee.

         6.      FURTHER ASSURANCES.  Upon Assignee's written request, Assignor
will promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as Assignee reasonably requests in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

         7.      ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.
Assignor represents and warrants that (a) assuming the enforceability of the
Purchase Agreement in accordance with its terms as to ATR, the Purchase
Agreement is in full force and effect and is enforceable in accordance with its
terms, and (b) Assignor is not in default thereunder.  Assignor further
represents and warrants that Assignor has not assigned or pledged, and
covenants that it will not assign or pledge, so long as this Assignment remains
in effect, the whole or any part of the rights hereby assigned, to anyone other
than Assignee.

         8.      NO AMENDMENT OF PURCHASE AGREEMENT.  Unless a material
Sublease Default exists, Assignee shall not amend, modify, rescind, cancel, or
terminate the Purchase Agreement insofar as it relates to the Aircraft and the
operation thereof without Assignor's prior written consent.

         9.      ASSIGNMENT.  This Assignment may not be assigned by Assignee,
other than as security pursuant to the Mortgage, without the prior written
consent of Assignor and ATR (and such assignment pursuant to the Mortgage shall
be permitted without Assignor's or ATR's consent).

         10.     BINDING EFFECT.  This Assignment shall bind and (subject to
Section 7 and 9 above) benefit Assignor, Assignee, and their successors and 
permitted assigns.

         11.     NOTICE.  Notice to the parties hereunder shall be given and
become effective in the same manner as under the Participation Agreement.





                                       3
<PAGE>   40

         12.     GOVERNING LAW.  This Assignment shall be governed by and
construed in accordance with the laws of the state of New York (excluding any
conflict-of-laws rule that would apply the laws of any other jurisdiction).

         13.     MISCELLANEOUS. (a) No provision of this Assignment may be
changed, waived, discharged, or terminated orally, but only by written
instrument signed by the parties hereto and the Loan Trustee.

         (b)  The captions in this Assignment are for convenience of reference
only, and are not a substantive part of this Assignment.

         (c)  If at any time any provision of this Assignment is or becomes
illegal, invalid, or unenforceable in any respect under the laws of any
jurisdiction, the remainder of this Assignment shall not be affected or
impaired thereby.  Any provisions which are or become invalid, illegal, or
unenforceable in whole or in part shall, insofar as reasonably possible, be
implemented according to the spirit and purpose of this Assignment.

         (d)  This Assignment may be executed in separate counterparts.





                                       4
<PAGE>   41



         IN WITNESS WHEREOF, Assignor and Assignee have executed this Purchase
Agreement Assignment [N637AS].


                                        ATLANTIC SOUTHEAST AIRLINES, INC.


                                        By: /s/ Ronald V.  Sapp
                                            ---------------------------------

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

                                        FIRST SECURITY BANK OF UTAH, N.A., as
                                          Owner Trustee



                                        By:  /s/ Nancy M.  Dahl
                                            ---------------------------------

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




                                       5

<PAGE>   1


                                 EXHIBIT 10(d)

               Confidential treatment has been applied for with
               respect to certain provisions of this Exhibit, which
               provisions have been omitted from this Exhibit,
               marked with an asterisk (*) and filed separately with
               the SEC.
<PAGE>   2

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

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




                          SUBLEASE AGREEMENT [N630AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                    <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE  . . . . . . . . . . . . . . . . . . .  10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>





                                       i
<PAGE>   4

<TABLE>
<S>                                                                                                                    <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
         INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
</TABLE>





                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                                                    <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.       [  *  ] INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values
</TABLE>





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N630AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


         1.      DEFINITIONS; USAGE.

         (a)     DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section  4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person.  For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).
<PAGE>   7

         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section  3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section  3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section  18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

          [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section  12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section  17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section  7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section  18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section  18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section  7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section  18(a)(iii) such shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section  18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section  5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

         Improvement: defined in Section  12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


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

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

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

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

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

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

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

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

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

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

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





                                       5
<PAGE>   11

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

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

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


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

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

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





                                       6
<PAGE>   12

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

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

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

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

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

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

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

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

         Permitted Lien: a Lien permitted under Section  10.

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





                                       7
<PAGE>   13

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

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

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

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

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

         Removable Improvements: defined in Section  12(e).

         Renewal Term: defined in Section  3(h).

         Rent: Basic Rent and Supplemental Rent.

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

         Replacement Parts: defined in Section  12(d).

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

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





                                       8
<PAGE>   14


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

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

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

          [  *  ]

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

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

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section  3(c).

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

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

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

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

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





                                       9
<PAGE>   15

         2.      AGREEMENT TO SUBLEASE AIRCRAFT.

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

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

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

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

         (c)     SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

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

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

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

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

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





                                       10
<PAGE>   16

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

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

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

          [  *  ]





                                       11
<PAGE>   17

[  *  ]





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

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

         4.      NET SUBLEASE.

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





                                       12
<PAGE>   18

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

         5.      REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

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

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





                                       13
<PAGE>   19

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

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

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

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

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

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





                                       14
<PAGE>   20

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

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

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

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

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

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

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

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





                                       15
<PAGE>   21

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

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

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

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

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

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

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

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





                                       16
<PAGE>   22


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

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

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

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

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

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





                                       17
<PAGE>   23

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

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

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

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

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

         (5)     Compliance with ERISA.

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

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





                                       18
<PAGE>   24

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

         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

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

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

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

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

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





                                       19
<PAGE>   25

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

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

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

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

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

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

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

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





                                       20
<PAGE>   26

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

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

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

         6.      CONDITIONS PRECEDENT.

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

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

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

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





                                       21
<PAGE>   27

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

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

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

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

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

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

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

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28


         (f)     the Nondisturbance Agreement.

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

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

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

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

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

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

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

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





                                       23
<PAGE>   29

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

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

         7.      RETURN OF AIRCRAFT.

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

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

         (b)     CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





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

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

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





                                       26
<PAGE>   32

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

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

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

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

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

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





                                       27
<PAGE>   33

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

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

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

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

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





                                       28
<PAGE>   34

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

         9.      OWNERSHIP; RIGHTS OF THE SUBLESSEE.

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

         10.     LIENS.

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

         11.     TAXES.

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





                                       29
<PAGE>   35

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

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

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





                                       30
<PAGE>   36

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

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

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





                                       31
<PAGE>   37

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

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

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





                                       32
<PAGE>   38

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

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

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

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

         13.     INSPECTION.

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





                                       33
<PAGE>   39

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

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

         14.     LOSS OR DESTRUCTION; REQUISITION OF USE.

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

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





                                       34
<PAGE>   40

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

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

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





                                       35
<PAGE>   41

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

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

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

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

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





                                       36
<PAGE>   42

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

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

         15.     INSURANCE.

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

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





                                       37
<PAGE>   43

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

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

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





                                       38
<PAGE>   44

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

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

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

         16.     SUB-SUBLEASE; POSSESSION.

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

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





                                       39
<PAGE>   45

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

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

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

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

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

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





                                       40
<PAGE>   46

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

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

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

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N630AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

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

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





                                       41
<PAGE>   47

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

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

         17.     EVENTS OF DEFAULT.

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

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

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

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

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

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

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





                                       42
<PAGE>   48

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

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

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

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

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

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

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

         18.     REMEDIES.

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





                                       43
<PAGE>   49

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

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

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

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





                                       44
<PAGE>   50

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

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

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





                                       45
<PAGE>   51

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

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

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

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

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

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





                                       46
<PAGE>   52

         19.      [  *  ] INDEMNITY.

         (a)     INDEMNITY.  [  *  ]





 [  *  ]





         (b)     EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


 [  *  ]





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

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

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





                                       48
<PAGE>   54

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

         20.     PURCHASE OPTIONS.

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

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

         21.     NOTICES.

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





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


         22.     SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

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

         23.     ACKNOWLEDGEMENT OF ASSIGNMENT.

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





                                       50
<PAGE>   56

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

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

         24.     MISCELLANEOUS.

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

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

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

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

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





                                       51
<PAGE>   57

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

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

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

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

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

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





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

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

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

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

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





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N630AS].


                                        ANTOINE FINANCE CORPORATION,
                                         Sublessor

                                        By /s/ Kim E.  Lutthans

                                        Title: Vice President

                                        ATLANTIC SOUTHEAST AIRLINES, INC.,
                                         Sublessee

                                        By______________________________________

                                        Title:__________________________________


[This is the Original counterpart for chattel paper purposes.]
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N630AS].


                                    ANTOINE FINANCE CORPORATION,
                                     Sublessor

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

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

                                    ATLANTIC SOUTHEAST AIRLINES, INC.,
                                     Sublessee

                                    By /s/ Ronald V.  Sapp
                                       ------------------------------------

                                    Title: Vice President-Finance and Treasurer


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





                                       55
<PAGE>   61

                                                                       EXHIBIT A
                                                                     to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N630AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                         SUBLEASE SUPPLEMENT [N630AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N630AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

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

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

         1.  THE AIRCRAFT.

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

         2.  SUBLESSEE'S REPRESENTATIONS.

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

         3.      MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

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


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N630AS].

                                        ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                Sublessee


                                        By
                                          -------------------------------------
                                        Title:
                                              ---------------------------------

                                        ANTOINE FINANCE CORPORATION,
                                                Sublessor


                                        By
                                          -------------------------------------
                                        Title:
                                              ---------------------------------


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

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N630AS and manufacturer's
serial no. 336, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127021 and 127019, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930311 and 930310, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N630AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


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


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

                              [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section  3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section  3(h)
of the Sublease Agreement.
<PAGE>   66

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-1
<PAGE>   67

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-2
<PAGE>   68

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-3
<PAGE>   69

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-4
<PAGE>   70


N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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

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





                                       C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


                 LESSOR:


                                        Wire transfer of immediately available 
                                        funds to First Security Bank of Utah, 
                                        N.A., 79 South Main Street, Salt Lake 
                                        City, Utah 84111, Attn: Corporate Trust
                                        Department, ABA #124-0000-12, account 
                                        no. 051-0922115.  Re:  ATR-ASA (1995).


                 OWNER PARTICIPANT:

                                        Wire transfer of immediately available
                                        funds to First Union National
                                        Bank of North Carolina, 301
                                        S. College Street, 20th
                                        Floor, One First Union
                                        Center, Charlotte, NC
                                        28202-0738, Attn: Pat Parr,
                                        ABA # 053000219, account no.
                                        20 704 825 41513, Re: ATR
                                        N630AS.


                 LOAN TRUSTEE:

                                        Wire transfer of immediately available
                                        funds to Shawmut Bank
                                        Connecticut, National
                                        Association, 777 Main Street,
                                        Hartford, CT  06115, Attn:
                                        Corporate Trust
                                        Administration, ABA
                                        #______________, account no.
                                        ___________, Re: ATR N630AS.





                                      66
<PAGE>   72

                 LOAN PARTICIPANT:

                                        Wire transfer of immediately available
                                        funds to______________________________
                                        ______________________________________
                                        ______________________________________
                                        ______________________________________.


                 SUBLESSOR:

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





                                      67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N630AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N630AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N630AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

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

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

                 1.  THE AIRCRAFT.

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

                 2.  SUBLESSEE'S REPRESENTATIONS.

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

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N630AS].

                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                       Sublessee
                                 
                                 By /s/ Ronald V.  Sapp
                                    ----------------------------------------
                                 Title: Vice President-Finance and Treasurer   
                                        ------------------------------------
                                 
                                 
                                 
                                 ANTOINE FINANCE CORPORATION,
                                       Sublessor
                                 
                                 By /s/ Kim E. Lutthans
                                    ----------------------------------------
                                 Title: Vice President
                                        ------------------------------------
                                 

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

                                                                            [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N630AS and manufacturer's
serial no. 336, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127021 and 127019, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930311 and 930310, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   76

[N630AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


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

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

                                                   [See attached table]





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section  3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section  3(h) of the Sublease Agreement.
<PAGE>   78

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-1
<PAGE>   79

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-2
<PAGE>   80

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                       C-3
<PAGE>   81

N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]

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





                                     C-4
<PAGE>   82


N630AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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

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





                                       C-5
<PAGE>   83


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




                   SUBLEASE TAX INDEMNITY AGREEMENT [N630AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
[  *  ]
<PAGE>   85


         This Sublease Tax Indemnity Agreement [N630AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N630AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

         [  *  ]
<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N630AS].


                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                  (Sublessee)
                                 
                                 By /s/ Ronald V.  Sapp
                                   -----------------------------------------
                                 Title: Vice President-Finance and Treasurer
                                        ------------------------------------
                                 
                                 
                                 ANTOINE FINANCE CORPORATION
                                  (Sublessor)
                                 
                                 By /s/ Kim E.  Lutthans
                                   -----------------------------------------
                                 Title: Vice President
                                        ------------------------------------
<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


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

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N630AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

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

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section  20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.
<PAGE>   88



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

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

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

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

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





                                       2
<PAGE>   89




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

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


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



                                        AVIONS DE TRANSPORT REGIONAL,
                                        a Groupement d'Interet Economique


                                        By: Joel Le Breton
                                            ------------------------------
                                        Title: Attorney-in-Fact
                                               ---------------------------

                                        FIRST SECURITY BANK OF UTAH, N.A.


                                        By: /s/ Nancy M. Dahl
                                            ------------------------------
                                        Title: Assistant Vice President
                                               ---------------------------

                                        FIRST UNION COMMERCIAL CORPORATION


                                        By: /s/ Michael L. Taylor
                                            ------------------------------
                                        Title: Vice President
                                               ---------------------------




                                       3
<PAGE>   90



                                        SHAWMUT BANK CONNECTICUT,
                                        NATIONAL ASSOCIATION


                                        By: /s/ Steven Cimalore
                                           -------------------------
                                        Title: Vice President
                                               ---------------------

                                        NEWCOURT CREDIT GROUP, INC.


                                        By: /s/ Frank J. Raponi
                                            ------------------------
                                        Title: Vice President
                                               ---------------------




                                       4

<PAGE>   1





                                 EXHIBIT 10(e)

               Confidential treatment has been applied for with
               respect to certain provisions of this Exhibit, which
               provisions have been omitted from this Exhibit,
               marked with an asterisk (*) and filed separately with
               the SEC.
<PAGE>   2

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

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





                          SUBLEASE AGREEMENT [N631AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





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





                                       2
<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                    <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE                                         10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28


</TABLE>



                                       i
<PAGE>   4





<TABLE>
<S>                                                                                                                    <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
         INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42


</TABLE>



                                       ii
<PAGE>   5



<TABLE>
<S>                                                                                                                    <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.       [  *  ] INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52

</TABLE>

Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N631AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


          1.     DEFINITIONS; USAGE.

          (a)    DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section  4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person. For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).





<PAGE>   7
         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section  3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section  3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section  18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

         [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section  12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section  17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm's-length
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section  7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section  18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section  18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section  7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section  18(a)(iii) such shall
be made based on the actual condition of such property). If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section  18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section  5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

         Improvement: defined in Section  12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


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

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

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

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

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

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

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

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

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

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

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





                                       5
<PAGE>   11

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

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

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


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

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

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





                                       6
<PAGE>   12





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

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

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

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

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

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

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

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

         Permitted Lien: a Lien permitted under Section  10.

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





                                       7
<PAGE>   13

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

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

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

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

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

         Removable Improvements: defined in Section  12(e).

         Renewal Term: defined in Section  3(h).

         Rent: Basic Rent and Supplemental Rent.

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

         Replacement Parts: defined in Section  12(d).

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

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





                                       8
<PAGE>   14


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

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

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

          [  *  ]

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

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

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section  3(c).

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

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

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

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

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





                                       9
<PAGE>   15

          2.     AGREEMENT TO SUBLEASE AIRCRAFT.

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

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

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

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

          (c)    SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

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

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

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

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

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





                                       10
<PAGE>   16

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

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

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

          [  *  ]





                                       11
<PAGE>   17

[  *  ]





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

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

          4.     NET SUBLEASE.

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





                                       12
<PAGE>   18

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

          5.     REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

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

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





                                       13
<PAGE>   19

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

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

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

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

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

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





                                       14
<PAGE>   20

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

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

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

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

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

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

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

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





                                       15
<PAGE>   21

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

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

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

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

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

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

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

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





                                       16
<PAGE>   22
                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

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

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

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

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

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





                                       17
<PAGE>   23

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

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

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

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

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

         (5)     Compliance with ERISA.

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

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





                                       18
<PAGE>   24

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

          (c)    SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

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

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

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

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

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





                                       19
<PAGE>   25

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

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

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

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

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

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

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

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





                                       20
<PAGE>   26

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

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

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

          6.     CONDITIONS PRECEDENT.

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

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

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

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





                                       21
<PAGE>   27
         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

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

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

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

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

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

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

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28





         (f)     the Nondisturbance Agreement.

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

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

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

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

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

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

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

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





                                       23
<PAGE>   29





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

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

          7.     RETURN OF AIRCRAFT.

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

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

          (b)    CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





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

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

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





                                       26
<PAGE>   32

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

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

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

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

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

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





                                       27
<PAGE>   33

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

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

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

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

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





                                       28
<PAGE>   34

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

          9.     OWNERSHIP; RIGHTS OF THE SUBLESSEE.

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

         10.    LIENS.

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

          11.    TAXES.

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





                                       29
<PAGE>   35

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

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

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





                                      30
<PAGE>   36

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

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

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





                                      31
<PAGE>   37

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

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

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





                                       32
<PAGE>   38

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

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

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

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

          13.    INSPECTION.

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





                                       33
<PAGE>   39

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

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

          14.    LOSS OR DESTRUCTION; REQUISITION OF USE.

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

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





                                       34
<PAGE>   40

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

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

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





                                       35
<PAGE>   41

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

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

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

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

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





                                       36
<PAGE>   42

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

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

          15.    INSURANCE.

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

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





                                       37
<PAGE>   43

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

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

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





                                       38
<PAGE>   44

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

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

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

          16.    SUB-SUBLEASE; POSSESSION.

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

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





                                       39
<PAGE>   45

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

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

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

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

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

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





                                       40
<PAGE>   46





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

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

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

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N631AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

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

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





                                       41
<PAGE>   47





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

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

          17.    EVENTS OF DEFAULT.

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

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

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

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

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

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

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





                                       42
<PAGE>   48

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

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

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

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

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

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

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

          18.    REMEDIES.

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





                                       43
<PAGE>   49

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

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

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

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





                                       44
<PAGE>   50

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

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

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





                                       45
<PAGE>   51





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

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

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

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

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

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





                                       46
<PAGE>   52





          19.     [  *  ] INDEMNITY.

          (a)    INDEMNITY.  [  *  ]





 [  *  ]





          (b)    EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


 [  *  ]





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

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

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





                                       48
<PAGE>   54

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

          20.    PURCHASE OPTIONS.

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

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

          21.    NOTICES.

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





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


          22.    SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

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

          23.    ACKNOWLEDGEMENT OF ASSIGNMENT.

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





                                       50
<PAGE>   56

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

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

          24.    MISCELLANEOUS.

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

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

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

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

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





                                       51
<PAGE>   57

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

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

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

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

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

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





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

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

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

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

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





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N631AS].


                                         ANTOINE FINANCE CORPORATION,
                                           Sublessor
                                         
                                         By /s/ Kim E.  Lutthans               
                                           -----------------------------------
                                         
                                         Title: Vice President               
                                               -------------------------------
                                         
                                         ATLANTIC SOUTHEAST AIRLINES, INC.,
                                           Sublessee
                                         
                                         By                                   
                                           -----------------------------------
                                         
                                         Title:                               
                                               -------------------------------
                                         

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





                                       54
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N631AS].


                                    ANTOINE FINANCE CORPORATION,
                                      Sublessor
                                    
                                    By                                      
                                      --------------------------------------
                                    
                                    Title:                                  
                                          ----------------------------------
                                    
                                    ATLANTIC SOUTHEAST AIRLINES, INC.,
                                      Sublessee
                                    
                                    By /s/ Ronald V.  Sapp                  
                                      --------------------------------------
                                    
                                    Title: Vice President-Finance and Treasurer
                                          ----------------------------------
                                       

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





                                       55
<PAGE>   61

                                                                      EXHIBIT A 
                                                                    to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N631AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                         SUBLEASE SUPPLEMENT [N631AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N631AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

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

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

         1.  THE AIRCRAFT.

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

         2.  SUBLESSEE'S REPRESENTATIONS.

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

         3.      MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

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


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N631AS].

                                  ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                   Sublessee
                                  
                                  
                                  By
                                   --------------------------------------------
                                  
                                  Title:                                       
                                        ---------------------------------------
                                  
                                  
                                  ANTOINE FINANCE CORPORATION,
                                                   Sublessor
                                  
                                  
                                  By
                                                                               
                                   --------------------------------------------
                                  
                                  Title:                                       
                                        ---------------------------------------
                                  


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

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N631AS and manufacturer's
serial no. 362, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127033 and 127031, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930413 and 930513, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N631AS]                                                              EXHIBIT B
                                                         to Sublease Supplement


                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


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


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

                              [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section  3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section  3(h)
of the Sublease Agreement.
<PAGE>   66

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-1
<PAGE>   67


N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement
                             STIPULATED LOSS VALUE

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

              Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-2
<PAGE>   68

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-3
<PAGE>   69

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-4
<PAGE>   70

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

<TABLE>
<CAPTION>
              Basic Rent Date                                    Stipulated Loss Value [*ENTIRE COLUMN]
              ---------------                                    --------------------------------------
                 <S>                                             <C>
                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010
</TABLE>

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





                                      C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


                 LESSOR:


                                       Wire transfer of immediately available
                                       funds to First Security Bank of Utah,
                                       N.A., 79 South Main Street, Salt Lake
                                       City, Utah 84111, Attn: Corporate Trust
                                       Department, ABA #124-0000-12, account
                                       no.  051-0922115.  Re:  ATR-ASA (1995).


                 OWNER PARTICIPANT:

                                       Wire transfer of immediately available
                                       funds to First Union National Bank of
                                       North Carolina, 301 S. College Street,
                                       20th Floor, One First Union Center,
                                       Charlotte, NC 28202- 0738, Attn: Pat
                                       Parr, ABA # 053000219, account no. 20
                                       704 825 41513, Re: ATR N631AS.
                 

                 LOAN TRUSTEE:

                                       Wire transfer of immediately available
                                       funds to Shawmut Bank Connecticut,
                                       National Association, 777 Main Street,
                                       Hartford, CT 06115, Attn: Corporate
                                       Trust Administration, ABA
                                       #______________, account no.
                                       ___________, Re: ATR N631AS.



                                      66
<PAGE>   72


                 LOAN PARTICIPANT:

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

                 SUBLESSOR:

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




                                      67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N631AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N631AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N631AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

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

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

                 1.  THE AIRCRAFT.

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

                 2.  SUBLESSEE'S REPRESENTATIONS.

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

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N631AS].

                                   ATLANTIC SOUTHEAST AIRLINES, INC.,
                                           Sublessee
                                   
                                   By /s/ Ronald V.  Sapp                      
                                      -----------------------------------------
                                                                             
                                     
                                   Title: Vice President-Finance and Treasurer  
                                         -------------------------------------
                                   
                                   
                                   
                                   ANTOINE FINANCE CORPORATION,
                                           Sublessor
                                   
                                   By /s/ Kim E.  Lutthans                     
                                      -----------------------------------------
                                                                           
                                     
                                   Title: Vice President                      
                                         -------------------------------------
                                           


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

                                                       [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N631AS and manufacturer's
serial no. 362, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127033 and 127031, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930413 and 930513, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   76

[N631AS]
                                                                       EXHIBIT B
                                                          to Sublease Supplement


                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


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

<TABLE>
<CAPTION>
                   Basic Rent Date                                  Stipulated Loss Value*
                   ---------------                                  ----------------------
                   <S>                                              <C>
                                                                    [See attached table]
</TABLE>





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section  3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section  3(h) of the Sublease Agreement.
<PAGE>   78

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-1
<PAGE>   79


N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement
                             STIPULATED LOSS VALUE

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

               Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-2
<PAGE>   80

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-3
<PAGE>   81

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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





                                      C-4
<PAGE>   82

N631AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

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

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

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

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





                                      C-5
<PAGE>   83


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





                   SUBLEASE TAX INDEMNITY AGREEMENT [N631AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84

                               TABLE OF CONTENTS

                                                                            Page
[  *  ]                                                                     ----
<PAGE>   85


         This Sublease Tax Indemnity Agreement [N631AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N631AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:


         [  *  ]
<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N631AS].


                                  ATLANTIC SOUTHEAST AIRLINES, INC.,
                                    (Sublessee)
                                  
                                  By /s/ Ronald V.  Sapp                       
                                    ------------------------------------------
                                  
                                  Title: Vice President-Finance and Treasurer   
                                        --------------------------------------
                                  
                                  
                                  
                                  ANTOINE FINANCE CORPORATION
                                    (Sublessor)
                                  
                                  By /s/ Kim E.  Lutthans                     
                                    ------------------------------------------
                                  
                                  Title: Vice President                       
                                        --------------------------------------
<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


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

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N631AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

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

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section  20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.
<PAGE>   88



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

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

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

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

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





                                       2
<PAGE>   89




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

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


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



                               AVIONS DE TRANSPORT REGIONAL,
                               a Groupement d'Interet Economique
                               
                               
                               By: Joel Le Breton                       
                                  -----------------------------------
                               Title: Attorney-in-Fact                
                                     --------------------------------
                               
                               
                               FIRST SECURITY BANK OF UTAH, N.A.
                               
                               
                               By: /s/ Nancy M. Dahl                     
                                  -----------------------------------
                               Title: Assistant Vice President        
                                     --------------------------------
                               
                               
                               FIRST UNION COMMERCIAL CORPORATION
                               
                               
                               By: /s/ Michael L. Taylor               
                                  -----------------------------------
                               Title: Vice President                        
                                     --------------------------------





                                       3
<PAGE>   90



                                SHAWMUT BANK CONNECTICUT,
                                NATIONAL ASSOCIATION
                                
                                
                                By: /s/ Steven Cimalore                
                                   -----------------------------------
                                Title: Vice President                     
                                      --------------------------------
                                
                                
                                NEWCOURT CREDIT GROUP, INC.
                                
                                
                                By: /s/ Frank J.  Raponi              
                                   -----------------------------------
                                Title: Vice President                    
                                      --------------------------------





                                       4

<PAGE>   1

                                EXHIBIT 10(f)

             Confidential treatment has been applied for with
             respect to certain provisions of this Exhibit, which
             provisions have been omitted from this Exhibit, marked
             with an asterisk (*) and filed separately with the SEC.
<PAGE>   2

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

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





                         SUBLEASE AGREEMENT [N632AS]



                          dated as of June 22, 1995


                                   between


                         ANTOINE FINANCE CORPORATION,
                                  Sublessor


                                     and


                      ATLANTIC SOUTHEAST AIRLINES, INC.,
                                  Sublessee


                          _________________________

                           One ATR-72-212 Aircraft





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




<PAGE>   3


                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>      <C>                                                                                                           <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
          (a)       DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
          (b)       USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9

2.        AGREEMENT TO SUBLEASE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10

3.        TERM AND RENT; [  *  ]; RENEWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10
          (a)       TERM  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10
          (b)       BASIC RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10
          (c)       SUPPLEMENTAL RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10
          (d)       ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE . . . . . . . . . . . . . . .        10
          (e)       PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        11
          (f)        [  *  ]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        11
          (g)       RENEWAL OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        12

4.        NET SUBLEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        12

5.        REPRESENTATIONS, WARRANTIES, AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13
          (a)       SUBLESSEE'S REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . .        13
          (b)       SUBLESSEE'S AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        16
          (c)       SUBLESSOR'S REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . .        19
          (d)       SUBLESSOR'S AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20

6.        CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        21

7.        RETURN OF AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
          (a)       TIME AND PLACE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
          (b)       CONDITION OF THE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
          (c)       RETURN OF REPLACEMENT ENGINES OR PROPELLERS . . . . . . . . . . . . . . . . . . . . . . . .        26
          (d)       AIRWORTHINESS DIRECTIVES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        26
          (e)       DEFERRED MAINTENANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        27
          (f)       CORROSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        27
          (g)       AIRCRAFT PHYSICAL CONDITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        27
          (h)       MANUALS; ACCESSORIES; STORAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        27
          (i)       OPTION TO BUY REMOVABLE IMPROVEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . .        28
          (j)       AID IN DISPOSITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        28

8.        DISCLAIMER OF WARRANTIES, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        28
</TABLE>





                                       i
<PAGE>   4

<TABLE>
<S>       <C>                                                                                                          <C>
9.        OWNERSHIP; RIGHTS OF THE SUBLESSEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        29

10.       LIENS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        29

11.       TAXES       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        29

12.       REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
          REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
          INSIGNIA    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30
          (a)       REGISTRATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30
          (b)       MAINTENANCE; RECORDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30
          (c)       COMPLIANCE AND USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31
          (d)       REPLACEMENT PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31
          (e)       IMPROVEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        32
          (f)       POOLING OF PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        33
          (g)       INSIGNIA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        33

13.       INSPECTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        33

14.       LOSS OR DESTRUCTION; REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        34
          (a)       EVENT OF LOSS TO THE AIRFRAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        34
          (b)       EVENT OF LOSS TO AN ENGINE OR PROPELLER . . . . . . . . . . . . . . . . . . . . . . . . . .        34
          (c)       RISK OF LOSS; NO RELEASE OF OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .        35
          (d)       REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        36
          (e)       APPLICATION OF PROCEEDS FOR EVENTS OF LOSS  . . . . . . . . . . . . . . . . . . . . . . . .        36
          (f)       PAYMENTS DURING DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37

15.       INSURANCE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
          (a)       LIABILITY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
          (b)       CASUALTY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37
          (c)       ENDORSEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        38
          (d)       REPORTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        38
          (e)       OTHER INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
          (f)       INDEMNIFICATION BY UNITED STATES GOVERNMENT . . . . . . . . . . . . . . . . . . . . . . . .        39

16.       SUB-SUBLEASE; POSSESSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
          (a)       SUB-SUBLEASE, POOLING, ETC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
          (b)       SUB-SUBLEASE CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        41
          (c)       SUBLESSOR WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        42

17.       EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        42

18.       REMEDIES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        44
</TABLE>





                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                                                    <C>
          (a)       GENERALLY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        44
          (b)       SUBLESSEE WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        46
          (c)       REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        46

19.        [  *  ] INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        47
          (a)       INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        47
          (b)       EXCLUSIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        47
          (c)       REPORTING; DEFENSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        48
          (d)       PRIMARY LIABILITY; SUBROGATION; SURVIVAL  . . . . . . . . . . . . . . . . . . . . . . . . .        48
          (e)       COMPUTATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        48
          (f)       ATR OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49

20.       PURCHASE OPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49
          (a)       PURCHASE OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49
          (b)       PURCHASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49

21.       NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49

22.       SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50

23.       ACKNOWLEDGEMENT OF ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        50

24.       MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (a)       AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (b)       SURVIVAL OF AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (c)       SEVERABILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (d)       ENTIRE AGREEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (e)       COUNTERPARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        51
          (f)       FURTHER ASSURANCES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
          (g)       RIGHT TO PERFORM FOR SUBLESSEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
          (h)       GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
          (i)       HEADINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
          (j)       SECTION 1110 COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52
          (k)       TRANSACTION EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values
</TABLE>





                                      iii
<PAGE>   6
                          SUBLEASE AGREEMENT [N632AS]


                    This Agreement is entered into as of June 22, 1995 by
Antoine Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines,
Inc. (the "Sublessee").


           1.       DEFINITIONS; USAGE.

           (a)      DEFINITIONS. The following terms, when capitalized as
below, have the following meanings:

          Abatements: defined in Section 4.

          Additional Insureds: the Sublessor, the Lessor, First Security Bank
of Utah, N.A. in its individual capacity, the Owner Participant, the Loan
Trustee, Shawmut Bank Connecticut, National Association in its individual
capacity, each Loan Participant, ATR, and their successors and assigns, and the
directors, officers, members, employees, and agents of each of the foregoing,
excluding, however, ATR or the Sublessor for claims arising from manufacturer
product liability claims.

          Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person. For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

          After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

          Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

          Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

          Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).





<PAGE>   7

          Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

          ATR: Avions de Transport Regional, a "groupement d'interet
economique" formed under the laws of France.

          Basic Rent: defined in Section 3(b) (as adjusted pursuant to Section
3(d)).

          Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

          Basic Term: defined in Section 3(a).

          Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

          Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

          Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

          Code: the Internal Revenue Code of 1986, as amended from time to
time, or any similar legislation of the United States enacted to supersede,
amend, or supplement such Code (and any reference to a provision of the Code
shall refer to any successor provision(s), however designated).

          Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

          Default: (a) an event or condition that, after the giving of notice
or lapse of time, or both, would mature into an Event of Default, or (b) an
Event of Default.

          Default Payment Date: defined in Section 18(a)(iii).





                                       2
<PAGE>   8

          DOT: the U.S. Department of Transportation or any successor thereto.

           [  *  ]

          Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section 12(d)).

          Equipment Schedule: Exhibit A to the Sublease Supplement.

          ERISA: the Employee Retirement Income Security Act of 1974, as
amended.

          Event of Default: defined in Section 17.

          Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

          Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


          FAA: the Federal Aviation Administration or any successor thereto.

          FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

          Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section 7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section 18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section 18, shall be determined by the Sublessor) at the Sublessee's expense.

          Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section 7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section 18(a)(iii) such shall
be made based on the actual condition of such property). If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section 18,
shall be determined by the Sublessor) at the Sublessee's expense.

          Federal Aviation Act: the Federal Aviation Act of 1958, as amended,
or its successor.

          GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section 5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

          Improvement: defined in Section 12(e).

          incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

          Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

          Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


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

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

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

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

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

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

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

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

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

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

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





                                       5
<PAGE>   11

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

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

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


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

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

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





                                       6
<PAGE>   12

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

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

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

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

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

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

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

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

          Permitted Lien: a Lien permitted under Section 10.

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





                                       7
<PAGE>   13

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

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

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

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

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

          Removable Improvements: defined in Section 12(e).

          Renewal Term: defined in Section 3(h).

          Rent: Basic Rent and Supplemental Rent.

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

          Replacement Parts: defined in Section 12(d).

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

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





                                       8
<PAGE>   14


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

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

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

           [  *  ]

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

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

          Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

          Supplemental Rent: defined in Section 3(c).

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

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

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

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

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





                                       9
<PAGE>   15

           2.       AGREEMENT TO SUBLEASE AIRCRAFT.

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

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

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

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

           (c)      SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

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

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

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

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

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





                                       10
<PAGE>   16

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

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

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

           [  *  ]





                                       11
<PAGE>   17

[  *  ]





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

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

           4.       NET SUBLEASE.

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





                                       12
<PAGE>   18

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

           5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

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

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





                                      13
<PAGE>   19

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

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

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

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

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

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





                                      14
<PAGE>   20

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

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

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

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

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

          (11)      UCC Location. The Sublessee's chief executive office and
chief place of business (for purposes of Article 9 of the Uniform Commercial
Code) is located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton
County), Georgia 30354-1356.

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

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





                                      15
<PAGE>   21

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

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

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

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

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

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

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

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





                                      16
<PAGE>   22





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

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

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

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

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

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





                                      17
<PAGE>   23

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

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

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

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

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

          (5)       Compliance with ERISA.

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

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





                                      18
<PAGE>   24

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

           (c)      SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

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

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

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

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

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





                                      19
<PAGE>   25

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

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

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

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

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

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

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

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





                                      20
<PAGE>   26

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

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

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

           6.       CONDITIONS PRECEDENT.

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

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

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

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





                                      21
<PAGE>   27

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

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

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

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

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

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

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

          (a)       this Sublease Agreement,

          (b)       the Sublease Supplement,

          (c)        [  *  ],

          (d)       the Sublease Tax Indemnity Agreement,

          (e)       the Purchase Agreement Assignment, and





                                      22
<PAGE>   28

          (f)       the Nondisturbance Agreement.

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

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

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

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

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

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

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

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





                                      23
<PAGE>   29

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

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

           7.       RETURN OF AIRCRAFT.

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

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

           (b)      CONDITION OF THE AIRCRAFT. [  *  ]





                                      24
<PAGE>   30

 [  *  ]





                                      25
<PAGE>   31

 [  *  ]





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

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

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





                                      26
<PAGE>   32

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

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

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

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

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

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





                                      27
<PAGE>   33

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

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

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

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

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





                                      28
<PAGE>   34

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

           9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE.

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

           10.      LIENS.

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

           11.      TAXES.

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





                                      29
<PAGE>   35

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

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

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





                                      30
<PAGE>   36

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

           (c)      COMPLIANCE AND USE.  The Sublessee shall not permit any
Item to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

           (d)      REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section 12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section 12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                      31
<PAGE>   37

           (e)      IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

          Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section 12(a), (b), or (c), or the first sentence of this Section 12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

          The Sublessor represents and warrants to Sublessee that, in the
Lease, the Lessor has agreed as follows:  If any Removable Improvement is owned
by any third party or is subject to a conditional sales contract or other
security interest, then the Lessor agrees for the benefit of any such owner,
conditional vendor, or secured party that the Lessor will not acquire or claim,
as against such owner, conditional vendor, or secured party, any right, title,
or interest in any such Removable Improvement as the result of its installation
on the Airframe, an Engine, or a Propeller; provided, that the Lessor's
agreements in this sentence shall be ineffective unless such owner, conditional
vendor, or secured party agrees in writing and in a legally enforceable manner
(i) not to acquire or claim, as against the Lessor, any right, title, or
interest in the Airframe, any Engine, or any Propeller by reason of the
installation of such Removable Improvement thereon, and (ii) promptly, after
notice, to remove such Removable Improvement if the Lessor declares the Lease
to be in default.





                                      32
<PAGE>   38

           (f)      POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section 12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section 12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section 12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section 12(d).

           (g)      INSIGNIA.  The Sublessee shall (i) cause each Item to be
kept numbered with the identification or serial numbers therefor as specified
in the Equipment Schedule, and (ii) as promptly as practicable (and in any
event within 30 days after the Closing Date), affix and maintain in the
Airframe adjacent to and not less prominent than the airworthiness certificate,
and on each Engine in a prominent location, a durable nameplate bearing the
following legend:

          This Aircraft is subject to a security interest in favor of Shawmut
          Bank Connecticut, National Association (as loan trustee) and is
          leased from First Security Bank of Utah, N.A. (as owner trustee).
          This Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section 12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section 12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

           13.      INSPECTION.

          At all reasonable times during the Term the Sublessor, the Lessor,
the Owner Participant, the Loan Trustee, or any Loan Participant (and any agent
or authorized representative of the foregoing) may, at its own expense (or at
the Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                      33
<PAGE>   39

with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

          Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

           14.      LOSS OR DESTRUCTION; REQUISITION OF USE.

           (a)      EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs
to the Airframe, the Sublessee shall within 15 days after such occurrence give
to the Sublessor, the Lessor, and the Loan Trustee written notice of such Event
of Loss.  Within 31 days after that Event of Loss occurs (or, if earlier,
within five days after the receipt of insurance proceeds for that Event of
Loss), the Sublessee shall pay or cause to be paid (including via payment of
insurance proceeds) to the Sublessor or its assignee, on a Rent Payment Date,
an amount equal to (x) the Stipulated Loss Value of the Aircraft, determined as
of the Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"),
plus (y) all other amounts of Rent due on or before the SLV Date and any
reasonable expenses and costs incurred in connection with such Event of Loss by
the Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

           (b)      EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of
Loss occurs to any Engine or Propeller under circumstances in which no Event of
Loss occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section 10(i) and (iii)).  At the time of any such conveyance, the
Sublessee shall, at its expense: (i) furnish the Lessor with a bill of sale, in
form and substance reasonably satisfactory to the Lessor, for such Replacement
Engine or Replacement Propeller, (ii) cause supplements hereto, to the Lease,
and to the Mortgage, in form and substance reasonably satisfactory to the
Sublessor, the Lessor, and the Loan Trustee, for such Replacement Engine or
Replacement Propeller, to be duly executed by the appropriate parties and
recorded pursuant to the Federal Aviation Act, (iii) execute and, if necessary,
file such documents as the Lessor or the Sublessor reasonably requests to
confirm the Lessor's ownership of, and title, to such Replacement





                                      34
<PAGE>   40

Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section 14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section 10(i) and (iii)),
leased hereunder, and subjected to the Lien of the Mortgage to the same extent
as the Engine or Propeller replaced thereby.

          Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section 14(b) shall result in any reduction
in Basic Rent.

           (c)      RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee
hereby assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section 14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                      35
<PAGE>   41

           (d)      REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section 3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

           (e)      APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                    (i)      if such payments are received as a result of an
          Event of Loss to the Airframe (and any Engine or Propeller then
          installed thereon), (aa) so much of such payments as shall not exceed
          the Stipulated Loss Value for the Aircraft shall be applied in
          reduction of the Sublessee's obligation to pay such Stipulated Loss
          Value if not already paid by the Sublessee, or, if already paid by
          the Sublessee, shall be applied by the Sublessor (or its assignee) to
          reimburse the Sublessee for its payment of such Stipulated Loss
          Value, and (bb) the balance, if any, of such payments remaining
          thereafter shall be paid over to, or retained by, the Sublessee; and

                    (ii) if such payments are received as the result of an
          Event of Loss to an Engine or Propeller under the circumstances
          contemplated by Section 14(b), such payments shall be paid over to,
          or retained by, the Sublessor (or its assignee) in the same manner as
          Rent under Section 3(f); and if and when the Sublessee shall have
          fully performed the terms of Section 14(b) with respect to the Event
          of Loss for which such payments are made (including completing the
          replacement being made), such payments shall be paid over to, or
          retained by, the Sublessee.

          If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                      36
<PAGE>   42

selected by the Sublessee.  All profits and losses on such investments and any
taxes in respect thereof shall be for the account of the Sublessee. In order to
make the payments to the Sublessee provided for in clause (ii) of this Section
14(e) or in Section 15(c), the Sublessor, the Lessor, and the Loan Trustee
are authorized to sell any obligations so purchased, and shall not be required
to make such payments to the Sublessee until the Sublessor, the Lessor, or the
Loan Trustee (as the case may be) has had a reasonable time to sell such
obligations and to obtain the sale proceeds.

           (f)      PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section 14 to the contrary, any amount referred to in this Section 14 which
is otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

           15.      INSURANCE.

           (a)      LIABILITY INSURANCE.  The Sublessee shall maintain (or
cause a Permitted Sub-Sublessee to maintain) in effect, at all times during the
Term, with insurers of favorably recognized responsibility, comprehensive
aircraft and general liability insurance (including passenger legal liability
insurance and property damage insurance, and including war-risk and allied
perils coverage for operations described in the last sentence of Section
15(b)), for the Aircraft (i) in amounts which are not less than those
maintained at the time on similar aircraft, airframes, engines, and propellers
that then comprise the Sublessee's fleet, but in no event less than
$200,000,000 combined single limit, (ii) of the types usually carried by United
States air carriers engaged in the same or a similar business, simi larly
situated with the Sublessee and owning or operating similar aircraft,
airframes, engines, and propellers and which cover risks of the kind
customarily insured against by such air carriers.  The Sublessee may
self-insure, by way of deductible or premium adjustment provisions in insurance
policies or otherwise, the risks required to be insured against under this
Section 15(a), in any amounts not to exceed [  *  ] of the Sublessee's
tangible net worth per occurrence, and in any event not to exceed [  *  ] per
year for the Sublessee's entire fleet.

           (b)      CASUALTY INSURANCE.  The Sublessee shall maintain (or cause
a Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section 15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                      37
<PAGE>   43

Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section 21),
threatened area of hostility.

           (c)      ENDORSEMENTS.  Any policies of insurance carried in
accordance with this Section 15: (i) shall include the Additional Insureds as
their interests appear as additional insureds, (ii) with respect to insurance
carried in accordance with Section 15(b), shall be payable to the Loan Trustee
(for the account of all parties) and if no Default exists, shall be disbursed
to the Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section 12 or shall be disbursed as otherwise required
by this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub- sublessee, or any other Person except such
Additional Insured, (v) shall provide that the insurers shall waive any rights
of subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section 15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

           (d)      REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                      38
<PAGE>   44

covering the risks and in the amounts required by this Section 15
(specifically referring to this Section 15) are in full force and effect and
that, in the opinion of such broker, the insurance then carried and maintained
in respect of the Aircraft is adequate to protect the interests of each
Additional Insured and otherwise complies with the terms of this Section 15,
and including (i) confirmation that the insurance has been placed with
insurers, giving the name of each insurer, the amount for which it insures (and
any portion thereof which is subject to a deductible), and the period of the
policy, and (ii) confirmation that all premiums due to the insurers have been
paid.  Such report will provide that the broker will notify the Additional
Insureds in writing promptly of any defaults in the payment of any premium and
of any other act or omission on the part of the Sublessee or any sub-sublessee
or of any event of which such broker has knowledge which might invalidate or
render unenforceable, in whole or in part, any insurance for the Airframe, any
Engine, or any Propeller.

           (e)      OTHER INSURANCE.  If the Sublessee fails to maintain
insurance as required by the terms of this Section 15, any Additional Insured
may, after making a good faith attempt to give reasonable advance notice to the
Sublessee of such Additional Insured's intent to do so, provide such insurance
and, in such event, the Sublessee shall, upon demand, reimburse such Additional
Insured, as Supplemental Rent, for the cost thereof, without waiver of any
other rights such Additional Insured may have. Nothing in this Sublease shall
prohibit the Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or
any Loan Participant from insuring the Airframe, any Engine, or any Propeller
or its interest therein at its own expense in an amount in excess of that
required to be maintained by the Sublessee hereunder, provided that such excess
insurance in no way limits the availability of any insurance required to be
maintained by the Sublessee hereunder.

           (f)      INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor
and the other Additional Insureds shall accept, in lieu of insurance against
any risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

           16.      SUB-SUBLEASE; POSSESSION.

           (a)      SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not,
without the Sublessor's prior written consent, assign any of the Sublessee's
rights hereunder or sub-sublet or otherwise relinquish possession of the
Airframe, any Engine, or any Propeller, or permit any Engine or Propeller to be
installed on any airframe or engine other than the Airframe or an Engine,
provided that, so long as no Default exists at the beginning of such
sub-sublease, relinquishment, or installation, the Sublessee (or, if under a
sub-sublease with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but
only with respect to clauses (i) through (v) and (vii) of this Section 16(a))
may, without the Sublessor's prior written consent:

                    (i)      subject any Engine or Propeller to normal pooling
          arrangements customary in the United States airline industry and
          entered into in the ordinary course of its business





                                      39
<PAGE>   45

          with any Permitted Air Carrier, provided that no transfer of title to
          such Engine or Propeller is contemplated or required in connection
          therewith (but if the Lessor's title to any such Engine or Propeller
          is divested under any such arrangement, such divestiture shall be
          deemed to be an Event of Loss to such Engine or Propeller and the
          Sublessee (or such Permitted Sub- Sublessee) shall comply with
          Section 14(b) in respect thereof;

                    (ii) deliver possession of any Item to any qualified
          organization for testing, maintenance, or overhaul work or for
          Improvements to the extent required or permitted by Section 12;

                    (iii) install any Engine or Propeller on an airframe or
          engine owned by the Sublessee (or such Permitted Sub-Sublessee) free
          and clear of all Liens, except (aa) Permitted Liens, (bb) Liens that
          do not apply to such Engine or Propeller, (cc) the Lien of any
          agreement which effectively provides that such Engine or Propeller
          shall not become subject to the Lien thereof, notwithstanding the
          installation of such Engine or Propeller on any airframe or engine
          subject to the Lien of such agreement, unless and until the Sublessee
          (or such Permitted Sub-Sublessee) becomes the owner of such Engine or
          Propeller, and (dd) those created by the rights of other Permitted
          Air Carriers under normal interchange or pooling agreements which are
          customary in the United States airline industry and do not
          contemplate or require the transfer of title to such Engine or
          Propeller;

                    (iv) install any Engine or Propeller on an airframe or
          engine leased to the Sublessee (or such Permitted Sub-Sublessee) or
          owned by the Sublessee (or such Permitted Sub- Sublessee) subject to
          a conditional sale or other security agreement, so long as such
          Engine or Propeller does not become subject to a Lien (other than a
          Permitted Lien);

                    (v)      install any Engine or Propeller on an airframe or
          engine owned by the Sublessee (or such Permitted Sub-Sublessee),
          leased to the Sublessee (or such Permitted Sub-Sublessee), or owned
          by the Sublessee (or such Permitted Sub-Sublessee) subject to a
          conditional sale or other security agreement under circumstances
          where neither clause (iii) nor clause (iv) above applies (but such
          installation shall be deemed an Event of Loss to such Engine or
          Propeller and the Sublessee shall comply with Section 14(b) in
          respect thereof, the Sublessor and the Lessor not intending hereby to
          waive any right or interest it may have to or in such Engine or
          Propeller under applicable law until compliance by the Sublessee with
          Section 14(b));

                    (vi) with the Sublessor's prior written consent (which
          shall not be unreasonably withheld), sub- sublease the Aircraft to
          any Permitted Air Carrier which is not bankrupt or the subject of
          proceedings to declare it bankrupt or the subject of proceedings for
          reorganization pursuant to any existing or future bankruptcy laws
          (the Sublessee to deliver to the Sublessor at least 30 days' prior
          written notice of any proposed sub-sublease including a description
          thereof); or





                                      40
<PAGE>   46

                    (vii) transfer possession of any Item to the United States
          of America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub- sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section 20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

           (b)      SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                    Anything in this sub-sublease to the contrary
          notwithstanding, the sub-sublessee's rights hereunder to the
          possession, use, and enjoyment of the Aircraft in accordance with the
          terms hereof shall be subject to the June 22, 1995 Sublease Agreement
          [N632AS] (the "Primary Sublease") between Antoine Finance Corporation
          (the "Primary Sublessor") and Atlantic Southeast Airlines, Inc., and
          the sub-sublessee confirms and agrees that this sub-sublease is in
          all respects subject and junior to the Primary Sublease. Upon notice
          to the sub-sublessee hereunder by the Primary Sublessor or its
          assignee that an Event of Default (as defined in the Primary
          Sublease) exists, the Primary Sublessor or its assignee may require
          that all rentals and other sums due hereunder in respect of the
          Aircraft shall thereafter be paid directly to the Primary Sublessor
          or its assignee, and if the letting of the Aircraft to Atlantic
          Southeast Airlines, Inc. under the Primary Sublease terminates, the
          Primary Sublessor or its assignee, at its option, by written notice
          to the sub-sublessee after the date of such termination, may

                    (i)      require the sub-sublessee to enter into an
                    agreement, in form and substance reasonably satisfactory to
                    the Primary Sublessor or its assignee, attorning to and
                    recognizing the Primary Sublessor or its assignee as the
                    sub-sublessor hereunder and reconfirming all of the
                    obligations of the sub-sublessee hereunder, or

                    (ii) terminate this sub-sublease and require prompt
                    delivery by the sub-sublessee of the Aircraft to the
                    Primary Sublessor or its assignee, in accordance with the
                    provisions of Section ___ hereof.





                                       41
<PAGE>   47

                    Unless the sub-sublessee shall have received any such 
           written notice from the Primary Sublessor or its assignee requiring
           attornment or terminating this sub-sublease, the sub-sublessee shall
           be and remain fully obligated hereunder notwithstanding the
           continuance of any Event of Default under the Primary Sublease or
           any termination thereof.

           (c)      SUBLESSOR WAIVER.  The Sublessor hereby agrees (and
warrants that the Lessor has agreed in the Lease), for the benefit of each
lessor or secured party of any engine or propeller leased to the Sublessee (or
any Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted Sub-
Sublessee) subject to a conditional sale or other security agreement, that the
Sublessor and the Lessor shall not acquire or claim, as against such lessor or
secured party, any right, title, or interest in any engine or propeller as the
result of the installation of such engine or propeller on the Airframe or an
Engine at any time while such engine or propeller is subject to such lease or
conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

           17.      EVENTS OF DEFAULT.

          Each of the following shall continue an "Event of Default":

          (a)       Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

          (b)       Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section 15.

          (c)       Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section 16(a), or a violation of Section 5(b)(2) occurs.

          (d)       Sublessee Covenants.  The Sublessee fails to perform any
other covenant or agreement to be performed by it under the Operative
Documents, and such failure continues for 15 days after the Sublessee receives
written notice thereof.

          (e)       Sublessee Representations.  Any representation or warranty
of the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

          (f)       Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S.  Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                      42
<PAGE>   48

timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S. Bankruptcy Code.

          (g)       Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

          (h)       Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

          (i)       Judgments.  One or more judgment(s) is/are rendered by one
or more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

          (j)       ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section 4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section 4042 of ERISA, or
any proceeding shall be commenced under Section 4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

          (k)       Repudiation.  The Sublessee denies any further liability
under any Operative Document.

          (l)       Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

           18.      REMEDIES.

           (a)      GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section 17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                      43
<PAGE>   49

Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                    (i)      cancel (in the sense of UCC Section 2A-505(1))
          this Sublease or require the Sublessee, upon the Sublessor's demand
          (and at the Sublessee's cost and expense), to return promptly, and
          the Sublessee hereby agrees that it shall return promptly, all or
          such part of the Aircraft as the Sublessor so demands, to the
          Sublessor or its designee in the manner and condition required by,
          and otherwise in accordance with all the provisions of, Section 7 as
          if the Aircraft were being returned at the end of the Term, or if the
          Sublessee does not so deliver such Item(s), the Sublessor or the
          Sublessor's agent, at the Sublessor's option, may (but shall be under
          no obligation to) enter upon the premises where all or any part of
          the Aircraft is (or is believed by the Sublessor possibly to be)
          located and take immediate possession of and remove the same
          (together with any engine or propeller that is installed on the
          Airframe or any Engine or installed engine, subject to the rights of
          any owner, lessor, lienor, or secured party of such engine or
          propeller) by summary proceedings or otherwise, all without becoming
          liable for or by reason of such entry or taking of possession or
          removal, whether for the restoration of damage to property caused by
          such action or otherwise;

                    (ii) with or without taking possession thereof, sell any
          Item at public or private sale, as the Sublessor, in its sole
          discretion, shall determine, free and clear of any rights of the
          Sublessee, or otherwise dispose of, hold, use, operate, lease to
          others, or keep idle any Item as the Sublessor, in its sole
          discretion, may determine, all free and clear of any rights or claims
          of the Sublessee and without any duty to account to the Sublessee
          with respect to such action or inaction or for any proceeds with
          respect thereto, except as otherwise provided herein (and to the
          extent, if any, that notice of sale is required, the Sublessee agrees
          that 10 days' notice of the date, time, and place (and terms, in the
          case of a private sale) is reasonable);

                    (iii) whether or not the Sublessor shall have exercised, or
          shall thereafter at any time exercise, any of its rights under clause
          (i) or (ii) above with respect to any Item, the Sublessor, by written
          notice to the Sublessee specifying a payment date (the "Default
          Payment Date")) which shall be the Basic Rent Date (or, if there are
          no further Basic Rent Dates, then any date) following the date of
          such notice, may cause the Sublessee to pay to the Sublessor, and the
          Sublessee shall pay to the Sublessor, on the Default Payment Date, as
          liquidated damages for loss of a bargain and not as a penalty (and in
          lieu of all Basic Rent accruing on or after the Default Payment
          Date), any unpaid Basic Rent due prior to the Payment Date (together
          with interest on such amount at the Late Payment Rate from the Basic
          Rent Dates as of which such Rent was not paid until the actual date
          of payment of such amount), plus whichever of the following amounts
          the Sublessor, in its sole discretion, shall specify in such notice:
          (x) an amount equal to the excess, if any, of (aa) the Basic Rent for
          any or all of the Item(s) (as specified by the Sublessor), due on or
          after the Default Payment Date, over (bb) the aggregate Fair Market
          Rental Value of such Item(s) for the remaining





                                      44
<PAGE>   50

          Term, after discounting each to present value as of the Default
          Payment Date at the Debt Rate, or (y) an amount equal to the excess,
          if any, of (aa) the Stipulated Loss Value for any or all of the
          Item(s) (as specified by the Sublessor), as of the Default Payment
          Date over (bb) the Fair Market Value of such Item(s);

                    (iv) if the Sublessor sells any Item(s), the Sublessor may
          elect, in lieu of exercising its rights under clause (iii) with
          respect to such Item, to require the Sublessee to pay to the
          Sublessor, and the Sublessee in such event shall pay to the
          Sublessor, on the date of such sale, as liquidated damages for loss
          of a bargain and not as a penalty (and in lieu of all Basic Rent
          accruing after such sale occurs), any unpaid Basic Rent due on or
          before such sale date (together with interest on such amount at the
          Late Payment Rate from the Basic Rent Dates as of which such Rent was
          not paid until the actual date of payment of such amount) plus the
          amount of any deficiency between the net proceeds of such sale and
          the Stipulated Loss Value of the Aircraft or such Item(s), as of the
          date of such sale (or, if such date is not a Basic Rent Date, then
          the Basic Rent Date following the sale date), together with interest
          on such Stipulated Loss Value at the Late Payment Rate from the Basic
          Rent Date as of which such Stipulated Loss Value is determined until
          the date of actual payment of such amount;

                    (v)      in lieu of exercising its rights under clauses
          18(ii), (iii), and (iv) for any particular Item, the Sublessor may,
          by notice to the Sublessee specifying a payment date not earlier than
          10 days or more than 30 days from the date of such notice, require
          the Sublessee to pay to the Sublessor, and the Sublessee shall pay to
          the Sublessor, on the payment date specified in such notice, as
          liquidated damages for loss of a bargain, and not as a penalty, and
          in lieu of any further payments of Basic Rent hereunder with respect
          to such Item, an amount equal to the sum of (aa) all unpaid Rent
          payable on or before the date of payment specified in such notice
          plus (bb) the Stipulated Loss Value for such Item computed as of the
          Basic Rent Date on (or, if such payment date is not a Basic Rent
          Date, then the following Basic Rent Date) the date of payment
          specified in such notice together with interest, if any, at the Late
          Payment Rate on the amount of such Rent and Stipulated Loss Value
          from the payment date specified in such notice until the date of
          actual payment; and upon such payment of liquidated damages and all
          other Rent then due and payable by the Sublessee hereunder, the
          Lessor shall transfer "as is, where is and with all faults", without
          any representation, recourse, or warranty whatsoever, express or
          implied (except as to the absence of Lessor Liens), such Item to the
          Sublessee, and the Lessor shall execute and deliver such documents
          evidencing such transfer and take such further action in connection
          therewith as the Sublessee shall reasonably request. In addition, the
          Sublessor may, within 30 days after the Sublessee shall make payment
          of all amounts required above, give the Sublessee written notice
          requesting that the Fair Market Value of the Item as of the date on
          which Stipulated Loss Value was computed pursuant to subclause (bb)
          of this clause (v) be determined; and if such Fair Market Value as of
          such date is determined to exceed the Stipulated Loss Value of such
          Item paid pursuant to this clause (v), the Sublessee shall
          immediately pay the amount of such excess to the Sublessor;





                                      45
<PAGE>   51

                    (vi)     the Sublessor may proceed by appropriate court
          action or otherwise to enforce the terms hereof, including payment of
          periodic Basic Rent, or to recover damages for the breach hereof;

                    (vii) the Sublessor or any other Indemnitee may enforce
          payment of Supplemental Rent; or

                    (viii)  the Sublessor may exercise any other right or
          remedy then available to it under applicable law.

          In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section 7, or (4) placing any Item in the
condition and airworthiness required by Section 7, which amounts shall be
reimbursed on an After-Tax Basis.

           (b)      SUBLESSEE WAIVER.  To the extent now or hereafter permitted
by applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

           (c)      REMEDIES CUMULATIVE.  No remedy referred to herein is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to in this Section 18 or otherwise available to the
Sublessor at law or in equity. No express or implied waiver by the Sublessor of
any Default shall in any way be, or be construed to be, a waiver of any future
or subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                      46
<PAGE>   52

           19.       [  *  ] INDEMNITY.

           (a)      INDEMNITY.  [  *  ]





 [  *  ]





           (b)      EXCLUSIONS.  [  *  ]





                                      47
<PAGE>   53


 [  *  ]





           (c)      REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise would
have to such Indemnitee under this Section 19 (except to the extent that such
Indemnitee's failure to give reasonable notice to the Sublessee increases the
amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19).  So long as no Default exists, the Sublessee may assume control
of the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section 19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee.  However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

           (d)      PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee
shall be obligated under this Section 19 irrespective of whether the
Indemnitee is also indemnified against the same matter under any other
Operative Document or other document by any other Person, and the Indemnitee
may proceed directly against the Sublessee under this Section 19 without first
resorting to any such rights of indemnification except as such rights exist
against ATR.  Upon the payment in full of any indemnities due and owing under
this Section 19, the Sublessee shall be subrogated to any right of the
Indemnitee in respect of the matter against which indemnity has been given.
The Sublessee's indemnities in this Section 19 shall survive expiration, 
cancellation, or termination of this Sublease and the return of the Aircraft.

           (e)      COMPUTATIONS.  Any payment or indemnity pursuant to this
Section 19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section 19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                      48
<PAGE>   54

           (f)      ATR OBLIGATIONS.  This Section 19 does not supersede or
modify any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

           20.      PURCHASE OPTIONS.

           (a)      PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section 16 of the Lease.

           (b)      PURCHASE.  On the purchase date specified by the Sublessee
under Section 20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

           21.      NOTICES.

          All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                      49
<PAGE>   55

                             (a)       if to the Sublessor:

                                       Antoine Finance Corporation
                                       c/o Avions de Transport Regional
                                       1, allee Pierre Nadot
                                       31712 Blagnac Cedex, France
                                       Attn: Joel Le Breton
                                                  Senior Vice President -
                                                  Contract and Sales Finance
                                       Fax: (33 61) 93 13 61

                             (b)       if to the Sublessee:

                                       Atlantic Southeast Airlines, Inc.
                                       100 Hartsfield Centre Parkway,
                                         Suite 800
                                       Atlanta, Georgia 30354-1356
                                       Attn: Ronald V. Sapp
                                                   Vice President - Finance
                                       Fax: (404) 209-0162

                             (c)       if to ATR:

                                       Avions de Transport Regional
                                       1, allee Pierre Nadot
                                       31712 Blagnac Cedex, France
                                       Attn: Joel le Breton
                                                   Senior Vice President -
                                                   Contract and Sales Finance
                                       Fax: (33 61) 93 13 61


           22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

          This Sublease shall bind, and (subject to limitations in the
Operative Documents) shall bene fit and may be enforced by, (i) the Sublessor
and its successors and assigns, and (ii) the Sublessee and its successors and
assigns.  The indemnities in Section 11 and 19 shall, in accordance with their
terms, benefit the Indemnitees.

           23.      ACKNOWLEDGEMENT OF ASSIGNMENT.

          After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                      50
<PAGE>   56

the Lessor or the Loan Trustee.  If the Lease is cancelled or terminated
pursuant to Section 15 thereof, the Lessor may, at its option, by written
notice to the Sublessee after the date of such termination, require the
Sublessee to enter into an agreement in form and substance satisfactory to the
Sublessee and the Lessor attorning to and recognizing the Lessor as the
Sublessor hereunder and reconfirming all of the obligations of the Sublessee
hereunder.

          Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

           24.      MISCELLANEOUS.

           (a)      AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

           (b)      SURVIVAL OF AGREEMENTS.  Except as otherwise provided
herein or therein, all agreements, indemnities, representations, and warranties
in this Sublease or any other Operative Document shall survive the execution
and delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

           (c)      SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

           (d)      ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings. This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

           (e)      COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                      51
<PAGE>   57

           (f)      FURTHER ASSURANCES.  On the Closing Date, the Sublessee
will cause this Sublease (including the Sublease Supplement) to be duly filed
and recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

           (g)      RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

           (h)      GOVERNING LAW.  This Sublease is being delivered in
Georgia, and shall be governed by and construed in accordance with the laws of
Georgia (excluding any conflict-of-laws rule that would apply the laws of any
other jurisdiction).

           (i)      HEADINGS.  The headings in this Sublease are for
convenience of reference only, and are not a substantive part of this Sublease.

           (j)      SECTION 1110 COMPLIANCE.  Notwithstanding any provision
herein or elsewhere contained to the contrary, it is understood and agreed
among the parties hereto that the transactions contemplated by this Sublease
are expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section 1110 of the U.S. Bankruptcy Code.

           (k)      TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                      52
<PAGE>   58

                    (1)      the reasonable legal fees and expenses of Troutman
          Sanders, Clifford Chance, and Crowe & Dunlevy;

                    (2)      the initial and ongoing fees and expenses
          (including reasonable legal fees) of the Lessor and the Loan Trustee;

                    (3)      the fees of D'Accord Financial Services, Inc. for
          arranging the financing; and

                    (4)      the fees and expenses, including those of The
          Corporation Trust Company, for establishing and administering the
          Sublessor.

          All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                      53
<PAGE>   59

          In witness whereof, the Sublessor and the Sublessee have executed
this Sublease Agreement [N632AS].


                                              Antoine Finance Corporation,
                                               Sublessor


                                              By /s/ Kim E.  Lutthans          
                                                 ------------------------------

                                              Title: Vice President            
                                                     --------------------------


                                              Atlantic Southeast Airlines, Inc.,
                                               Sublessee

                                              By                               
                                                -------------------------------

                                              Title:                           
                                                   ----------------------------



[This is the Original counterpart for chattel paper purposes.]





                                      54
<PAGE>   60

        In witness whereof, the Sublessor and the Sublessee have executed this
Sublease Agreement [N632AS].


                                    Antoine Finance Corporation,
                                     Sublessor

                                    By                                        
                                      ----------------------------------------

                                    Title:                                    
                                          ------------------------------------

                                    Atlantic Southeast Airlines, Inc.,
                                     Sublessee

                                    By /s/ Ronald V.  Sapp                    
                                       ----------------------------------------

                                    Title: Vice President-Finance and Treasurer
                                           ------------------------------------


[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                      55
<PAGE>   61

                                                                       EXHIBIT A
                                                                     to Sublease

Certain of the Sublessor's rights under Sublease Agreement [N632AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                         SUBLEASE SUPPLEMENT [N632AS]


            This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N632AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

            The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

            All terms that are defined in the Sublease Agreement and not in
this Sublease Supplement have the same meanings in this Sublease Supplement as
in the Sublease Agreement.

            1.  THE AIRCRAFT.

            The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

            2.  SUBLESSEE'S REPRESENTATIONS.

            The Sublessee hereby represents and warrants that, on the date of
this Sublease Supplement: (a) the Sublessee's representations and warranties in
the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

            3.   MISCELLANEOUS.

            This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.
<PAGE>   62

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


            IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed
this Sublease Supplement [N632AS].

                               ATLANTIC SOUTHEAST AIRLINES, INC.,
                                Sublessee


                               By
                                 ---------------------------------------------

                               Title:                                         
                                     -----------------------------------------


                               ANTOINE FINANCE CORPORATION,
                                Sublessor


                               By                                             
                                 ---------------------------------------------

                               Title:                                         
                                     -----------------------------------------



[This is the "Original" counterpart for chattel paper purposes.]

                                     [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                              Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N632AS and manufacturer's
serial no. 362, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127033 and 127031, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930413 and 930513, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N632AS]
                                                                       EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


            The Stipulated Loss Value for the Aircraft shall be the percentage
of its Aircraft Cost set forth opposite the applicable Basic Rent Date:

              Basic Rent Date                   Stipulated Loss Value*


                             [See attached table]





________________

            * The Stipulated Loss Values shall be adjusted in accordance with
Section 3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section 3(h)
of the Sublease Agreement.
<PAGE>   66

N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998




                                     C-1
<PAGE>   67


N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement
                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                      C-2
<PAGE>   68


N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

                Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                      C-3
<PAGE>   69

N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

             Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009




                                     C-4
<PAGE>   70




N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.




                                     C-5
<PAGE>   71

                                   SCHEDULE I
                                       

Payment Instructions:

    
     LESSOR:
    
                   Wire transfer of immediately available funds to First
                   Security Bank of Utah, N.A., 79 South Main Street, Salt Lake
                   City, Utah  84111, Attn: Corporate Trust Department, ABA
                   #124-0000-12, account no. 051-0922115.  Re: ATR-ASA (1995).
    
    
     OWNER PARTICIPANT:
                                                
                   Wire transfer of immediately available funds to First Union
                   National Bank of North Carolina, 301 S. College Street, 20th
                   Floor, One First Union Center, Charlotte, NC 28202- 0738,
                   Attn: Pat Parr, ABA # 053000219, account no. 20 704 825
                   41513, Re: ATR N632AS.
    
    
     LOAN TRUSTEE:
                                                            
                   Wire transfer of immediately available funds to Shawmut Bank
                   Connecticut, National Association, 777 Main Street, Hartford,
                   CT 06115, Attn: Corporate Trust Administration, ABA
                   #______________, account no. ___________, Re: ATR N632AS.




                                      66
<PAGE>   72



                 LOAN PARTICIPANT:

                                      Wire transfer of immediately available  
                                      funds to                                
                                              ------------------------------  
                                              ------------------------------  
                                              ------------------------------. 
                                                                              
                 SUBLESSOR:                              
                                                                              
                                      Wire transfer of immediately available  
                                      funds to BankAmerica International,     
                                      New York, for the account of Bank of    
                                      America NT&SA, London, account no.      
                                      37-60564, in favor of Bank of America   
                                      International Limited, account no.      
                                      10985218, Re: ATR-ASA.                  
                                                                              



                                      67

<PAGE>   73





Certain of the Sublessor's rights under Sublease Agreement [N632AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                         SUBLEASE SUPPLEMENT [N632AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N632AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).





<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N632AS].

                                   ATLANTIC SOUTHEAST AIRLINES, INC.,
                                           Sublessee
                                   
                                   By /s/ Ronald V.  Sapp                      
                                      -----------------------------------------
                                                                             
                                     
                                   Title: Vice President-Finance and Treasurer  
                                         -------------------------------------
                                   
                                   
                                   
                                   ANTOINE FINANCE CORPORATION,
                                           Sublessor
                                   
                                   By /s/ Kim E.  Lutthans                     
                                      -----------------------------------------
                                                                           
                                     
                                   Title: Vice President                      
                                         -------------------------------------
                                           


[This is the "Original" counterpart for chattel paper purposes.]

                                                       [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                              Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N632AS and manufacturer's
serial no. 338, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127026 and 127027, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930313 and 930312, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.

<PAGE>   76

[N632AS]
                                                                       EXHIBIT B
                                                          to Sublease Supplement


                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

<TABLE>
<CAPTION>
                   Basic Rent Date                                  Stipulated Loss Value*
                   ---------------                                  ----------------------
                   <S>                                              <C>


                                                                    [See attached table]


</TABLE>




________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section 3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section 3(h) of the Sublease Agreement.
<PAGE>   78

N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998




                                     C-1
<PAGE>   79


N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement
                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                      C-2
<PAGE>   80

N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005




                                     C-3
<PAGE>   81

N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                      C-4
<PAGE>   82


N632AS
                                                                       EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.




                                     C-5
<PAGE>   83


================================================================================





                   SUBLEASE TAX INDEMNITY AGREEMENT [N632AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84

                               TABLE OF CONTENTS

                                                                   Page
                                                                   ----

         [  *  ]





<PAGE>   85


         This Sublease Tax Indemnity Agreement [N632AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N632AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:


         [  *  ]
<PAGE>   86





         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N632AS].


                                    ATLANTIC SOUTHEAST AIRLINES, INC.,
                                     (Sublessee)

                                    By /s/ Ronald V.  Sapp                     
                                       ----------------------------------------

                                    Title: Vice President-Finance and Treasurer
                                           ------------------------------------



                                    ANTOINE FINANCE CORPORATION
                                     (Sublessor)

                                    By /s/ Kim E.  Lutthans                    
                                       ----------------------------------------

                                    Title: Vice President                      
                                           ------------------------------------





<PAGE>   87

                   NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                             BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N632AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section 20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.





<PAGE>   88

        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.





                                       2
<PAGE>   89

        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.


        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.



                                            AVIONS DE TRANSPORT REGIONAL,
                                            a Groupement d'Interet Economique


                                            By: Joel Le Breton                 
                                               --------------------------------
                                            Title: Attorney-in-Fact            
                                                  -----------------------------


                                            FIRST SECURITY BANK OF UTAH, N.A.


                                            By: /s/ Nancy M. Dahl              
                                               --------------------------------
                                            Title: Assistant Vice President    
                                                  -----------------------------


                                            FIRST UNION COMMERCIAL CORPORATION


                                            By: /s/ Michael L.  Taylor         
                                               --------------------------------
                                            Title: Vice President              
                                                  -----------------------------





                                       3
<PAGE>   90



                                SHAWMUT BANK CONNECTICUT,
                                NATIONAL ASSOCIATION
                                
                                
                                By: /s/ Steven Cimalore                
                                   ------------------------------------
                                Title: Vice President                  
                                      ---------------------------------
                                
                                
                                NEWCOURT CREDIT GROUP, INC.
                                
                                
                                By: /s/ Frank J. Raponi              
                                   ----------------------------------
                                Title: Vice President                
                                      -------------------------------
                                




                                      4

<PAGE>   1


                                 EXHIBIT 10(g)

               Confidential treatment has been applied for with
               respect to certain provisions of this Exhibit, which
               provisions have been omitted from this Exhibit,
               marked with an asterisk (*) and filed separately with
               the SEC.
<PAGE>   2

         Certain of the Sublessor's rights in this Sublease have been assigned
         to, and are subject to a security interest in favor of, Shawmut Bank
         Connecticut, National Association, as Loan Trustee under a Loan and
         Security Agreement.  This Sublease has been executed in counterparts.
         See Section  24(e) for information concerning the rights of holders of
         the various counterparts.

================================================================================





                          SUBLEASE AGREEMENT [N633AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>      <C>                                                                                                           <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE  . . . . . . . . . . . . . . . . . . .  10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>





                                       i
<PAGE>   4

<TABLE>
<S>      <C>                                                                                                           <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
         INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
</TABLE>





                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                                                    <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.       [  *  ] INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values
</TABLE>





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N633AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


         1.      DEFINITIONS; USAGE.

         (a)     DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section  4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person.  For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).
<PAGE>   7

         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section  3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section  3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section  18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

         [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section  12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section  17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section  7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section  18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section  18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section  7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section  18(a)(iii) such shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section  18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section  5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

         Improvement: defined in Section  12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


         Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

         Lease:  the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

         Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

         Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

         Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

         Loan:  a non-recourse loan made by a Loan Participant to the Lessor.

         Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

         Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

         Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

         Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

                 (1)      the present value as of such date of the installments
         of principal and interest payable on the Loan Certificates outstanding
         (assuming the Loan Certificates were paid in accordance with the terms
         thereof and also assuming, for any date on or before the [  *  ]
         anniversary of the Closing Date, that the principal amount of the Loan
         Certificates shall be paid in full on the [  *  ]  anniversary of the
         Closing Date), computed by Newcourt Credit Group Inc. (or any
         successor "Quoting Agent" under the Mortgage) using a discount rate
         equal to the average yield to maturity compounded monthly for
         marketable United States





                                       5
<PAGE>   11

         Treasury securities having a constant maturity (as indicated on the
         Telerate Screen or, if that is not then available, any publicly
         available source of similar market data acceptable to the Loan
         Participants), closest to the then-remaining Weighted Average Life to
         Maturity of the Loan Certificates over

                 (2)      the outstanding principal amount of the Loan
         Certificates as of such date (assuming the Loan Certificates were paid
         in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.


"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate.  "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [  *  ]  anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [  *  ]  anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

         Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

         Mortgage: the Loan and Security Agreement, dated as of March 31, 1995,
between the Loan Trustee and the Lessor, pertaining to the Aircraft.





                                       6
<PAGE>   12

         Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

         Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [  *  ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

         Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

         PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

         Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

         Parts: all appliances, parts, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature (other than complete
Engines, engines, Propellers, propellers, or parts thereof with respect to the
Airframe; other than Propellers, propellers, or parts thereof with respect to
an Engine; and other than Removable Improvements or parts thereof), from time
to time incorporated in the Airframe, an Engine, or a Propeller (or removed
therefrom, if title remains in the Lessor under Section  12(d)).

         Payment/Bankruptcy Default: a Default as set forth in Section  17(a)
or (g), or an Event of Default.

         Permitted Air Carrier: (1) any United States "air carrier" (as defined
in Section  101(3) of the Federal Aviation Act) who is a Section 1110 Person,
or (2) after December 31, 2002, (a) any foreign air carrier that is principally
based in and operating pursuant to a license issued under the laws of a country
that has ratified the Convention on the International Recognition of Rights in
Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the British
Commonwealth, except in either case any country that does not then maintain
full diplomatic relations with the United States and Canada or in which it
would constitute a breach of applicable law for the Sublessor, the Lessor, the
Loan Trustee, the Owner Participant, or any Loan Participant to engage directly
or indirectly in business, or (b) ATR or any Affiliate of ATR.

         Permitted Lien: a Lien permitted under Section  10.

         Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).





                                       7
<PAGE>   13

         Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

         Propeller: either of the two Hamilton Standard model 247F-1 propellers
listed by manufacturer's serial number in the Equipment Schedule, whether or
not from time to time installed on the Airframe or an Engine or on any other
airframe or engine, including any Replacement Propeller substituted for a
Propeller under this Sublease, and including all Parts incorporated in such
propeller (or removed therefrom, if title thereto remains in the Lessor under
Section 12(d)).

         Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

         Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

         Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

         Removable Improvements: defined in Section  12(e).

         Renewal Term: defined in Section  3(h).

         Rent: Basic Rent and Supplemental Rent.

         Replacement Engine: a Pratt & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section  7(c) or 12(b).

         Replacement Parts: defined in Section  12(d).

         Replacement Propeller: a Hamilton Standard model 247F-1 propeller of a
model year the same as or later than, and having a value, utility, performance,
efficiency, and remaining useful life at least equal to, the propeller replaced
(determined without regard to hours or cycles remaining until the next
scheduled overhaul, but assuming that the propeller replaced was in the
condition required by this Sublease), which is substituted for a Propeller
hereunder pursuant to Section  7(c) or 12(b).

         Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section  40102) holding an air carrier operating certificate issued
by the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.





                                       8
<PAGE>   14


         SLV Date: defined in Section  14(a)(ii).

         Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section  3(h), in
either case adjusted as required by Section  3(d).

         Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

          [  *  ]

         Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

         Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section  3(c).

         Term: the Basic Term and any Renewal Term(s).

         Termination Date: the [  *  ] anniversary of the date of this Sublease.

         Transaction Documents:  the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [  *  ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
bill of sale and FAA Bill of Sale for the Aircraft.

         Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

         (b)     USAGE.  Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to".  "Or" means one or more, or
all, of the alternatives listed or described.  "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears).  References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.





                                       9
<PAGE>   15

         2.      AGREEMENT TO SUBLEASE AIRCRAFT.

         The Sublessor shall lease the Aircraft to the Sublessee hereunder, and
the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

         3.      TERM AND RENT; [  *  ]; RENEWAL.

         (a)     TERM.  The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

         (b)     BASIC RENT.  The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft.  To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

         (c)     SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

                 (1) on the date provided herein or in the applicable Operative
         Documents, any amount (other than Basic Rent or Stipulated Loss Value)
         which the Sublessee assumes, in writing, the obligation to pay, or
         agrees, in writing, to pay, under any Operative Document to any
         Indemnitee;

                 (2)      on the date provided herein, any amount payable
         hereunder as Stipulated Loss Value (including any Make-Whole Premium
         included therein); and

                 (3)      on demand, to the extent permitted by applicable law,
         interest (computed on the basis of a 360-day year and actual days
         elapsed) at the Late Payment Rate on any payment of Rent to the extent
         not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE.
Basic Rent shall be adjusted as of the [  *  ] anniversary of the Closing Date,
based on the difference between the Debt Rate effective on the Closing Date and
the Debt Rate effective on the [  *  ] anniversary of the Closing Date, in the
manner described in Exhibit B to the Sublease Supplement.  Stipulated Loss
Value and the [  *  ] under this Sublease shall be adjusted to equal Stipulated
Loss Value and the





                                       10
<PAGE>   16

[  *  ] under the Lease.  Basic Rent and Stipulated Loss Values also shall be
adjusted to the extent provided by the Sublease Tax Indemnity Agreement.

         Any adjustment required by this Section  3(d) shall be determined by
the Sublessor, subject to verification by Sublessee, and shall be effective as
soon as possible.  Such adjustment shall be evidenced by the execution and
delivery by the Sublessor and the Sublessee of a sublease amendment, but
failure to execute and deliver such sublease amendment shall not prevent or
delay the effectiveness of the adjustment required by the preceding paragraph.
If requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section  3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount.  Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct.  The Verifying Firm shall be requested to make its
determination within 30 days.  If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations.  The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor.  In the absence of manifest error, such
verification shall be final and binding on the parties hereto.  The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

         (e)     PAYMENT.  Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee).  All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

          [  *  ]





                                       11
<PAGE>   17

[  *  ]





         (g)     RENEWAL OPTION.  Unless a Payment/Bankruptcy Default or Event
of Default exists at the time of the giving of irrevocable notice referred to
in this paragraph or at the time of the commencement of the applicable Renewal
Term, the Sublessee, at its option, may renew this Sublease for up to three
years, in one or two successive renewal terms (each a "Renewal Term"), with the
first Renewal Term to commence upon the expiration of the Basic Term. Each
Renewal Term shall be for at least one year.  This renewal right shall be
exercised upon irrevocable written notice from the Sublessee to the Sublessor
of the Sublessee's election so to renew this Sublease given not less than 180
days and not more than 360 days before the end of the Basic Term or any Renewal
Term.  That notice shall explicitly request that the Sublessor give notice to
the Lessor to renew the Lease under Section  3(h) thereof.  If the Sublessee
fails to exercise any option to extend the term of this Sublease for any
Renewal Term in accordance with the provisions of this paragraph, all of the
Sublessee's rights to extend the term hereof for such Renewal Term and any
subsequent Renewal Term shall expire.

         All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

         4.      NET SUBLEASE.

         This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any





                                       12
<PAGE>   18

abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part.  To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

         5.      REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

         (1)     Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business





                                       13
<PAGE>   19

substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

         (2)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.  The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

         (3)     Government Approvals, Notices, and Filings.  No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

         (4)     Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

         (5)     Taxes. The Sublessee has filed all tax returns which it was or
is required to file, and has paid all taxes shown to be due and payable on such
returns or on any assessment received by it, except any such taxes as are being
contested diligently in good faith, and by appropriate proceedings, and as to
which adequate reserves have been provided in accordance with GAAP.

         (6)     Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation





                                       14
<PAGE>   20

applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

         (7)     ERISA.  The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section  502(c) of ERISA or any tax imposed by Code Section  4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section  3 of ERISA) maintained by
Sublessee.  There has been no reportable event (as defined in Section  4043(b)
of ERISA) with respect to any such employee pension benefit plan.  There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation.  No accumulated funding deficiency
(as defined in Section  302 of ERISA or Code Section  412), whether or not
waived, exists with respect to any such employee pension benefit plan.

         (8)     No Sublease Default or Event of Loss.  No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby.  No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

         (9)     Title.  On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

         (10)    Condition of Aircraft.  On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

         (12)    Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

         (13)    Section 1110.  The Sublessee is a Section 1110 Person.  At all
times during the Term, the Sublessor shall be entitled to the benefits of
Section  1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.





                                       15
<PAGE>   21

         (14)    Subsidiaries; Stock Ownership.  The Sublessee owns 100% of the
outstanding stock of ASA Investments, Inc. and has no material stock or other
equity investment in any other corporation, partnership, or other Person.

         (15)    Investment Company Status.  The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

         (b)     SUBLESSEE'S AGREEMENTS.  The Sublessee agrees that:

         (1)     Corporate Existence.  The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section  5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

         (2)     Merger, Sale, etc.; Change in Control.  The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

                 (aa)     the corporation formed by such consolidation or the
         person who acquires by conveyance, transfer, or lease all or
         substantially all of the Sublessee's assets as an entirety (the
         Successor) or the Sublessee, as applicable, (x) is a corporation
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and (y) is a Section 1110
         Person; and, in the case of such consolidation, sale, conveyance,
         transfer, or lease, the Successor (i) executes and delivers to the
         Sublessor an agreement, in form and substance satisfactory to the
         Sublessor, containing an assumption by the Successor of the due and
         punctual performance and observance of Sublessee's obligations under
         the Operative Documents, and (ii) makes such filings and recordings,
         including any filing or recording with the FAA pursuant to the Federal
         Aviation Act and any filing under the UCC, as are necessary to
         evidence such consolidation, merger, sale, conveyance, transfer, or
         lease with or to the Successor;

                 (bb)     immediately after giving effect to such transaction,
         (x) no Default exists, and (y) the Successor's business, assets,
         operations, condition (financial or otherwise), and financial and
         other ability to perform its obligations under the Lease will not be
         adversely affected by such transaction in any material respect;

                 (cc)     immediately after giving effect to such transaction
         and for at least 90 days thereafter, the Sublessee or the Successor
         (as applicable) shall maintain a minimum tangible net worth (in
         accordance with GAAP) of [  *  ]; and





                                       16
<PAGE>   22


                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

         Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein.  No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party.  Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

         "Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise.  A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

         (3)     Relocation of UCC Office.  The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

         (4)     Financial Statements.  The Sublessee shall furnish to the
Sublessor:

                 (aa)     within 45 days after the end of each of the first
         three quarters in each fiscal year, consolidated statements of
         operations of the Sublessee and its consolidated subsidiaries for the
         period from the beginning of the then-current fiscal year to the end
         of such quarterly period, and balance sheets of the Sublessee and its
         consolidated subsidiaries, on a





                                       17
<PAGE>   23

         consolidated basis, as of the end of such quarter, prepared in
         accordance with GAAP and setting forth in each case in comparative
         form figures for the corresponding period in the preceding year, all
         in reasonable detail and certified by the Sublessee's chief financial
         officer, subject to changes resulting from year-end adjustments, and
         the Sublessee's Form 10-Q (or, if the Sublessee is not an
         SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-Q) for such period;

                 (bb)     within 90 days after the end of each fiscal year,
         consolidated statements of operations of the Sublessee and its
         consolidated subsidiaries, for such year, and the balance sheets of
         the Sublessee and its consolidated subsidiaries, on a consolidated
         basis, as of the end of such year, setting forth in each case in
         comparative form corresponding figures from the preceding annual
         audit, all in reasonable detail, and certified to the Sublessee by its
         independent certified public accountants and to the Sublessor by the
         Sublessee's chief financial officer, as presenting fairly the
         financial position and results of operations of the Sublessee and its
         consolidated subsidiaries and as having been prepared in accordance
         with GAAP, and the Sublessee's Form 10- K (or, if the Sublessee is not
         an SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-K) for such period;

                 (cc)     within two Business Days after any officer of the
         Sublessee obtains knowledge of any Default, an officer's certificate
         specifying its nature, the period of its existence, and what action
         the Sublessee proposes to take with respect to it; and

                 (dd)     promptly upon request, such other data or information
         (financial or otherwise) regarding the Sublessee or any Item as the
         Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

         (5)     Compliance with ERISA.

                 (aa)     The Sublessee will, at all times, make all
         contributions that it is required to make to any employee benefit plan
         to which it is a party to meet the minimum funding standards for such
         employee benefit plan, as required by ERISA.

                 (bb)     Within two Business Days after the occurrence of any
         event or circumstance, including any event which is classified as a
         "Reportable Event" under ERISA, in connection with any employee
         benefit plan to which it is a party, that might constitute grounds for
         termination of such an employee benefit plan by the Pension Benefit
         Guaranty Corporation





                                       18
<PAGE>   24

         or might result in the appointment of a trustee by a United States
         District Court under Section  4042 of ERISA to administer such
         employee benefit plan, the Sublessee will provide the Sublessor with
         an officer's certificate describing the event or circumstance, stating
         the reasons for any such action by the Pension Benefit Guaranty
         Corporation or a United States District Court, and specifying the
         action the Sublessee proposes to take with respect thereto.

         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

         (1)  Acquisition for Investment.  The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

         (2)     Due Organization.  The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and perform its obligations under,
each Operative Document to which it is a party.

         (3)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity.  The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

         (4)     No Lessor Liens.  No Lessor Liens exist on the Aircraft.

         (5)     Litigation.  There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.





                                       19
<PAGE>   25

         (6)     Compliance.  The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

         (7)     ERISA.  No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

         (8)     Title to Leased Items.  On the Closing Date, (i) the Sublessor
will receive all such rights to the Aircraft as are necessary for Sublessor's
performance under this Sublease, and (ii) the Aircraft shall be free of Lessor
Liens.

         (9)     Stipulated Loss Value.  The Stipulated Loss Value under this
Sublease shall not exceed the "Stipulated Loss Value" under the Lease except
for any differences arising from the amortization of transaction expenses over
[  *  ]  years in this Sublease rather than over fifteen years in the Lease.

         (10)    Performance Under Lease.  The Sublessor will not breach any of
its obligations under the Lease in a manner that would cause damage to the
Sublessee.

         (d)     SUBLESSOR'S AGREEMENTS.  The Sublessor agrees that:

         (1)     Discharge of Liens.  The Sublessor will, at its own cost and
expense, promptly take such action as is necessary to discharge any Lessor Lien
to the extent attributable to it on any part of the Aircraft; provided, that
the Sublessor may in good faith and with the Sublessee's consent, which shall
not be unreasonably withheld, by appropriate proceedings contest claims or
charges resulting in any such Lien as long as such contest does not involve any
material danger of the sale, forfeiture, loss, or loss of use of any Item or
any interest therein; and the Sublessor shall indemnify and hold harmless the
Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

         (2)     Transfer of Interests.  Except in connection with an exercise
of remedies following an Event of Default, the Sublessor shall not (a) assign,
convey, or otherwise transfer all or any part of its interest in the Aircraft,
or (b) sell or otherwise transfer all or substantially all of its assets and
business, except (in the case of clause (a) or (b)) (i) as required by this
Sublease, or (ii) with the Sublessee's consent, which shall not be unreasonably
withheld, to another Person.  Any such transferee, by an instrument in writing
delivered to the Sublessee, must (aa) expressly assume all the obligations and
liabilities of the Sublessor under the Operative Documents (to the extent
relating to the interest transferred), (bb) make the representations and
warranties of the transferor the Sublessor





                                       20
<PAGE>   26

set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section  101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section  501(b)(1)(A)(ii) of the Federal Aviation Act.  If any
tax loss is incurred as a result of a transfer under this Section  5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

         (3)     Business Activity.  The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

         (4)     Further Assurances.  The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

         6.      CONDITIONS PRECEDENT.

         The Sublessor's and the Sublessee's obligations to execute and deliver
the Sublease Supplement are subject to the fulfillment to the reasonable
satisfaction of each of the following conditions precedent (except that
conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

         (1)     Sublessee's Secretary's Certificate.  The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (2)     Sublessee's Officer's Certificate.  The Sublessee's
representations and warranties in Section  5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

         (3)     Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section  5(a)(1), (2), (3), (4), (6), (13), (14), and (15).





                                       21
<PAGE>   27

         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

         (5)     Sublessor's Secretary's Certificate.  The Sublessee shall have
received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (6)     Sublessor's Certificate.  The Sublessor's representations and
warranties in Section  5(c) shall be true and correct in all material respects
on the Closing Date with the same effect as though made on the Closing Date,
and the Sublessee shall have received a certificate from the Sublessor, dated
the Closing Date, to such effect.

         (7)     Opinion of Sublessor's Counsel.  The Sublessee shall have
received a favorable opinion of Troutman Sanders, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section  5(c) (2), (3), (5), (6) and (8)(i).

         (8)     ATR Certificate.  The Sublessor and the Sublessee shall have
received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

         (9)     ATR Opinion.   The Sublessor and the Sublessee shall have
received favorable opinions of Clifford Chance and Troutman Sanders, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[  *  ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

         (10)    Operative Documents.  The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28


         (f)     the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

         (11)    FAA Opinion.  The Sublessor, ATR, and the Sublessee shall have
received a favorable opinion of Crowe & Dunlevy, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

                 (a)      the FAA Bill of Sale, the Lease (including the Lease
         Supplement thereto), the Mortgage (including the Mortgage Supplement
         thereto), the Trust Agreement, and this Sublease (including the
         Sublease Supplement) are in due form for recording pursuant to the
         Federal Aviation Act, and were duly filed with the FAA on the Closing
         Date;

                 (b)      the FAA Registration Application in the name of the
         Lessor for the Aircraft is in due form for filing and was duly filed
         with the FAA on the Closing Date, and all instruments necessary to
         cause the FAA to issue to the Lessor in due course a certificate of
         aircraft registration for the Aircraft have been duly filed with the
         FAA;

                 (c)      the Lessor has good and marketable title to the
         Airframe, and the Airframe, Engines, and Propellers are free and clear
         of all Liens except (i) Liens created by the Mortgage, the Lease, and
         the Sublease, and (ii) Liens created by documents filed for
         recordation pursuant to the Federal Aviation Act but not shown on
         indices of filed but unrecorded documents available to such counsel
         before filing the documents referred to in subclause (a) above; and

                 (d)      except for the filings described in subclauses (a)
         and (b) above, no filing or recording of any document or instrument
         referred to in those subclauses or any other document or instrument is
         necessary or desirable to establish and perfect the ownership interest
         of the Lessor in the Aircraft in any other place within the United
         States.

         (12)    Insurance Reports.  The Sublessor and ATR shall have received
(a) an insurance report of an independent aircraft insurance broker, dated the
Closing Date, reasonably acceptable to the Sublessor, and the certificates of
insurance, in form and substance reasonably satisfactory to each of them, as to
the due compliance with the terms of this Sublease relating to insurance, and
(b) a certificate signed by an independent aircraft insurance broker, dated the
Closing Date, certifying that the insurance carried and maintained on the
Aircraft complies with the terms of the Lease.

         (13)    Financing Completed. The conditions set forth in Section  10
of the Participation Agreement shall have been met and the closing contemplated
thereby shall have been accomplished.





                                       23
<PAGE>   29

         (14)    Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

         Each opinion of counsel delivered pursuant to this Section  6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

         7.      RETURN OF AIRCRAFT.

         (a)     TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section  20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section  3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor.  The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee.  At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease).  All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

         The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense.  The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates.  Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section  7 in any material respect, then the Sublessor or
its designee shall be entitled to such additional test flights at the
Sublessee's expense as shall be reasonably required by the Sublessor or its
designee to demonstrate correction of the defect and compliance with the
provisions of this Section  7.

         (b)     CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





         At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience.  If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub-Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty bill of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return.  The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

         (d)     AIRWORTHINESS DIRECTIVES.  Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and





                                       26
<PAGE>   32

amendments or changes to the Federal Aviation Regulations as applicable to the
Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations.  The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within
the six-month period after the end of the Term.

         (e)     DEFERRED MAINTENANCE.  There shall be no open, outstanding, or
deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre-delivery inspections or test flights.

         (f)     CORROSION.  The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft.  Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section
12(b)(i).

         (g)     AIRCRAFT PHYSICAL CONDITION.  The Aircraft shall be complete
and function and perform per the manufacturer's specifications (normal wear and
tear excepted).  Discrepancies noted during the pre-return inspections and
acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

         (h)     MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft.  These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing.  All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability.  All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft.  All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

         The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable





                                       27
<PAGE>   33

oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

         Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft.  During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS.  At least 30 days before
return, the Sublessee shall notify the Sublessor of all Removable Improvements
which have been used by the Sublessee during the Term and which the Sublessee
has removed or intends to remove from the Aircraft as permitted by Section
12(e).  The Sublessor may, at its option, upon written notice to the Sublessee,
purchase any or all Removable Improvements upon the expiration of the Term at
their then Fair Market Value to the Sublessee.

         (j)     AID IN DISPOSITION. The Sublessee agrees, during the last six
months of the Term (and during the storage period described in Section  7(h)),
to provide such information with respect to the Aircraft as is reasonably
requested by the Sublessor in furtherance of the Sublessor's or the Lessor's
efforts to sell the Aircraft upon expiration of the Term; provided, that
nothing in this paragraph shall require the Sublessee to take any action or to
permit or suffer any action which shall interfere with the Sublessee's use of
the Aircraft.

         8.      DISCLAIMER OF WARRANTIES, ETC.  THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS".  THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT.  THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT





                                       28
<PAGE>   34

THERETO ARE TO BE BORNE BY THE SUBLESSEE.  NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

         9.      OWNERSHIP; RIGHTS OF THE SUBLESSEE.

         The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder.  During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section  4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

         10.     LIENS.

         The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section  12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section  10.

         11.     TAXES.

         The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.





                                       29
<PAGE>   35

         12.     REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

         (a)     REGISTRATION.  The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

         (b)     MAINTENANCE; RECORDS.  The Sublessee shall maintain, inspect,
service, repair, overhaul, and test the Airframe, each Engine, and each
Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so as
to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination).  The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft.  All manuals and
technical records delivered to the Sublessee shall be maintained in their
original paper form.  All other manuals and technical records shall be
maintained in such form as the Sublessee is required to maintain them under the
Sublessee's maintenance program.  The manuals and technical records (including
all original paper versions thereof) shall be the property of the





                                       30
<PAGE>   36

Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section  18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

         (c)     COMPLIANCE AND USE.  The Sublessee shall not permit any Item
to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

         (d)     REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section  12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section  12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                       31
<PAGE>   37

         (e)     IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

         Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section  12(a), (b), or (c), or the first sentence of this Section  12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

         The Sublessor represents and warrants to Sublessee that, in the Lease,
the Lessor has agreed as follows:  If any Removable Improvement is owned by any
third party or is subject to a conditional sales contract or other security
interest, then the Lessor agrees for the benefit of any such owner, conditional
vendor, or secured party that the Lessor will not acquire or claim, as against
such owner, conditional vendor, or secured party, any right, title, or interest
in any such Removable Improvement as the result of its installation on the
Airframe, an Engine, or a Propeller; provided, that the Lessor's agreements in
this sentence shall be ineffective unless such owner, conditional vendor, or
secured party agrees in writing and in a legally enforceable manner (i) not to
acquire or claim, as against the Lessor, any right, title, or interest in the
Airframe, any Engine, or any Propeller by reason of the installation of such
Removable Improvement thereon, and (ii) promptly, after notice, to remove such
Removable Improvement if the Lessor declares the Lease to be in default.





                                       32
<PAGE>   38

         (f)     POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section  12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section  12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section  12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section  12(d).

         (g)     INSIGNIA.  The Sublessee shall (i) cause each Item to be kept
numbered with the identification or serial numbers therefor as specified in the
Equipment Schedule, and (ii) as promptly as practicable (and in any event
within 30 days after the Closing Date), affix and maintain in the Airframe
adjacent to and not less prominent than the airworthiness certificate, and on
each Engine in a prominent location, a durable nameplate bearing the following
legend:

         This Aircraft is subject to a security interest in favor of Shawmut
         Bank Connecticut, National Association (as loan trustee) and is leased
         from First Security Bank of Utah, N.A. (as owner trustee).  This
         Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section  12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section  12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

         13.     INSPECTION.

         At all reasonable times during the Term the Sublessor, the Lessor, the
Owner Participant, the Loan Trustee, or any Loan Participant (and any agent or
authorized representative of the foregoing) may, at its own expense (or at the
Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                       33
<PAGE>   39

with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

         Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

         14.     LOSS OR DESTRUCTION; REQUISITION OF USE.

         (a)     EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs to
the Airframe, the Sublessee shall within 15 days after such occurrence give to
the Sublessor, the Lessor, and the Loan Trustee written notice of such Event of
Loss.  Within 31 days after that Event of Loss occurs (or, if earlier, within
five days after the receipt of insurance proceeds for that Event of Loss), the
Sublessee shall pay or cause to be paid (including via payment of insurance
proceeds) to the Sublessor or its assignee, on a Rent Payment Date, an amount
equal to (x) the Stipulated Loss Value of the Aircraft, determined as of the
Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"), plus
(y) all other amounts of Rent due on or before the SLV Date and any reasonable
expenses and costs incurred in connection with such Event of Loss by the
Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of Loss
occurs to any Engine or Propeller under circumstances in which no Event of Loss
occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section  10(i) and (iii)).  At the time of any such conveyance, the
Sublessee shall, at its expense: (i) furnish the Lessor with a bill of sale, in
form and substance reasonably satisfactory to the Lessor, for such Replacement
Engine or Replacement Propeller, (ii) cause supplements hereto, to the Lease,
and to the Mortgage, in form and substance reasonably satisfactory to the
Sublessor, the Lessor, and the Loan Trustee, for such Replacement Engine or
Replacement Propeller, to be duly executed by the appropriate parties and
recorded pursuant to the Federal Aviation Act, (iii) execute and, if necessary,
file such documents as the Lessor or the Sublessor reasonably requests to
confirm the Lessor's ownership of, and title, to such Replacement





                                       34
<PAGE>   40

Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section  14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section  10(i) and (iii)),
leased hereunder, and subjected to the Lien of the Mortgage to the same extent
as the Engine or Propeller replaced thereby.

         Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section  14(b) shall result in any reduction
in Basic Rent.

         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee hereby
assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section  14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                       35
<PAGE>   41

         (d)     REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section  3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                 (i)      if such payments are received as a result of an Event
         of Loss to the Airframe (and any Engine or Propeller then installed
         thereon), (aa) so much of such payments as shall not exceed the
         Stipulated Loss Value for the Aircraft shall be applied in reduction
         of the Sublessee's obligation to pay such Stipulated Loss Value if not
         already paid by the Sublessee, or, if already paid by the Sublessee,
         shall be applied by the Sublessor (or its assignee) to reimburse the
         Sublessee for its payment of such Stipulated Loss Value, and (bb) the
         balance, if any, of such payments remaining thereafter shall be paid
         over to, or retained by, the Sublessee; and

                 (ii) if such payments are received as the result of an Event
         of Loss to an Engine or Propeller under the circumstances contemplated
         by Section  14(b), such payments shall be paid over to, or retained
         by, the Sublessor (or its assignee) in the same manner as Rent under
         Section  3(f); and if and when the Sublessee shall have fully
         performed the terms of Section  14(b) with respect to the Event of
         Loss for which such payments are made (including completing the
         replacement being made), such payments shall be paid over to, or
         retained by, the Sublessee.

         If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                       36
<PAGE>   42

selected by the Sublessee.  All profits and losses on such investments and any
taxes in respect thereof shall be for the account of the Sublessee. In order to
make the payments to the Sublessee provided for in clause (ii) of this Section
 14(e) or in Section  15(c), the Sublessor, the Lessor, and the Loan Trustee
are authorized to sell any obligations so purchased, and shall not be required
to make such payments to the Sublessee until the Sublessor, the Lessor, or the
Loan Trustee (as the case may be) has had a reasonable time to sell such
obligations and to obtain the sale proceeds.

         (f)     PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section  14 to the contrary, any amount referred to in this Section  14 which
is otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

         15.     INSURANCE.

         (a)     LIABILITY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, comprehensive aircraft
and general liability insurance (including passenger legal liability insurance
and property damage insurance, and including war-risk and allied perils
coverage for operations described in the last sentence of Section  15(b)), for
the Aircraft (i) in amounts which are not less than those maintained at the
time on similar aircraft, airframes, engines, and propellers that then comprise
the Sublessee's fleet, but in no event less than $200,000,000 combined single
limit, (ii) of the types usually carried by United States air carriers engaged
in the same or a similar business, similarly situated with the Sublessee and
owning or operating similar aircraft, airframes, engines, and propellers and
which cover risks of the kind customarily insured against by such air carriers.
The Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against under this Section  15(a), in any amounts not to exceed [  *  ] of the
Sublessee's tangible net worth per occurrence, and in any event not to exceed
[  *  ] per year for the Sublessee's entire fleet.

         (b)     CASUALTY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section  15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                       37
<PAGE>   43

Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section  21),
threatened area of hostility.

         (c)     ENDORSEMENTS.  Any policies of insurance carried in accordance
with this Section  15: (i) shall include the Additional Insureds as their
interests appear as additional insureds, (ii) with respect to insurance carried
in accordance with Section  15(b), shall be payable to the Loan Trustee (for
the account of all parties) and if no Default exists, shall be disbursed to the
Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section  12 or shall be disbursed as otherwise required
by this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub-sublessee, or any other Person except such Additional
Insured, (v) shall provide that the insurers shall waive any rights of
subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section  15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

         (d)     REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                       38
<PAGE>   44

covering the risks and in the amounts required by this Section  15
(specifically referring to this Section  15) are in full force and effect and
that, in the opinion of such broker, the insurance then carried and maintained
in respect of the Aircraft is adequate to protect the interests of each
Additional Insured and otherwise complies with the terms of this Section  15,
and including (i) confirmation that the insurance has been placed with
insurers, giving the name of each insurer, the amount for which it insures (and
any portion thereof which is subject to a deductible), and the period of the
policy, and (ii) confirmation that all premiums due to the insurers have been
paid.  Such report will provide that the broker will notify the Additional
Insureds in writing promptly of any defaults in the payment of any premium and
of any other act or omission on the part of the Sublessee or any sub-sublessee
or of any event of which such broker has knowledge which might invalidate or
render unenforceable, in whole or in part, any insurance for the Airframe, any
Engine, or any Propeller.

         (e)     OTHER INSURANCE.  If the Sublessee fails to maintain insurance
as required by the terms of this Section 15, any Additional Insured may, after
making a good faith attempt to give reasonable advance notice to the Sublessee
of such Additional Insured's intent to do so, provide such insurance and, in
such event, the Sublessee shall, upon demand, reimburse such Additional Insured,
as Supplemental Rent, for the cost thereof, without waiver of any other rights
such Additional Insured may have. Nothing in this Sublease shall prohibit the
Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or any Loan
Participant from insuring the Airframe, any Engine, or any Propeller or its
interest therein at its own expense in an amount in excess of that required to
be maintained by the Sublessee hereunder, provided that such excess insurance in
no way limits the availability of any insurance required to be maintained by the
Sublessee hereunder.

         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor and
the other Additional Insureds shall accept, in lieu of insurance against any
risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

         16.     SUB-SUBLEASE; POSSESSION.

         (a)     SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not, without
the Sublessor's prior written consent, assign any of the Sublessee's rights
hereunder or sub-sublet or otherwise relinquish possession of the Airframe, any
Engine, or any Propeller, or permit any Engine or Propeller to be installed on
any airframe or engine other than the Airframe or an Engine, provided that, so
long as no Default exists at the beginning of such sub-sublease,
relinquishment, or installation, the Sublessee (or, if under a sub-sublease
with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but only with
respect to clauses (i) through (v) and (vii) of this Section  16(a)) may,
without the Sublessor's prior written consent:

                 (i)      subject any Engine or Propeller to normal pooling
         arrangements customary in the United States airline industry and
         entered into in the ordinary course of its business





                                       39
<PAGE>   45

         with any Permitted Air Carrier, provided that no transfer of title to
         such Engine or Propeller is contemplated or required in connection
         therewith (but if the Lessor's title to any such Engine or Propeller
         is divested under any such arrangement, such divestiture shall be
         deemed to be an Event of Loss to such Engine or Propeller and the
         Sublessee (or such Permitted Sub-Sublessee) shall comply with Section
         14(b) in respect thereof;

                 (ii) deliver possession of any Item to any qualified
         organization for testing, maintenance, or overhaul work or for
         Improvements to the extent required or permitted by Section  12;

                 (iii) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee) free and
         clear of all Liens, except (aa) Permitted Liens, (bb) Liens that do
         not apply to such Engine or Propeller, (cc) the Lien of any agreement
         which effectively provides that such Engine or Propeller shall not
         become subject to the Lien thereof, notwithstanding the installation
         of such Engine or Propeller on any airframe or engine subject to the
         Lien of such agreement, unless and until the Sublessee (or such
         Permitted Sub-Sublessee) becomes the owner of such Engine or
         Propeller, and (dd) those created by the rights of other Permitted Air
         Carriers under normal interchange or pooling agreements which are
         customary in the United States airline industry and do not contemplate
         or require the transfer of title to such Engine or Propeller;

                 (iv) install any Engine or Propeller on an airframe or engine
         leased to the Sublessee (or such Permitted Sub-Sublessee) or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement, so long as such Engine
         or Propeller does not become subject to a Lien (other than a Permitted
         Lien);

                 (v)      install any Engine or Propeller on an airframe or
         engine owned by the Sublessee (or such Permitted Sub-Sublessee),
         leased to the Sublessee (or such Permitted Sub-Sublessee), or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement under circumstances where
         neither clause (iii) nor clause (iv) above applies (but such
         installation shall be deemed an Event of Loss to such Engine or
         Propeller and the Sublessee shall comply with Section  14(b) in
         respect thereof, the Sublessor and the Lessor not intending hereby to
         waive any right or interest it may have to or in such Engine or
         Propeller under applicable law until compliance by the Sublessee with
         Section  14(b));

                 (vi) with the Sublessor's prior written consent (which shall
         not be unreasonably withheld), sub-sublease the Aircraft to any
         Permitted Air Carrier which is not bankrupt or the subject of
         proceedings to declare it bankrupt or the subject of proceedings for
         reorganization pursuant to any existing or future bankruptcy laws (the
         Sublessee to deliver to the Sublessor at least 30 days' prior written
         notice of any proposed sub-sublease including a description thereof);
         or





                                       40
<PAGE>   46

                          (vii) transfer possession of any Item to the United
                 States of America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub-sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section  20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

         (b)     SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N633AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

                 (i)      require the sub-sublessee to enter into an agreement,
                 in form and substance reasonably satisfactory to the Primary
                 Sublessor or its assignee, attorning to and recognizing the
                 Primary Sublessor or its assignee as the sub-sublessor
                 hereunder and reconfirming all of the obligations of the
                 sub-sublessee hereunder, or

                 (ii) terminate this sub-sublease and require prompt delivery
                 by the sub-sublessee of the Aircraft to the Primary Sublessor
                 or its assignee, in accordance with the provisions of Section
                 ___ hereof.





                                       41
<PAGE>   47

                 Unless the sub-sublessee shall have received any such
         written notice from the Primary Sublessor or its assignee
         requiring attornment or terminating this sub-sublease, the
         sub-sublessee shall be and remain fully obligated hereunder
         notwithstanding the continuance of any Event of Default under the
         Primary Sublease or any termination thereof.

         (c)     SUBLESSOR WAIVER.  The Sublessor hereby agrees (and warrants
that the Lessor has agreed in the Lease), for the benefit of each lessor or
secured party of any engine or propeller leased to the Sublessee (or any
Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted
Sub-Sublessee) subject to a conditional sale or other security agreement, that
the Sublessor and the Lessor shall not acquire or claim, as against such lessor
or secured party, any right, title, or interest in any engine or propeller as
the result of the installation of such engine or propeller on the Airframe or
an Engine at any time while such engine or propeller is subject to such lease
or conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

         17.     EVENTS OF DEFAULT.

         Each of the following shall continue an "Event of Default":

         (a)     Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

         (b)     Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section  15.

         (c)     Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section  16(a), or a violation of Section  5(b)(2) occurs.

         (d)     Sublessee Covenants.  The Sublessee fails to perform any other
covenant or agreement to be performed by it under the Operative Documents, and
such failure continues for 15 days after the Sublessee receives written notice
thereof.

         (e)     Sublessee Representations.  Any representation or warranty of
the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

         (f)     Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                       42
<PAGE>   48

timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S.  Bankruptcy Code.

         (g)     Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

         (h)     Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

         (i)     Judgments.  One or more judgment(s) is/are rendered by one or
more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

         (j)     ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section  4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section  4042 of ERISA, or
any proceeding shall be commenced under Section  4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

         (k)     Repudiation.  The Sublessee denies any further liability under
any Operative Document.

         (l)     Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

         18.     REMEDIES.

         (a)     GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section  17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                       43
<PAGE>   49

Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                 (i)      cancel (in the sense of UCC Section  2A-505(1)) this
         Sublease or require the Sublessee, upon the Sublessor's demand (and at
         the Sublessee's cost and expense), to return promptly, and the
         Sublessee hereby agrees that it shall return promptly, all or such
         part of the Aircraft as the Sublessor so demands, to the Sublessor or
         its designee in the manner and condition required by, and otherwise in
         accordance with all the provisions of, Section  7 as if the Aircraft
         were being returned at the end of the Term, or if the Sublessee does
         not so deliver such Item(s), the Sublessor or the Sublessor's agent,
         at the Sublessor's option, may (but shall be under no obligation to)
         enter upon the premises where all or any part of the Aircraft is (or
         is believed by the Sublessor possibly to be) located and take
         immediate possession of and remove the same (together with any engine
         or propeller that is installed on the Airframe or any Engine or
         installed engine, subject to the rights of any owner, lessor, lienor,
         or secured party of such engine or propeller) by summary proceedings
         or otherwise, all without becoming liable for or by reason of such
         entry or taking of possession or removal, whether for the restoration
         of damage to property caused by such action or otherwise;

                 (ii) with or without taking possession thereof, sell any Item
         at public or private sale, as the Sublessor, in its sole discretion,
         shall determine, free and clear of any rights of the Sublessee, or
         otherwise dispose of, hold, use, operate, lease to others, or keep
         idle any Item as the Sublessor, in its sole discretion, may determine,
         all free and clear of any rights or claims of the Sublessee and
         without any duty to account to the Sublessee with respect to such
         action or inaction or for any proceeds with respect thereto, except as
         otherwise provided herein (and to the extent, if any, that notice of
         sale is required, the Sublessee agrees that 10 days' notice of the
         date, time, and place (and terms, in the case of a private sale) is
         reasonable);

                 (iii) whether or not the Sublessor shall have exercised, or
         shall thereafter at any time exercise, any of its rights under clause
         (i) or (ii) above with respect to any Item, the Sublessor, by written
         notice to the Sublessee specifying a payment date (the "Default
         Payment Date")) which shall be the Basic Rent Date (or, if there are
         no further Basic Rent Dates, then any date) following the date of such
         notice, may cause the Sublessee to pay to the Sublessor, and the
         Sublessee shall pay to the Sublessor, on the Default Payment Date, as
         liquidated damages for loss of a bargain and not as a penalty (and in
         lieu of all Basic Rent accruing on or after the Default Payment Date),
         any unpaid Basic Rent due prior to the Payment Date (together with
         interest on such amount at the Late Payment Rate from the Basic Rent
         Dates as of which such Rent was not paid until the actual date of
         payment of such amount), plus whichever of the following amounts the
         Sublessor, in its sole discretion, shall specify in such notice: (x)
         an amount equal to the excess, if any, of (aa) the Basic Rent for any
         or all of the Item(s) (as specified by the Sublessor), due on or after
         the Default Payment Date, over (bb) the aggregate Fair Market Rental
         Value of such Item(s) for the remaining





                                       44
<PAGE>   50

         Term, after discounting each to present value as of the Default
         Payment Date at the Debt Rate, or (y) an amount equal to the excess,
         if any, of (aa) the Stipulated Loss Value for any or all of the
         Item(s) (as specified by the Sublessor), as of the Default Payment
         Date over (bb) the Fair Market Value of such Item(s);

                 (iv) if the Sublessor sells any Item(s), the Sublessor may
         elect, in lieu of exercising its rights under clause (iii) with
         respect to such Item, to require the Sublessee to pay to the
         Sublessor, and the Sublessee in such event shall pay to the Sublessor,
         on the date of such sale, as liquidated damages for loss of a bargain
         and not as a penalty (and in lieu of all Basic Rent accruing after
         such sale occurs), any unpaid Basic Rent due on or before such sale
         date (together with interest on such amount at the Late Payment Rate
         from the Basic Rent Dates as of which such Rent was not paid until the
         actual date of payment of such amount) plus the amount of any
         deficiency between the net proceeds of such sale and the Stipulated
         Loss Value of the Aircraft or such Item(s), as of the date of such
         sale (or, if such date is not a Basic Rent Date, then the Basic Rent
         Date following the sale date), together with interest on such
         Stipulated Loss Value at the Late Payment Rate from the Basic Rent
         Date as of which such Stipulated Loss Value is determined until the
         date of actual payment of such amount;

                 (v)      in lieu of exercising its rights under clauses
         18(ii), (iii), and (iv) for any particular Item, the Sublessor may, by
         notice to the Sublessee specifying a payment date not earlier than 10
         days or more than 30 days from the date of such notice, require the
         Sublessee to pay to the Sublessor, and the Sublessee shall pay to the
         Sublessor, on the payment date specified in such notice, as liquidated
         damages for loss of a bargain, and not as a penalty, and in lieu of
         any further payments of Basic Rent hereunder with respect to such
         Item, an amount equal to the sum of (aa) all unpaid Rent payable on or
         before the date of payment specified in such notice plus (bb) the
         Stipulated Loss Value for such Item computed as of the Basic Rent Date
         on (or, if such payment date is not a Basic Rent Date, then the
         following Basic Rent Date) the date of payment specified in such
         notice together with interest, if any, at the Late Payment Rate on the
         amount of such Rent and Stipulated Loss Value from the payment date
         specified in such notice until the date of actual payment; and upon
         such payment of liquidated damages and all other Rent then due and
         payable by the Sublessee hereunder, the Lessor shall transfer "as is,
         where is and with all faults", without any representation, recourse,
         or warranty whatsoever, express or implied (except as to the absence
         of Lessor Liens), such Item to the Sublessee, and the Lessor shall
         execute and deliver such documents evidencing such transfer and take
         such further action in connection therewith as the Sublessee shall
         reasonably request. In addition, the Sublessor may, within 30 days
         after the Sublessee shall make payment of all amounts required above,
         give the Sublessee written notice requesting that the Fair Market
         Value of the Item as of the date on which Stipulated Loss Value was
         computed pursuant to subclause (bb) of this clause (v) be determined;
         and if such Fair Market Value as of such date is determined to exceed
         the Stipulated Loss Value of such Item paid pursuant to this clause
         (v), the Sublessee shall immediately pay the amount of such excess to
         the Sublessor;





                                       45
<PAGE>   51

                 (vi)     the Sublessor may proceed by appropriate court action
         or otherwise to enforce the terms hereof, including payment of
         periodic Basic Rent, or to recover damages for the breach hereof;

                 (vii)    the Sublessor or any other Indemnitee may enforce
         payment of Supplemental Rent; or

                 (viii)   the Sublessor may exercise any other right or remedy
         then available to it under applicable law.

         In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section  7, or (4) placing any Item in the
condition and airworthiness required by Section  7, which amounts shall be
reimbursed on an After-Tax Basis.

         (b)     SUBLESSEE WAIVER.  To the extent now or hereafter permitted by
applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

         (c)     REMEDIES CUMULATIVE.  No remedy referred to herein is intended
to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Section  18 or otherwise available to the Sublessor
at law or in equity. No express or implied waiver by the Sublessor of any
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                       46
<PAGE>   52

         19.      [  *  ] INDEMNITY.

         (a)     INDEMNITY.  [  *  ]





 [  *  ]





         (b)     EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


 [  *  ]





         (c)     REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise would
have to such Indemnitee under this Section 19 (except to the extent that such
Indemnitee's failure to give reasonable notice to the Sublessee increases the
amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19).  So long as no Default exists, the Sublessee may assume control
of the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section 19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee.  However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee shall
be obligated under this Section  19 irrespective of whether the Indemnitee is
also indemnified against the same matter under any other Operative Document or
other document by any other Person, and the Indemnitee may proceed directly
against the Sublessee under this Section  19 without first resorting to any
such rights of indemnification except as such rights exist against ATR.  Upon
the payment in full of any indemnities due and owing under this Section  19,
the Sublessee shall be subrogated to any right of the Indemnitee in respect of
the matter against which indemnity has been given.  The Sublessee's indemnities
in this Section 19 shall survive expiration, cancellation, or termination of 
this Sublease and the return of the Aircraft.

         (e)     COMPUTATIONS.  Any payment or indemnity pursuant to this
Section  19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section  19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                       48
<PAGE>   54

         (f)     ATR OBLIGATIONS.  This Section  19 does not supersede or
modify any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

         20.     PURCHASE OPTIONS.

         (a)     PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section  16 of the Lease.

         (b)     PURCHASE.  On the purchase date specified by the Sublessee
under Section  20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

         21.     NOTICES.

         All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


         22.     SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

         This Sublease shall bind, and (subject to limitations in the Operative
Documents) shall benefit and may be enforced by, (i) the Sublessor and its
successors and assigns, and (ii) the Sublessee and its successors and assigns.
The indemnities in Section  11 and 19 shall, in accordance with their terms,
benefit the Indemnitees.

         23.     ACKNOWLEDGEMENT OF ASSIGNMENT.

         After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                       50
<PAGE>   56

the Lessor or the Loan Trustee.  If the Lease is cancelled or terminated
pursuant to Section  15 thereof, the Lessor may, at its option, by written
notice to the Sublessee after the date of such termination, require the
Sublessee to enter into an agreement in form and substance satisfactory to the
Sublessee and the Lessor attorning to and recognizing the Lessor as the
Sublessor hereunder and reconfirming all of the obligations of the Sublessee
hereunder.

         Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

         24.     MISCELLANEOUS.

         (a)     AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

         (b)     SURVIVAL OF AGREEMENTS.  Except as otherwise provided herein
or therein, all agreements, indemnities, representations, and warranties in
this Sublease or any other Operative Document shall survive the execution and
delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

         (c)     SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

         (d)     ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings.  This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

         (e)     COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                       51
<PAGE>   57

         (f)     FURTHER ASSURANCES.  On the Closing Date, the Sublessee will
cause this Sublease (including the Sublease Supplement) to be duly filed and
recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

         (g)     RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

         (h)     GOVERNING LAW.  This Sublease is being delivered in Georgia,
and shall be governed by and construed in accordance with the laws of Georgia
(excluding any conflict-of-laws rule that would apply the laws of any other
jurisdiction).

         (i)     HEADINGS.  The headings in this Sublease are for convenience
of reference only, and are not a substantive part of this Sublease.

         (j)     SECTION 1110 COMPLIANCE.  Notwithstanding any provision herein
or elsewhere contained to the contrary, it is understood and agreed among the
parties hereto that the transactions contemplated by this Sublease are
expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section 1110 of the U.S. Bankruptcy Code.

         (k)     TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

                 (2)      the initial and ongoing fees and expenses (including
         reasonable legal fees) of the Lessor and the Loan Trustee;

                 (3)      the fees of D'Accord Financial Services, Inc. for
         arranging the financing; and

                 (4)      the fees and expenses, including those of The
         Corporation Trust Company, for establishing and administering the
         Sublessor.

         All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N633AS].


                                        ANTOINE FINANCE CORPORATION,
                                         Sublessor

                                        By /s/ Kim E.  Lutthans
                                          -------------------------------------
                                        Title: Vice President
                                              ---------------------------------

                                        ATLANTIC SOUTHEAST AIRLINES, INC.,
                                         Sublessee

                                        By
                                          -------------------------------------
                                        Title:
                                              ---------------------------------


[This is the Original counterpart for chattel paper purposes.]
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N633AS].


                               ANTOINE FINANCE CORPORATION,
                                Sublessor
                               
                               By
                                 -----------------------------------------
                               Title: 
                                     -------------------------------------
                               
                               ATLANTIC SOUTHEAST AIRLINES, INC.,
                                Sublessee
                               
                               By /s/ Ronald V.  Sapp
                                 -----------------------------------------
                               Title: Vice President-Finance and Treasurer
                                      ------------------------------------

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       55
<PAGE>   61

                                                                       EXHIBIT A
                                                                     to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N633AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                          SUBLEASE SUPPLEMENT [N633AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N633AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

         The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

         All terms that are defined in the Sublease Agreement and not in this
Sublease Supplement have the same meanings in this Sublease Supplement as in
the Sublease Agreement.

         1.  THE AIRCRAFT.

         The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

         2.  SUBLESSEE'S REPRESENTATIONS.

         The Sublessee hereby represents and warrants that, on the date of this
Sublease Supplement: (a) the Sublessee's representations and warranties in the
Sublease are true and correct in all material respects as though made on and as
of the date of this Supplement, and (b) no Default exists.

         3.  MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N633AS].

                                        ATLANTIC SOUTHEAST AIRLINES, INC.,
                                         Sublessee


                                        By
                                          ------------------------------------
                                        Title:
                                              --------------------------------

                                        ANTOINE FINANCE CORPORATION,
                                         Sublessor


                                        By
                                          ------------------------------------
                                       Title:
                                             ---------------------------------


[This is the "Original" counterpart for chattel paper purposes.]

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N633AS and manufacturer's
serial no. 344, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127025 and 127023, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930512 and 930414, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N633AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


         The Stipulated Loss Value for the Aircraft shall be the percentage of
its Aircraft Cost set forth opposite the applicable Basic Rent Date:


          Basic Rent Date                  Stipulated Loss Value*
          ---------------                  ----------------------

                              [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section  3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section  3(h)
of the Sublease Agreement.
<PAGE>   66

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                       C-1
<PAGE>   67

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                       C-2
<PAGE>   68

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                       C-3
<PAGE>   69

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                       C-4
<PAGE>   70


N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                       C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


                 LESSOR:


                                        Wire transfer of immediately available
                                        funds to First Security Bank of Utah, 
                                        N.A., 79 South Main Street, Salt Lake 
                                        City, Utah 84111, Attn: Corporate Trust
                                        Department, ABA #124-0000-12, account 
                                        no. 051-0922115.  Re: ATR-ASA (1995).


                 OWNER PARTICIPANT:

                                        Wire transfer of immediately available
                                        funds to First Union National Bank of 
                                        North Carolina, 301 S. College Street, 
                                        20th Floor, One First Union Center, 
                                        Charlotte, NC 28202-0738, Attn: Pat 
                                        Parr, ABA # 053000219, account no.
                                        20 704 825 41513, Re: ATR N633AS.


                 LOAN TRUSTEE:

                                        Wire transfer of immediately available
                                        funds to Shawmut Bank Connecticut, 
                                        National Association, 777 Main Street,
                                        Hartford, CT  06115, Attn: Corporate 
                                        Trust Administration, ABA 
                                        #______________, account no.
                                        ___________, Re: ATR N633AS.





                                      66
<PAGE>   72

                 LOAN PARTICIPANT:

                                        Wire transfer of immediately available
                                        funds to______________________________
                                        ______________________________________
                                        ______________________________________.


                 SUBLESSOR:

                                        Wire transfer of immediately available
                                        funds to BankAmerica International, 
                                        New York, for the account of Bank of
                                        America NT&SA, London, account no. 
                                        37-60564, in favor of Bank of America
                                        International Limited, account no. 
                                        10985218, Re: ATR-ASA.





                                      67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N633AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N633AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N633AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N633AS].

                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                             Sublessee
                                 
                                 By /s/ Ronald V. Sapp
                                    ----------------------------------------
                                 Title: Vice President-Finance and Treasurer
                                        ------------------------------------
                                 
                                 
                                 ANTOINE FINANCE CORPORATION,
                                             Sublessor
                                 
                                 By /s/ Kim E. Lutthans
                                    ----------------------------------------
                                 Title: Vice President
                                       -------------------------------------



[This is the "Original" counterpart for chattel paper purposes.]

                                                                        [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       C-2
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N633AS and manufacturer's
serial no. 344, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127025 and 127023, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930512 and 930414, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.

<PAGE>   76

[N633AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

          Basic Rent Date                       Stipulated Loss Value*
          ---------------                       ----------------------


                                                [See attached table]





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section  3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section  3(h) of the Sublease Agreement.
<PAGE>   78

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

             Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                       C-1
<PAGE>   79

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                       C-2
<PAGE>   80

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                       C-3
<PAGE>   81

N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                       C-4
<PAGE>   82


N633AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                       C-5
<PAGE>   83


================================================================================





                   SUBLEASE TAX INDEMNITY AGREEMENT [N633AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84

                               TABLE OF CONTENTS

                                                                            Page

         [  *  ]





<PAGE>   85


         This Sublease Tax Indemnity Agreement [N633AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N633AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

         [  *  ]
<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N633AS].


                                  ATLANTIC SOUTHEAST AIRLINES, INC.,
                                    (Sublessee)
                                  
                                  By /s/ Ronald V. Sapp                       
                                    -------------------------------------------
                                  
                                  Title: Vice President-Finance and Treasurer  
                                        ---------------------------------------
                                  
                                  
                                  
                                  ANTOINE FINANCE CORPORATION
                                    (Sublessor)
                                  
                                  By /s/ Kim E. Lutthans                      
                                    -------------------------------------------
                                  
                                  Title: Vice President                        
                                        ---------------------------------------
<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N633AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section  20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.
<PAGE>   88



        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.





                                       2
<PAGE>   89




        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.


        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.



                               AVIONS DE TRANSPORT REGIONAL,
                               a Groupement d'Interet Economique
                               
                               
                               By: Joel Le Breton                       
                                  -----------------------------------
                               Title: Attorney-in-Fact                
                                     --------------------------------
                               
                               
                               FIRST SECURITY BANK OF UTAH, N.A.
                               
                               
                               By: /s/ Nancy M. Dahl                     
                                  -----------------------------------
                               Title: Assistant Vice President        
                                     --------------------------------
                               
                               
                               FIRST UNION COMMERCIAL CORPORATION
                               
                               
                               By: /s/ Michael L. Taylor               
                                  -----------------------------------
                               Title: Vice President                        
                                     --------------------------------





                                       3
<PAGE>   90



                                SHAWMUT BANK CONNECTICUT,
                                NATIONAL ASSOCIATION
                                
                                
                                By: /s/ Steven Cimalore                
                                   -----------------------------------
                                Title: Vice President                     
                                      --------------------------------
                                
                                
                                NEWCOURT CREDIT GROUP, INC.
                                
                                
                                By: /s/ Frank J.  Raponi              
                                   -----------------------------------
                                Title: Vice President                    
                                      --------------------------------





                                       4

<PAGE>   1


                                 EXHIBIT 10(h)

               Confidential treatment has been applied for with
               respect to certain provisions of this Exhibit, which
               provisions have been omitted from this Exhibit,
               marked with an asterisk (*) and filed separately with
               the SEC.
<PAGE>   2

         Certain of the Sublessor's rights in this Sublease have been assigned
         to, and are subject to a security interest in favor of, Shawmut Bank
         Connecticut, National Association, as Loan Trustee under a Loan and
         Security Agreement.  This Sublease has been executed in counterparts.
         See Section  24(e) for information concerning the rights of holders of
         the various counterparts.

================================================================================





                          SUBLEASE AGREEMENT [N634AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>      <C>                                                                                                           <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE  . . . . . . . . . . . . . . . . . . .  10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>





                                       i
<PAGE>   4

<TABLE>
<S>      <C>                                                                                                           <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
         INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
</TABLE>





                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                                                    <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.       [  *  ] INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values
</TABLE>





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N634AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


         1.      DEFINITIONS; USAGE.

         (a)     DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section  4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person.  For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).
<PAGE>   7

         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section  3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section  3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section  18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

         [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section  12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section  17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section  7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section  18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section  18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section  7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section  18(a)(iii) such shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section  18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section  5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

         Improvement: defined in Section  12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


         Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

         Lease:  the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

         Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

         Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

         Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

         Loan:  a non-recourse loan made by a Loan Participant to the Lessor.

         Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

         Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

         Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

         Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

                 (1)      the present value as of such date of the installments
         of principal and interest payable on the Loan Certificates outstanding
         (assuming the Loan Certificates were paid in accordance with the terms
         thereof and also assuming, for any date on or before the [  *  ]
         anniversary of the Closing Date, that the principal amount of the Loan
         Certificates shall be paid in full on the [  *  ]  anniversary of the
         Closing Date), computed by Newcourt Credit Group Inc. (or any
         successor "Quoting Agent" under the Mortgage) using a discount rate
         equal to the average yield to maturity compounded monthly for
         marketable United States





                                       5
<PAGE>   11

         Treasury securities having a constant maturity (as indicated on the
         Telerate Screen or, if that is not then available, any publicly
         available source of similar market data acceptable to the Loan
         Participants), closest to the then-remaining Weighted Average Life to
         Maturity of the Loan Certificates over

                 (2)      the outstanding principal amount of the Loan
         Certificates as of such date (assuming the Loan Certificates were paid
         in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.


"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate.  "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [  *  ]  anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [  *  ]  anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

         Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

         Mortgage: the Loan and Security Agreement, dated as of March 31, 1995,
between the Loan Trustee and the Lessor, pertaining to the Aircraft.





                                       6
<PAGE>   12

         Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

         Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [  *  ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

         Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

         PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

         Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

         Parts: all appliances, parts, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature (other than complete
Engines, engines, Propellers, propellers, or parts thereof with respect to the
Airframe; other than Propellers, propellers, or parts thereof with respect to
an Engine; and other than Removable Improvements or parts thereof), from time
to time incorporated in the Airframe, an Engine, or a Propeller (or removed
therefrom, if title remains in the Lessor under Section  12(d)).

         Payment/Bankruptcy Default: a Default as set forth in Section  17(a)
or (g), or an Event of Default.

         Permitted Air Carrier: (1) any United States "air carrier" (as defined
in Section  101(3) of the Federal Aviation Act) who is a Section 1110 Person,
or (2) after December 31, 2002, (a) any foreign air carrier that is principally
based in and operating pursuant to a license issued under the laws of a country
that has ratified the Convention on the International Recognition of Rights in
Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the British
Commonwealth, except in either case any country that does not then maintain
full diplomatic relations with the United States and Canada or in which it
would constitute a breach of applicable law for the Sublessor, the Lessor, the
Loan Trustee, the Owner Participant, or any Loan Participant to engage directly
or indirectly in business, or (b) ATR or any Affiliate of ATR.

         Permitted Lien: a Lien permitted under Section  10.

         Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).





                                       7
<PAGE>   13

         Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

         Propeller: either of the two Hamilton Standard model 247F-1 propellers
listed by manufacturer's serial number in the Equipment Schedule, whether or
not from time to time installed on the Airframe or an Engine or on any other
airframe or engine, including any Replacement Propeller substituted for a
Propeller under this Sublease, and including all Parts incorporated in such
propeller (or removed therefrom, if title thereto remains in the Lessor under
Section 12(d)).

         Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

         Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

         Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

         Removable Improvements: defined in Section  12(e).

         Renewal Term: defined in Section  3(h).

         Rent: Basic Rent and Supplemental Rent.

         Replacement Engine: a Pratt & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section  7(c) or 12(b).

         Replacement Parts: defined in Section  12(d).

         Replacement Propeller: a Hamilton Standard model 247F-1 propeller of a
model year the same as or later than, and having a value, utility, performance,
efficiency, and remaining useful life at least equal to, the propeller replaced
(determined without regard to hours or cycles remaining until the next
scheduled overhaul, but assuming that the propeller replaced was in the
condition required by this Sublease), which is substituted for a Propeller
hereunder pursuant to Section  7(c) or 12(b).

         Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section  40102) holding an air carrier operating certificate issued
by the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.





                                       8
<PAGE>   14


         SLV Date: defined in Section  14(a)(ii).

         Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section  3(h), in
either case adjusted as required by Section  3(d).

         Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

          [  *  ]

         Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

         Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section  3(c).

         Term: the Basic Term and any Renewal Term(s).

         Termination Date: the [  *  ] anniversary of the date of this Sublease.

         Transaction Documents:  the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [  *  ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
bill of sale and FAA Bill of Sale for the Aircraft.

         Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

         (b)     USAGE.  Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to".  "Or" means one or more, or
all, of the alternatives listed or described.  "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears).  References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.





                                       9
<PAGE>   15

         2.      AGREEMENT TO SUBLEASE AIRCRAFT.

         The Sublessor shall lease the Aircraft to the Sublessee hereunder, and
the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

         3.      TERM AND RENT; [  *  ]; RENEWAL.

         (a)     TERM.  The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

         (b)     BASIC RENT.  The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft.  To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

         (c)     SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

                 (1) on the date provided herein or in the applicable Operative
         Documents, any amount (other than Basic Rent or Stipulated Loss Value)
         which the Sublessee assumes, in writing, the obligation to pay, or
         agrees, in writing, to pay, under any Operative Document to any
         Indemnitee;

                 (2)      on the date provided herein, any amount payable
         hereunder as Stipulated Loss Value (including any Make-Whole Premium
         included therein); and

                 (3)      on demand, to the extent permitted by applicable law,
         interest (computed on the basis of a 360-day year and actual days
         elapsed) at the Late Payment Rate on any payment of Rent to the extent
         not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE.
Basic Rent shall be adjusted as of the [  *  ] anniversary of the Closing Date,
based on the difference between the Debt Rate effective on the Closing Date and
the Debt Rate effective on the [  *  ] anniversary of the Closing Date, in the
manner described in Exhibit B to the Sublease Supplement.  Stipulated Loss
Value and the [  *  ] under this Sublease shall be adjusted to equal Stipulated
Loss Value and the





                                       10
<PAGE>   16

[  *  ] under the Lease.  Basic Rent and Stipulated Loss Values also shall be
adjusted to the extent provided by the Sublease Tax Indemnity Agreement.

         Any adjustment required by this Section  3(d) shall be determined by
the Sublessor, subject to verification by Sublessee, and shall be effective as
soon as possible.  Such adjustment shall be evidenced by the execution and
delivery by the Sublessor and the Sublessee of a sublease amendment, but
failure to execute and deliver such sublease amendment shall not prevent or
delay the effectiveness of the adjustment required by the preceding paragraph.
If requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section  3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount.  Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct.  The Verifying Firm shall be requested to make its
determination within 30 days.  If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations.  The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor.  In the absence of manifest error, such
verification shall be final and binding on the parties hereto.  The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

         (e)     PAYMENT.  Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee).  All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

          [  *  ]





                                       11
<PAGE>   17

[  *  ]





         (g)     RENEWAL OPTION.  Unless a Payment/Bankruptcy Default or Event
of Default exists at the time of the giving of irrevocable notice referred to
in this paragraph or at the time of the commencement of the applicable Renewal
Term, the Sublessee, at its option, may renew this Sublease for up to three
years, in one or two successive renewal terms (each a "Renewal Term"), with the
first Renewal Term to commence upon the expiration of the Basic Term. Each
Renewal Term shall be for at least one year.  This renewal right shall be
exercised upon irrevocable written notice from the Sublessee to the Sublessor
of the Sublessee's election so to renew this Sublease given not less than 180
days and not more than 360 days before the end of the Basic Term or any Renewal
Term.  That notice shall explicitly request that the Sublessor give notice to
the Lessor to renew the Lease under Section  3(h) thereof.  If the Sublessee
fails to exercise any option to extend the term of this Sublease for any
Renewal Term in accordance with the provisions of this paragraph, all of the
Sublessee's rights to extend the term hereof for such Renewal Term and any
subsequent Renewal Term shall expire.

         All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

         4.      NET SUBLEASE.

         This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any





                                       12
<PAGE>   18

abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part.  To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

         5.      REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

         (1)     Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business





                                       13
<PAGE>   19

substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

         (2)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.  The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

         (3)     Government Approvals, Notices, and Filings.  No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

         (4)     Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

         (5)     Taxes. The Sublessee has filed all tax returns which it was or
is required to file, and has paid all taxes shown to be due and payable on such
returns or on any assessment received by it, except any such taxes as are being
contested diligently in good faith, and by appropriate proceedings, and as to
which adequate reserves have been provided in accordance with GAAP.

         (6)     Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation





                                       14
<PAGE>   20

applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

         (7)     ERISA.  The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section  502(c) of ERISA or any tax imposed by Code Section  4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section  3 of ERISA) maintained by
Sublessee.  There has been no reportable event (as defined in Section  4043(b)
of ERISA) with respect to any such employee pension benefit plan.  There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation.  No accumulated funding deficiency
(as defined in Section  302 of ERISA or Code Section  412), whether or not
waived, exists with respect to any such employee pension benefit plan.

         (8)     No Sublease Default or Event of Loss.  No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby.  No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

         (9)     Title.  On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

         (10)    Condition of Aircraft.  On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

         (12)    Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

         (13)    Section 1110.  The Sublessee is a Section 1110 Person.  At all
times during the Term, the Sublessor shall be entitled to the benefits of
Section  1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.





                                       15
<PAGE>   21

         (14)    Subsidiaries; Stock Ownership.  The Sublessee owns 100% of the
outstanding stock of ASA Investments, Inc. and has no material stock or other
equity investment in any other corporation, partnership, or other Person.

         (15)    Investment Company Status.  The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

         (b)     SUBLESSEE'S AGREEMENTS.  The Sublessee agrees that:

         (1)     Corporate Existence.  The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section  5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

         (2)     Merger, Sale, etc.; Change in Control.  The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

                 (aa)     the corporation formed by such consolidation or the
         person who acquires by conveyance, transfer, or lease all or
         substantially all of the Sublessee's assets as an entirety (the
         Successor) or the Sublessee, as applicable, (x) is a corporation
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and (y) is a Section 1110
         Person; and, in the case of such consolidation, sale, conveyance,
         transfer, or lease, the Successor (i) executes and delivers to the
         Sublessor an agreement, in form and substance satisfactory to the
         Sublessor, containing an assumption by the Successor of the due and
         punctual performance and observance of Sublessee's obligations under
         the Operative Documents, and (ii) makes such filings and recordings,
         including any filing or recording with the FAA pursuant to the Federal
         Aviation Act and any filing under the UCC, as are necessary to
         evidence such consolidation, merger, sale, conveyance, transfer, or
         lease with or to the Successor;

                 (bb)     immediately after giving effect to such transaction,
         (x) no Default exists, and (y) the Successor's business, assets,
         operations, condition (financial or otherwise), and financial and
         other ability to perform its obligations under the Lease will not be
         adversely affected by such transaction in any material respect;

                 (cc)     immediately after giving effect to such transaction
         and for at least 90 days thereafter, the Sublessee or the Successor
         (as applicable) shall maintain a minimum tangible net worth (in
         accordance with GAAP) of [  *  ]; and





                                       16
<PAGE>   22


                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

         Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein.  No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party.  Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

         "Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise.  A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

         (3)     Relocation of UCC Office.  The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

         (4)     Financial Statements.  The Sublessee shall furnish to the
Sublessor:

                 (aa)     within 45 days after the end of each of the first
         three quarters in each fiscal year, consolidated statements of
         operations of the Sublessee and its consolidated subsidiaries for the
         period from the beginning of the then-current fiscal year to the end
         of such quarterly period, and balance sheets of the Sublessee and its
         consolidated subsidiaries, on a





                                       17
<PAGE>   23

         consolidated basis, as of the end of such quarter, prepared in
         accordance with GAAP and setting forth in each case in comparative
         form figures for the corresponding period in the preceding year, all
         in reasonable detail and certified by the Sublessee's chief financial
         officer, subject to changes resulting from year-end adjustments, and
         the Sublessee's Form 10-Q (or, if the Sublessee is not an
         SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-Q) for such period;

                 (bb)     within 90 days after the end of each fiscal year,
         consolidated statements of operations of the Sublessee and its
         consolidated subsidiaries, for such year, and the balance sheets of
         the Sublessee and its consolidated subsidiaries, on a consolidated
         basis, as of the end of such year, setting forth in each case in
         comparative form corresponding figures from the preceding annual
         audit, all in reasonable detail, and certified to the Sublessee by its
         independent certified public accountants and to the Sublessor by the
         Sublessee's chief financial officer, as presenting fairly the
         financial position and results of operations of the Sublessee and its
         consolidated subsidiaries and as having been prepared in accordance
         with GAAP, and the Sublessee's Form 10-K (or, if the Sublessee is not
         an SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-K) for such period;

                 (cc)     within two Business Days after any officer of the
         Sublessee obtains knowledge of any Default, an officer's certificate
         specifying its nature, the period of its existence, and what action
         the Sublessee proposes to take with respect to it; and

                 (dd)     promptly upon request, such other data or information
         (financial or otherwise) regarding the Sublessee or any Item as the
         Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

         (5)     Compliance with ERISA.

                 (aa)     The Sublessee will, at all times, make all
         contributions that it is required to make to any employee benefit plan
         to which it is a party to meet the minimum funding standards for such
         employee benefit plan, as required by ERISA.

                 (bb)     Within two Business Days after the occurrence of any
         event or circumstance, including any event which is classified as a
         "Reportable Event" under ERISA, in connection with any employee
         benefit plan to which it is a party, that might constitute grounds for
         termination of such an employee benefit plan by the Pension Benefit
         Guaranty Corporation





                                       18
<PAGE>   24

         or might result in the appointment of a trustee by a United States
         District Court under Section  4042 of ERISA to administer such
         employee benefit plan, the Sublessee will provide the Sublessor with
         an officer's certificate describing the event or circumstance, stating
         the reasons for any such action by the Pension Benefit Guaranty
         Corporation or a United States District Court, and specifying the
         action the Sublessee proposes to take with respect thereto.

         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

         (1)  Acquisition for Investment.  The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

         (2)     Due Organization.  The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and perform its obligations under,
each Operative Document to which it is a party.

         (3)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity.  The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

         (4)     No Lessor Liens.  No Lessor Liens exist on the Aircraft.

         (5)     Litigation.  There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.





                                       19
<PAGE>   25

         (6)     Compliance.  The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

         (7)     ERISA.  No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

         (8)     Title to Leased Items.  On the Closing Date, (i) the Sublessor
will receive all such rights to the Aircraft as are necessary for Sublessor's
performance under this Sublease, and (ii) the Aircraft shall be free of Lessor
Liens.

         (9)     Stipulated Loss Value.  The Stipulated Loss Value under this
Sublease shall not exceed the "Stipulated Loss Value" under the Lease except
for any differences arising from the amortization of transaction expenses over
[  *  ]  years in this Sublease rather than over fifteen years in the Lease.

         (10)    Performance Under Lease.  The Sublessor will not breach any of
its obligations under the Lease in a manner that would cause damage to the
Sublessee.

         (d)     SUBLESSOR'S AGREEMENTS.  The Sublessor agrees that:

         (1)     Discharge of Liens.  The Sublessor will, at its own cost and
expense, promptly take such action as is necessary to discharge any Lessor Lien
to the extent attributable to it on any part of the Aircraft; provided, that
the Sublessor may in good faith and with the Sublessee's consent, which shall
not be unreasonably withheld, by appropriate proceedings contest claims or
charges resulting in any such Lien as long as such contest does not involve any
material danger of the sale, forfeiture, loss, or loss of use of any Item or
any interest therein; and the Sublessor shall indemnify and hold harmless the
Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

         (2)     Transfer of Interests.  Except in connection with an exercise
of remedies following an Event of Default, the Sublessor shall not (a) assign,
convey, or otherwise transfer all or any part of its interest in the Aircraft,
or (b) sell or otherwise transfer all or substantially all of its assets and
business, except (in the case of clause (a) or (b)) (i) as required by this
Sublease, or (ii) with the Sublessee's consent, which shall not be unreasonably
withheld, to another Person.  Any such transferee, by an instrument in writing
delivered to the Sublessee, must (aa) expressly assume all the obligations and
liabilities of the Sublessor under the Operative Documents (to the extent
relating to the interest transferred), (bb) make the representations and
warranties of the transferor the Sublessor





                                       20
<PAGE>   26

set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section  101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section  501(b)(1)(A)(ii) of the Federal Aviation Act.  If any
tax loss is incurred as a result of a transfer under this Section  5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

         (3)     Business Activity.  The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

         (4)     Further Assurances.  The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

         6.      CONDITIONS PRECEDENT.

         The Sublessor's and the Sublessee's obligations to execute and deliver
the Sublease Supplement are subject to the fulfillment to the reasonable
satisfaction of each of the following conditions precedent (except that
conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

         (1)     Sublessee's Secretary's Certificate.  The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (2)     Sublessee's Officer's Certificate.  The Sublessee's
representations and warranties in Section  5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

         (3)     Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section  5(a)(1), (2), (3), (4), (6), (13), (14), and (15).





                                       21
<PAGE>   27

         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

         (5)     Sublessor's Secretary's Certificate.  The Sublessee shall have
received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (6)     Sublessor's Certificate.  The Sublessor's representations and
warranties in Section  5(c) shall be true and correct in all material respects
on the Closing Date with the same effect as though made on the Closing Date,
and the Sublessee shall have received a certificate from the Sublessor, dated
the Closing Date, to such effect.

         (7)     Opinion of Sublessor's Counsel.  The Sublessee shall have
received a favorable opinion of Troutman Sanders, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section  5(c) (2), (3), (5), (6) and (8)(i).

         (8)     ATR Certificate.  The Sublessor and the Sublessee shall have
received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

         (9)     ATR Opinion.   The Sublessor and the Sublessee shall have
received favorable opinions of Clifford Chance and Troutman Sanders, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[  *  ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

         (10)    Operative Documents.  The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28


         (f)     the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

         (11)    FAA Opinion.  The Sublessor, ATR, and the Sublessee shall have
received a favorable opinion of Crowe & Dunlevy, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

                 (a)      the FAA Bill of Sale, the Lease (including the Lease
         Supplement thereto), the Mortgage (including the Mortgage Supplement
         thereto), the Trust Agreement, and this Sublease (including the
         Sublease Supplement) are in due form for recording pursuant to the
         Federal Aviation Act, and were duly filed with the FAA on the Closing
         Date;

                 (b)      the FAA Registration Application in the name of the
         Lessor for the Aircraft is in due form for filing and was duly filed
         with the FAA on the Closing Date, and all instruments necessary to
         cause the FAA to issue to the Lessor in due course a certificate of
         aircraft registration for the Aircraft have been duly filed with the
         FAA;

                 (c)      the Lessor has good and marketable title to the
         Airframe, and the Airframe, Engines, and Propellers are free and clear
         of all Liens except (i) Liens created by the Mortgage, the Lease, and
         the Sublease, and (ii) Liens created by documents filed for
         recordation pursuant to the Federal Aviation Act but not shown on
         indices of filed but unrecorded documents available to such counsel
         before filing the documents referred to in subclause (a) above; and

                 (d)      except for the filings described in subclauses (a)
         and (b) above, no filing or recording of any document or instrument
         referred to in those subclauses or any other document or instrument is
         necessary or desirable to establish and perfect the ownership interest
         of the Lessor in the Aircraft in any other place within the United
         States.

         (12)    Insurance Reports.  The Sublessor and ATR shall have received
(a) an insurance report of an independent aircraft insurance broker, dated the
Closing Date, reasonably acceptable to the Sublessor, and the certificates of
insurance, in form and substance reasonably satisfactory to each of them, as to
the due compliance with the terms of this Sublease relating to insurance, and
(b) a certificate signed by an independent aircraft insurance broker, dated the
Closing Date, certifying that the insurance carried and maintained on the
Aircraft complies with the terms of the Lease.

         (13)    Financing Completed. The conditions set forth in Section  10
of the Participation Agreement shall have been met and the closing contemplated
thereby shall have been accomplished.





                                       23
<PAGE>   29

         (14)    Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

         Each opinion of counsel delivered pursuant to this Section  6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

         7.      RETURN OF AIRCRAFT.

         (a)     TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section  20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section  3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor.  The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee.  At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease).  All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

         The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense.  The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates.  Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section  7 in any material respect, then the Sublessor or
its designee shall be entitled to such additional test flights at the
Sublessee's expense as shall be reasonably required by the Sublessor or its
designee to demonstrate correction of the defect and compliance with the
provisions of this Section  7.

         (b)     CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





         At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience.  If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub-Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty bill of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return.  The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

         (d)     AIRWORTHINESS DIRECTIVES.  Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and





                                       26
<PAGE>   32

amendments or changes to the Federal Aviation Regulations as applicable to the
Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations.  The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within
the six-month period after the end of the Term.

         (e)     DEFERRED MAINTENANCE.  There shall be no open, outstanding, or
deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre-delivery inspections or test flights.

         (f)     CORROSION.  The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft.  Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section
12(b)(i).

         (g)     AIRCRAFT PHYSICAL CONDITION.  The Aircraft shall be complete
and function and perform per the manufacturer's specifications (normal wear and
tear excepted).  Discrepancies noted during the pre-return inspections and
acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

         (h)     MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft.  These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing.  All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability.  All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft.  All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

         The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable





                                       27
<PAGE>   33

oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

         Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft.  During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS.  At least 30 days before
return, the Sublessee shall notify the Sublessor of all Removable Improvements
which have been used by the Sublessee during the Term and which the Sublessee
has removed or intends to remove from the Aircraft as permitted by Section
12(e).  The Sublessor may, at its option, upon written notice to the Sublessee,
purchase any or all Removable Improvements upon the expiration of the Term at
their then Fair Market Value to the Sublessee.

         (j)     AID IN DISPOSITION. The Sublessee agrees, during the last six
months of the Term (and during the storage period described in Section  7(h)),
to provide such information with respect to the Aircraft as is reasonably
requested by the Sublessor in furtherance of the Sublessor's or the Lessor's
efforts to sell the Aircraft upon expiration of the Term; provided, that
nothing in this paragraph shall require the Sublessee to take any action or to
permit or suffer any action which shall interfere with the Sublessee's use of
the Aircraft.

         8.      DISCLAIMER OF WARRANTIES, ETC.  THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS".  THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT.  THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT





                                       28
<PAGE>   34

THERETO ARE TO BE BORNE BY THE SUBLESSEE.  NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

         9.      OWNERSHIP; RIGHTS OF THE SUBLESSEE.

         The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder.  During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section  4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

         10.     LIENS.

         The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section  12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section  10.

         11.     TAXES.

         The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.





                                       29
<PAGE>   35

         12.     REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

         (a)     REGISTRATION.  The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

         (b)     MAINTENANCE; RECORDS.  The Sublessee shall maintain, inspect,
service, repair, overhaul, and test the Airframe, each Engine, and each
Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so as
to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination).  The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft.  All manuals and
technical records delivered to the Sublessee shall be maintained in their
original paper form.  All other manuals and technical records shall be
maintained in such form as the Sublessee is required to maintain them under the
Sublessee's maintenance program.  The manuals and technical records (including
all original paper versions thereof) shall be the property of the





                                       30
<PAGE>   36

Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section  18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

         (c)     COMPLIANCE AND USE.  The Sublessee shall not permit any Item
to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

         (d)     REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section  12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section  12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                       31
<PAGE>   37

         (e)     IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

         Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section  12(a), (b), or (c), or the first sentence of this Section  12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

         The Sublessor represents and warrants to Sublessee that, in the Lease,
the Lessor has agreed as follows:  If any Removable Improvement is owned by any
third party or is subject to a conditional sales contract or other security
interest, then the Lessor agrees for the benefit of any such owner, conditional
vendor, or secured party that the Lessor will not acquire or claim, as against
such owner, conditional vendor, or secured party, any right, title, or interest
in any such Removable Improvement as the result of its installation on the
Airframe, an Engine, or a Propeller; provided, that the Lessor's agreements in
this sentence shall be ineffective unless such owner, conditional vendor, or
secured party agrees in writing and in a legally enforceable manner (i) not to
acquire or claim, as against the Lessor, any right, title, or interest in the
Airframe, any Engine, or any Propeller by reason of the installation of such
Removable Improvement thereon, and (ii) promptly, after notice, to remove such
Removable Improvement if the Lessor declares the Lease to be in default.





                                       32
<PAGE>   38

         (f)     POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section  12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section  12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section  12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section  12(d).

         (g)     INSIGNIA.  The Sublessee shall (i) cause each Item to be kept
numbered with the identification or serial numbers therefor as specified in the
Equipment Schedule, and (ii) as promptly as practicable (and in any event
within 30 days after the Closing Date), affix and maintain in the Airframe
adjacent to and not less prominent than the airworthiness certificate, and on
each Engine in a prominent location, a durable nameplate bearing the following
legend:

         This Aircraft is subject to a security interest in favor of Shawmut
         Bank Connecticut, National Association (as loan trustee) and is leased
         from First Security Bank of Utah, N.A. (as owner trustee).  This
         Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section  12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section  12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

         13.     INSPECTION.

         At all reasonable times during the Term the Sublessor, the Lessor, the
Owner Participant, the Loan Trustee, or any Loan Participant (and any agent or
authorized representative of the foregoing) may, at its own expense (or at the
Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                       33
<PAGE>   39

with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

         Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

         14.     LOSS OR DESTRUCTION; REQUISITION OF USE.

         (a)     EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs to
the Airframe, the Sublessee shall within 15 days after such occurrence give to
the Sublessor, the Lessor, and the Loan Trustee written notice of such Event of
Loss.  Within 31 days after that Event of Loss occurs (or, if earlier, within
five days after the receipt of insurance proceeds for that Event of Loss), the
Sublessee shall pay or cause to be paid (including via payment of insurance
proceeds) to the Sublessor or its assignee, on a Rent Payment Date, an amount
equal to (x) the Stipulated Loss Value of the Aircraft, determined as of the
Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"), plus
(y) all other amounts of Rent due on or before the SLV Date and any reasonable
expenses and costs incurred in connection with such Event of Loss by the
Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of Loss
occurs to any Engine or Propeller under circumstances in which no Event of Loss
occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section  10(i) and (iii)).  At the time of any such conveyance, the
Sublessee shall, at its expense: (i) furnish the Lessor with a bill of sale, in
form and substance reasonably satisfactory to the Lessor, for such Replacement
Engine or Replacement Propeller, (ii) cause supplements hereto, to the Lease,
and to the Mortgage, in form and substance reasonably satisfactory to the
Sublessor, the Lessor, and the Loan Trustee, for such Replacement Engine or
Replacement Propeller, to be duly executed by the appropriate parties and
recorded pursuant to the Federal Aviation Act, (iii) execute and, if necessary,
file such documents as the Lessor or the Sublessor reasonably requests to
confirm the Lessor's ownership of, and title, to such Replacement





                                       34
<PAGE>   40

Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section  14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section  10(i) and (iii)),
leased hereunder, and subjected to the Lien of the Mortgage to the same extent
as the Engine or Propeller replaced thereby.

         Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section  14(b) shall result in any reduction
in Basic Rent.

         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee hereby
assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section  14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                       35
<PAGE>   41

         (d)     REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section  3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                 (i)      if such payments are received as a result of an Event
         of Loss to the Airframe (and any Engine or Propeller then installed
         thereon), (aa) so much of such payments as shall not exceed the
         Stipulated Loss Value for the Aircraft shall be applied in reduction
         of the Sublessee's obligation to pay such Stipulated Loss Value if not
         already paid by the Sublessee, or, if already paid by the Sublessee,
         shall be applied by the Sublessor (or its assignee) to reimburse the
         Sublessee for its payment of such Stipulated Loss Value, and (bb) the
         balance, if any, of such payments remaining thereafter shall be paid
         over to, or retained by, the Sublessee; and

                 (ii) if such payments are received as the result of an Event
         of Loss to an Engine or Propeller under the circumstances contemplated
         by Section  14(b), such payments shall be paid over to, or retained
         by, the Sublessor (or its assignee) in the same manner as Rent under
         Section  3(f); and if and when the Sublessee shall have fully
         performed the terms of Section  14(b) with respect to the Event of
         Loss for which such payments are made (including completing the
         replacement being made), such payments shall be paid over to, or
         retained by, the Sublessee.

         If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                       36
<PAGE>   42

selected by the Sublessee.  All profits and losses on such investments and any
taxes in respect thereof shall be for the account of the Sublessee. In order to
make the payments to the Sublessee provided for in clause (ii) of this Section
14(e) or in Section  15(c), the Sublessor, the Lessor, and the Loan Trustee
are authorized to sell any obligations so purchased, and shall not be required
to make such payments to the Sublessee until the Sublessor, the Lessor, or the
Loan Trustee (as the case may be) has had a reasonable time to sell such
obligations and to obtain the sale proceeds.

         (f)     PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section  14 to the contrary, any amount referred to in this Section  14 which
is otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

         15.     INSURANCE.

         (a)     LIABILITY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, comprehensive aircraft
and general liability insurance (including passenger legal liability insurance
and property damage insurance, and including war-risk and allied perils
coverage for operations described in the last sentence of Section  15(b)), for
the Aircraft (i) in amounts which are not less than those maintained at the
time on similar aircraft, airframes, engines, and propellers that then comprise
the Sublessee's fleet, but in no event less than $200,000,000 combined single
limit, (ii) of the types usually carried by United States air carriers engaged
in the same or a similar business, similarly situated with the Sublessee and
owning or operating similar aircraft, airframes, engines, and propellers and
which cover risks of the kind customarily insured against by such air carriers.
The Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against under this Section  15(a), in any amounts not to exceed [  *  ] of the
Sublessee's tangible net worth per occurrence, and in any event not to exceed
[  *  ] per year for the Sublessee's entire fleet.

         (b)     CASUALTY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section  15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                       37
<PAGE>   43

Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section  21),
threatened area of hostility.

         (c)     ENDORSEMENTS.  Any policies of insurance carried in accordance
with this Section  15: (i) shall include the Additional Insureds as their
interests appear as additional insureds, (ii) with respect to insurance carried
in accordance with Section  15(b), shall be payable to the Loan Trustee (for
the account of all parties) and if no Default exists, shall be disbursed to the
Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section  12 or shall be disbursed as otherwise required
by this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub-sublessee, or any other Person except such Additional
Insured, (v) shall provide that the insurers shall waive any rights of
subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section  15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

         (d)     REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                       38
<PAGE>   44

covering the risks and in the amounts required by this Section  15
(specifically referring to this Section  15) are in full force and effect and
that, in the opinion of such broker, the insurance then carried and maintained
in respect of the Aircraft is adequate to protect the interests of each
Additional Insured and otherwise complies with the terms of this Section  15,
and including (i) confirmation that the insurance has been placed with
insurers, giving the name of each insurer, the amount for which it insures (and
any portion thereof which is subject to a deductible), and the period of the
policy, and (ii) confirmation that all premiums due to the insurers have been
paid.  Such report will provide that the broker will notify the Additional
Insureds in writing promptly of any defaults in the payment of any premium and
of any other act or omission on the part of the Sublessee or any sub-sublessee
or of any event of which such broker has knowledge which might invalidate or
render unenforceable, in whole or in part, any insurance for the Airframe, any
Engine, or any Propeller.

         (e)     OTHER INSURANCE.  If the Sublessee fails to maintain insurance
 as required by the terms of this Section 15, any Additional Insured may, after
 making a good faith attempt to give reasonable advance notice to the Sublessee
 of such Additional Insured's intent to do so, provide such insurance and, in
 such event, the Sublessee shall, upon demand, reimburse such Additional
 Insured, as Supplemental Rent, for the cost thereof, without waiver of any
 other rights such Additional Insured may have. Nothing in this Sublease shall
 prohibit the Sublessor, the Lessor, the Owner Participant, the Loan Trustee,
 or any Loan Participant from insuring the Airframe, any Engine, or any
 Propeller or its interest therein at its own expense in an amount in excess of
 that required to be maintained by the Sublessee hereunder, provided that such
 excess insurance in no way limits the availability of any insurance required
 to be maintained by the Sublessee hereunder.

         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor and
the other Additional Insureds shall accept, in lieu of insurance against any
risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

         16.     SUB-SUBLEASE; POSSESSION.

         (a)     SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not, without
the Sublessor's prior written consent, assign any of the Sublessee's rights
hereunder or sub-sublet or otherwise relinquish possession of the Airframe, any
Engine, or any Propeller, or permit any Engine or Propeller to be installed on
any airframe or engine other than the Airframe or an Engine, provided that, so
long as no Default exists at the beginning of such sub-sublease,
relinquishment, or installation, the Sublessee (or, if under a sub-sublease
with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but only with
respect to clauses (i) through (v) and (vii) of this Section  16(a)) may,
without the Sublessor's prior written consent:

                 (i)      subject any Engine or Propeller to normal pooling
         arrangements customary in the United States airline industry and
         entered into in the ordinary course of its business





                                       39
<PAGE>   45

         with any Permitted Air Carrier, provided that no transfer of title to
         such Engine or Propeller is contemplated or required in connection
         therewith (but if the Lessor's title to any such Engine or Propeller
         is divested under any such arrangement, such divestiture shall be
         deemed to be an Event of Loss to such Engine or Propeller and the
         Sublessee (or such Permitted Sub-Sublessee) shall comply with Section
         14(b) in respect thereof;

                 (ii) deliver possession of any Item to any qualified
         organization for testing, maintenance, or overhaul work or for
         Improvements to the extent required or permitted by Section  12;

                 (iii) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee) free and
         clear of all Liens, except (aa) Permitted Liens, (bb) Liens that do
         not apply to such Engine or Propeller, (cc) the Lien of any agreement
         which effectively provides that such Engine or Propeller shall not
         become subject to the Lien thereof, notwithstanding the installation
         of such Engine or Propeller on any airframe or engine subject to the
         Lien of such agreement, unless and until the Sublessee (or such
         Permitted Sub-Sublessee) becomes the owner of such Engine or
         Propeller, and (dd) those created by the rights of other Permitted Air
         Carriers under normal interchange or pooling agreements which are
         customary in the United States airline industry and do not contemplate
         or require the transfer of title to such Engine or Propeller;

                 (iv) install any Engine or Propeller on an airframe or engine
         leased to the Sublessee (or such Permitted Sub-Sublessee) or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement, so long as such Engine
         or Propeller does not become subject to a Lien (other than a Permitted
         Lien);

                 (v)      install any Engine or Propeller on an airframe or
         engine owned by the Sublessee (or such Permitted Sub-Sublessee),
         leased to the Sublessee (or such Permitted Sub-Sublessee), or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement under circumstances where
         neither clause (iii) nor clause (iv) above applies (but such
         installation shall be deemed an Event of Loss to such Engine or
         Propeller and the Sublessee shall comply with Section  14(b) in
         respect thereof, the Sublessor and the Lessor not intending hereby to
         waive any right or interest it may have to or in such Engine or
         Propeller under applicable law until compliance by the Sublessee with
         Section  14(b));

                 (vi) with the Sublessor's prior written consent (which shall
         not be unreasonably withheld), sub-sublease the Aircraft to any
         Permitted Air Carrier which is not bankrupt or the subject of
         proceedings to declare it bankrupt or the subject of proceedings for
         reorganization pursuant to any existing or future bankruptcy laws (the
         Sublessee to deliver to the Sublessor at least 30 days' prior written
         notice of any proposed sub-sublease including a description thereof);
         or





                                       40
<PAGE>   46

                          (vii) transfer possession of any Item to the United
                 States of America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub-sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section  20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

         (b)     SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N634AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

                 (i)      require the sub-sublessee to enter into an agreement,
                 in form and substance reasonably satisfactory to the Primary
                 Sublessor or its assignee, attorning to and recognizing the
                 Primary Sublessor or its assignee as the sub-sublessor
                 hereunder and reconfirming all of the obligations of the
                 sub-sublessee hereunder, or

                 (ii) terminate this sub-sublease and require prompt delivery
                 by the sub-sublessee of the Aircraft to the Primary Sublessor
                 or its assignee, in accordance with the provisions of Section
                 ___ hereof.





                                       41
<PAGE>   47

                 Unless the sub-sublessee shall have received any such written
         notice from the Primary Sublessor or its assignee requiring attornment
         or terminating this sub-sublease, the sub-sublessee shall be and
         remain fully obligated hereunder notwithstanding the continuance of
         any Event of Default under the Primary Sublease or any termination
         thereof.

         (c)     SUBLESSOR WAIVER.  The Sublessor hereby agrees (and warrants
that the Lessor has agreed in the Lease), for the benefit of each lessor or
secured party of any engine or propeller leased to the Sublessee (or any
Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted
Sub-Sublessee) subject to a conditional sale or other security agreement, that
the Sublessor and the Lessor shall not acquire or claim, as against such lessor
or secured party, any right, title, or interest in any engine or propeller as
the result of the installation of such engine or propeller on the Airframe or
an Engine at any time while such engine or propeller is subject to such lease
or conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

         17.     EVENTS OF DEFAULT.

         Each of the following shall continue an "Event of Default":

         (a)     Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

         (b)     Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section  15.

         (c)     Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section  16(a), or a violation of Section  5(b)(2) occurs.

         (d)     Sublessee Covenants.  The Sublessee fails to perform any other
covenant or agreement to be performed by it under the Operative Documents, and
such failure continues for 15 days after the Sublessee receives written notice
thereof.

         (e)     Sublessee Representations.  Any representation or warranty of
the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

         (f)     Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                       42
<PAGE>   48

timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S.  Bankruptcy Code.

         (g)     Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

         (h)     Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

         (i)     Judgments.  One or more judgment(s) is/are rendered by one or
more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

         (j)     ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section  4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section  4042 of ERISA, or
any proceeding shall be commenced under Section  4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

         (k)     Repudiation.  The Sublessee denies any further liability under
any Operative Document.

         (l)     Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

         18.     REMEDIES.

         (a)     GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section  17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                       43
<PAGE>   49

Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                 (i)      cancel (in the sense of UCC Section  2A-505(1)) this
         Sublease or require the Sublessee, upon the Sublessor's demand (and at
         the Sublessee's cost and expense), to return promptly, and the
         Sublessee hereby agrees that it shall return promptly, all or such
         part of the Aircraft as the Sublessor so demands, to the Sublessor or
         its designee in the manner and condition required by, and otherwise in
         accordance with all the provisions of, Section  7 as if the Aircraft
         were being returned at the end of the Term, or if the Sublessee does
         not so deliver such Item(s), the Sublessor or the Sublessor's agent,
         at the Sublessor's option, may (but shall be under no obligation to)
         enter upon the premises where all or any part of the Aircraft is (or
         is believed by the Sublessor possibly to be) located and take
         immediate possession of and remove the same (together with any engine
         or propeller that is installed on the Airframe or any Engine or
         installed engine, subject to the rights of any owner, lessor, lienor,
         or secured party of such engine or propeller) by summary proceedings
         or otherwise, all without becoming liable for or by reason of such
         entry or taking of possession or removal, whether for the restoration
         of damage to property caused by such action or otherwise;

                 (ii) with or without taking possession thereof, sell any Item
         at public or private sale, as the Sublessor, in its sole discretion,
         shall determine, free and clear of any rights of the Sublessee, or
         otherwise dispose of, hold, use, operate, lease to others, or keep
         idle any Item as the Sublessor, in its sole discretion, may determine,
         all free and clear of any rights or claims of the Sublessee and
         without any duty to account to the Sublessee with respect to such
         action or inaction or for any proceeds with respect thereto, except as
         otherwise provided herein (and to the extent, if any, that notice of
         sale is required, the Sublessee agrees that 10 days' notice of the
         date, time, and place (and terms, in the case of a private sale) is
         reasonable);

                 (iii) whether or not the Sublessor shall have exercised, or
         shall thereafter at any time exercise, any of its rights under clause
         (i) or (ii) above with respect to any Item, the Sublessor, by written
         notice to the Sublessee specifying a payment date (the "Default
         Payment Date")) which shall be the Basic Rent Date (or, if there are
         no further Basic Rent Dates, then any date) following the date of such
         notice, may cause the Sublessee to pay to the Sublessor, and the
         Sublessee shall pay to the Sublessor, on the Default Payment Date, as
         liquidated damages for loss of a bargain and not as a penalty (and in
         lieu of all Basic Rent accruing on or after the Default Payment Date),
         any unpaid Basic Rent due prior to the Payment Date (together with
         interest on such amount at the Late Payment Rate from the Basic Rent
         Dates as of which such Rent was not paid until the actual date of
         payment of such amount), plus whichever of the following amounts the
         Sublessor, in its sole discretion, shall specify in such notice: (x)
         an amount equal to the excess, if any, of (aa) the Basic Rent for any
         or all of the Item(s) (as specified by the Sublessor), due on or after
         the Default Payment Date, over (bb) the aggregate Fair Market Rental
         Value of such Item(s) for the remaining





                                       44
<PAGE>   50

         Term, after discounting each to present value as of the Default
         Payment Date at the Debt Rate, or (y) an amount equal to the excess,
         if any, of (aa) the Stipulated Loss Value for any or all of the
         Item(s) (as specified by the Sublessor), as of the Default Payment
         Date over (bb) the Fair Market Value of such Item(s);

                 (iv) if the Sublessor sells any Item(s), the Sublessor may
         elect, in lieu of exercising its rights under clause (iii) with
         respect to such Item, to require the Sublessee to pay to the
         Sublessor, and the Sublessee in such event shall pay to the Sublessor,
         on the date of such sale, as liquidated damages for loss of a bargain
         and not as a penalty (and in lieu of all Basic Rent accruing after
         such sale occurs), any unpaid Basic Rent due on or before such sale
         date (together with interest on such amount at the Late Payment Rate
         from the Basic Rent Dates as of which such Rent was not paid until the
         actual date of payment of such amount) plus the amount of any
         deficiency between the net proceeds of such sale and the Stipulated
         Loss Value of the Aircraft or such Item(s), as of the date of such
         sale (or, if such date is not a Basic Rent Date, then the Basic Rent
         Date following the sale date), together with interest on such
         Stipulated Loss Value at the Late Payment Rate from the Basic Rent
         Date as of which such Stipulated Loss Value is determined until the
         date of actual payment of such amount;

                 (v)      in lieu of exercising its rights under clauses
         18(ii), (iii), and (iv) for any particular Item, the Sublessor may, by
         notice to the Sublessee specifying a payment date not earlier than 10
         days or more than 30 days from the date of such notice, require the
         Sublessee to pay to the Sublessor, and the Sublessee shall pay to the
         Sublessor, on the payment date specified in such notice, as liquidated
         damages for loss of a bargain, and not as a penalty, and in lieu of
         any further payments of Basic Rent hereunder with respect to such
         Item, an amount equal to the sum of (aa) all unpaid Rent payable on or
         before the date of payment specified in such notice plus (bb) the
         Stipulated Loss Value for such Item computed as of the Basic Rent Date
         on (or, if such payment date is not a Basic Rent Date, then the
         following Basic Rent Date) the date of payment specified in such
         notice together with interest, if any, at the Late Payment Rate on the
         amount of such Rent and Stipulated Loss Value from the payment date
         specified in such notice until the date of actual payment; and upon
         such payment of liquidated damages and all other Rent then due and
         payable by the Sublessee hereunder, the Lessor shall transfer "as is,
         where is and with all faults", without any representation, recourse,
         or warranty whatsoever, express or implied (except as to the absence
         of Lessor Liens), such Item to the Sublessee, and the Lessor shall
         execute and deliver such documents evidencing such transfer and take
         such further action in connection therewith as the Sublessee shall
         reasonably request. In addition, the Sublessor may, within 30 days
         after the Sublessee shall make payment of all amounts required above,
         give the Sublessee written notice requesting that the Fair Market
         Value of the Item as of the date on which Stipulated Loss Value was
         computed pursuant to subclause (bb) of this clause (v) be determined;
         and if such Fair Market Value as of such date is determined to exceed
         the Stipulated Loss Value of such Item paid pursuant to this clause
         (v), the Sublessee shall immediately pay the amount of such excess to
         the Sublessor;





                                       45
<PAGE>   51

                 (vi)     the Sublessor may proceed by appropriate court action
         or otherwise to enforce the terms hereof, including payment of
         periodic Basic Rent, or to recover damages for the breach hereof;

                 (vii) the Sublessor or any other Indemnitee may enforce
         payment of Supplemental Rent; or

                 (viii)  the Sublessor may exercise any other right or remedy
         then available to it under applicable law.

         In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section  7, or (4) placing any Item in the
condition and airworthiness required by Section  7, which amounts shall be
reimbursed on an After-Tax Basis.

         (b)     SUBLESSEE WAIVER.  To the extent now or hereafter permitted by
applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

         (c)     REMEDIES CUMULATIVE.  No remedy referred to herein is intended
to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Section  18 or otherwise available to the Sublessor
at law or in equity. No express or implied waiver by the Sublessor of any
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                       46
<PAGE>   52

         19.      [  *  ] INDEMNITY.

         (a)     INDEMNITY.  [  *  ]





 [  *  ]





         (b)     EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


[  *  ]





         (c)     REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of any
claim or liability required to be indemnified against under this Section 19,
such Indemnitee shall promptly notify the Sublessee, but the failure to do so
shall not relieve the Sublessee from any liability that it otherwise would have
to such Indemnitee under this Section 19 (except to the extent that such
Indemnitee's failure to give reasonable notice to the Sublessee increases the
amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19).  So long as no Default exists, the Sublessee may assume control
of the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section  19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee.  However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee shall
be obligated under this Section  19 irrespective of whether the Indemnitee is
also indemnified against the same matter under any other Operative Document or
other document by any other Person, and the Indemnitee may proceed directly
against the Sublessee under this Section  19 without first resorting to any
such rights of indemnification except as such rights exist against ATR.  Upon
the payment in full of any indemnities due and owing under this Section  19,
the Sublessee shall be subrogated to any right of the Indemnitee in respect of
the matter against which indemnity has been given.  The Sublessee's indemnities
in this Section 19 shall survive expiration, cancellation, or termination of
this Sublease and the return of the Aircraft.

         (e)     COMPUTATIONS.  Any payment or indemnity pursuant to this
Section  19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section  19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                       48
<PAGE>   54

         (f)     ATR OBLIGATIONS.  This Section  19 does not supersede or
modify any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

         20.     PURCHASE OPTIONS.

         (a)     PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section  16 of the Lease.

         (b)     PURCHASE.  On the purchase date specified by the Sublessee
under Section  20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

         21.     NOTICES.

         All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


         22.     SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

         This Sublease shall bind, and (subject to limitations in the Operative
Documents) shall benefit and may be enforced by, (i) the Sublessor and its
successors and assigns, and (ii) the Sublessee and its successors and assigns.
The indemnities in Section  11 and 19 shall, in accordance with their terms,
benefit the Indemnitees.

         23.     ACKNOWLEDGEMENT OF ASSIGNMENT.

         After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                       50
<PAGE>   56

the Lessor or the Loan Trustee.  If the Lease is cancelled or terminated
pursuant to Section  15 thereof, the Lessor may, at its option, by written
notice to the Sublessee after the date of such termination, require the
Sublessee to enter into an agreement in form and substance satisfactory to the
Sublessee and the Lessor attorning to and recognizing the Lessor as the
Sublessor hereunder and reconfirming all of the obligations of the Sublessee
hereunder.

         Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

         24.     MISCELLANEOUS.

         (a)     AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

         (b)     SURVIVAL OF AGREEMENTS.  Except as otherwise provided herein
or therein, all agreements, indemnities, representations, and warranties in
this Sublease or any other Operative Document shall survive the execution and
delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

         (c)     SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

         (d)     ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings.  This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

         (e)     COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                       51
<PAGE>   57

         (f)     FURTHER ASSURANCES.  On the Closing Date, the Sublessee will
cause this Sublease (including the Sublease Supplement) to be duly filed and
recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

         (g)     RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

         (h)     GOVERNING LAW.  This Sublease is being delivered in Georgia,
and shall be governed by and construed in accordance with the laws of Georgia
(excluding any conflict-of-laws rule that would apply the laws of any other
jurisdiction).

         (i)     HEADINGS.  The headings in this Sublease are for convenience
of reference only, and are not a substantive part of this Sublease.

         (j)     SECTION 1110 COMPLIANCE.  Notwithstanding any provision herein
or elsewhere contained to the contrary, it is understood and agreed among the
parties hereto that the transactions contemplated by this Sublease are
expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section  1110 of the U.S.  Bankruptcy Code.

         (k)     TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

                 (2)      the initial and ongoing fees and expenses (including
         reasonable legal fees) of the Lessor and the Loan Trustee;

                 (3)      the fees of D'Accord Financial Services, Inc. for
         arranging the financing; and

                 (4)      the fees and expenses, including those of The
         Corporation Trust Company, for establishing and administering the
         Sublessor.

         All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N634AS].


                                 ANTOINE FINANCE CORPORATION,
                                   Sublessor
                                 
                                 By /s/ Kim E.  Lutthans                        
                                   --------------------------------
                                 
                                 Title: Vice President             
                                       ----------------------------
                                 
                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee
                                 
                                 By                                
                                   --------------------------------
                                 
                                 Title:                            
                                       ----------------------------


[This is the Original counterpart for chattel paper purposes.]
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N634AS].


                                 ANTOINE FINANCE CORPORATION,
                                   Sublessor
                                 
                                 By                                
                                   -------------------------------------------
                                 
                                 Title:                            
                                       ---------------------------------------
                                 
                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee
                                 
                                 By /s/ Ronald V.  Sapp                       
                                   -------------------------------------------
                                 
                                 Title: Vice President-Finance and Treasurer   
                                       ---------------------------------------


[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       55
<PAGE>   61

                                                                       EXHIBIT A
                                                                     to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N634AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                          SUBLEASE SUPPLEMENT [N634AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N634AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

         The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

         All terms that are defined in the Sublease Agreement and not in this
Sublease Supplement have the same meanings in this Sublease Supplement as in
the Sublease Agreement.

         1.  THE AIRCRAFT.

         The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

         2.  SUBLESSEE'S REPRESENTATIONS.

         The Sublessee hereby represents and warrants that, on the date of this
Sublease Supplement: (a) the Sublessee's representations and warranties in the
Sublease are true and correct in all material respects as though made on and as
of the date of this Supplement, and (b) no Default exists.

         3.  MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N634AS].

                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                  Sublessee
                                 
                                 
                                 By
                                  -----------------------------------------
                                 
                                 Title:                                    
                                       ------------------------------------
                                 
                                 
                                 ANTOINE FINANCE CORPORATION,
                                                  Sublessor
                                 
                                 
                                 By
                                  -----------------------------------------
                                 
                                 Title:                                    
                                       ------------------------------------



[This is the "Original" counterpart for chattel paper purposes.]

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N634AS and manufacturer's
serial no. 370, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127030 and 127020, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930511 and 930712, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N634AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


         The Stipulated Loss Value for the Aircraft shall be the percentage of
its Aircraft Cost set forth opposite the applicable Basic Rent Date:


          Basic Rent Date                  Stipulated Loss Value*
          ---------------                  ----------------------

                              [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section  3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section  3(h)
of the Sublease Agreement.
<PAGE>   66

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


               Basic Rent Date      Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                       C-1
<PAGE>   67

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


              Basic Rent Date      Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                       C-2
<PAGE>   68

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


              Basic Rent Date      Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                       C-3
<PAGE>   69

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


               Basic Rent Date     Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                       C-4
<PAGE>   70


N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


              Basic Rent Date      Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010


*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                       C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


           LESSOR:
           
           
                                    Wire transfer of immediately available 
                                    funds to First Security Bank of Utah, N.A., 
                                    79 South Main Street, Salt Lake City, Utah  
                                    84111, Attn: Corporate Trust Department, ABA
                                    #124-0000-12, account no. 051-0922115.  Re:
                                    ATR-ASA (1995).
                                    
                                    
           OWNER PARTICIPANT:       
                                    
                                    Wire transfer of immediately available 
                                    funds to First Union National Bank of North 
                                    Carolina, 301 S. College Street, 20th 
                                    Floor, One First Union Center, Charlotte, 
                                    NC 28202-0738, Attn: Pat Parr, ABA # 
                                    053000219, account no. 20 704 825 41513, 
                                    Re: ATR N634AS.
                                    
                                    
           LOAN TRUSTEE:            
                                    
                                    Wire transfer of immediately available 
                                    funds to Shawmut Bank Connecticut, National 
                                    Association, 777 Main Street, Hartford, CT  
                                    06115, Attn: Corporate Trust 
                                    Administration, ABA #______________, 
                                    account no. ___________, Re: ATR N634AS.





                                      66
<PAGE>   72

         LOAN PARTICIPANT:
         
                                     Wire transfer of immediately available 
                                     funds to _____________________________
                                     ______________________________________
                                     ______________________________________
                                     ________________________________.
                                     
                                     
         SUBLESSOR:                  
                                     
                                     Wire transfer of immediately available 
                                     funds to BankAmerica International, New 
                                     York, for the account of Bank of America
                                     NT&SA, London, account no. 37-60564, in 
                                     favor of Bank of America International 
                                     Limited, account no. 10985218, Re: ATR-ASA.





                                      67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N634AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N634AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N634AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N634AS].

                                  ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                   Sublessee
                                  
                                  By
                                    /s/ Ronald V. Sapp                        
                                   --------------------------------------------
                                  
                                  Title: Vice President-Finance and Treasurer   
                                        ---------------------------------------
                                  
                                  
                                  
                                  ANTOINE FINANCE CORPORATION,
                                                   Sublessor
                                  
                                  By
                                    /s/ Kim E. Lutthans                        
                                   --------------------------------------------
                                  
                                  Title: Vice President                        
                                        ---------------------------------------




[This is the "Original" counterpart for chattel paper purposes.]

                                     [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N634AS and manufacturer's
serial no. 370, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127030 and 127020, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930511 and 930712, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.

<PAGE>   76

[N634AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions



 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

                   Basic Rent Date                  Stipulated Loss Value*
                   ---------------                  ----------------------


                                 [See attached table]





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section  3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section  3(h) of the Sublease Agreement.
<PAGE>   78

N634AS
                                                                      EXHIBIT C
                                                         to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


               Basic Rent Date     Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                       C-1
<PAGE>   79

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                     C-2
<PAGE>   80

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date     Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                       C-3
<PAGE>   81

N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


              Basic Rent Date      Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                       C-4
<PAGE>   82


N634AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


               Basic Rent Date     Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010


*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                     C-5
<PAGE>   83


================================================================================





                   SUBLEASE TAX INDEMNITY AGREEMENT [N634AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84

TABLE OF CONTENTS

                                                                            Page

    [  *  ]





<PAGE>   85


         This Sublease Tax Indemnity Agreement [N634AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N634AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

         [  *  ]
<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N634AS].


                                 ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   (Sublessee)
                                 
                                 By /s/ Ronald V. Sapp                     
                                   -----------------------------------------
                                 
                                 Title: Vice President-Finance and Treasurer
                                       -------------------------------------
                                 
                                 
                                 
                                 ANTOINE FINANCE CORPORATION
                                   (Sublessor)
                                 
                                 By /s/ Kim E. Lutthans                        
                                   -----------------------------------------
                                 
                                 Title: Vice President                      
                                       -------------------------------------
<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N634AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section  20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.
<PAGE>   88



        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.





                                       2
<PAGE>   89




        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.


        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.



                             AVIONS DE TRANSPORT REGIONAL,
                             a Groupement d'Interet Economique
                             
                             
                             By: Joel Le Breton                       
                                ------------------------------------
                             Title: Attorney-in-Fact                
                                   ---------------------------------
                             
                             
                             FIRST SECURITY BANK OF UTAH, N.A.
                             
                             
                             By: /s/ Nancy M. Dahl                     
                                ------------------------------------
                             Title: Assistant Vice President        
                                   ---------------------------------
                             
                             
                             FIRST UNION COMMERCIAL CORPORATION
                             
                             
                             By: /s/ Michael L. Taylor               
                                ------------------------------------
                             Title: Vice President                        
                                   ---------------------------------





                                       3
<PAGE>   90



                          SHAWMUT BANK CONNECTICUT,
                          NATIONAL ASSOCIATION
                          
                          
                          By: /s/ Steven Cimalore                
                             ------------------------------------
                          Title: Vice President                     
                                ---------------------------------
                          
                          
                          NEWCOURT CREDIT GROUP, INC.
                          
                          
                          By: /s/ Frank J. Raponi              
                             ------------------------------------
                          Title: Vice President                    
                                ---------------------------------





                                       4

<PAGE>   1

                                 EXHIBIT 10(i)

              Confidential treatment has been applied for with
              respect to certain provisions of this Exhibit, which
              provisions have been omitted from this Exhibit,
              marked with an asterisk (*) and filed separately with
              the SEC.
<PAGE>   2
         Certain of the Sublessor's rights in this Sublease have been assigned
         to, and are subject to a security interest in favor of, Shawmut Bank
         Connecticut, National Association, as Loan Trustee under a Loan and
         Security Agreement.  This Sublease has been executed in counterparts.
         See Section 24(e) for information concerning the rights of holders of
         the various counterparts.

================================================================================




                          SUBLEASE AGREEMENT [N635AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                                ---------------

                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   3
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>      <C>                                                                                         <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE  . . . . . . . . . .  10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>





                                       i
<PAGE>   4





<TABLE>
<S>      <C>                                                                                         <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS;
         POOLING OF PARTS; INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
</TABLE>





                                       ii
<PAGE>   5
<TABLE>
<S>      <C>                                                                                         <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.      [  *  ] INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
</TABLE>


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values





                                      iii
<PAGE>   6
                          SUBLEASE AGREEMENT [N635AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


          1.     DEFINITIONS; USAGE.

          (a)    DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section 4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person. For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).





                                       1
<PAGE>   7
         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section 3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section 3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such [  *
] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section 18(a)(iii).





                                       2
<PAGE>   8
         DOT: the U.S. Department of Transportation or any successor thereto.

         [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section 12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section 17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9
         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section 7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section 18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section 18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section 7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section 18(a)(iii) such shall be
made based on the actual condition of such property).  If the Sublessor and the
Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section 18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section 5(a)(12), except
for changes therein with which the Sublessee's independent public accountants
concur that are disclosed in the notes to the relevant financial statements.

         Improvement: defined in Section 12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10
         Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

         Lease:  the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

         Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

         Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

         Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

         Loan:  a non-recourse loan made by a Loan Participant to the Lessor.

         Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

         Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

         Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

         Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

                 (1)      the present value as of such date of the installments
         of principal and interest payable on the Loan Certificates outstanding
         (assuming the Loan Certificates were paid in accordance with the terms
         thereof and also assuming, for any date on or before the [  *  ]
         anniversary of the Closing Date, that the principal amount of the Loan
         Certificates shall be paid in full on the [  *  ]  anniversary of the
         Closing Date), computed by Newcourt Credit Group Inc. (or any
         successor "Quoting Agent" under the Mortgage) using a discount rate
         equal to the average yield to maturity compounded monthly for
         marketable United States





                                       5
<PAGE>   11
         Treasury securities having a constant maturity (as indicated on the
         Telerate Screen or, if that is not then available, any publicly
         available source of similar market data acceptable to the Loan
         Participants), closest to the then-remaining Weighted Average Life to
         Maturity of the Loan Certificates over

                 (2)      the outstanding principal amount of the Loan
         Certificates as of such date (assuming the Loan Certificates were paid
         in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.


"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate.  "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [  *  ]  anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [  *  ]  anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

         Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

         Mortgage: the Loan and Security Agreement, dated as of March 31, 1995,
between the Loan Trustee and the Lessor, pertaining to the Aircraft.





                                       6
<PAGE>   12
         Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

         Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [  *  ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

         Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

         PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

         Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

         Parts: all appliances, parts, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature (other than complete
Engines, engines, Propellers, propellers, or parts thereof with respect to the
Airframe; other than Propellers, propellers, or parts thereof with respect to
an Engine; and other than Removable Improvements or parts thereof), from time
to time incorporated in the Airframe, an Engine, or a Propeller (or removed
therefrom, if title remains in the Lessor under Section 12(d)).

         Payment/Bankruptcy Default: a Default as set forth in Section 17(a) or
(g), or an Event of Default.

         Permitted Air Carrier: (1) any United States "air carrier" (as defined
in Section 101(3) of the Federal Aviation Act) who is a Section 1110 Person, or
(2) after December 31, 2002, (a) any foreign air carrier that is principally
based in and operating pursuant to a license issued under the laws of a country
that has ratified the Convention on the International Recognition of Rights in
Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the British
Commonwealth, except in either case any country that does not then maintain
full diplomatic relations with the United States and Canada or in which it
would constitute a breach of applicable law for the Sublessor, the Lessor, the
Loan Trustee, the Owner Participant, or any Loan Participant to engage directly
or indirectly in business, or (b) ATR or any Affiliate of ATR.

         Permitted Lien: a Lien permitted under Section 10.

         Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).





                                       7
<PAGE>   13
         Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

         Propeller: either of the two Hamilton Standard model 247F-1 propellers
listed by manufacturer's serial number in the Equipment Schedule, whether or
not from time to time installed on the Airframe or an Engine or on any other
airframe or engine, including any Replacement Propeller substituted for a
Propeller under this Sublease, and including all Parts incorporated in such
propeller (or removed therefrom, if title thereto remains in the Lessor under
Section 12(d)).

         Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

         Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

         Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

         Removable Improvements: defined in Section 12(e).

         Renewal Term: defined in Section 3(h).

         Rent: Basic Rent and Supplemental Rent.

         Replacement Engine: a Pratt & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section 7(c) or 12(b).

         Replacement Parts: defined in Section 12(d).

         Replacement Propeller: a Hamilton Standard model 247F-1 propeller of a
model year the same as or later than, and having a value, utility, performance,
efficiency, and remaining useful life at least equal to, the propeller replaced
(determined without regard to hours or cycles remaining until the next
scheduled overhaul, but assuming that the propeller replaced was in the
condition required by this Sublease), which is substituted for a Propeller
hereunder pursuant to Section 7(c) or 12(b).

         Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section 40102) holding an air carrier operating certificate issued by
the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.





                                       8
<PAGE>   14
         SLV Date: defined in Section 14(a)(ii).

         Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section 3(h), in
either case adjusted as required by Section 3(d).

         Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

         [  *  ]

         Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

         Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section 3(c).

         Term: the Basic Term and any Renewal Term(s).

         Termination Date: the [  *  ] anniversary of the date of this Sublease.

         Transaction Documents:  the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [  *  ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
bill of sale and FAA Bill of Sale for the Aircraft.

         Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

          (b)    USAGE.  Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to".  "Or" means one or more, or
all, of the alternatives listed or described.  "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears).  References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.





                                       9
<PAGE>   15
          2.     AGREEMENT TO SUBLEASE AIRCRAFT.

         The Sublessor shall lease the Aircraft to the Sublessee hereunder, and
the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

          3.     TERM AND RENT; [  *  ]; RENEWAL.

          (a)    TERM.  The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

          (b)    BASIC RENT.  The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft.  To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

          (c)    SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

                 (1) on the date provided herein or in the applicable Operative
         Documents, any amount (other than Basic Rent or Stipulated Loss Value)
         which the Sublessee assumes, in writing, the obligation to pay, or
         agrees, in writing, to pay, under any Operative Document to any
         Indemnitee;

                 (2)      on the date provided herein, any amount payable
         hereunder as Stipulated Loss Value (including any Make-Whole Premium
         included therein); and

                 (3)      on demand, to the extent permitted by applicable law,
         interest (computed on the basis of a 360-day year and actual days
         elapsed) at the Late Payment Rate on any payment of Rent to the extent
         not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

          (d)    ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE.
Basic Rent shall be adjusted as of the [  *  ] anniversary of the Closing Date,
based on the difference between the Debt Rate effective on the Closing Date and
the Debt Rate effective on the [  *  ] anniversary of the Closing Date, in the
manner described in Exhibit B to the Sublease Supplement.  Stipulated Loss
Value and the [  *  ] under this Sublease shall be adjusted to equal Stipulated
Loss Value and the





                                       10
<PAGE>   16
[  *  ] under the Lease.  Basic Rent and Stipulated Loss Values also shall be
adjusted to the extent provided by the Sublease Tax Indemnity Agreement.

         Any adjustment required by this Section 3(d) shall be determined by
the Sublessor, subject to verification by Sublessee, and shall be effective as
soon as possible.  Such adjustment shall be evidenced by the execution and
delivery by the Sublessor and the Sublessee of a sublease amend ment, but
failure to execute and deliver such sublease amendment shall not prevent or
delay the effectiveness of the adjustment required by the preceding paragraph.
If requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section 3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount.  Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct.  The Verifying Firm shall be requested to make its
determination within 30 days.  If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations.  The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor.  In the absence of manifest error, such
verification shall be final and binding on the parties hereto.  The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

          (e)    PAYMENT.  Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee).  All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

          [  *  ]





                                       11
<PAGE>   17
[  *  ]





          (g)    RENEWAL OPTION.  Unless a Payment/Bankruptcy Default or Event
of Default exists at the time of the giving of irrevocable notice referred to
in this paragraph or at the time of the commencement of the applicable Renewal
Term, the Sublessee, at its option, may renew this Sublease for up to three
years, in one or two successive renewal terms (each a "Renewal Term"), with the
first Renewal Term to commence upon the expiration of the Basic Term. Each
Renewal Term shall be for at least one year.  This renewal right shall be
exercised upon irrevocable written notice from the Sublessee to the Sublessor
of the Sublessee's election so to renew this Sublease given not less than 180
days and not more than 360 days before the end of the Basic Term or any Renewal
Term.  That notice shall explicitly request that the Sublessor give notice to
the Lessor to renew the Lease under Section 3(h) thereof.  If the Sublessee
fails to exercise any option to extend the term of this Sublease for any
Renewal Term in accordance with the provisions of this paragraph, all of the
Sublessee's rights to extend the term hereof for such Renewal Term and any
subsequent Renewal Term shall expire.

         All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

          4.     NET SUBLEASE.

         This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any





                                       12
<PAGE>   18
abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part.  To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

         5.      REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

         (1)     Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business





                                       13
<PAGE>   19
substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

         (2)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.  The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

         (3)     Government Approvals, Notices, and Filings.  No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

         (4)     Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

         (5)     Taxes. The Sublessee has filed all tax returns which it was or
is required to file, and has paid all taxes shown to be due and payable on such
returns or on any assessment received by it, except any such taxes as are being
contested diligently in good faith, and by appropriate proceedings, and as to
which adequate reserves have been provided in accordance with GAAP.

         (6)     Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation





                                       14
<PAGE>   20
applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

         (7)     ERISA.  The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section 502(c) of ERISA or any tax imposed by Code Section 4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section 3 of ERISA) maintained by
Sublessee.  There has been no reportable event (as defined in Section 4043(b)
of ERISA) with respect to any such employee pension benefit plan.  There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation.  No accumulated funding deficiency
(as defined in Section 302 of ERISA or Code Section 412), whether or not
waived, exists with respect to any such employee pension benefit plan.

         (8)     No Sublease Default or Event of Loss.  No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby.  No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

         (9)     Title.  On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

         (10)    Condition of Aircraft.  On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

         (12)    Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

         (13)    Section 1110.  The Sublessee is a Section 1110 Person.  At all
times during the Term, the Sublessor shall be entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.





                                       15
<PAGE>   21
         (14)    Subsidiaries; Stock Ownership.  The Sublessee owns 100% of the
outstanding stock of ASA Investments, Inc. and has no material stock or other
equity investment in any other corporation, partnership, or other Person.

         (15)    Investment Company Status.  The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

         (b)     SUBLESSEE'S AGREEMENTS.  The Sublessee agrees that:

         (1)     Corporate Existence.  The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section 5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

         (2)     Merger, Sale, etc.; Change in Control.  The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

                 (aa)     the corporation formed by such consolidation or the
         person who acquires by conveyance, transfer, or lease all or
         substantially all of the Sublessee's assets as an entirety (the
         Successor) or the Sublessee, as applicable, (x) is a corporation
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and (y) is a Section 1110
         Person; and, in the case of such consolidation, sale, conveyance,
         transfer, or lease, the Successor (i) executes and delivers to the
         Sublessor an agreement, in form and substance satisfactory to the
         Sublessor, containing an assumption by the Successor of the due and
         punctual performance and observance of Sublessee's obligations under
         the Operative Documents, and (ii) makes such filings and recordings,
         including any filing or recording with the FAA pursuant to the Federal
         Aviation Act and any filing under the UCC, as are necessary to
         evidence such consolidation, merger, sale, conveyance, transfer, or
         lease with or to the Successor;

                 (bb)     immediately after giving effect to such transaction,
         (x) no Default exists, and (y) the Successor's business, assets,
         operations, condition (financial or otherwise), and financial and
         other ability to perform its obligations under the Lease will not be
         adversely affected by such transaction in any material respect;

                 (cc)     immediately after giving effect to such transaction
         and for at least 90 days thereafter, the Sublessee or the Successor
         (as applicable) shall maintain a minimum tangible net worth (in
         accordance with GAAP) of [  *  ]; and





                                       16
<PAGE>   22

                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

         Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein.  No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party.  Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

         "Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise.  A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

         (3)     Relocation of UCC Office.  The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

         (4)     Financial Statements.  The Sublessee shall furnish to the
Sublessor:

                 (aa)     within 45 days after the end of each of the first
         three quarters in each fiscal year, consolidated statements of
         operations of the Sublessee and its consolidated subsidiaries for the
         period from the beginning of the then-current fiscal year to the end
         of such quarterly period, and balance sheets of the Sublessee and its
         consolidated subsidiaries, on a





                                       17
<PAGE>   23
         consolidated basis, as of the end of such quarter, prepared in
         accordance with GAAP and setting forth in each case in comparative
         form figures for the corresponding period in the preceding year, all
         in reasonable detail and certified by the Sublessee's chief financial
         officer, subject to changes resulting from year-end adjustments, and
         the Sublessee's Form 10-Q (or, if the Sublessee is not an
         SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-Q) for such period;

                 (bb)     within 90 days after the end of each fiscal year,
         consolidated statements of operations of the Sublessee and its
         consolidated subsidiaries, for such year, and the balance sheets of
         the Sublessee and its consolidated subsidiaries, on a consolidated
         basis, as of the end of such year, setting forth in each case in
         comparative form corresponding figures from the preceding annual
         audit, all in reasonable detail, and certified to the Sublessee by its
         independent certified public accountants and to the Sublessor by the
         Sublessee's chief financial officer, as presenting fairly the
         financial position and results of operations of the Sublessee and its
         consolidated subsidiaries and as having been prepared in accordance
         with GAAP, and the Sublessee's Form 10-K (or, if the Sublessee is not
         an SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-K) for such period;

                 (cc)     within two Business Days after any officer of the
         Sublessee obtains knowledge of any Default, an officer's certificate
         specifying its nature, the period of its existence, and what action
         the Sublessee proposes to take with respect to it; and

                 (dd)     promptly upon request, such other data or information
         (financial or otherwise) regarding the Sublessee or any Item as the
         Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

         (5)     Compliance with ERISA.

                 (aa)     The Sublessee will, at all times, make all
         contributions that it is required to make to any employee benefit plan
         to which it is a party to meet the minimum funding standards for such
         employee benefit plan, as required byERISA.

                 (bb)     Within two Business Days after the occurrence of any
         event or circumstance, including any event which is classified as a
         "Reportable Event" under ERISA, in connection with any employee
         benefit plan to which it is a party, that might constitute grounds for
         termination of such an employee benefit plan by the Pension Benefit
         Guaranty Corporation





                                       18
<PAGE>   24
         or might result in the appointment of a trustee by a United States
         District Court under Section 4042 ofERISA to administer such employee
         benefit plan, the Sublessee will provide the Sublessor with an
         officer's certificate describing the event or circumstance, stating
         the reasons for any such action by the Pension Benefit Guaranty
         Corporation or a United States District Court, and specifying the
         action the Sublessee proposes to take with respect thereto.

         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

         (1)     Acquisition for Investment.  The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

         (2)     Due Organization.  The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and per form its obligations under,
each Operative Document to which it is a party.

         (3)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity.  The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

         (4)     No Lessor Liens.  No Lessor Liens exist on the Aircraft.

         (5)     Litigation.  There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.





                                       19
<PAGE>   25
         (6)     Compliance.  The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

         (7)     ERISA.  No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

         (8)     Title to Leased Items.  On the Closing Date, (i) the Sublessor
will receive all such rights to the Aircraft as are necessary for Sublessor's
performance under this Sublease, and (ii) the Aircraft shall be free of Lessor
Liens.

         (9)     Stipulated Loss Value.  The Stipulated Loss Value under this
Sublease shall not exceed the "Stipulated Loss Value" under the Lease except
for any differences arising from the amortization of transaction expenses over
[  *  ]  years in this Sublease rather than over fifteen years in the Lease.

         (10)    Performance Under Lease.  The Sublessor will not breach any of
its obligations under the Lease in a manner that would cause damage to the
Sublessee.

         (d)     SUBLESSOR'S AGREEMENTS.  The Sublessor agrees that:

         (1)     Discharge of Liens.  The Sublessor will, at its own cost and
expense, promptly take such action as is necessary to discharge any Lessor Lien
to the extent attributable to it on any part of the Aircraft; provided, that
the Sublessor may in good faith and with the Sublessee's consent, which shall
not be unreasonably withheld, by appropriate proceedings contest claims or
charges resulting in any such Lien as long as such contest does not involve any
material danger of the sale, forfeiture, loss, or loss of use of any Item or
any interest therein; and the Sublessor shall indemnify and hold harmless the
Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

         (2)     Transfer of Interests.  Except in connection with an exercise
of remedies following an Event of Default, the Sublessor shall not (a) assign,
convey, or otherwise transfer all or any part of its interest in the Aircraft,
or (b) sell or otherwise transfer all or substantially all of its assets and
business, except (in the case of clause (a) or (b)) (i) as required by this
Sublease, or (ii) with the Sublessee's consent, which shall not be unreasonably
withheld, to another Person.  Any such transferee, by an instrument in writing
delivered to the Sublessee, must (aa) expressly assume all the obligations and
liabilities of the Sublessor under the Operative Documents (to the extent
relating to the interest transferred), (bb) make the representations and
warranties of the transferor the Sublessor





                                       20
<PAGE>   26
set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section 101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section 501(b)(1)(A)(ii) of the Federal Aviation Act.  If any
tax loss is incurred as a result of a transfer under this Section 5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

         (3)     Business Activity.  The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

         (4)     Further Assurances.  The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

          6.     CONDITIONS PRECEDENT.

         The Sublessor's and the Sublessee's obligations to execute and deliver
the Sublease Supplement are subject to the fulfillment to the reasonable
satisfaction of each of the following conditions precedent (except that
conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

         (1)     Sublessee's Secretary's Certificate.  The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (2)     Sublessee's Officer's Certificate.  The Sublessee's
representations and warranties in Section 5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

         (3)     Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section 5(a)(1), (2), (3), (4), (6), (13), (14), and (15).





                                       21
<PAGE>   27
         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

         (5)     Sublessor's Secretary's Certificate.  The Sublessee shall have
received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (6)     Sublessor's Certificate.  The Sublessor's representations and
warranties in Section 5(c) shall be true and correct in all material respects
on the Closing Date with the same effect as though made on the Closing Date,
and the Sublessee shall have received a certificate from the Sublessor, dated
the Closing Date, to such effect.

         (7)     Opinion of Sublessor's Counsel.  The Sublessee shall have
received a favorable opinion of Troutman Sanders, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section 5(c) (2), (3), (5), (6) and (8)(i).

         (8)     ATR Certificate.  The Sublessor and the Sublessee shall have
received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

         (9)     ATR Opinion.   The Sublessor and the Sublessee shall have
received favorable opinions of Clifford Chance and Troutman Sanders, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[  *  ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

         (10)    Operative Documents.  The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)     [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28

         (f)     the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

         (11)    FAA Opinion.  The Sublessor, ATR, and the Sublessee shall have
received a favorable opinion of Crowe & Dunlevy, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

                 (a)      the FAA Bill of Sale, the Lease (including the Lease
         Supplement thereto), the Mortgage (including the Mortgage Supplement
         thereto), the Trust Agreement, and this Sublease (including the
         Sublease Supplement) are in due form for recording pursuant to the
         Federal Aviation Act, and were duly filed with the FAA on the Closing
         Date;

                 (b)      the FAA Registration Application in the name of the
         Lessor for the Aircraft is in due form for filing and was duly filed
         with the FAA on the Closing Date, and all instruments necessary to
         cause the FAA to issue to the Lessor in due course a certificate of
         aircraft registration for the Aircraft have been duly filed with the
         FAA;

                 (c)      the Lessor has good and marketable title to the
         Airframe, and the Airframe, Engines, and Propellers are free and clear
         of all Liens except (i) Liens created by the Mortgage, the Lease, and
         the Sublease, and (ii) Liens created by documents filed for
         recordation pursuant to the Federal Aviation Act but not shown on
         indices of filed but unrecorded documents available to such counsel
         before filing the documents referred to in subclause (a) above; and

                 (d)      except for the filings described in subclauses (a)
         and (b) above, no filing or recording of any document or instrument
         referred to in those subclauses or any other document or instrument is
         necessary or desirable to establish and perfect the ownership interest
         of the Lessor in the Aircraft in any other place within the United
         States.

         (12)    Insurance Reports.  The Sublessor and ATR shall have received
(a) an insurance report of an independent aircraft insurance broker, dated the
Closing Date, reasonably acceptable to the Sublessor, and the certificates of
insurance, in form and substance reasonably satisfactory to each of them, as to
the due compliance with the terms of this Sublease relating to insurance, and
(b) a certificate signed by an independent aircraft insurance broker, dated the
Closing Date, certifying that the insurance carried and maintained on the
Aircraft complies with the terms of the Lease.

         (13)    Financing Completed. The conditions set forth in Section 10 of
the Participation Agreement shall have been met and the closing contemplated
thereby shall have been accomplished.





                                       23
<PAGE>   29
         (14)    Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

         Each opinion of counsel delivered pursuant to this Section 6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

          7.     RETURN OF AIRCRAFT.

          (a)    TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section 20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section 3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor.  The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee.  At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease).  All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

         The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense.  The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates. Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section 7 in any material respect, then the Sublessor or its
designee shall be entitled to such additional test flights at the Sublessee's
expense as shall be reasonably required by the Sublessor or its designee to
demonstrate correction of the defect and compliance with the provisions of this
Section 7.

          (b)    CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30
 [  *  ]





                                       25
<PAGE>   31
 [  *  ]





         At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience.  If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub-Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

          (c)    RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty bill of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return.  The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

          (d)    AIRWORTHINESS DIRECTIVES.  Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and





                                       26
<PAGE>   32
amendments or changes to the Federal Aviation Regulations as applicable to the
Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations.  The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within
the six-month period after the end of the Term.

          (e)    DEFERRED MAINTENANCE.  There shall be no open, outstanding, or
deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre-delivery inspections or test flights.

          (f)    CORROSION.  The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft.  Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section 12(b)(i).

          (g)    AIRCRAFT PHYSICAL CONDITION.  The Aircraft shall be complete
and function and perform per the manufacturer's specifications (normal wear and
tear excepted).  Discrepancies noted during the pre-return inspections and
acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

          (h)    MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft.  These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing.  All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability. All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft.  All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

         The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable





                                       27
<PAGE>   33
oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

         Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft.  During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

          (i)    OPTION TO BUY REMOVABLE IMPROVEMENTS.  At least 30 days before
return, the Sublessee shall notify the Sublessor of all Removable Improvements
which have been used by the Sublessee during the Term and which the Sublessee
has removed or intends to remove from the Aircraft as permitted by Section
12(e).  The Sublessor may, at its option, upon written notice to the Sublessee,
purchase any or all Removable Improvements upon the expiration of the Term at
their then Fair Market Value to the Sublessee.

          (j)    AID IN DISPOSITION. The Sublessee agrees, during the last six
months of the Term (and during the storage period described in Section 7(h)),
to provide such information with respect to the Aircraft as is reasonably
requested by the Sublessor in furtherance of the Sublessor's or the Lessor's
efforts to sell the Aircraft upon expiration of the Term; provided, that
nothing in this paragraph shall require the Sublessee to take any action or to
permit or suffer any action which shall interfere with the Sublessee's use of
the Aircraft.

          8.     DISCLAIMER OF WARRANTIES, ETC.  THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS".  THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT.  THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT





                                       28
<PAGE>   34
THERETO ARE TO BE BORNE BY THE SUBLESSEE.  NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

         9.     OWNERSHIP; RIGHTS OF THE SUBLESSEE.

         The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder.  During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section 4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

         10.    LIENS.

         The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section 12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section 10.

         11.    TAXES.

         The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.





                                       29
<PAGE>   35
          12.    REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

          (a)    REGISTRATION.  The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

          (b)    MAINTENANCE; RECORDS.  The Sublessee shall maintain, inspect,
service, repair, overhaul, and test the Airframe, each Engine, and each
Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so as
to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination).  The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft. All manuals and technical
records delivered to the Sublessee shall be maintained in their original paper
form.  All other manuals and technical records shall be maintained in such form
as the Sublessee is required to maintain them under the Sublessee's maintenance
program.  The manuals and technical records (including all original paper
versions thereof) shall be the property of the





                                       30
<PAGE>   36
Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section 18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

          (c)    COMPLIANCE AND USE.  The Sublessee shall not permit any Item
to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

          (d)    REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section 12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section 12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                       31
<PAGE>   37
          (e)    IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

         Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section 12(a), (b), or (c), or the first sentence of this Section 12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

         The Sublessor represents and warrants to Sublessee that, in the Lease,
the Lessor has agreed as follows:  If any Removable Improvement is owned by any
third party or is subject to a conditional sales contract or other security
interest, then the Lessor agrees for the benefit of any such owner, conditional
vendor, or secured party that the Lessor will not acquire or claim, as against
such owner, conditional vendor, or secured party, any right, title, or interest
in any such Removable Improvement as the result of its installation on the
Airframe, an Engine, or a Propeller; provided, that the Lessor's agreements in
this sentence shall be ineffective unless such owner, conditional vendor, or
secured party agrees in writing and in a legally enforceable manner (i) not to
acquire or claim, as against the Lessor, any right, title, or interest in the
Airframe, any Engine, or any Propeller by reason of the installation of such
Removable Improvement thereon, and (ii) promptly, after notice, to remove such
Removable Improvement if the Lessor declares the Lease to be in default.





                                       32
<PAGE>   38
          (f)    POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section 12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section 12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section 12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section 12(d).

          (g)    INSIGNIA.  The Sublessee shall (i) cause each Item to be kept
numbered with the identification or serial numbers therefor as specified in the
Equipment Schedule, and (ii) as promptly as practicable (and in any event
within 30 days after the Closing Date), affix and maintain in the Airframe
adjacent to and not less prominent than the airworthiness certificate, and on
each Engine in a prominent location, a durable nameplate bearing the following
legend:

         This Aircraft is subject to a security interest in favor of Shawmut
         Bank Connecticut, National Association (as loan trustee) and is leased
         from First Security Bank of Utah, N.A. (as owner trustee).  This
         Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section 12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section 12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

          13.    INSPECTION.

         At all reasonable times during the Term the Sublessor, the Lessor, the
Owner Participant, the Loan Trustee, or any Loan Participant (and any agent or
authorized representative of the foregoing) may, at its own expense (or at the
Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                       33
<PAGE>   39
with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

         Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

          14.    LOSS OR DESTRUCTION; REQUISITION OF USE.

          (a)    EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs to
the Airframe, the Sublessee shall within 15 days after such occurrence give to
the Sublessor, the Lessor, and the Loan Trustee written notice of such Event of
Loss.  Within 31 days after that Event of Loss occurs (or, if earlier, within
five days after the receipt of insurance proceeds for that Event of Loss), the
Sublessee shall pay or cause to be paid (including via payment of insurance
proceeds) to the Sublessor or its assignee, on a Rent Payment Date, an amount
equal to (x) the Stipulated Loss Value of the Aircraft, determined as of the
Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"), plus
(y) all other amounts of Rent due on or before the SLV Date and any reasonable
expenses and costs incurred in connection with such Event of Loss by the
Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

          (b)    EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of Loss
occurs to any Engine or Propeller under circumstances in which no Event of Loss
occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section 10(i) and (iii)).  At the time of any such conveyance, the Sublessee
shall, at its expense: (i) furnish the Lessor with a bill of sale, in form and
substance reasonably satisfactory to the Lessor, for such Replacement Engine or
Replacement Propeller, (ii) cause supplements hereto, to the Lease, and to the
Mortgage, in form and substance reasonably satisfactory to the Sublessor, the
Lessor, and the Loan Trustee, for such Replacement Engine or Replacement
Propeller, to be duly executed by the appropriate parties and recorded pursuant
to the Federal Aviation Act, (iii) execute and, if necessary, file such
documents as the Lessor or the Sublessor reasonably requests to confirm the
Lessor's ownership of, and title, to such Replacement





                                       34
<PAGE>   40
Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section 14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section 10(i) and (iii)), leased
hereunder, and subjected to the Lien of the Mortgage to the same extent as the
Engine or Propeller replaced thereby.

         Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section 14(b) shall result in any reduction
in Basic Rent.

          (c)    RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee hereby
assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section 14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                       35
<PAGE>   41
          (d)    REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section 3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

          (e)    APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                 (i)  if such payments are received as a result of an Event
         of Loss to the Airframe (and any Engine or Propeller then installed
         thereon), (aa) so much of such payments as shall not exceed the
         Stipulated Loss Value for the Aircraft shall be applied in reduction
         of the Sublessee's obligation to pay such Stipulated Loss Value if not
         already paid by the Sublessee, or, if already paid by the Sublessee,
         shall be applied by the Sublessor (or its assignee) to reimburse the
         Sublessee for its payment of such Stipulated Loss Value, and (bb) the
         balance, if any, of such payments remaining thereafter shall be paid
         over to, or retained by, the Sublessee; and

                 (ii)  if such payments are received as the result of an Event
         of Loss to an Engine or Propeller under the circumstances contemplated
         by Section 14(b), such payments shall be paid over to, or retained by,
         the Sublessor (or its assignee) in the same manner as Rent under
         Section 3(f); and if and when the Sublessee shall have fully performed
         the terms of Section 14(b) with respect to the Event of Loss for which
         such payments are made (including completing the replacement being
         made), such payments shall be paid over to, or retained by, the
         Sublessee.

         If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                       36
<PAGE>   42
selected by the Sublessee.  All profits and losses on such investments and any
taxes in respect thereof shall be for the account of the Sublessee. In order to
make the payments to the Sublessee provided for in clause (ii) of this Section
14(e) or in Section 15(c), the Sublessor, the Lessor, and the Loan Trustee are
authorized to sell any obligations so purchased, and shall not be required to
make such payments to the Sublessee until the Sublessor, the Lessor, or the
Loan Trustee (as the case may be) has had a reasonable time to sell such
obligations and to obtain the sale proceeds.

          (f)    PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section 14 to the contrary, any amount referred to in this Section 14 which is
otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

          15.    INSURANCE.

          (a)    LIABILITY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, comprehensive aircraft
and general liability insurance (including passenger legal liability insurance
and property damage insurance, and including war-risk and allied perils
coverage for operations described in the last sentence of Section 15(b)), for
the Aircraft (i) in amounts which are not less than those maintained at the
time on similar aircraft, airframes, engines, and propellers that then comprise
the Sublessee's fleet, but in no event less than $200,000,000 combined single
limit, (ii) of the types usually carried by United States air carriers engaged
in the same or a similar business, simi larly situated with the Sublessee and
owning or operating similar aircraft, airframes, engines, and propellers and
which cover risks of the kind customarily insured against by such air carriers.
The Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against under this Section 15(a), in any amounts not to exceed [  *  ] of the
Sublessee's tangible net worth per occurrence, and in any event not to exceed [
*  ] per year for the Sublessee's entire fleet.

          (b)    CASUALTY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section 15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                       37
<PAGE>   43
Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section 21),
threatened area of hostility.

          (c)    ENDORSEMENTS.  Any policies of insurance carried in accordance
with this Section 15: (i) shall include the Additional Insureds as their
interests appear as additional insureds, (ii) with respect to insurance carried
in accordance with Section 15(b), shall be payable to the Loan Trustee (for the
account of all parties) and if no Default exists, shall be disbursed to the
Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section 12 or shall be disbursed as otherwise required by
this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub-sublessee, or any other Person except such
Additional Insured, (v) shall provide that the insurers shall waive any rights
of subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section 15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

          (d)    REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                       38
<PAGE>   44
covering the risks and in the amounts required by this Section 15 (specifically
referring to this Section 15) are in full force and effect and that, in the
opinion of such broker, the insurance then carried and maintained in respect of
the Aircraft is adequate to protect the interests of each Additional Insured
and otherwise complies with the terms of this Section 15, and including (i)
confirmation that the insurance has been placed with insurers, giving the name
of each insurer, the amount for which it insures (and any portion thereof which
is subject to a deductible), and the period of the policy, and (ii)
confirmation that all premiums due to the insurers have been paid.  Such report
will provide that the broker will notify the Additional Insureds in writing
promptly of any defaults in the payment of any premium and of any other act or
omission on the part of the Sublessee or any sub-sublessee or of any event of
which such broker has knowledge which might invalidate or render unenforceable,
in whole or in part, any insurance for the Airframe, any Engine, or any
Propeller.

          (e)    OTHER INSURANCE.  If the Sublessee fails to maintain insurance
as required by the terms of this Section 15, any Additional Insured may, after
making a good faith attempt to give reasonable advance notice to the Sublessee
of such Additional Insured's intent to do so, provide such insurance and, in
such event, the Sublessee shall, upon demand, reimburse such Additional
Insured, as Supplemental Rent, for the cost thereof, without waiver of any
other rights such Additional Insured may have. Nothing in this Sublease shall
prohibit the Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or
any Loan Participant from insuring the Airframe, any Engine, or any Propeller
or its interest therein at its own expense in an amount in excess of that
required to be maintained by the Sublessee hereunder, provided that such excess
insurance in no way limits the availability of any insurance required to be
maintained by the Sublessee hereunder.

          (f)    INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor and
the other Additional Insureds shall accept, in lieu of insurance against any
risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

          16.    SUB-SUBLEASE; POSSESSION.

          (a)    SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not, without
the Sublessor's prior written consent, assign any of the Sublessee's rights
hereunder or sub-sublet or otherwise relinquish possession of the Airframe, any
Engine, or any Propeller, or permit any Engine or Propeller to be installed on
any airframe or engine other than the Airframe or an Engine, provided that, so
long as no Default exists at the beginning of such sub-sublease,
relinquishment, or installation, the Sublessee (or, if under a sub-sublease
with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but only with
respect to clauses (i) through (v) and (vii) of this Section 16(a)) may,
without the Sublessor's prior written consent:

                 (i) subject any Engine or Propeller to normal pooling
         arrangements customary in the United States airline industry and
         entered into in the ordinary course of its business





                                       39
<PAGE>   45
         with any Permitted Air Carrier, provided that no transfer of title to
         such Engine or Propeller is contemplated or required in connection
         therewith (but if the Lessor's title to any such Engine or Propeller
         is divested under any such arrangement, such divestiture shall be
         deemed to be an Event of Loss to such Engine or Propeller and the
         Sublessee (or such Permitted Sub-Sublessee) shall comply with Section
         14(b) in respect thereof;

                 (ii) deliver possession of any Item to any qualified
         organization for testing, maintenance, or overhaul work or for
         Improvements to the extent required or permitted by Section 12;

                 (iii) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee) free and
         clear of all Liens, except (aa) Permitted Liens, (bb) Liens that do
         not apply to such Engine or Propeller, (cc) the Lien of any agreement
         which effectively provides that such Engine or Propeller shall not
         become subject to the Lien thereof, notwithstanding the installation
         of such Engine or Propeller on any airframe or engine subject to the
         Lien of such agreement, unless and until the Sublessee (or such
         Permitted Sub-Sublessee) becomes the owner of such Engine or
         Propeller, and (dd) those created by the rights of other Permitted Air
         Carriers under normal interchange or pooling agreements which are
         customary in the United States airline industry and do not contemplate
         or require the transfer of title to such Engine or Propeller;

                 (iv) install any Engine or Propeller on an airframe or engine
         leased to the Sublessee (or such Permitted Sub-Sublessee) or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement, so long as such Engine
         or Propeller does not become subject to a Lien (other than a Permitted
         Lien);

                 (v) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee), leased to
         the Sublessee (or such Permitted Sub-Sublessee), or owned by the
         Sublessee (or such Permitted Sub-Sublessee) subject to a conditional
         sale or other security agreement under circumstances where neither
         clause (iii) nor clause (iv) above applies (but such installation
         shall be deemed an Event of Loss to such Engine or Propeller and the
         Sublessee shall comply with Section 14(b) in respect thereof, the
         Sublessor and the Lessor not intending hereby to waive any right or
         interest it may have to or in such Engine or Propeller under
         applicable law until compliance by the Sublessee with Section 14(b));

                 (vi) with the Sublessor's prior written consent (which shall
         not be unreasonably withheld), sub-sublease the Aircraft to any
         Permitted Air Carrier which is not bankrupt or the subject of
         proceedings to declare it bankrupt or the subject of proceedings for
         reorganization pursuant to any existing or future bankruptcy laws (the
         Sublessee to deliver to the Sublessor at least 30 days' prior written
         notice of any proposed sub-sublease including a description thereof);
         or





                                       40
<PAGE>   46
                 (vii) transfer possession of any Item to the United States of
         America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub-sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section 20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

          (b)    SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N635AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

                 (i) require the sub-sublessee to enter into an agreement, in
                 form and substance reasonably satisfactory to the Primary
                 Sublessor or its assignee, attorning to and recognizing the
                 Primary Sublessor or its assignee as the sub-sublessor
                 hereunder and reconfirming all of the obligations of the
                 sub-sublessee hereunder, or

                 (ii) terminate this sub-sublease and require prompt delivery
                 by the sub-sublessee of the Aircraft to the Primary Sublessor
                 or its assignee, in accordance with the provisions of Section
                 ___ hereof.





                                       41
<PAGE>   47
                 Unless the sub-sublessee shall have received any such written
         notice from the Primary Sublessor or its assignee requiring attornment
         or terminating this sub-sublease, the sub-sublessee shall be and
         remain fully obligated hereunder notwithstanding the continuance of
         any Event of Default under the Primary Sublease or any termination
         thereof.

          (c)    SUBLESSOR WAIVER.  The Sublessor hereby agrees (and warrants
that the Lessor has agreed in the Lease), for the benefit of each lessor or
secured party of any engine or propeller leased to the Sublessee (or any
Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted Sub-
Sublessee) subject to a conditional sale or other security agreement, that the
Sublessor and the Lessor shall not acquire or claim, as against such lessor or
secured party, any right, title, or interest in any engine or propeller as the
result of the installation of such engine or propeller on the Airframe or an
Engine at any time while such engine or propeller is subject to such lease or
conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

          17.    EVENTS OF DEFAULT.

         Each of the following shall continue an "Event of Default":

         (a)     Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

         (b)     Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section 15.

         (c)     Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section 16(a), or a violation of Section 5(b)(2) occurs.

         (d)     Sublessee Covenants.  The Sublessee fails to perform any other
covenant or agreement to be performed by it under the Operative Documents, and
such failure continues for 15 days after the Sublessee receives written notice
thereof.

         (e)     Sublessee Representations.  Any representation or warranty of
the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

         (f)     Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                       42
<PAGE>   48
timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S.  Bankruptcy Code.

         (g)     Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

         (h)     Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

         (i)     Judgments.  One or more judgment(s) is/are rendered by one or
more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

         (j)     ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section 4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section 4042 of ERISA, or
any proceeding shall be commenced under Section 4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

         (k)     Repudiation.  The Sublessee denies any further liability under
any Operative Document.

         (l)     Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

         18.     REMEDIES.

         (a)     GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section 17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                       43
<PAGE>   49
sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                 (i) cancel (in the sense of UCC Section 2A-505(1)) this
         Sublease or require the Sublessee, upon the Sublessor's demand (and at
         the Sublessee's cost and expense), to return promptly, and the
         Sublessee hereby agrees that it shall return promptly, all or such
         part of the Aircraft as the Sublessor so demands, to the Sublessor or
         its designee in the manner and condition required by, and otherwise in
         accordance with all the provisions of, Section 7 as if the Aircraft
         were being returned at the end of the Term, or if the Sublessee does
         not so deliver such Item(s), the Sublessor or the Sublessor's agent,
         at the Sublessor's option, may (but shall be under no obligation to)
         enter upon the premises where all or any part of the Aircraft is (or
         is believed by the Sublessor possibly to be) located and take
         immediate possession of and remove the same (together with any engine
         or propeller that is installed on the Airframe or any Engine or
         installed engine, subject to the rights of any owner, lessor, lienor,
         or secured party of such engine or propeller) by summary proceedings
         or otherwise, all without becoming liable for or by reason of such
         entry or taking of possession or removal, whether for the restoration
         of damage to property caused by such action or otherwise;

                 (ii) with or without taking possession thereof, sell any Item
         at public or private sale, as the Sublessor, in its sole discretion,
         shall determine, free and clear of any rights of the Sublessee, or
         otherwise dispose of, hold, use, operate, lease to others, or keep
         idle any Item as the Sublessor, in its sole discretion, may determine,
         all free and clear of any rights or claims of the Sublessee and
         without any duty to account to the Sublessee with respect to such
         action or inaction or for any proceeds with respect thereto, except as
         otherwise provided herein (and to the extent, if any, that notice of
         sale is required, the Sublessee agrees that 10 days' notice of the
         date, time, and place (and terms, in the case of a private sale) is
         reasonable);

                 (iii) whether or not the Sublessor shall have exercised, or
         shall thereafter at any time exercise, any of its rights under clause
         (i) or (ii) above with respect to any Item, the Sublessor, by written
         notice to the Sublessee specifying a payment date (the "Default
         Payment Date")) which shall be the Basic Rent Date (or, if there are
         no further Basic Rent Dates, then any date) following the date of such
         notice, may cause the Sublessee to pay to the Sublessor, and the
         Sublessee shall pay to the Sublessor, on the Default Payment Date, as
         liquidated damages for loss of a bargain and not as a penalty (and in
         lieu of all Basic Rent accruing on or after the Default Payment Date),
         any unpaid Basic Rent due prior to the Payment Date (together with
         interest on such amount at the Late Payment Rate from the Basic Rent
         Dates as of which such Rent was not paid until the actual date of
         payment of such amount), plus whichever of the following amounts the
         Sublessor, in its sole discretion, shall specify in such notice: (x)
         an amount equal to the excess, if any, of (aa) the Basic Rent for any
         or all of the Item(s) (as specified by the Sublessor), due on or after
         the Default Payment Date, over (bb) the aggregate Fair Market Rental
         Value of such Item(s) for the remaining





                                       44
<PAGE>   50
         Term, after discounting each to present value as of the Default
         Payment Date at the Debt Rate, or (y) an amount equal to the excess,
         if any, of (aa) the Stipulated Loss Value for any or all of the
         Item(s) (as specified by the Sublessor), as of the Default Payment
         Date over (bb) the Fair Market Value of such Item(s);

                 (iv) if the Sublessor sells any Item(s), the Sublessor may
         elect, in lieu of exercising its rights under clause (iii) with
         respect to such Item, to require the Sublessee to pay to the
         Sublessor, and the Sublessee in such event shall pay to the Sublessor,
         on the date of such sale, as liquidated damages for loss of a bargain
         and not as a penalty (and in lieu of all Basic Rent accruing after
         such sale occurs), any unpaid Basic Rent due on or before such sale
         date (together with interest on such amount at the Late Payment Rate
         from the Basic Rent Dates as of which such Rent was not paid until the
         actual date of payment of such amount) plus the amount of any
         deficiency between the net proceeds of such sale and the Stipulated
         Loss Value of the Aircraft or such Item(s), as of the date of such
         sale (or, if such date is not a Basic Rent Date, then the Basic Rent
         Date following the sale date), together with interest on such
         Stipulated Loss Value at the Late Payment Rate from the Basic Rent
         Date as of which such Stipulated Loss Value is determined until the
         date of actual payment of such amount;

                 (v) in lieu of exercising its rights under clauses 18(ii),
         (iii), and (iv) for any particular Item, the Sublessor may, by notice
         to the Sublessee specifying a payment date not earlier than 10 days or
         more than 30 days from the date of such notice, require the Sublessee
         to pay to the Sublessor, and the Sublessee shall pay to the Sublessor,
         on the payment date specified in such notice, as liquidated damages
         for loss of a bargain, and not as a penalty, and in lieu of any
         further payments of Basic Rent hereunder with respect to such Item, an
         amount equal to the sum of (aa) all unpaid Rent payable on or before
         the date of payment specified in such notice plus (bb) the Stipulated
         Loss Value for such Item computed as of the Basic Rent Date on (or, if
         such payment date is not a Basic Rent Date, then the following Basic
         Rent Date) the date of payment specified in such notice together with
         interest, if any, at the Late Payment Rate on the amount of such Rent
         and Stipulated Loss Value from the payment date specified in such
         notice until the date of actual payment; and upon such payment of
         liquidated damages and all other Rent then due and payable by the
         Sublessee hereunder, the Lessor shall transfer "as is, where is and
         with all faults", without any representation, recourse, or warranty
         whatsoever, express or implied (except as to the absence of Lessor
         Liens), such Item to the Sublessee, and the Lessor shall execute and
         deliver such documents evidencing such transfer and take such further
         action in connection therewith as the Sublessee shall reasonably
         request. In addition, the Sublessor may, within 30 days after the
         Sublessee shall make payment of all amounts required above, give the
         Sublessee written notice requesting that the Fair Market Value of the
         Item as of the date on which Stipulated Loss Value was computed
         pursuant to subclause (bb) of this clause (v) be determined; and if
         such Fair Market Value as of such date is determined to exceed the
         Stipulated Loss Value of such Item paid pursuant to this clause (v),
         the Sublessee shall immediately pay the amount of such excess to the
         Sublessor;





                                       45
<PAGE>   51
                 (vi) the Sublessor may proceed by appropriate court action or
         otherwise to enforce the terms hereof, including payment of periodic
         Basic Rent, or to recover damages for the breach hereof;

                 (vii) the Sublessor or any other Indemnitee may enforce
         payment of Supplemental Rent; or

                 (viii) the Sublessor may exercise any other right or remedy
         then available to it under applicable law.

         In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section 7, or (4) placing any Item in the
condition and airworthiness required by Section 7, which amounts shall be
reimbursed on an After-Tax Basis.

          (b)    SUBLESSEE WAIVER.  To the extent now or hereafter permitted by
applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

          (c)    REMEDIES CUMULATIVE.  No remedy referred to herein is intended
to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Section 18 or otherwise available to the Sublessor
at law or in equity. No express or implied waiver by the Sublessor of any
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                       46
<PAGE>   52
          19.     [  *  ] INDEMNITY.

          (a)    INDEMNITY.  [  *  ]





[  *  ]





          (b)    EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53
[  *  ]





          (c)    REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise would
have to such Indemnitee under this Section 19 (except to the extent that such
Indemnitee's failure to give reasonable notice to the Sublessee increases the
amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19).  So long as no Default exists, the Sublessee may assume control of
the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section 19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee.  However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

          (d)    PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee shall
be obligated under this Section 19 irrespective of whether the Indemnitee is
also indemnified against the same matter under any other Operative Document or
other document by any other Person, and the Indemnitee may proceed directly
against the Sublessee under this Section 19 without first resorting to any such
rights of indemnification except as such rights exist against ATR.  Upon the
payment in full of any indemnities due and owing under this Section 19, the
Sublessee shall be subrogated to any right of the Indemnitee in respect of the
matter against which indemnity has been given.  The Sublessee's indemnities in
this Section 19 shall survive expiration, cancellation, or termination of this
Sublease and the return of the Aircraft.

          (e)    COMPUTATIONS.  Any payment or indemnity pursuant to this
Section 19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section 19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                       48
<PAGE>   54
          (f)    ATR OBLIGATIONS.  This Section 19 does not supersede or modify
any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

          20.    PURCHASE OPTIONS.

          (a)    PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section 16 of the Lease.

          (b)    PURCHASE.  On the purchase date specified by the Sublessee
under Section 20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

          21.    NOTICES.

          All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                       49
<PAGE>   55
                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


          22.    SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

          This Sublease shall bind, and (subject to limitations in the Operative
Documents) shall bene fit and may be enforced by, (i) the Sublessor and its
successors and assigns, and (ii) the Sublessee and its successors and assigns.
The indemnities in Section 11 and 19 shall, in accordance with their terms,
benefit the Indemnitees.

          23.    ACKNOWLEDGEMENT OF ASSIGNMENT.

          After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                       50
<PAGE>   56
the Lessor or the Loan Trustee.  If the Lease is cancelled or terminated
pursuant to Section 15 thereof, the Lessor may, at its option, by written notice
to the Sublessee after the date of such termination, require the Sublessee to
enter into an agreement in form and substance satisfactory to the Sublessee and
the Lessor attorning to and recognizing the Lessor as the Sublessor hereunder
and reconfirming all of the obligations of the Sublessee hereunder.

          Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

          24.    MISCELLANEOUS.

          (a)    AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

          (b)    SURVIVAL OF AGREEMENTS.  Except as otherwise provided herein
or therein, all agreements, indemnities, representations, and warranties in
this Sublease or any other Operative Document shall survive the execution and
delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

          (c)    SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

          (d)    ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings. This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

          (e)    COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                       51
<PAGE>   57
          (f)    FURTHER ASSURANCES.  On the Closing Date, the Sublessee will
cause this Sublease (including the Sublease Supplement) to be duly filed and
recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

          (g)    RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

          (h)    GOVERNING LAW.  This Sublease is being delivered in Georgia,
and shall be governed by and construed in accordance with the laws of Georgia
(excluding any conflict-of-laws rule that would apply the laws of any other
jurisdiction).

          (i)    HEADINGS.  The headings in this Sublease are for convenience
of reference only, and are not a substantive part of this Sublease.

          (j)    SECTION 1110 COMPLIANCE.  Notwithstanding any provision herein
or elsewhere contained to the contrary, it is understood and agreed among the
parties hereto that the transactions contemplated by this Sublease are
expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section 1110 of the U.S.  Bankruptcy Code.

          (k)    TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                       52
<PAGE>   58
                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

                 (2)      the initial and ongoing fees and expenses (including
         reasonable legal fees) of the Lessor and the Loan Trustee;

                 (3)      the fees of D'Accord Financial Services, Inc. for
         arranging the financing; and

                 (4)      the fees and expenses, including those of The
         Corporation Trust Company, for establishing and administering the
         Sublessor.

         All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                       53
<PAGE>   59
         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N635AS].


                                          ANTOINE FINANCE CORPORATION,
                                            Sublessor
                                          
                                          By /s/ Kim E.  Lutthans              
                                            -----------------------------------
                                          
                                          Title: Vice President                
                                                -------------------------------
                                          
                                          ATLANTIC SOUTHEAST AIRLINES, INC.,
                                            Sublessee
                                          
                                          By                                   
                                            -----------------------------------
                                          
                                          Title:                               
                                                -------------------------------
                                          

[This is the Original counterpart for chattel paper purposes.]





<PAGE>   60
         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N635AS].


                                     ANTOINE FINANCE CORPORATION,
                                       Sublessor
                                     
                                     By                                   
                                       -----------------------------------------
                                     
                                     Title:                               
                                           -------------------------------------
                                     
                                     ATLANTIC SOUTHEAST AIRLINES, INC.,
                                       Sublessee
                                     
                                     By /s/ Ronald V.  Sapp               
                                       -----------------------------------------
                                          
                                     Title: Vice President-Finance and Treasurer
                                            ------------------------------------


[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       55
<PAGE>   61
                                                                       EXHIBIT A
                                                                     to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N635AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                         SUBLEASE SUPPLEMENT [N635AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N635AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

         The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

         All terms that are defined in the Sublease Agreement and not in this
Sublease Supplement have the same meanings in this Sublease Supplement as in
the Sublease Agreement.

         1.  THE AIRCRAFT.

         The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

         2.  SUBLESSEE'S REPRESENTATIONS.

         The Sublessee hereby represents and warrants that, on the date of this
Sublease Supplement: (a) the Sublessee's representations and warranties in the
Sublease are true and correct in all material respects as though made on and as
of the date of this Supplement, and (b) no Default exists.

         3.  MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62
This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N635AS].

                                      ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                  Sublessee
                                      
                                      
                                      By                                       
                                        ---------------------------------------
                                      
                                      Title:                                   
                                            -----------------------------------
                                      
                                      
                                      ANTOINE FINANCE CORPORATION,
                                                  Sublessor
                                      
                                      
                                      By                                       
                                        ---------------------------------------
                                      
                                      Title:                                   
                                            -----------------------------------



[This is the "Original" counterpart for chattel paper purposes.]

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63
                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N635AS and manufacturer's
serial no. 372, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127028 and 127029, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930515 and 930714, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64
[N635AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65
                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


         The Stipulated Loss Value for the Aircraft shall be the percentage of
its Aircraft Cost set forth opposite the applicable Basic Rent Date:

           Basic Rent Date                  Stipulated Loss Value*
           ---------------                  ----------------------

                         [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section 3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section 3(h)
of the Sublease Agreement.
<PAGE>   66
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                       C-1
<PAGE>   67
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                       C-2
<PAGE>   68
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                       C-3
<PAGE>   69
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                       C-4
<PAGE>   70
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                       C-5
<PAGE>   71
                                   SCHEDULE I


Payment Instructions:


      LESSOR:
      
      
                    Wire transfer of immediately available funds to First
                    Security Bank of Utah, N.A., 79 South Main Street, Salt Lake
                    City, Utah  84111, Attn: Corporate Trust Department, ABA
                    #124-0000-12, account no. 051-0922115.  Re: ATR-ASA (1995).
                             
                             
      OWNER PARTICIPANT:     
                             
                    Wire transfer of immediately available funds to First Union
                    National Bank of North Carolina, 301 S. College Street, 20th
                    Floor, One First Union Center, Charlotte, NC 28202-0738,
                    Attn: Pat Parr, ABA # 053000219, account no. 20 704 825
                    41513, Re: ATR N635AS.
                             
                             
      LOAN TRUSTEE:          
                             
                    Wire transfer of immediately available funds to Shawmut Bank
                    Connecticut, National Association, 777 Main Street, 
                    Hartford, CT 06115, Attn: Corporate Trust Administration, 
                    ABA #______________, account no. ___________, Re: ATR 
                    N635AS.





                                      66
<PAGE>   72
                 LOAN PARTICIPANT:

                                 Wire transfer of immediately available funds
                                 to _________________________________________ 
                                 ____________________________________________
                                 ____________________________________________
                                 _____________________.
                                         

                 SUBLESSOR:

                                 Wire transfer of immediately available funds 
                                 to BankAmerica International, New York, for 
                                 the account of Bank of America NT&SA, London, 
                                 account no. 37-60564, in favor of Bank of
                                 America International Limited, account no. 
                                 10985218, Re:  ATR-ASA.






                                      67
<PAGE>   73
Certain of the Sublessor's rights under Sublease Agreement [N635AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N635AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N635AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.  MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74
                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N635AS].

                                     ATLANTIC SOUTHEAST AIRLINES, INC.,
                                               Sublessee
                                       
                                     By /s/ Ronald V.  Sapp                  
                                       -----------------------------------------
                                       
                                     Title: Vice President-Finance and Treasurer
                                           -------------------------------------
                                       
                                       
                                       
                                     ANTOINE FINANCE CORPORATION,
                                               Sublessor
                                       
                                     By /s/ Kim E.  Lutthans                 
                                       -----------------------------------------
                                       
                                     Title: Vice President                   
                                           -------------------------------------




[This is the "Original" counterpart for chattel paper purposes.]

                                     [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75
                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N635AS and manufacturer's
serial no. 372, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127028 and 127029, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930515 and 930714, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   76
[N635AS]                                                               EXHIBIT B
                                                          to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77
                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

               Basic Rent Date                  Stipulated Loss Value*
               ---------------                  ----------------------

                                                [See attached table]





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section 3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section 3(h) of the Sublease Agreement.
<PAGE>   78
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                      C-1
<PAGE>   79
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                      C-2
<PAGE>   80
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                      C-3
<PAGE>   81
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                      C-4
<PAGE>   82
N635AS                                                                 EXHIBIT C
                                                          to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                      C-5
<PAGE>   83
================================================================================




                   SUBLEASE TAX INDEMNITY AGREEMENT [N635AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor



                                ---------------


                            One ATR-72-212 Aircraft





================================================================================
<PAGE>   84
                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
[  *  ]





<PAGE>   85
         This Sublease Tax Indemnity Agreement [N635AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N635AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

         [  *  ]





<PAGE>   86
         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N635AS].


                                     ATLANTIC SOUTHEAST AIRLINES, INC.,
                                       (Sublessee)
                                     
                                     By /s/ Ronald V.  Sapp                    
                                       -----------------------------------------
                                     
                                     Title: Vice President-Finance and Treasurer
                                           -------------------------------------
                                     
                                     
                                     
                                     ANTOINE FINANCE CORPORATION
                                       (Sublessor)
                                     
                                     By /s/ Kim E.  Lutthans                   
                                       -----------------------------------------
                                     
                                     Title: Vice President                     
                                           -------------------------------------

<PAGE>   87


                    NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N635AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section 20 of the Sublease), and consent to the execution and delivery
of the Sublease by the Sublessor and the Sublessee.





<PAGE>   88


        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.





                                       2
<PAGE>   89

        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.


        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.



                                            AVIONS DE TRANSPORT REGIONAL,
                                            a Groupement d'Interet Economique


                                            By: Joel Le Breton                 
                                               --------------------------------
                                            Title: Attorney-in-Fact            
                                                  -----------------------------


                                            FIRST SECURITY BANK OF UTAH, N.A.


                                            By: /s/ Nancy M. Dahl              
                                               --------------------------------
                                            Title: Assistant Vice President    
                                                  -----------------------------


                                            FIRST UNION COMMERCIAL CORPORATION


                                            By: /s/ Michael L.  Taylor         
                                               --------------------------------
                                            Title: Vice President              
                                                  -----------------------------





                                       3
<PAGE>   90


                                            SHAWMUT BANK CONNECTICUT,
                                            NATIONAL ASSOCIATION


                                            By: /s/ Steven Cimalore            
                                               --------------------------------
                                            Title: Vice President              
                                                  -----------------------------


                                            NEWCOURT CREDIT GROUP, INC.


                                            By: /s/ Frank J.  Raponi           
                                               --------------------------------
                                            Title: Vice President              
                                                  -----------------------------





                                       4

<PAGE>   1

                                 EXHIBIT 10(j)

                          Confidential treatment has been applied for with
                          respect to certain provisions of this Exhibit, which
                          provisions have been omitted from this Exhibit,
                          marked with an asterisk (*) and filed separately with
                          the SEC.
<PAGE>   2

         Certain of the Sublessor's rights in this Sublease have been assigned
         to, and are subject to a security interest in favor of, Shawmut Bank
         Connecticut, National Association, as Loan Trustee under a Loan and
         Security Agreement.  This Sublease has been executed in counterparts.
         See Section  24(e) for information concerning the rights of holders of
         the various counterparts.

================================================================================





                          SUBLEASE AGREEMENT [N636AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





================================================================================





<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>      <C>                                                                                                           <C>
1.       DEFINITIONS; USAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (a)     DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (b)     USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

2.       AGREEMENT TO SUBLEASE AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

3.       TERM AND RENT; [  *  ]; RENEWAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (a)     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (b)     BASIC RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     SUPPLEMENTAL RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE  . . . . . . . . . . . . . . . . . . .  10
         (e)     PAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (f)      [  *  ] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         (g)     RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

4.       NET SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     SUBLESSEE'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         (d)     SUBLESSOR'S AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

6.       CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

7.       RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (a)     TIME AND PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (b)     CONDITION OF THE AIRCRAFT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (d)     AIRWORTHINESS DIRECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         (e)     DEFERRED MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (f)     CORROSION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (g)     AIRCRAFT PHYSICAL CONDITION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (h)     MANUALS; ACCESSORIES; STORAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         (j)     AID IN DISPOSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                                                                                                                         
</TABLE>
<PAGE>   4



<TABLE>
<S>      <C>                                                                                                           <C>
8.       DISCLAIMER OF WARRANTIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

10.      LIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

11.      TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS;
         INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (a)     REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (b)     MAINTENANCE; RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         (c)     COMPLIANCE AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (d)     REPLACEMENT PARTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         (e)     IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         (f)     POOLING OF PARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         (g)     INSIGNIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (a)     EVENT OF LOSS TO THE AIRFRAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         (d)     REQUISITION OF USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         (f)     PAYMENTS DURING DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

15.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (a)     LIABILITY INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (b)     CASUALTY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         (c)     ENDORSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (d)     REPORTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         (e)     OTHER INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

16.      SUB-SUBLEASE; POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (a)     SUB-SUBLEASE, POOLING, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         (b)     SUB-SUBLEASE CLAUSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         (c)     SUBLESSOR WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

17.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
</TABLE>





                                       ii
<PAGE>   5



<TABLE>
<S>                                                                                                                    <C>
18.      REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (a)     GENERALLY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         (b)     SUBLESSEE WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         (c)     REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

19.       [  *  ] INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (a)     INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (b)     EXCLUSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         (c)     REPORTING; DEFENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (e)     COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         (f)     ATR OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

20.      PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (a)     PURCHASE OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         (b)     PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

24.      MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (a)     AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (b)     SURVIVAL OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (c)     SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (d)     ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (e)     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         (f)     FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (h)     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (i)     HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (j)     SECTION 1110 COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         (k)     TRANSACTION EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52


Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values
</TABLE>





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N636AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


          1.     DEFINITIONS; USAGE.

          (a)    DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section  4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person. For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).





                                       1
<PAGE>   7





         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section  3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section  3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such 
[ * ] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section  18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

                                    [  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section  12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section  17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section  7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section  18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section  18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section  7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section  18(a)(iii) such shall
be made based on the actual condition of such property). If the Sublessor and
the Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section  18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section  5(a)(12),
except for changes therein with which the Sublessee's independent public
accountants concur that are disclosed in the notes to the relevant financial
statements.

         Improvement: defined in Section  12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


         Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

         Lease:  the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

         Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

         Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

         Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

         Loan:  a non-recourse loan made by a Loan Participant to the Lessor.

         Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

         Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

         Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

         Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

                 (1)      the present value as of such date of the installments
         of principal and interest payable on the Loan Certificates outstanding
         (assuming the Loan Certificates were paid in accordance with the terms
         thereof and also assuming, for any date on or before the [  *  ]
         anniversary of the Closing Date, that the principal amount of the Loan
         Certificates shall be paid in full on the [  *  ]  anniversary of the
         Closing Date), computed by Newcourt Credit Group Inc. (or any
         successor "Quoting Agent" under the Mortgage) using a discount rate
         equal to the average yield to maturity compounded monthly for
         marketable United States





                                       5
<PAGE>   11

         Treasury securities having a constant maturity (as indicated on the
         Telerate Screen or, if that is not then available, any publicly
         available source of similar market data acceptable to the Loan
         Participants), closest to the then-remaining Weighted Average Life to
         Maturity of the Loan Certificates over

                 (2)      the outstanding principal amount of the Loan
         Certificates as of such date (assuming the Loan Certificates were paid
         in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.


"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate.  "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [  *  ]  anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [  *  ]  anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

         Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

         Mortgage: the Loan and Security Agreement, dated as of March 31, 1995,
between the Loan Trustee and the Lessor, pertaining to the Aircraft.





                                       6
<PAGE>   12

         Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

         Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [  *  ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

         Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

         PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

         Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

         Parts: all appliances, parts, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature (other than complete
Engines, engines, Propellers, propellers, or parts thereof with respect to the
Airframe; other than Propellers, propellers, or parts thereof with respect to
an Engine; and other than Removable Improvements or parts thereof), from time
to time incorporated in the Airframe, an Engine, or a Propeller (or removed
therefrom, if title remains in the Lessor under Section  12(d)).

         Payment/Bankruptcy Default: a Default as set forth in Section  17(a)
or (g), or an Event of Default.

         Permitted Air Carrier: (1) any United States "air carrier" (as defined
in Section  101(3) of the Federal Aviation Act) who is a Section 1110 Person,
or (2) after December 31, 2002, (a) any foreign air carrier that is principally
based in and operating pursuant to a license issued under the laws of a country
that has ratified the Convention on the International Recognition of Rights in
Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the British
Commonwealth, except in either case any country that does not then maintain
full diplomatic relations with the United States and Canada or in which it
would constitute a breach of applicable law for the Sublessor, the Lessor, the
Loan Trustee, the Owner Participant, or any Loan Participant to engage directly
or indirectly in business, or (b) ATR or any Affiliate of ATR.

         Permitted Lien: a Lien permitted under Section  10.

         Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).





                                       7
<PAGE>   13

         Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

         Propeller: either of the two Hamilton Standard model 247F-1 propellers
listed by manufacturer's serial number in the Equipment Schedule, whether or
not from time to time installed on the Airframe or an Engine or on any other
airframe or engine, including any Replacement Propeller substituted for a
Propeller under this Sublease, and including all Parts incorporated in such
propeller (or removed therefrom, if title thereto remains in the Lessor under
Section
 12(d)).

         Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

         Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

         Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

         Removable Improvements: defined in Section  12(e).

         Renewal Term: defined in Section  3(h).

         Rent: Basic Rent and Supplemental Rent.

         Replacement Engine: a Pratt & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section  7(c) or 12(b).

         Replacement Parts: defined in Section  12(d).

         Replacement Propeller: a Hamilton Standard model 247F-1 propeller of a
model year the same as or later than, and having a value, utility, performance,
efficiency, and remaining useful life at least equal to, the propeller replaced
(determined without regard to hours or cycles remaining until the next
scheduled overhaul, but assuming that the propeller replaced was in the
condition required by this Sublease), which is substituted for a Propeller
hereunder pursuant to Section  7(c) or 12(b).

         Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section  40102) holding an air carrier operating certificate issued
by the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.





                                       8
<PAGE>   14


         SLV Date: defined in Section  14(a)(ii).

         Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section  3(h), in
either case adjusted as required by Section  3(d).

         Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

                                    [  *  ]

         Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

         Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section  3(c).

         Term: the Basic Term and any Renewal Term(s).

Termination Date: the [  *  ] anniversary of the date of this Sublease.

         Transaction Documents:  the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [  *  ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
bill of sale and FAA Bill of Sale for the Aircraft.

         Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

          (b)    USAGE.  Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to".  "Or" means one or more, or
all, of the alternatives listed or described.  "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears).  References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.





                                       9
<PAGE>   15

          2.     AGREEMENT TO SUBLEASE AIRCRAFT.

         The Sublessor shall lease the Aircraft to the Sublessee hereunder, and
the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

          3.     TERM AND RENT; [  *  ]; RENEWAL.

          (a)    TERM.  The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

          (b)    BASIC RENT.  The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft.  To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

          (c)    SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

                 (1) on the date provided herein or in the applicable Operative
         Documents, any amount (other than Basic Rent or Stipulated Loss Value)
         which the Sublessee assumes, in writing, the obligation to pay, or
         agrees, in writing, to pay, under any Operative Document to any
         Indemnitee;

                 (2)      on the date provided herein, any amount payable
         hereunder as Stipulated Loss Value (including any Make-Whole Premium
         included therein); and

                 (3)      on demand, to the extent permitted by applicable law,
         interest (computed on the basis of a 360-day year and actual days
         elapsed) at the Late Payment Rate on any payment of Rent to the extent
         not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

          (d)    ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE.
Basic Rent shall be adjusted as of the [  *  ] anniversary of the Closing Date,
based on the difference between the Debt Rate effective on the Closing Date and
the Debt Rate effective on the [  *  ] anniversary of the Closing Date, in the
manner described in Exhibit B to the Sublease Supplement.  Stipulated Loss
Value and the [  *  ] under this Sublease shall be adjusted to equal Stipulated
Loss Value and the





                                       10
<PAGE>   16

[  *  ] under the Lease.  Basic Rent and Stipulated Loss Values also shall be
adjusted to the extent provided by the Sublease Tax Indemnity Agreement.

         Any adjustment required by this Section  3(d) shall be determined by
the Sublessor, subject to verification by Sublessee, and shall be effective as
soon as possible.  Such adjustment shall be evidenced by the execution and
delivery by the Sublessor and the Sublessee of a sublease amend ment, but
failure to execute and deliver such sublease amendment shall not prevent or
delay the effectiveness of the adjustment required by the preceding paragraph.
If requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section  3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount.  Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct.  The Verifying Firm shall be requested to make its
determination within 30 days.  If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations.  The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor.  In the absence of manifest error, such
verification shall be final and binding on the parties hereto.  The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

          (e)    PAYMENT.  Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee).  All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

                                    [  *  ]





                                       11
<PAGE>   17

[  *  ]





          (g)    RENEWAL OPTION.  Unless a Payment/Bankruptcy Default or Event
of Default exists at the time of the giving of irrevocable notice referred to
in this paragraph or at the time of the commencement of the applicable Renewal
Term, the Sublessee, at its option, may renew this Sublease for up to three
years, in one or two successive renewal terms (each a "Renewal Term"), with the
first Renewal Term to commence upon the expiration of the Basic Term. Each
Renewal Term shall be for at least one year.  This renewal right shall be
exercised upon irrevocable written notice from the Sublessee to the Sublessor
of the Sublessee's election so to renew this Sublease given not less than 180
days and not more than 360 days before the end of the Basic Term or any Renewal
Term.  That notice shall explicitly request that the Sublessor give notice to
the Lessor to renew the Lease under Section  3(h) thereof.  If the Sublessee
fails to exercise any option to extend the term of this Sublease for any
Renewal Term in accordance with the provisions of this paragraph, all of the
Sublessee's rights to extend the term hereof for such Renewal Term and any
subsequent Renewal Term shall expire.

         All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

          4.     NET SUBLEASE.

         This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any





                                       12
<PAGE>   18

abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part.  To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

          5.     REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

          (a)    SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

         (1)     Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business





                                       13
<PAGE>   19

substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

         (2)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.  The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

         (3)     Government Approvals, Notices, and Filings.  No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

         (4)     Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

         (5)     Taxes. The Sublessee has filed all tax returns which it was or
is required to file, and has paid all taxes shown to be due and payable on such
returns or on any assessment received by it, except any such taxes as are being
contested diligently in good faith, and by appropriate proceedings, and as to
which adequate reserves have been provided in accordance with GAAP.

         (6)     Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation





                                       14
<PAGE>   20

applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

         (7)     ERISA.  The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section  502(c) of ERISA or any tax imposed by Code Section  4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section  3 of ERISA) maintained by
Sublessee.  There has been no reportable event (as defined in Section  4043(b)
of ERISA) with respect to any such employee pension benefit plan.  There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation.  No accumulated funding deficiency
(as defined in Section  302 of ERISA or Code Section  412), whether or not
waived, exists with respect to any such employee pension benefit plan.

         (8)     No Sublease Default or Event of Loss.  No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby.  No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

         (9)     Title.  On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

         (10)    Condition of Aircraft.  On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

         (12)    Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

         (13)    Section 1110.  The Sublessee is a Section 1110 Person.  At all
times during the Term, the Sublessor shall be entitled to the benefits of
Section  1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.





                                       15
<PAGE>   21

         (14)    Subsidiaries; Stock Ownership.  The Sublessee owns 100% of the
outstanding stock of ASA Investments, Inc. and has no material stock or other
equity investment in any other corporation, partnership, or other Person.

         (15)    Investment Company Status.  The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

          (b)    SUBLESSEE'S AGREEMENTS.  The Sublessee agrees that:

         (1)     Corporate Existence.  The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section  5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

         (2)     Merger, Sale, etc.; Change in Control.  The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

                 (aa)     the corporation formed by such consolidation or the
         person who acquires by conveyance, transfer, or lease all or
         substantially all of the Sublessee's assets as an entirety (the
         Successor) or the Sublessee, as applicable, (x) is a corporation
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and (y) is a Section 1110
         Person; and, in the case of such consolidation, sale, conveyance,
         transfer, or lease, the Successor (i) executes and delivers to the
         Sublessor an agreement, in form and substance satisfactory to the
         Sublessor, containing an assumption by the Successor of the due and
         punctual performance and observance of Sublessee's obligations under
         the Operative Documents, and (ii) makes such filings and recordings,
         including any filing or recording with the FAA pursuant to the Federal
         Aviation Act and any filing under the UCC, as are necessary to
         evidence such consolidation, merger, sale, conveyance, transfer, or
         lease with or to the Successor;

                 (bb)     immediately after giving effect to such transaction,
         (x) no Default exists, and (y) the Successor's business, assets,
         operations, condition (financial or otherwise), and financial and
         other ability to perform its obligations under the Lease will not be
         adversely affected by such transaction in any material respect;

                 (cc)     immediately after giving effect to such transaction
         and for at least 90 days thereafter, the Sublessee or the Successor
         (as applicable) shall maintain a minimum tangible net worth (in
         accordance with GAAP) of [  *  ]; and





                                       16
<PAGE>   22





                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

         Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein.  No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party.  Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

         "Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise.  A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

         (3)     Relocation of UCC Office.  The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

         (4)     Financial Statements.  The Sublessee shall furnish to the
                 Sublessor:

                 (aa)     within 45 days after the end of each of the first
         three quarters in each fiscal year, consolidated statements of
         operations of the Sublessee and its consolidated subsidiaries for the
         period from the beginning of the then-current fiscal year to the end
         of such quarterly period, and balance sheets of the Sublessee and its
         consolidated subsidiaries, on a





                                       17
<PAGE>   23

         consolidated basis, as of the end of such quarter, prepared in
         accordance with GAAP and setting forth in each case in comparative
         form figures for the corresponding period in the preceding year, all
         in reasonable detail and certified by the Sublessee's chief financial
         officer, subject to changes resulting from year-end adjustments, and
         the Sublessee's Form 10-Q (or, if the Sublessee is not an
         SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-Q) for such period;

                 (bb)     within 90 days after the end of each fiscal year,
         consolidated statements of operations of the Sublessee and its
         consolidated subsidiaries, for such year, and the balance sheets of
         the Sublessee and its consolidated subsidiaries, on a consolidated
         basis, as of the end of such year, setting forth in each case in
         comparative form corresponding figures from the preceding annual
         audit, all in reasonable detail, and certified to the Sublessee by its
         independent certified public accountants and to the Sublessor by the
         Sublessee's chief financial officer, as presenting fairly the
         financial position and results of operations of the Sublessee and its
         consolidated subsidiaries and as having been prepared in accordance
         with GAAP, and the Sublessee's Form 10- K (or, if the Sublessee is not
         an SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-K) for such period;

                 (cc)     within two Business Days after any officer of the
         Sublessee obtains knowledge of any Default, an officer's certificate
         specifying its nature, the period of its existence, and what action
         the Sublessee proposes to take with respect to it; and

                 (dd)     promptly upon request, such other data or information
         (financial or otherwise) regarding the Sublessee or any Item as the
         Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

         (5)     Compliance with ERISA.

                 (aa)     The Sublessee will, at all times, make all
         contributions that it is required to make to any employee benefit plan
         to which it is a party to meet the minimum funding standards for such
         employee benefit plan, as required by
                             ERISA.

                 (bb)     Within two Business Days after the occurrence of any
         event or circumstance, including any event which is classified as a
         "Reportable Event" under ERISA, in connection with any employee
         benefit plan to which it is a party, that might constitute grounds for
         termination of such an employee benefit plan by the Pension Benefit
         Guaranty Corporation





                                       18
<PAGE>   24

         or might result in the appointment of a trustee by a United States
         District Court under Section  4042 of ERISA to administer such
         employee benefit plan, the Sublessee will provide the Sublessor with
         an officer's certificate describing the event or circumstance, stating
         the reasons for any such action by the Pension Benefit Guaranty
         Corporation or a United States District Court, and specifying the
         action the Sublessee proposes to take with respect thereto.

          (c)    SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

         (1)  Acquisition for Investment.  The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

         (2)     Due Organization.  The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and per form its obligations under,
each Operative Document to which it is a party.

         (3)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity.  The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

         (4)     No Lessor Liens.  No Lessor Liens exist on the Aircraft.

         (5)     Litigation.  There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.





                                       19
<PAGE>   25

         (6)     Compliance.  The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

         (7)     ERISA.  No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

         (8)     Title to Leased Items.  On the Closing Date, (i) the Sublessor
will receive all such rights to the Aircraft as are necessary for Sublessor's
performance under this Sublease, and (ii) the Aircraft shall be free of Lessor
Liens.

         (9)     Stipulated Loss Value.  The Stipulated Loss Value under this
Sublease shall not exceed the "Stipulated Loss Value" under the Lease except
for any differences arising from the amortization of transaction expenses over
[  *  ]  years in this Sublease rather than over fifteen years in the Lease.

         (10)    Performance Under Lease.  The Sublessor will not breach any of
its obligations under the Lease in a manner that would cause damage to the
Sublessee.

          (d)    SUBLESSOR'S AGREEMENTS.  The Sublessor agrees that:

         (1)     Discharge of Liens.  The Sublessor will, at its own cost and
expense, promptly take such action as is necessary to discharge any Lessor Lien
to the extent attributable to it on any part of the Aircraft; provided, that
the Sublessor may in good faith and with the Sublessee's consent, which shall
not be unreasonably withheld, by appropriate proceedings contest claims or
charges resulting in any such Lien as long as such contest does not involve any
material danger of the sale, forfeiture, loss, or loss of use of any Item or
any interest therein; and the Sublessor shall indemnify and hold harmless the
Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

         (2)     Transfer of Interests.  Except in connection with an exercise
of remedies following an Event of Default, the Sublessor shall not (a) assign,
convey, or otherwise transfer all or any part of its interest in the Aircraft,
or (b) sell or otherwise transfer all or substantially all of its assets and
business, except (in the case of clause (a) or (b)) (i) as required by this
Sublease, or (ii) with the Sublessee's consent, which shall not be unreasonably
withheld, to another Person.  Any such transferee, by an instrument in writing
delivered to the Sublessee, must (aa) expressly assume all the obligations and
liabilities of the Sublessor under the Operative Documents (to the extent
relating to the interest transferred), (bb) make the representations and
warranties of the transferor the Sublessor





                                       20
<PAGE>   26

set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section  101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section  501(b)(1)(A)(ii) of the Federal Aviation Act.  If any
tax loss is incurred as a result of a transfer under this Section  5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

         (3)     Business Activity.  The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

         (4)     Further Assurances.  The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

          6.     CONDITIONS PRECEDENT.

         The Sublessor's and the Sublessee's obligations to execute and deliver
the Sublease Supplement are subject to the fulfillment to the reasonable
satisfaction of each of the following conditions precedent (except that
conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

         (1)     Sublessee's Secretary's Certificate.  The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (2)     Sublessee's Officer's Certificate.  The Sublessee's
representations and warranties in Section  5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

         (3)     Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section  5(a)(1), (2), (3), (4), (6), (13), (14), and (15).





                                       21
<PAGE>   27





         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

         (5)     Sublessor's Secretary's Certificate.  The Sublessee shall have
received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (6)     Sublessor's Certificate.  The Sublessor's representations and
warranties in Section  5(c) shall be true and correct in all material respects
on the Closing Date with the same effect as though made on the Closing Date,
and the Sublessee shall have received a certificate from the Sublessor, dated
the Closing Date, to such effect.

         (7)     Opinion of Sublessor's Counsel.  The Sublessee shall have
received a favorable opinion of Troutman Sanders, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section  5(c) (2), (3), (5), (6) and (8)(i).

         (8)     ATR Certificate.  The Sublessor and the Sublessee shall have
received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

         (9)     ATR Opinion.   The Sublessor and the Sublessee shall have
received favorable opinions of Clifford Chance and Troutman Sanders, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[  *  ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

         (10)    Operative Documents.  The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28





         (f)     the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

         (11)    FAA Opinion.  The Sublessor, ATR, and the Sublessee shall have
received a favorable opinion of Crowe & Dunlevy, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

                 (a)      the FAA Bill of Sale, the Lease (including the Lease
         Supplement thereto), the Mortgage (including the Mortgage Supplement
         thereto), the Trust Agreement, and this Sublease (including the
         Sublease Supplement) are in due form for recording pursuant to the
         Federal Aviation Act, and were duly filed with the FAA on the Closing
         Date;

                 (b)      the FAA Registration Application in the name of the
         Lessor for the Aircraft is in due form for filing and was duly filed
         with the FAA on the Closing Date, and all instruments necessary to
         cause the FAA to issue to the Lessor in due course a certificate of
         aircraft registration for the Aircraft have been duly filed with the
         FAA;

                 (c)      the Lessor has good and marketable title to the
         Airframe, and the Airframe, Engines, and Propellers are free and clear
         of all Liens except (i) Liens created by the Mortgage, the Lease, and
         the Sublease, and (ii) Liens created by documents filed for
         recordation pursuant to the Federal Aviation Act but not shown on
         indices of filed but unrecorded documents available to such counsel
         before filing the documents referred to in subclause (a) above; and

                 (d)      except for the filings described in subclauses (a)
         and (b) above, no filing or recording of any document or instrument
         referred to in those subclauses or any other document or instrument is
         necessary or desirable to establish and perfect the ownership interest
         of the Lessor in the Aircraft in any other place within the United
         States.

         (12)    Insurance Reports.  The Sublessor and ATR shall have received
(a) an insurance report of an independent aircraft insurance broker, dated the
Closing Date, reasonably acceptable to the Sublessor, and the certificates of
insurance, in form and substance reasonably satisfactory to each of them, as to
the due compliance with the terms of this Sublease relating to insurance, and
(b) a certificate signed by an independent aircraft insurance broker, dated the
Closing Date, certifying that the insurance carried and maintained on the
Aircraft complies with the terms of the Lease.

         (13)    Financing Completed. The conditions set forth in Section  10
of the Participation Agreement shall have been met and the closing contemplated
thereby shall have been accomplished.





                                       23
<PAGE>   29





         (14)    Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

         Each opinion of counsel delivered pursuant to this Section  6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

          7.     RETURN OF AIRCRAFT.

          (a)    TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section  20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section  3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor.  The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee.  At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease).  All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

         The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense.  The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates. Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section  7 in any material respect, then the Sublessor or
its designee shall be entitled to such additional test flights at the
Sublessee's expense as shall be reasonably required by the Sublessor or its
designee to demonstrate correction of the defect and compliance with the
provisions of this Section  7.

          (b)    CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





         At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience.  If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub- Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

          (c)    RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty bill of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return.  The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

          (d)    AIRWORTHINESS DIRECTIVES.  Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and





                                       26
<PAGE>   32

amendments or changes to the Federal Aviation Regulations as applicable
to the Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations.  The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within
the six-month period after the end of the Term.

          (e)    DEFERRED MAINTENANCE.  There shall be no open, outstanding, or
deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre- delivery inspections or test flights.

          (f)    CORROSION.  The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft.  Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section
12(b)(i).

          (g)    AIRCRAFT PHYSICAL CONDITION.  The Aircraft shall be complete
and function and perform per the manufacturer's specifications (normal wear and
tear excepted).  Discrepancies noted during the pre-return inspections and
acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

          (h)    MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft.  These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing.  All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability. All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft.  All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

         The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable





                                       27
<PAGE>   33

oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

         Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft.  During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

          (i)    OPTION TO BUY REMOVABLE IMPROVEMENTS.  At least 30 days before
return, the Sublessee shall notify the Sublessor of all Removable Improvements
which have been used by the Sublessee during the Term and which the Sublessee
has removed or intends to remove from the Aircraft as permitted by Section
12(e).  The Sublessor may, at its option, upon written notice to the Sublessee,
purchase any or all Removable Improvements upon the expiration of the Term at
their then Fair Market Value to the Sublessee.

          (j)    AID IN DISPOSITION. The Sublessee agrees, during the last six
months of the Term (and during the storage period described in Section  7(h)),
to provide such information with respect to the Aircraft as is reasonably
requested by the Sublessor in furtherance of the Sublessor's or the Lessor's
efforts to sell the Aircraft upon expiration of the Term; provided, that
nothing in this paragraph shall require the Sublessee to take any action or to
permit or suffer any action which shall interfere with the Sublessee's use of
the Aircraft.

          8.     DISCLAIMER OF WARRANTIES, ETC.  THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS".  THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT.  THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT





                                       28
<PAGE>   34

THERETO ARE TO BE BORNE BY THE SUBLESSEE.  NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

          9.     OWNERSHIP; RIGHTS OF THE SUBLESSEE.

         The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder.  During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section  4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

          10.    LIENS.

         The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section  12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section  10.

          11.    TAXES.

         The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.





                                       29
<PAGE>   35

          12.    REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

          (a)    REGISTRATION.  The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

          (b)    MAINTENANCE; RECORDS.  The Sublessee shall maintain, inspect,
service, repair, overhaul, and test the Airframe, each Engine, and each
Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so as
to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination).  The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft. All manuals and technical
records delivered to the Sublessee shall be maintained in their original paper
form.  All other manuals and technical records shall be maintained in such form
as the Sublessee is required to maintain them under the Sublessee's maintenance
program.  The manuals and technical records (including all original paper
versions thereof) shall be the property of the





                                       30
<PAGE>   36

Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section  18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

          (c)    COMPLIANCE AND USE.  The Sublessee shall not permit any Item
to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

          (d)    REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section  12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section  12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                       31
<PAGE>   37

          (e)    IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

         Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section  12(a), (b), or (c), or the first sentence of this Section  12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

         The Sublessor represents and warrants to Sublessee that, in the Lease,
the Lessor has agreed as follows:  If any Removable Improvement is owned by any
third party or is subject to a conditional sales contract or other security
interest, then the Lessor agrees for the benefit of any such owner, conditional
vendor, or secured party that the Lessor will not acquire or claim, as against
such owner, conditional vendor, or secured party, any right, title, or interest
in any such Removable Improvement as the result of its installation on the
Airframe, an Engine, or a Propeller; provided, that the Lessor's agreements in
this sentence shall be ineffective unless such owner, conditional vendor, or
secured party agrees in writing and in a legally enforceable manner (i) not to
acquire or claim, as against the Lessor, any right, title, or interest in the
Airframe, any Engine, or any Propeller by reason of the installation of such
Removable Improvement thereon, and (ii) promptly, after notice, to remove such
Removable Improvement if the Lessor declares the Lease to be in default.





                                       32
<PAGE>   38

          (f)    POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section  12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section  12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section  12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section  12(d).

          (g)    INSIGNIA.  The Sublessee shall (i) cause each Item to be kept
numbered with the identification or serial numbers therefor as specified in the
Equipment Schedule, and (ii) as promptly as practicable (and in any event
within 30 days after the Closing Date), affix and maintain in the Airframe
adjacent to and not less prominent than the airworthiness certificate, and on
each Engine in a prominent location, a durable nameplate bearing the following
legend:

         This Aircraft is subject to a security interest in favor of Shawmut
         Bank Connecticut, National Association (as loan trustee) and is leased
         from First Security Bank of Utah, N.A. (as owner trustee).  This
         Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section  12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section  12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

          13.    INSPECTION.

         At all reasonable times during the Term the Sublessor, the Lessor, the
Owner Participant, the Loan Trustee, or any Loan Participant (and any agent or
authorized representative of the foregoing) may, at its own expense (or at the
Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                       33
<PAGE>   39

with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

         Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

          14.    LOSS OR DESTRUCTION; REQUISITION OF USE.

          (a)    EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs to
the Airframe, the Sublessee shall within 15 days after such occurrence give to
the Sublessor, the Lessor, and the Loan Trustee written notice of such Event of
Loss.  Within 31 days after that Event of Loss occurs (or, if earlier, within
five days after the receipt of insurance proceeds for that Event of Loss), the
Sublessee shall pay or cause to be paid (including via payment of insurance
proceeds) to the Sublessor or its assignee, on a Rent Payment Date, an amount
equal to (x) the Stipulated Loss Value of the Aircraft, determined as of the
Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"), plus
(y) all other amounts of Rent due on or before the SLV Date and any reasonable
expenses and costs incurred in connection with such Event of Loss by the
Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

          (b)    EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of Loss
occurs to any Engine or Propeller under circumstances in which no Event of Loss
occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section  10(i) and (iii)).  At the time of any such conveyance, the
Sublessee shall, at its expense: (i) furnish the Lessor with a bill of sale, in
form and substance reasonably satisfactory to the Lessor, for such Replacement
Engine or Replacement Propeller, (ii) cause supplements hereto, to the Lease,
and to the Mortgage, in form and substance reasonably satisfactory to the
Sublessor, the Lessor, and the Loan Trustee, for such Replacement Engine or
Replacement Propeller, to be duly executed by the appropriate parties and
recorded pursuant to the Federal Aviation Act, (iii) execute and, if necessary,
file such documents as the Lessor or the Sublessor reasonably requests to
confirm the Lessor's ownership of, and title, to such Replacement





                                       34
<PAGE>   40

Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section  14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section  10(i) and (iii)),
leased hereunder, and subjected to the Lien of the Mortgage to the same extent
as the Engine or Propeller replaced thereby.

         Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section  14(b) shall result in any reduction
in Basic Rent.

          (c)    RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee hereby
assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section  14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                       35
<PAGE>   41

          (d)    REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section  3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

          (e)    APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                 (i)      if such payments are received as a result of an Event
         of Loss to the Airframe (and any Engine or Propeller then installed
         thereon), (aa) so much of such payments as shall not exceed the
         Stipulated Loss Value for the Aircraft shall be applied in reduction
         of the Sublessee's obligation to pay such Stipulated Loss Value if not
         already paid by the Sublessee, or, if already paid by the Sublessee,
         shall be applied by the Sublessor (or its assignee) to reimburse the
         Sublessee for its payment of such Stipulated Loss Value, and (bb) the
         balance, if any, of such payments remaining thereafter shall be paid
         over to, or retained by, the Sublessee; and

                 (ii) if such payments are received as the result of an Event
         of Loss to an Engine or Propeller under the circumstances contemplated
         by Section  14(b), such payments shall be paid over to, or retained
         by, the Sublessor (or its assignee) in the same manner as Rent under
         Section  3(f); and if and when the Sublessee shall have fully
         performed the terms of Section  14(b) with respect to the Event of
         Loss for which such payments are made (including completing the
         replacement being made), such payments shall be paid over to, or
         retained by, the Sublessee.

         If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                       36
<PAGE>   42

selected by the Sublessee.  All profits and losses on such investments
and any taxes in respect thereof shall be for the account of the Sublessee. In
order to make the payments to the Sublessee provided for in clause (ii) of this
Section  14(e) or in Section  15(c), the Sublessor, the Lessor, and the Loan
Trustee are authorized to sell any obligations so purchased, and shall not be
required to make such payments to the Sublessee until the Sublessor, the
Lessor, or the Loan Trustee (as the case may be) has had a reasonable time to
sell such obligations and to obtain the sale proceeds.

          (f)    PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section  14 to the contrary, any amount referred to in this Section  14 which
is otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

          15.    INSURANCE.

          (a)    LIABILITY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, comprehensive aircraft
and general liability insurance (including passenger legal liability insurance
and property damage insurance, and including war-risk and allied perils
coverage for operations described in the last sentence of Section  15(b)), for
the Aircraft (i) in amounts which are not less than those maintained at the
time on similar aircraft, airframes, engines, and propellers that then comprise
the Sublessee's fleet, but in no event less than $200,000,000 combined single
limit, (ii) of the types usually carried by United States air carriers engaged
in the same or a similar business, simi larly situated with the Sublessee and
owning or operating similar aircraft, airframes, engines, and propellers and
which cover risks of the kind customarily insured against by such air carriers.
The Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against under this Section  15(a), in any amounts not to exceed [  *  ] of the
Sublessee's tangible net worth per occurrence, and in any event not to exceed [
*  ] per year for the Sublessee's entire fleet.

          (b)    CASUALTY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section  15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                       37
<PAGE>   43

Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section  21),
threatened area of hostility.

          (c)    ENDORSEMENTS.  Any policies of insurance carried in accordance
with this Section  15: (i) shall include the Additional Insureds as their
interests appear as additional insureds, (ii) with respect to insurance carried
in accordance with Section  15(b), shall be payable to the Loan Trustee (for
the account of all parties) and if no Default exists, shall be disbursed to the
Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section  12 or shall be disbursed as otherwise required
by this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war- risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub- sublessee, or any other Person except such
Additional Insured, (v) shall provide that the insurers shall waive any rights
of subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section  15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

          (d)    REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                       38
<PAGE>   44

covering the risks and in the amounts required by this Section  15
(specifically referring to this Section  15) are in full force and effect and
that, in the opinion of such broker, the insurance then carried and maintained
in respect of the Aircraft is adequate to protect the interests of each
Additional Insured and otherwise complies with the terms of this Section  15,
and including (i) confirmation that the insurance has been placed with
insurers, giving the name of each insurer, the amount for which it insures (and
any portion thereof which is subject to a deductible), and the period of the
policy, and (ii) confirmation that all premiums due to the insurers have been
paid.  Such report will provide that the broker will notify the Additional
Insureds in writing promptly of any defaults in the payment of any premium and
of any other act or omission on the part of the Sublessee or any sub-sublessee
or of any event of which such broker has knowledge which might invalidate or
render unenforceable, in whole or in part, any insurance for the Airframe, any
Engine, or any Propeller.

          (e)    OTHER INSURANCE.  If the Sublessee fails to maintain insurance
 as required by the terms of this Section 15, any Additional Insured may, after
 making a good faith attempt to give reasonable advance notice to the Sublessee
 of
such Additional Insured's intent to do so, provide such insurance and, in such
event, the Sublessee shall, upon demand, reimburse such Additional Insured, as
Supplemental Rent, for the cost thereof, without waiver of any other rights
such Additional Insured may have. Nothing in this Sublease shall prohibit the
Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or any Loan
Participant from insuring the Airframe, any Engine, or any Propeller or its
interest therein at its own expense in an amount in excess of that required to
be maintained by the Sublessee hereunder, provided that such excess insurance
in no way limits the availability of any insurance required to be maintained by
the Sublessee hereunder.

          (f)    INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor and
the other Additional Insureds shall accept, in lieu of insurance against any
risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

          16.    SUB-SUBLEASE; POSSESSION.

          (a)    SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not, without
the Sublessor's prior written consent, assign any of the Sublessee's rights
hereunder or sub-sublet or otherwise relinquish possession of the Airframe, any
Engine, or any Propeller, or permit any Engine or Propeller to be installed on
any airframe or engine other than the Airframe or an Engine, provided that, so
long as no Default exists at the beginning of such sub-sublease,
relinquishment, or installation, the Sublessee (or, if under a sub-sublease
with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but only with
respect to clauses (i) through (v) and (vii) of this Section  16(a)) may,
without the Sublessor's prior written consent:

                 (i)      subject any Engine or Propeller to normal pooling
         arrangements customary in the United States airline industry and
         entered into in the ordinary course of its business





                                       39
<PAGE>   45

         with any Permitted Air Carrier, provided that no transfer of title to
         such Engine or Propeller is contemplated or required in connection
         therewith (but if the Lessor's title to any such Engine or Propeller
         is divested under any such arrangement, such divestiture shall be
         deemed to be an Event of Loss to such Engine or Propeller and the
         Sublessee (or such Permitted Sub- Sublessee) shall comply with Section
         14(b) in respect thereof;

                 (ii) deliver possession of any Item to any qualified
         organization for testing, maintenance, or overhaul work or for
         Improvements to the extent required or permitted by Section  12;

                 (iii) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee) free and
         clear of all Liens, except (aa) Permitted Liens, (bb) Liens that do
         not apply to such Engine or Propeller, (cc) the Lien of any agreement
         which effectively provides that such Engine or Propeller shall not
         become subject to the Lien thereof, notwithstanding the installation
         of such Engine or Propeller on any airframe or engine subject to the
         Lien of such agreement, unless and until the Sublessee (or such
         Permitted Sub-Sublessee) becomes the owner of such Engine or
         Propeller, and (dd) those created by the rights of other Permitted Air
         Carriers under normal interchange or pooling agreements which are
         customary in the United States airline industry and do not contemplate
         or require the transfer of title to such Engine or Propeller;

                 (iv) install any Engine or Propeller on an airframe or engine
         leased to the Sublessee (or such Permitted Sub-Sublessee) or owned by
         the Sublessee (or such Permitted Sub- Sublessee) subject to a
         conditional sale or other security agreement, so long as such Engine
         or Propeller does not become subject to a Lien (other than a Permitted
         Lien);

                 (v)      install any Engine or Propeller on an airframe or
         engine owned by the Sublessee (or such Permitted Sub-Sublessee),
         leased to the Sublessee (or such Permitted Sub-Sublessee), or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement under circumstances where
         neither clause (iii) nor clause (iv) above applies (but such
         installation shall be deemed an Event of Loss to such Engine or
         Propeller and the Sublessee shall comply with Section  14(b) in
         respect thereof, the Sublessor and the Lessor not intending hereby to
         waive any right or interest it may have to or in such Engine or
         Propeller under applicable law until compliance by the Sublessee with
         Section  14(b));

                 (vi) with the Sublessor's prior written consent (which shall
         not be unreasonably withheld), sub- sublease the Aircraft to any
         Permitted Air Carrier which is not bankrupt or the subject of
         proceedings to declare it bankrupt or the subject of proceedings for
         reorganization pursuant to any existing or future bankruptcy laws (the
         Sublessee to deliver to the Sublessor at least 30 days' prior written
         notice of any proposed sub-sublease including a description thereof);
         or





                                       40
<PAGE>   46





                 (vii) transfer possession of any Item to the United States of
         America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub- sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section  20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

          (b)    SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N636AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub- sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub- sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

                 (i)      require the sub-sublessee to enter into an agreement,
                 in form and substance reasonably satisfactory to the Primary
                 Sublessor or its assignee, attorning to and recognizing the
                 Primary Sublessor or its assignee as the sub-sublessor
                 hereunder and reconfirming all of the obligations of the
                 sub-sublessee hereunder, or

                 (ii) terminate this sub-sublease and require prompt delivery
                 by the sub-sublessee of the Aircraft to the Primary Sublessor
                 or its assignee, in accordance with the provisions of Section
                 ___ hereof.





                                       41
<PAGE>   47





Unless the sub-sublessee shall have received any such written notice from the
Primary Sublessor or its assignee requiring attornment or terminating this
sub-sublease, the sub-sublessee shall be and remain fully obligated hereunder
notwithstanding the continuance of any Event of Default under the Primary
Sublease or any termination thereof.

          (c)    SUBLESSOR WAIVER.  The Sublessor hereby agrees (and warrants
that the Lessor has agreed in the Lease), for the benefit of each lessor or
secured party of any engine or propeller leased to the Sublessee (or any
Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted Sub-
Sublessee) subject to a conditional sale or other security agreement, that the
Sublessor and the Lessor shall not acquire or claim, as against such lessor or
secured party, any right, title, or interest in any engine or propeller as the
result of the installation of such engine or propeller on the Airframe or an
Engine at any time while such engine or propeller is subject to such lease or
conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

          17.    EVENTS OF DEFAULT.

         Each of the following shall continue an "Event of Default":

         (a)     Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

         (b)     Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section  15.

         (c)     Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section  16(a), or a violation of Section  5(b)(2) occurs.

         (d)     Sublessee Covenants.  The Sublessee fails to perform any other
covenant or agreement to be performed by it under the Operative Documents, and
such failure continues for 15 days after the Sublessee receives written notice
thereof.

         (e)     Sublessee Representations.  Any representation or warranty of
the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

         (f)     Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                       42
<PAGE>   48

timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S.  Bankruptcy Code.

         (g)     Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

         (h)     Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

         (i)     Judgments.  One or more judgment(s) is/are rendered by one or
more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

         (j)     ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section  4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section  4042 of ERISA, or
any proceeding shall be commenced under Section  4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

         (k)     Repudiation.  The Sublessee denies any further liability under
any Operative Document.

         (l)     Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

          18.    REMEDIES.

          (a)    GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section  17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                       43
<PAGE>   49

Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                 (i)      cancel (in the sense of UCC Section  2A-505(1)) this
         Sublease or require the Sublessee, upon the Sublessor's demand (and at
         the Sublessee's cost and expense), to return promptly, and the
         Sublessee hereby agrees that it shall return promptly, all or such
         part of the Aircraft as the Sublessor so demands, to the Sublessor or
         its designee in the manner and condition required by, and otherwise in
         accordance with all the provisions of, Section  7 as if the Aircraft
         were being returned at the end of the Term, or if the Sublessee does
         not so deliver such Item(s), the Sublessor or the Sublessor's agent,
         at the Sublessor's option, may (but shall be under no obligation to)
         enter upon the premises where all or any part of the Aircraft is (or
         is believed by the Sublessor possibly to be) located and take
         immediate possession of and remove the same (together with any engine
         or propeller that is installed on the Airframe or any Engine or
         installed engine, subject to the rights of any owner, lessor, lienor,
         or secured party of such engine or propeller) by summary proceedings
         or otherwise, all without becoming liable for or by reason of such
         entry or taking of possession or removal, whether for the restoration
         of damage to property caused by such action or otherwise;

                 (ii) with or without taking possession thereof, sell any Item
         at public or private sale, as the Sublessor, in its sole discretion,
         shall determine, free and clear of any rights of the Sublessee, or
         otherwise dispose of, hold, use, operate, lease to others, or keep
         idle any Item as the Sublessor, in its sole discretion, may determine,
         all free and clear of any rights or claims of the Sublessee and
         without any duty to account to the Sublessee with respect to such
         action or inaction or for any proceeds with respect thereto, except as
         otherwise provided herein (and to the extent, if any, that notice of
         sale is required, the Sublessee agrees that 10 days' notice of the
         date, time, and place (and terms, in the case of a private sale) is
         reasonable);

                 (iii) whether or not the Sublessor shall have exercised, or
         shall thereafter at any time exercise, any of its rights under clause
         (i) or (ii) above with respect to any Item, the Sublessor, by written
         notice to the Sublessee specifying a payment date (the "Default
         Payment Date")) which shall be the Basic Rent Date (or, if there are
         no further Basic Rent Dates, then any date) following the date of such
         notice, may cause the Sublessee to pay to the Sublessor, and the
         Sublessee shall pay to the Sublessor, on the Default Payment Date, as
         liquidated damages for loss of a bargain and not as a penalty (and in
         lieu of all Basic Rent accruing on or after the Default Payment Date),
         any unpaid Basic Rent due prior to the Payment Date (together with
         interest on such amount at the Late Payment Rate from the Basic Rent
         Dates as of which such Rent was not paid until the actual date of
         payment of such amount), plus whichever of the following amounts the
         Sublessor, in its sole discretion, shall specify in such notice: (x)
         an amount equal to the excess, if any, of (aa) the Basic Rent for any
         or all of the Item(s) (as specified by the Sublessor), due on or after
         the Default Payment Date, over (bb) the aggregate Fair Market Rental
         Value of such Item(s) for the remaining





                                       44
<PAGE>   50

         Term, after discounting each to present value as of the Default
         Payment Date at the Debt Rate, or (y) an amount equal to the excess,
         if any, of (aa) the Stipulated Loss Value for any or all of the
         Item(s) (as specified by the Sublessor), as of the Default Payment
         Date over (bb) the Fair Market Value of such Item(s);

                 (iv) if the Sublessor sells any Item(s), the Sublessor may
         elect, in lieu of exercising its rights under clause (iii) with
         respect to such Item, to require the Sublessee to pay to the
         Sublessor, and the Sublessee in such event shall pay to the Sublessor,
         on the date of such sale, as liquidated damages for loss of a bargain
         and not as a penalty (and in lieu of all Basic Rent accruing after
         such sale occurs), any unpaid Basic Rent due on or before such sale
         date (together with interest on such amount at the Late Payment Rate
         from the Basic Rent Dates as of which such Rent was not paid until the
         actual date of payment of such amount) plus the amount of any
         deficiency between the net proceeds of such sale and the Stipulated
         Loss Value of the Aircraft or such Item(s), as of the date of such
         sale (or, if such date is not a Basic Rent Date, then the Basic Rent
         Date following the sale date), together with interest on such
         Stipulated Loss Value at the Late Payment Rate from the Basic Rent
         Date as of which such Stipulated Loss Value is determined until the
         date of actual payment of such amount;

                 (v)      in lieu of exercising its rights under clauses
         18(ii), (iii), and (iv) for any particular Item, the Sublessor may, by
         notice to the Sublessee specifying a payment date not earlier than 10
         days or more than 30 days from the date of such notice, require the
         Sublessee to pay to the Sublessor, and the Sublessee shall pay to the
         Sublessor, on the payment date specified in such notice, as liquidated
         damages for loss of a bargain, and not as a penalty, and in lieu of
         any further payments of Basic Rent hereunder with respect to such
         Item, an amount equal to the sum of (aa) all unpaid Rent payable on or
         before the date of payment specified in such notice plus (bb) the
         Stipulated Loss Value for such Item computed as of the Basic Rent Date
         on (or, if such payment date is not a Basic Rent Date, then the
         following Basic Rent Date) the date of payment specified in such
         notice together with interest, if any, at the Late Payment Rate on the
         amount of such Rent and Stipulated Loss Value from the payment date
         specified in such notice until the date of actual payment; and upon
         such payment of liquidated damages and all other Rent then due and
         payable by the Sublessee hereunder, the Lessor shall transfer "as is,
         where is and with all faults", without any representation, recourse,
         or warranty whatsoever, express or implied (except as to the absence
         of Lessor Liens), such Item to the Sublessee, and the Lessor shall
         execute and deliver such documents evidencing such transfer and take
         such further action in connection therewith as the Sublessee shall
         reasonably request. In addition, the Sublessor may, within 30 days
         after the Sublessee shall make payment of all amounts required above,
         give the Sublessee written notice requesting that the Fair Market
         Value of the Item as of the date on which Stipulated Loss Value was
         computed pursuant to subclause (bb) of this clause (v) be determined;
         and if such Fair Market Value as of such date is determined to exceed
         the Stipulated Loss Value of such Item paid pursuant to this clause
         (v), the Sublessee shall immediately pay the amount of such excess to
         the Sublessor;





                                       45
<PAGE>   51





                 (vi)     the Sublessor may proceed by appropriate court action
         or otherwise to enforce the terms hereof, including payment of
         periodic Basic Rent, or to recover damages for the breach hereof;

                 (vii) the Sublessor or any other Indemnitee may enforce
payment of Supplemental Rent; or

                 (viii)  the Sublessor may exercise any other right or remedy
then available to it under applicable law.

         In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section  7, or (4) placing any Item in the
condition and airworthiness required by Section  7, which amounts shall be
reimbursed on an After-Tax Basis.

          (b)    SUBLESSEE WAIVER.  To the extent now or hereafter permitted by
applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

          (c)    REMEDIES CUMULATIVE.  No remedy referred to herein is intended
to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Section  18 or otherwise available to the Sublessor
at law or in equity. No express or implied waiver by the Sublessor of any
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                       46
<PAGE>   52





          19.     [  *  ] INDEMNITY.

          (a)    INDEMNITY.  [  *  ]





 [  *  ]





          (b)    EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


 [  *  ]





          (c)    REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise would
have to such Indemnitee under this Section
 19 (except to the extent that such Indemnitee's failure to give reasonable
notice to the Sublessee increases the amount of Liabilities otherwise
indemnifiable by the Sublessee under this Section  19).  So long as no Default
exists, the Sublessee may assume control of the defense of any Liability for
which the Sublessee agrees that it would be required to indemnify under this
Section  19(c), with counsel selected by the Sublessee and satisfactory to the
pertinent Indemnitee.  However, the Sublessee shall not be entitled to assume
control of any proceeding referred to in this Section  19(c) if the Indemnitee
reasonably believes that that proceeding (i) involves any material danger of
the sale, forfeiture, or loss of, or the creation of any Lien (other than a
Permitted Lien), on, any Item, unless the Sublessee posts a bond or other
security satisfactory to the relevant Indemnitees in respect to such risk, or
(ii) might involve the imposition of criminal liability on an Indemnitee, or
(iii) may make separate counsel appropriate for reasons of legal ethics,
conflicts, or professionalism.

          (d)    PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee shall
be obligated under this Section  19 irrespective of whether the Indemnitee is
also indemnified against the same matter under any other Operative Document or
other document by any other Person, and the Indemnitee may proceed directly
against the Sublessee under this Section  19 without first resorting to any
such rights of indemnification except as such rights exist against ATR.  Upon
the payment in full of any indemnities due and owing under this Section  19,
the Sublessee shall be subrogated to any right of the Indemnitee in respect of
the matter against which indemnity has been given.  The Sublessee's indemnities
in this Section
 19 shall survive expiration, cancellation, or termination of this Sublease and
the return of the Aircraft.

          (e)    COMPUTATIONS.  Any payment or indemnity pursuant to this
Section  19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section  19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                       48
<PAGE>   54

          (f)    ATR OBLIGATIONS.  This Section  19 does not supersede or
modify any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

          20.    PURCHASE OPTIONS.

          (a)    PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section  16 of the Lease.

          (b)    PURCHASE.  On the purchase date specified by the Sublessee
under Section  20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

          21.    NOTICES.

         All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


          22.    SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

         This Sublease shall bind, and (subject to limitations in the Operative
Documents) shall bene fit and may be enforced by, (i) the Sublessor and its
successors and assigns, and (ii) the Sublessee and its successors and assigns.
The indemnities in Section  11 and 19 shall, in accordance with their terms,
benefit the Indemnitees.

          23.    ACKNOWLEDGEMENT OF ASSIGNMENT.

         After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                       50
<PAGE>   56

the Lessor or the Loan Trustee.  If the Lease is cancelled or terminated
pursuant to Section  15 thereof, the Lessor may, at its option, by written
notice to the Sublessee after the date of such termination, require the
Sublessee to enter into an agreement in form and substance satisfactory to the
Sublessee and the Lessor attorning to and recognizing the Lessor as the
Sublessor hereunder and reconfirming all of the obligations of the Sublessee
hereunder.

         Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

          24.    MISCELLANEOUS.

          (a)    AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

          (b)    SURVIVAL OF AGREEMENTS.  Except as otherwise provided herein
or therein, all agreements, indemnities, representations, and warranties in
this Sublease or any other Operative Document shall survive the execution and
delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

          (c)    SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

          (d)    ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings. This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

          (e)    COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                       51
<PAGE>   57

          (f)    FURTHER ASSURANCES.  On the Closing Date, the Sublessee will
cause this Sublease (including the Sublease Supplement) to be duly filed and
recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

          (g)    RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

          (h)    GOVERNING LAW.  This Sublease is being delivered in Georgia,
and shall be governed by and construed in accordance with the laws of Georgia
(excluding any conflict-of-laws rule that would apply the laws of any other
jurisdiction).

          (i)    HEADINGS.  The headings in this Sublease are for convenience
of reference only, and are not a substantive part of this Sublease.

          (j)    SECTION 1110 COMPLIANCE.  Notwithstanding any provision herein
or elsewhere contained to the contrary, it is understood and agreed among the
parties hereto that the transactions contemplated by this Sublease are
expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section  1110 of the U.S.  Bankruptcy Code.

          (k)    TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

                 (2)      the initial and ongoing fees and expenses (including
         reasonable legal fees) of the Lessor and the Loan Trustee;

                 (3)      the fees of D'Accord Financial Services, Inc. for
                          arranging the financing; and

                 (4)      the fees and expenses, including those of The
         Corporation Trust Company, for establishing and administering the
         Sublessor.

         All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N636AS].


                              ANTOINE FINANCE CORPORATION,
                                Sublessor
                           
                              By /s/ Kim E.  Lutthans                        
                                ---------------------------------------------
                           
                              Title: Vice President                             
                                    --------------------------------------------
                           
                              ATLANTIC SOUTHEAST AIRLINES, INC.,
                                Sublessee
                           
                              By                                               
                                -----------------------------------------------
                           
                              Title:                                           
                                    -------------------------------------------
                           

[This is the Original counterpart for chattel paper purposes.]





                                       54
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N636AS].


                             ANTOINE FINANCE CORPORATION,
                               Sublessor
                           
                             By                                                 
                               -------------------------------------------------
                           
                             Title:                                             
                                   ---------------------------------------------
                           
                             ATLANTIC SOUTHEAST AIRLINES, INC.,
                               Sublessee
                           
                             By /s/ Ronald V.  Sapp                            
                               ------------------------------------------------
                           
                             Title: Vice President-Finance and Treasurer   
                                   ----------------------------------------
                           

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       55
<PAGE>   61

                                                                       EXHIBIT A
                                                                     to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N636AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                                  SUBLEASE SUPPLEMENT [N636AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N636AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

         The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

         All terms that are defined in the Sublease Agreement and not in this
Sublease Supplement have the same meanings in this Sublease Supplement as in
the Sublease Agreement.

         1.  THE AIRCRAFT.

         The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

         2.  SUBLESSEE'S REPRESENTATIONS.

         The Sublessee hereby represents and warrants that, on the date of this
Sublease Supplement: (a) the Sublessee's representations and warranties in the
Sublease are true and correct in all material respects as though made on and as
of the date of this Supplement, and (b) no Default exists.

         3.      MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N636AS].

                                           ATLANTIC SOUTHEAST AIRLINES, INC.,
                                                 Sublessee
                              
                              
                                By
                                   --------------------------------------------

                              
                                Title:                                         
                                      -----------------------------------------
                              
                              
                                ANTOINE FINANCE CORPORATION,
                                                 Sublessor
                              
                              
                                By
                                  ---------------------------------------------

                              
                                Title:                                        
                                      -----------------------------------------
                              


[This is the "Original" counterpart for chattel paper purposes.]

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N636AS and manufacturer's
serial no. 375, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127036 and 127035, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 940910 and 930713, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N636AS]
                                                                     EXHIBIT B
                                                        to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


         The Stipulated Loss Value for the Aircraft shall be the percentage of
its Aircraft Cost set forth opposite the applicable Basic Rent Date:


          Basic Rent Date                  Stipulated Loss Value*


                              [See attached table]





________________

         * The Stipulated Loss Values shall be adjusted in accordance with
Section  3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section  3(h)
of the Sublease Agreement.
<PAGE>   66

N636AS
                                                                     EXHIBIT C
                                                        to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                     C-1
<PAGE>   67

N636AS
                                                                    EXHIBIT C
                                                       to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                     C-2
        
<PAGE>   68

N636AS
                                                                      EXHIBIT C
                                                         to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                     C-3
<PAGE>   69

N636AS
                                                                      EXHIBIT C
                                                         to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                     C-4
<PAGE>   70


N636AS
                                                                    EXHIBIT C
                                                       to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                     C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


LESSOR:                
                       
                       
                       Wire transfer of immediately available funds to First
                       Security Bank of Utah, N.A., 79 South Main Street, Salt 
                       Lake City, Utah  84111, Attn: Corporate Trust 
                       Department, ABA #124-0000-12, account no. 051-0922115. 
                       Re: ATR-ASA (1995).
                       
                       
OWNER PARTICIPANT:     
                       
                       Wire transfer of immediately available funds to First 
                       Union National Bank of North Carolina, 301 S. College 
                       Street, 20th Floor, One First Union Center, Charlotte, 
                       NC 28202- 0738, Attn: Pat Parr, ABA # 053000219, account
                       no. 20 704 825 41513, Re: ATR N636AS.
                       
                       
LOAN TRUSTEE:
                       
                       Wire transfer of immediately available funds to Shawmut
                       Bank Connecticut, National Association, 777 Main Street,
                       Hartford, CT 06115, Attn: Corporate Trust 
                       Administration, ABA #______________, account no. ______,
                       Re: ATR N636AS.
                       




                                       66
<PAGE>   72




                            
LOAN PARTICIPANT:           
                            
                            Wire transfer of immediately available funds
                            to                              
                              ------------------------------------------
                            
                              ------------------------------------------       
                     
                              ------------------------------------------

SUBLESSOR:                  
                            
                            Wire transfer of immediately available funds to 
                            BankAmerica International, New York, for the 
                            account of Bank of America NT&SA, London, account 
                            no. 37-60564, in favor of Bank of America 
                            International Limited, account no. 10985218, Re:
                            ATR-ASA.
                            




                                       67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N636AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section  24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N636AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N636AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N636AS].
                            

                              ATLANTIC SOUTHEAST AIRLINES, INC.,
                                      Sublessee
                            
                              By
                                /s/ Ronald V.  Sapp                             
                               -------------------------------------------------
                                                                            
                              Title: Vice President-Finance and Treasurer   
                                    --------------------------------------- 
                                                                            
                                                                            
                                                                            
                              ANTOINE FINANCE CORPORATION,                  
                                      Sublessor                             
                                                                            
                              By                                            
                                /s/ Kim E.  Lutthans                        
                               ---------------------------------------------
                                                                            
                              Title: Vice President                         
                                    ----------------------------------------
                                                                            
                                                                            
                                                                            

[This is the "Original" counterpart for chattel paper purposes.]

                                     [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N636AS and manufacturer's
serial no. 375, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127036 and 127035, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 940910 and 930713, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers. 
<PAGE>   76

[N636S]
                                                      EXHIBIT B             
                                                      to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

                   Basic Rent Date                    Stipulated Loss Value*


                                        [See attached table]





________________

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section  3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section  3(h) of the Sublease Agreement.
<PAGE>   78

N636AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

              Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                     C-1
<PAGE>   79

N636AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                     C-2
<PAGE>   80

N636AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

                Basic Rent Date        Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                     C-3
<PAGE>   81

N636AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

                Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                     C-4
<PAGE>   82


N636AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

                Basic Rent Date          Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                     C-5
<PAGE>   83


================================================================================




                   SUBLEASE TAX INDEMNITY AGREEMENT [N636AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================





<PAGE>   84

                               TABLE OF CONTENTS

                                                                            Page

                                    [  *  ]





<PAGE>   85


         This Sublease Tax Indemnity Agreement [N636AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N636AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

                                    [  *  ]





<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N636AS].

                             
                             ATLANTIC SOUTHEAST AIRLINES, INC.,           
                               (Sublessee)                                
                                                                          
                             By /s/ Ronald V.  Sapp                         
                               -------------------------------------------
                                                                          
                             Title: Vice President-Finance and Treasurer  
                                   ---------------------------------------
                                                                          
                                                                          
                                                                          
                             ANTOINE FINANCE CORPORATION                  
                               (Sublessor)                                
                                                                          
                             By /s/ Kim E.  Lutthans                      
                               -------------------------------------------
                                                                          
                             Title: Vice President                        
                                   ---------------------------------------
                                                                           




<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N636AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section  20 of the Sublease), and consent to the execution and
delivery of the Sublease by the Sublessor and the Sublessee.





                                       1
<PAGE>   88



        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.





                                       2
<PAGE>   89

        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.

        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.


                           AVIONS DE TRANSPORT REGIONAL,
                           a Groupement d'Interet Economique
                           
                           
                           By: Joel Le Breton                       
                              ------------------------------------
                           Title: Attorney-in-Fact                
                                 ---------------------------------
                           
                           
                           FIRST SECURITY BANK OF UTAH, N.A.
                           
                           
                           By: /s/ Nancy M. Dahl                     
                              ------------------------------------
                           Title: Assistant Vice President        
                                 ---------------------------------
                           
                           
                           FIRST UNION COMMERCIAL CORPORATION
                           
                           
                           By: /s/ Michael L.  Taylor               
                              ------------------------------------
                           Title: Vice President                        
                                 ---------------------------------
                           




                                      3
<PAGE>   90



                           SHAWMUT BANK CONNECTICUT,
                           NATIONAL ASSOCIATION
                           
                           
                           By: /s/ Steven Cimalore                
                              ------------------------------------
                           Title: Vice President                     
                                 ------------------------------------
                           
                           
                           NEWCOURT CREDIT GROUP, INC.
                           
                           
                           By: /s/ Frank J.  Raponi              
                              -----------------------------------
                           Title: Vice President                    
                                 -----------------------------------
                           




                                       4

<PAGE>   1


                                EXHIBIT 10(k)

                Confidential treatment has been applied for with
                respect to certain provisions of this Exhibit, which
                provisions have been omitted from this Exhibit,
                marked with an asterisk (*) and filed separately with
                the SEC.
<PAGE>   2

         Certain of the Sublessor's rights in this Sublease have been assigned
         to, and are subject to a security interest in favor of, Shawmut Bank
         Connecticut, National Association, as Loan Trustee under a Loan and
         Security Agreement.  This Sublease has been executed in counterparts.
         See Section 24(e) for information concerning the rights of holders of
         the various counterparts.

================================================================================




                          SUBLEASE AGREEMENT [N637AS]



                           dated as of June 22, 1995


                                    between


                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                                      and


                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee


                           _________________________

                            One ATR-72-212 Aircraft





================================================================================


<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>      <C>                                                                                                           <C>
1.       DEFINITIONS; USAGE .........................................................................................   1
         (a)     DEFINITIONS ........................................................................................   1
         (b)     USAGE ..............................................................................................   9

2.       AGREEMENT TO SUBLEASE AIRCRAFT .............................................................................  10

3.       TERM AND RENT; [  *  ]; RENEWAL ............................................................................  10
         (a)     TERM ...............................................................................................  10
         (b)     BASIC RENT .........................................................................................  10
         (c)     SUPPLEMENTAL RENT ..................................................................................  10
         (d)     ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE ......................................  10
         (e)     PAYMENT ............................................................................................  11
         (f)      [  *  ] ...........................................................................................  11
         (g)     RENEWAL OPTION .....................................................................................  12

4.       NET SUBLEASE ...............................................................................................  12

5.       REPRESENTATIONS, WARRANTIES, AND AGREEMENTS ................................................................  13
         (a)     SUBLESSEE'S REPRESENTATIONS AND WARRANTIES .........................................................  13
         (b)     SUBLESSEE'S AGREEMENTS .............................................................................  16
         (c)     SUBLESSOR'S REPRESENTATIONS AND WARRANTIES .........................................................  19
         (d)     SUBLESSOR'S AGREEMENTS .............................................................................  20

6.       CONDITIONS PRECEDENT .......................................................................................  21

7.       RETURN OF AIRCRAFT .........................................................................................  24
         (a)     TIME AND PLACE .....................................................................................  24
         (b)     CONDITION OF THE AIRCRAFT ..........................................................................  24
         (c)     RETURN OF REPLACEMENT ENGINES OR PROPELLERS ........................................................  26
         (d)     AIRWORTHINESS DIRECTIVES ...........................................................................  26
         (e)     DEFERRED MAINTENANCE ...............................................................................  27
         (f)     CORROSION ..........................................................................................  27
         (g)     AIRCRAFT PHYSICAL CONDITION ........................................................................  27
         (h)     MANUALS; ACCESSORIES; STORAGE ......................................................................  27
         (i)     OPTION TO BUY REMOVABLE IMPROVEMENTS ...............................................................  28
         (j)     AID IN DISPOSITION .................................................................................  28
</TABLE>





                                       i
<PAGE>   4

<TABLE>
<S>      <C>                                                                                                           <C>
8.       DISCLAIMER OF WARRANTIES, ETC. .............................................................................  28

9.       OWNERSHIP; RIGHTS OF THE SUBLESSEE .........................................................................  29

10.      LIENS ......................................................................................................  29

11.      TAXES ......................................................................................................  29

12.      REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE; REPLACEMENT
         PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA ............................................................  30
         (a)     REGISTRATION .......................................................................................  30
         (b)     MAINTENANCE; RECORDS ...............................................................................  30
         (c)     COMPLIANCE AND USE .................................................................................  31
         (d)     REPLACEMENT PARTS ..................................................................................  31
         (e)     IMPROVEMENTS .......................................................................................  32
         (f)     POOLING OF PARTS ...................................................................................  33
         (g)     INSIGNIA ...........................................................................................  33

13.      INSPECTION .................................................................................................  33

14.      LOSS OR DESTRUCTION; REQUISITION OF USE ....................................................................  34
         (a)     EVENT OF LOSS TO THE AIRFRAME ......................................................................  34
         (b)     EVENT OF LOSS TO AN ENGINE OR PROPELLER ............................................................  34 
         (c)     RISK OF LOSS; NO RELEASE OF OBLIGATIONS ............................................................  35 
         (d)     REQUISITION OF USE .................................................................................  36
         (e)     APPLICATION OF PROCEEDS FOR EVENTS OF LOSS .........................................................  36 
         (f)     PAYMENTS DURING DEFAULT ............................................................................  37

15.      INSURANCE ..................................................................................................  37
         (a)     LIABILITY INSURANCE ................................................................................  37
         (b)     CASUALTY INSURANCE .................................................................................  37
         (c)     ENDORSEMENTS .......................................................................................  38
         (d)     REPORTS, ETC. ......................................................................................  38
         (e)     OTHER INSURANCE ....................................................................................  39
         (f)     INDEMNIFICATION BY UNITED STATES GOVERNMENT ........................................................  39

16.      SUB-SUBLEASE; POSSESSION ...................................................................................  39
         (a)     SUB-SUBLEASE, POOLING, ETC .........................................................................  39
         (b)     SUB-SUBLEASE CLAUSE ................................................................................  41
         (c)     SUBLESSOR WAIVER ...................................................................................  42

17.      EVENTS OF DEFAULT ..........................................................................................  42
</TABLE>





                                       ii
<PAGE>   5
<TABLE>
<S>      <C>                                                                                                           <C>
18.      REMEDIES ...................................................................................................  44
         (a)     GENERALLY ..........................................................................................  44
         (b)     SUBLESSEE WAIVER ...................................................................................  46
         (c)     REMEDIES CUMULATIVE ................................................................................  46

19.       [  *  ] INDEMNITY .........................................................................................  47
         (a)     INDEMNITY ..........................................................................................  47
         (b)     EXCLUSIONS .........................................................................................  47
         (c)     REPORTING; DEFENSE .................................................................................  48
         (d)     PRIMARY LIABILITY; SUBROGATION; SURVIVAL ...........................................................  48 
         (e)     COMPUTATIONS .......................................................................................  48
         (f)     ATR OBLIGATIONS ....................................................................................  49

20.      PURCHASE OPTIONS ...........................................................................................  49
         (a)     PURCHASE OPTION ....................................................................................  49
         (b)     PURCHASE ...........................................................................................  49

21.      NOTICES ....................................................................................................  49

22.      SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES ...............................................................  50

23.      ACKNOWLEDGEMENT OF ASSIGNMENT ..............................................................................  50

24.      MISCELLANEOUS ..............................................................................................  51
         (a)     AMENDMENTS .........................................................................................  51
         (b)     SURVIVAL OF AGREEMENTS .............................................................................  51
         (c)     SEVERABILITY .......................................................................................  51
         (d)     ENTIRE AGREEMENT ...................................................................................  51
         (e)     COUNTERPARTS .......................................................................................  51
         (f)     FURTHER ASSURANCES .................................................................................  52
         (g)     RIGHT TO PERFORM FOR SUBLESSEE .....................................................................  52
         (h)     GOVERNING LAW ......................................................................................  52
         (i)     HEADINGS ...........................................................................................  52
         (j)     SECTION 1110 COMPLIANCE ............................................................................  52
         (k)     TRANSACTION EXPENSES ...............................................................................  52
</TABLE>

Exhibit A - Equipment Schedule
Exhibit B - Financial Terms
Exhibit C - Stipulated Loss Values





                                      iii
<PAGE>   6

                          SUBLEASE AGREEMENT [N637AS]


                 This Agreement is entered into as of June 22, 1995 by Antoine
Finance Corporation (the "Sublessor") and Atlantic Southeast Airlines, Inc.
(the "Sublessee").


          1.     DEFINITIONS; USAGE.

          (a)    DEFINITIONS. The following terms, when capitalized as below,
have the following meanings:

         Abatements: defined in Section 4.

         Additional Insureds: the Sublessor, the Lessor, First Security Bank of
Utah, N.A. in its individual capacity, the Owner Participant, the Loan Trustee,
Shawmut Bank Connecticut, National Association in its individual capacity, each
Loan Participant, ATR, and their successors and assigns, and the directors,
officers, members, employees, and agents of each of the foregoing, excluding,
however, ATR or the Sublessor for claims arising from manufacturer product
liability claims.

         Affiliate of any specified Person: any other Person who controls 50%
or more of any class of voting securities of such Person or is controlled by,
or is under common control with, such Person. For purposes of this definition,
control of any specified Person shall mean having direct or indirect power to
direct, or cause the direction of, the management or policies of such Person,
whether through the ownership of voting securities, by contract, or otherwise.

         After-Tax Basis: on a basis such that any payment to be received or
deemed to be received by any Person is supplemented by a further payment to
that Person so that the sum of the two payments, after deducting all income
taxes, penalties, fines, interest, and other charges resulting from the receipt
(actual or constructive) of such payments imposed by or under any law or
governmental authority, is equal to the payment to be received or deemed to be
received.  In computing such income taxes, penalties, fines, interest, and
other charges, any related credits and deductibles shall be taken into account.

         Aircraft: the Airframe, the two Engines, and the two Propellers
(whether or not the Engines and Propellers are installed on the Airframe or any
Engine or any other airframe or engine).

         Aircraft Cost: as set forth in Exhibit B to the Sublease Supplement.

         Airframe: the ATR-72-212 aircraft (excluding any Engine, engine,
Propeller, or propeller from time to time installed thereon) identified by FAA
registration number and manufacturer's serial number in the Equipment Schedule,
including all Parts incorporated in such airframe (or removed therefrom, if
title remains in the Lessor under Section 12(d)).



<PAGE>   7

         Appraisal Procedure: a procedure whereby an independent appraiser,
chosen by the Lessor from the three appraisers selected by the Sublessee as
herein provided and reasonably acceptable to the Lessor, determines the amount
in question.  The Sublessee shall, within 15 days of a request by the Lessor,
provide the Lessor with the names of three independent appraisers.  Within 15
days thereafter, the Lessor shall select and employ one of such appraisers.  If
the Sublessee or the Lessor fails to make its selection in a timely manner, the
other party may make such selection and proceed with the appraisal.  The
decision of the appraiser so appointed shall be given within 10 days after
being appointed.  Such appraiser's decision shall be binding and conclusive on
the Lessor, the Sublessor, and the Sublessee.

         ATR: Avions de Transport Regional, a "groupement d'interet economique"
formed under the laws of France.

         Basic Rent: defined in Section 3(b) (as adjusted pursuant to Section
3(d)).

         Basic Rent Rate: as set forth in Exhibit B to the Sublease Supplement.

         Basic Term: defined in Section 3(a).

         Basic Rent Date: the Closing Date and each monthly "anniversary" of
the Closing Date.

         Business Day: any day, other than a Saturday or Sunday, on which
commercial banks are open for business in New York, New York.

         Closing Date: the date of the Sublease Supplement, which shall be the
date on which the Lessor buys the Aircraft, the Lessor leases the Aircraft to
the Sublessor, and the Sublessor leases the Aircraft to the Sublessee.

         Code: the Internal Revenue Code of 1986, as amended from time to time,
or any similar legislation of the United States enacted to supersede, amend, or
supplement such Code (and any reference to a provision of the Code shall refer
to any successor provision(s), however designated).

         Debt Rate: as set forth in Exhibit B to the Sublease Supplement;
provided, that after the [  *  ] anniversary of the Closing Date, the Debt Rate
shall be the "Debt Rate" as set forth in the Mortgage (or, if there is no such
rate, then [  *  ] per annum above the average yield to maturity for marketable
U.S. Treasury securities having a maturity closest to four years from such 
[  *  ] anniversary (as indicated on the Telerate screen)).

         Default: (a) an event or condition that, after the giving of notice or
lapse of time, or both, would mature into an Event of Default, or (b) an Event
of Default.

         Default Payment Date: defined in Section 18(a)(iii).





                                       2
<PAGE>   8

         DOT: the U.S. Department of Transportation or any successor thereto.

[  *  ]

         Engine: either of the two Pratt & Whitney model PW127 engines listed
by manufacturer's serial number in the Equipment Schedule (excluding any
Propeller or propeller installed thereon), whether or not from time to time
installed on the Airframe or any other airframe, including any Replacement
Engine substituted for an Engine under this Sublease, and including all Parts
incorporated in such engine (or removed therefrom, if the title remains in the
Lessor under Section 12(d)).

         Equipment Schedule: Exhibit A to the Sublease Supplement.

         ERISA: the Employee Retirement Income Security Act of 1974, as amended.

         Event of Default: defined in Section 17.

         Event of Loss with respect to any Item, any of the following events:
(1) the destruction or damage beyond economic repair of such Item or rendition
of such Item permanently unfit for normal use for any reason whatsoever, (2)
any damage or other event which results in an insurance settlement with respect
to such Item on the basis of a total loss or constructive or compromised total
loss, (3) the loss of title to such Item through condemnation, confiscation, or
requisition, (4) the loss of use of such Item through loss, theft, or
disappearance for a continuous period of at least 30 days, or, which is
continuing on the last day of the Term, (5) the requisition of use of such Item
for a continuous period of at least six months, or which is continuing on the
last day of the Term, or (6) as a result of any law, rule, regulation, order,
or other action by the FAA, the DOT, or any other governmental body (including
any court) having jurisdiction, the use of such property by the Sublessee or
any Permitted Sub-Sublessee (and not merely by ATR-72 operators generally) in
the normal course of interstate air transportation of persons or cargo is
prohibited for a period of six consecutive months (or any longer period
permitted by the Sublessor in its sole discretion) or if such prohibition is
continuing on the last day of the Term; provided, that if the last day of the
Term would be the [  *  ] anniversary of the Closing Date and a loss of use,
requisition of use, or prohibition of use of the type described in clause 4, 5,
or 6 exists on such last day, then the Term shall be extended until the 30-day,
six-month, or six-month (or longer permitted) period, respectively, has expired
(or, if earlier, until the Sublessee or Permitted Sub-Sublessee has regained
possession or notifies the Sublessor in writing as to its agreement to treat
such a loss of use, requisition of use, or prohibition of use as an Event of
Loss hereunder, plus 10 days), and Basic Rent shall be payable during such
extended period at a rate equal to 1/30 of the monthly Basic Rent rate for each
day of extension.  An Event of Loss to an Aircraft shall be deemed to have
occurred if an Event of Loss occurs to the Airframe. The date of an Event of
Loss shall be the date of the loss, damage, requisition, or prohibition, except
that for the purposes of clause 4, 5, or 6, an Event of Loss shall be deemed to
have occurred on the expiration of the applicable period referred to therein or
in the proviso thereto.

         Expiration Date: the 15th anniversary of the Closing Date.





                                       3
<PAGE>   9


         FAA: the Federal Aviation Administration or any successor thereto.

         FAA Bill of Sale: an AC Form 8050-2 Aircraft Bill of Sale from the
Sublessor to the Owner Trustee.

         Fair Market Rental Value: the amount obtainable in an arm'slength
transaction between an informed and willing lessee under no compulsion to lease
and an informed and willing lessor under no compulsion to lease, in accordance
with a lease on terms and conditions as herein provided.  Such amount shall be
determined assuming that the Aircraft is in the condition required by this
Sublease, excluding Airworthiness Directives that (but for Section 7(d)) would
not be required to be made until after the renewal period begins (except that a
determination of Fair Market Rental Value pursuant to Section 18(a)(iii) shall
be made based on the actual condition of such property).  If the Sublessor and
the Sublessee do not agree upon Fair Market Rental Value, it shall be
determined in accordance with the Appraisal Procedure (or, if determined under
Section 18, shall be determined by the Sublessor) at the Sublessee's expense.

         Fair Market Value: the amount obtainable in an arm's-length
transaction between an informed and willing buyer under no compulsion to buy
and an informed and willing seller under no compulsion to sell.  Such amount
shall be determined assuming that the Aircraft is in the condition required by
this Sublease, excluding Airworthiness Directives that (but for Section 7(d))
would not be required to be made until after the valuation date (except that a
determination of Fair Market Value pursuant to Section 18(a)(iii) such shall be
made based on the actual condition of such property).  If the Sublessor and the
Sublessee do not agree upon Fair Market Value, it shall be determined in
accordance with the Appraisal Procedure (or, if determined under Section 18,
shall be determined by the Sublessor) at the Sublessee's expense.

         Federal Aviation Act: the Federal Aviation Act of 1958, as amended, or
its successor.

         GAAP: generally accepted accounting principles as in effect in the
United States and applied on a basis consistent with that used in the
preparation of the financial statements referred to in Section 5(a)(12), except
for changes therein with which the Sublessee's independent public accountants
concur that are disclosed in the notes to the relevant financial statements.

         Improvement: defined in Section 12(e).

         incorporated in: incorporated or installed in, attached to, or
otherwise made a part of.

         Indemnitee: the Sublessor, the Lessor, First Security Bank of Utah,
N.A. in its individual capacity, the Owner Participant, each Loan Participant,
the Loan Trustee, Shawmut Bank Connecticut, National Association in its
individual capacity, and their successors and assigns, and the Affiliates,
directors, officers, members, employees, and agents of each of the foregoing.

         Item: the Airframe, an Engine, or a Propeller.





                                       4
<PAGE>   10


         Late Payment Rate: the Debt Rate plus 2.0% per annum (but in no event
greater than the maximum interest rate permitted by applicable law).

         Lease:  the Lease Agreement dated as of March 31, 1995 between the
Lessor and the Sublessor and pertaining to the Aircraft.

         Lessor: First Security Bank of Utah, N.A., not in its individual
capacity but solely as owner trustee, as lessor under the Lease.

         Lessor Lien: any Lien arising as a result of (1) claims against or
affecting the Sublessor, the Lessor, or the Owner Participant not related to
the Operative Documents or the transactions contemplated thereby, (2) acts or
omissions of the Sublessor, the Lessor, or the Owner Participant not
contemplated or permitted under the Operative Documents, or (3) taxes imposed
against the Sublessor, the Lessor, or the Owner Participant which are not to be
indemnified against by the Sublessee pursuant to the Operative Documents.

         Lien: any mortgage, pledge, lien, charge, lease, security interest
(including any conditional sale agreement, equipment trust agreement, or other
title retention agreement), statutory right in rem claim, or other encumbrance
of any nature whatsoever.

         Loan:  a non-recourse loan made by a Loan Participant to the Lessor.

         Loan Certificate: a loan certificate issued by First Security Bank of
Utah, N.A., under the Mortgage and designated "Registered Non-Recourse Secured
Loan Certificates, Due September 2008".

         Loan Participants: Newcourt Credit Group Inc., its successors and
assigns, and any subsequent holder of an outstanding Loan Certificate.

         Loan Trustee: Shawmut Bank Connecticut, National Association, as
trustee under the Mortgage, and its permitted successors and assigns as trustee
thereunder.

         Make-Whole Premium as of any date: (a) with respect to any Loan
Participant, except any Loan Participant which has provided a notice referred
to in clause (b) below, an amount equal to the excess, if any, of

                 (1)      the present value as of such date of the installments
         of principal and interest payable on the Loan Certificates outstanding
         (assuming the Loan Certificates were paid in accordance with the terms
         thereof and also assuming, for any date on or before the [  *  ]
         anniversary of the Closing Date, that the principal amount of the Loan
         Certificates shall be paid in full on the [  *  ]  anniversary of the
         Closing Date), computed by Newcourt Credit Group Inc. (or any
         successor "Quoting Agent" under the Mortgage) using a discount rate
         equal to the average yield to maturity compounded monthly for
         marketable United States





                                       5
<PAGE>   11

         Treasury securities having a constant maturity (as indicated on the
         Telerate Screen or, if that is not then available, any publicly
         available source of similar market data acceptable to the Loan
         Participants), closest to the then-remaining Weighted Average Life to
         Maturity of the Loan Certificates over

                 (2)      the outstanding principal amount of the Loan
         Certificates as of such date (assuming the Loan Certificates were paid
         in accordance with their terms); or

(b) if any Loan Participant (which has become a Loan Participant by means of an
assignment from such Quoting Agent) has notified the Lessee, ATR, the Owner
Trustee, and the Loan Trustee in writing at such time it becomes a Loan
Participant of its election of this clause (b), any costs or amounts owed by
such Loan Participant to any counterparty associated with the breaking of any
interest-rate swap or U.S.-dollar-denominated funding agreement entered into by
such Loan Participant in connection with the making and maintaining of its loan
to the Owner Trustee under the Mortgage and that has a maturity date of the
Reset Date (+ 15 days) and an amortization approximately equal (+5%) to that of
the related Loan Certificate(s); it being understood that the Sublessor shall
pay to the Sublessee, if no Payment/Bankruptcy Default exists, any gain that
such Loan Participant actually receives from any such counterparty and pays to
the Sublessor.


"Weighted Average Life to Maturity" of a Loan Certificate means the number of
years obtained by dividing the Remaining Dollar-Years of such Loan Certificate
by the then-outstanding principal amount of such Loan Certificate.  "Remaining
Dollar-Years" of a Loan Certificate means the amount obtained by (i)
multiplying the amount of each then-remaining required principal repayment of
such Loan Certificate by the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and the date
of that payment (assuming, for any date on or before the [  *  ]  anniversary
of the Closing Date, that the principal amount of the Loan Certificates shall
be paid in full on the [  *  ]  anniversary of the Closing Date), and (ii)
totalling all of the products obtained in clause (i).

         Materially Adverse Change or Materially Adverse Effect: any event,
act, condition, or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding) that, singly or in conjunction with any other event(s), act(s),
condition(s), or occurrence(s), whether or not related, results in a materially
adverse change in, or has a materially adverse effect upon, (a) the Sublessee's
financial condition, operations, business, properties, or prospects, (b) the
Sublessor's rights and remedies under the Operative Documents, or Sublessee's
ability to perform its obligations under the Operative Documents, or (c) the
legality, validity, or enforceability of any Operative Document, giving due
consideration in each case to any insurance coverage available to Sublessee for
such event, act, condition, or occurrence.

         Mortgage: the Loan and Security Agreement, dated as of March 31, 1995,
between the Loan Trustee and the Lessor, pertaining to the Aircraft.





                                       6
<PAGE>   12


         Nondisturbance Agreement: the Non-Disturbance and Recognition
Agreement, dated as of the Closing Date, among the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participant, ATR, and the Sublessee,
pertaining to the Aircraft.

         Operative Documents: this Sublease, the Sublease Tax Indemnity
Agreement, [  *  ], the Sublease Assignment, the Nondisturbance Agreement, the
Purchase Agreement, the Purchase Agreement Assignment, and the PAA Consent.

         Owner Participant: First Union Commercial Corporation, and its
permitted successors and assigns.

         PAA Consent: the Consent and Agreement, dated as of the Closing Date,
relating to the Purchase Agreement Assignment, issued by ATR.

         Participation Agreement: the document by that name, dated as of March
31, 1995, among the Lessor, the Owner Participant, the Loan Trustee, the Loan
Participants, and the Sublessor, pertaining to the Aircraft.

         Parts: all appliances, parts, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature (other than complete
Engines, engines, Propellers, propellers, or parts thereof with respect to the
Airframe; other than Propellers, propellers, or parts thereof with respect to
an Engine; and other than Removable Improvements or parts thereof), from time
to time incorporated in the Airframe, an Engine, or a Propeller (or removed
therefrom, if title remains in the Lessor under Section 12(d)).

         Payment/Bankruptcy Default: a Default as set forth in Section 17(a) or
(g), or an Event of Default.

         Permitted Air Carrier: (1) any United States "air carrier" (as defined
in Section 101(3) of the Federal Aviation Act) who is a Section 1110 Person, or
(2) after December 31, 2002, (a) any foreign air carrier that is principally
based in and operating pursuant to a license issued under the laws of a country
that has ratified the Convention on the International Recognition of Rights in
Aircraft (Geneva, 1948) (Geneva Convention) or is a member of the British
Commonwealth, except in either case any country that does not then maintain
full diplomatic relations with the United States and Canada or in which it
would constitute a breach of applicable law for the Sublessor, the Lessor, the
Loan Trustee, the Owner Participant, or any Loan Participant to engage directly
or indirectly in business, or (b) ATR or any Affiliate of ATR.

         Permitted Lien: a Lien permitted under Section 10.

         Permitted Sub-Sublessee: any Permitted Air Carrier under a sublease
entered into in accordance with Section 16(a)(vi).





                                       7
<PAGE>   13

         Person: any individual, partnership, corporation, trust, association,
business organization, joint venture, government (or department or agency
thereof), or any other entity.

         Propeller: either of the two Hamilton Standard model 247F-1 propellers
listed by manufacturer's serial number in the Equipment Schedule, whether or
not from time to time installed on the Airframe or an Engine or on any other
airframe or engine, including any Replacement Propeller substituted for a
Propeller under this Sublease, and including all Parts incorporated in such
propeller (or removed therefrom, if title thereto remains in the Lessor under
Section 12(d)).

         Purchase Agreement: the February 10, 1993 document by that name
between ATR and the Sublessee, including Exhibits and Letter Agreements.

         Purchase Agreement Assignment: the document by that name, dated as of
the Closing Date, between the Lessor and the Sublessee, pertaining to the
Aircraft.

         Related Sublease: one of the seven other sublease agreements, entered
into as of the date of this Sublease, between the Sublessor and the Sublessee,
involving the ATR-72-212 aircraft (other than the Aircraft) bearing FAA
registration nos. N630AS through N637AS.

         Removable Improvements: defined in Section 12(e).

         Renewal Term: defined in Section 3(h).

         Rent: Basic Rent and Supplemental Rent.

         Replacement Engine: a Pratt & Whitney model PW-127 engine (except
Propellers or propellers installed thereon) of a model year the same as or
later than, and having a value, utility, performance, efficiency, and remaining
useful life at least equal to, the engine replaced (determined without regard
to hours or cycles remaining until the next scheduled overhaul, but assuming
that the engine replaced was in the condition required by this Sublease), which
is substituted for an Engine hereunder pursuant to Section 7(c) or 12(b).

         Replacement Parts: defined in Section 12(d).

         Replacement Propeller: a Hamilton Standard model 247F-1 propeller of a
model year the same as or later than, and having a value, utility, performance,
efficiency, and remaining useful life at least equal to, the propeller replaced
(determined without regard to hours or cycles remaining until the next
scheduled overhaul, but assuming that the propeller replaced was in the
condition required by this Sublease), which is substituted for a Propeller
hereunder pursuant to Section 7(c) or 12(b).

         Section 1110 Person: a "citizen of the United States" (as defined in
49 U.S.C. Section 40102) holding an air carrier operating certificate issued by
the U.S. Secretary of Transportation pursuant to 49 U.S.C. chapter 447 for
aircraft capable of carrying 10 or more individuals.





                                       8
<PAGE>   14


         SLV Date: defined in Section 14(a)(ii).

         Stipulated Loss Value: (1) as of any Basic Rent Date during the Basic
Term, the amount determined as set forth in Exhibit C to the Sublease
Supplement for that Basic Rent Date, and (2) during any Renewal Term, the
amount for the date involved, determined in accordance with Section 3(h), in
either case adjusted as required by Section 3(d).

         Sublease Assignment: the document by that name, dated as of the date
of this Sublease, between the Lessor and the Sublessor, pertaining to this
Sublease.

[  *  ]

         Sublease Supplement: a supplement to this Sublease Agreement, dated
the Closing Date, substantially in the form of Exhibit A.

         Sublease Tax Indemnity Agreement: the document by that name, dated as
of the date of this Sublease, between the Sublessor and the Sublessee,
pertaining to the Aircraft.

         Sublessee's Counsel: Altman, Kritzer & Levick, P.C.

         Supplemental Rent: defined in Section 3(c).

         Term: the Basic Term and any Renewal Term(s).

Termination Date: the [  *  ] anniversary of the date of this Sublease.

         Transaction Documents:  the Operative Documents and the Lease, the
Participation Agreement, the Tax Indemnity Agreement, [  *  ], the Mortgage,
the Loan Certificates, the Trust Agreement, and the Sublessor's full warranty
bill of sale and FAA Bill of Sale for the Aircraft.

         Trust Agreement: the document by that name, dated as of March 31,
1995, between First Security Bank of Utah, N.A. in its individual capacity and
the Owner Participant, pertaining to the Aircraft.

          (b)    USAGE.  Any agreement or instrument referred to in Section
1(a), or the term "Agreement" or "Sublease", means such agreement or instrument
as it has been or shall be from time to time supplemented and amended.
"Including" means "including but not limited to".  "Or" means one or more, or
all, of the alternatives listed or described.  "Herein", "hereof", "hereunder",
etc. mean in, of, under, etc. this Agreement (and not merely in, of, under,
etc. the section or provision where the reference appears).  References to
sections, exhibits, and the like refer to those in or attached to this
Agreement unless otherwise specified.





                                       9
<PAGE>   15

          2.     AGREEMENT TO SUBLEASE AIRCRAFT.

         The Sublessor shall lease the Aircraft to the Sublessee hereunder, and
the Sublessee shall lease the Aircraft from the Sublessor hereunder, on and
after the Closing Date.

          3.     TERM AND RENT; [  *  ]; RENEWAL.

          (a)    TERM.  The basic term of this Sublease (the "Basic Term")
shall commence on the date of this Sublease and shall end on the Expiration
Date unless this Sublease is terminated earlier, or cancelled, in accordance
with its terms.

          (b)    BASIC RENT.  The Sublessee shall pay to the Sublessor, as
basic rent ("Basic Rent") on each Basic Rent Date during the Basic Term (other
than the last day of the Basic Term), an amount equal to the Basic Rent Rate
for each Aircraft.  To the extent (if any) that basic rent was paid for the
Aircraft under the May 1, 1993 Lease Agreement, as supplemented, between the
Sublessor and the Sublessee, for the portion of the calendar month after the
Closing Date hereunder, the Sublessee may apply the basic rent for such portion
of that calendar month to its obligation to make the Basic Rent payment due on
the Closing Date hereunder.

          (c)    SUPPLEMENTAL RENT. The Sublessee shall pay the following
amounts ("Supplemental Rent"):

                 (1) on the date provided herein or in the applicable Operative
         Documents, any amount (other than Basic Rent or Stipulated Loss Value)
         which the Sublessee assumes, in writing, the obligation to pay, or
         agrees, in writing, to pay, under any Operative Document to any
         Indemnitee;

                 (2)      on the date provided herein, any amount payable
         hereunder as Stipulated Loss Value (including any Make-Whole Premium
         included therein); and

                 (3)      on demand, to the extent permitted by applicable law,
         interest (computed on the basis of a 360-day year and actual days
         elapsed) at the Late Payment Rate on any payment of Rent to the extent
         not paid when due, for any period during which it is overdue.

The expiration or other termination of the Sublessee's obligation to pay Basic
Rent shall not limit or modify the Sublessee's obligations to pay Supplemental
Rent arising from events or circumstances existing or accruing during the Term.

          (d)    ADJUSTMENTS TO BASIC RENT, [  *  ], AND STIPULATED LOSS VALUE.
Basic Rent shall be adjusted as of the [  *  ] anniversary of the Closing Date,
based on the difference between the Debt Rate effective on the Closing Date and
the Debt Rate effective on the [  *  ] anniversary of the Closing Date, in the
manner described in Exhibit B to the Sublease Supplement.  Stipulated Loss
Value and the [  *  ] under this Sublease shall be adjusted to equal Stipulated
Loss Value and the





                                       10
<PAGE>   16

[  *  ] under the Lease.  Basic Rent and Stipulated Loss Values also shall be
adjusted to the extent provided by the Sublease Tax Indemnity Agreement.

Any adjustment required by this Section 3(d) shall be determined by the
Sublessor, subject to verification by Sublessee, and shall be effective as soon
as possible.  Such adjustment shall be evidenced by the execution and delivery
by the Sublessor and the Sublessee of a sublease amend ment, but failure to
execute and deliver such sublease amendment shall not prevent or delay the
effectiveness of the adjustment required by the preceding paragraph. If
requested by the Sublessee, any computation of the amount payable by the
Sublessee under this Section 3(d) shall be provided by the Sublessor to the
Sublessee in a notice setting forth in reasonable detail the computations and
methods used in computing such amount.  Within 30 days following the
Sublessee's receipt of such notice, the Sublessee may request that a qualified
independent expert selected by the Sublessee and consented to by the Sublessor
(such expert being the "Verifying Firm") verify whether the calculations
submitted by the Sublessor are based on the correct assumptions and are
mathematically correct.  The Verifying Firm shall be requested to make its
determination within 30 days.  If the Verifying Firm determines that such
computations are inaccurate or based on incorrect assumptions, then the
Verifying Firm shall determine what it believes to be the appropriate
computations.  The Verifying Firm shall make available for inspection by the
Sublessee and the Sublessor such Firm's working papers and shall discuss the
verification with the Sublessor.  In the absence of manifest error, such
verification shall be final and binding on the parties hereto.  The costs and
expenses of such verification shall be paid by the Sublessee unless, as a
result of such verification, the Sublessor's computation resulted in an average
overcharge of .25% or more for each payment (in which case the Sublessor shall
pay such costs and expenses).

          (e)    PAYMENT.  Except as otherwise provided in the following
sentence, all payments of Rent hereunder shall be made in immediately available
funds and in U.S. dollars no later than 1:00 p.m., New York City time, on the
date payable hereunder, to the Loan Trustee at its payment address set forth in
Schedule I attached hereto (or at such other address or to such other Person as
the Sublessor directs by notice in writing to the Sublessee).  All payments to
which the Lessor, the Sublessor, or any other Person is entitled shall be paid
in such immediately available funds no later than 1:00 p.m., New York City
time, on the date payable hereunder, to the Lessor, the Sublessor, or such
other Person, as appropriate, in accordance with the payment instruction set
forth in Schedule I attached hereto (or at such other address or to such
further Person as the Sublessor or such other Person may direct by notice in
writing to the Sublessee), except that all indemnity payments shall be paid to
the appropriate Indemnitee at its payment address set forth in Schedule I
attached hereto or as otherwise directed by notice in writing to the Sublessee.
If any date on which any Rent becomes payable is not a Business Day, then the
applicable payment of Rent shall be made on the following Business Day.

                                    [  *  ]





                                       11
<PAGE>   17

[  *  ]





          (g)    RENEWAL OPTION.  Unless a Payment/Bankruptcy Default or Event
of Default exists at the time of the giving of irrevocable notice referred to
in this paragraph or at the time of the commencement of the applicable Renewal
Term, the Sublessee, at its option, may renew this Sublease for up to three
years, in one or two successive renewal terms (each a "Renewal Term"), with the
first Renewal Term to commence upon the expiration of the Basic Term. Each
Renewal Term shall be for at least one year.  This renewal right shall be
exercised upon irrevocable written notice from the Sublessee to the Sublessor
of the Sublessee's election so to renew this Sublease given not less than 180
days and not more than 360 days before the end of the Basic Term or any Renewal
Term.  That notice shall explicitly request that the Sublessor give notice to
the Lessor to renew the Lease under Section 3(h) thereof.  If the Sublessee
fails to exercise any option to extend the term of this Sublease for any
Renewal Term in accordance with the provisions of this paragraph, all of the
Sublessee's rights to extend the term hereof for such Renewal Term and any
subsequent Renewal Term shall expire.

         All provisions of this Sublease shall apply during each Renewal Term,
except that (i) the Sublessee shall pay to the Sublessor, monthly in advance on
each Basic Rent Date during that Renewal Term, Basic Rent equal to the Fair
Market Rental Value of the Aircraft for such Renewal Term, as determined under
the Lease, not to exceed the amount payable by Sublessor under the Lease, and
(ii) Stipulated Loss Value for the Aircraft shall be equal to its Fair Market
Value as of the first day of such Renewal Term and shall be reduced to its the
Fair Market Value as of the last day of such Renewal Term, each as determined
under the Lease, in equal monthly decrements.

          4.     NET SUBLEASE.

         This Sublease is a net lease, and the Sublessee acknowledges and
agrees that the Sublessee's obligation to pay all Rent hereunder, and the
rights of the Sublessor in and to such Rent, shall, except as otherwise
expressly provided herein, be absolute and unconditional and, except for a
violation of the Sublessee's possessory rights in the absence of an Event of
Default, shall not be subject to any





                                       12
<PAGE>   18

abatement, reduction, suspension, deferment, set-off, counterclaim, or
recoupment ("Abatements") for any reason whatsoever, including Abatements due
to any present or future claims of the Sublessee against the Sublessor or any
other Indemnitee under this Sublease or otherwise, or against any other Person
for whatever reason. Except as otherwise expressly provided herein, this
Sublease shall not terminate, nor shall the obligations of the Sublessee be
affected, by reason of (a) any defect in or damage to, or any loss or
destruction of, the Aircraft or any part thereof from whatsoever cause, (b) any
defect in the title, airworthiness, condition, design, merchantability,
operation, or fitness for use of the Aircraft or any interest therein from
whatsoever cause, (c) the interference with the use thereof by any Person, (d)
the invalidity or unenforceability or lack of due authorization of this
Sublease or any instrument or document executed in connection herewith, or lack
of right, power, or authority of the Sublessor to enter into this Sublease or
any instrument or document executed in connection herewith, (e) any insolvency,
bankruptcy, reorganization, or similar proceeding by or against the Sublessee,
(f) any failure of the Sublessor or any Person claiming through the Sublessor
to perform any obligation of the Sublessor or such Person claiming through the
Sublessor to the Sublessee or any other Person under this Sublease or any
instrument or document executed in connection herewith, or (g) any other cause,
whether similar or dissimilar to the foregoing, and, to the extent permitted
thereby, any present or future law or regulation to the contrary
notwithstanding, it being the express intention of the Sublessor and the
Sublessee that all Rent payable by the Sublessee hereunder shall be, and
continue to be, payable in all events unless the obligation to pay that Rent is
terminated pursuant to the express provisions of this Sublease. If for any
reason whatsoever this Sublease is terminated in whole or in part by operation
of law or otherwise, except as specifically provided herein, the Sublessee
nonetheless agrees, to the extent permitted by law, to pay to the Sublessor or
to the Person entitled thereto an amount equal to each Rent payment at the time
such payment would have become due and payable in accordance with the terms
hereof had this Sublease not been terminated in whole or in part.  To the
extent permitted by applicable law, the Sublessee hereby waives any and all
rights that it may now have or that at any time hereafter may be conferred upon
it, by statute or otherwise, to terminate, cancel, quit, or surrender this
Sublease except in accordance with the express terms hereof. Each payment of
Rent made by the Sublessee shall be final, and the Sublessee shall not seek to
recover all or any part of such payment for any reason whatsoever, except for
any payments made in error. Notwithstanding the foregoing, the Sublessee may
assert any claims it may have against any Person in an independent proceeding.

          5.     REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

          (a)    SUBLESSEE'S REPRESENTATIONS AND WARRANTIES. The Sublessee
represents and warrants that:

         (1)     Due Organization. The Sublessee is a corporation duly
organized and validly existing in good standing under the laws of Georgia, is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction where the character of its properties or the
nature of its activities makes such qualification necessary or where the
failure to be so qualified or so to be in good standing would have a Materially
Adverse Effect, is a duly certificated "air carrier" within the meaning of the
Federal Aviation Act, and has the power and authority to carry on its business





                                       13
<PAGE>   19

substantially as presently conducted, to hold property under lease, and to
enter into and to perform its obligations under each Operative Document to
which it is or will be a party.

         (2)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessee is a party has been, and the Sublease
Supplement and the Purchase Agreement Assignment (when executed and delivered
by the Sublessee) will be, duly authorized, executed and delivered by the
Sublessee and, assuming due authorization, execution, and delivery by the other
parties thereto, is (or, as to the Sublease Supplement and the Purchase
Agreement Assignment, when executed and delivered by the Sublessee will be) a
legal, valid, and binding obligation of the Sublessee, enforceable against the
Sublessee in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity.  The Sublessee's
execution, delivery, and performance of each Operative Document to which it is
or is to be a party are not and will not be inconsistent with its articles of
incorporation or by-laws, do not and will not contravene any existing law,
governmental rule or regulation, judgment, or order applicable to or binding on
the Sublessee, and do not and will not contravene any provision of, or
constitute a default or result in the creation of any Lien (other than
Permitted Liens) under, any indenture, mortgage, contract, or other instrument
to which the Sublessee is a party or by which it or any of its properties is
bound, and do not and will not require the consent or approval of its
stockholders or any trustee or holders of any indebtedness or obligations of
the Sublessee, except such as have been duly obtained.

         (3)     Government Approvals, Notices, and Filings.  No consent or
approval of, giving of notice to, registration with, or taking of any action in
respect of or by, any governmental authority or agency, any court, or any other
Person is or will be required with respect to the Sublessee's execution,
delivery, or performance of the Operative Documents, except such as have been
duly accomplished, given, or obtained.

         (4)     Litigation. Except as set forth in the Sublessee's annual
report on Form 10-K for the year ended December 31, 1993 and quarterly report
on Form 10-Q for the quarter ended September 30, 1994, there are no actions,
suits, or proceedings pending or (to the best of Sublessee's knowledge)
threatened against or affecting the Sublessee or any of its Affiliates in any
court or before any governmental commission, arbitrator, or administrative
agency which may be expected to have a Materially Adverse Effect or which seek
to question or set aside any of the transactions contemplated by this Sublease.

         (5)     Taxes. The Sublessee has filed all tax returns which it was or
is required to file, and has paid all taxes shown to be due and payable on such
returns or on any assessment received by it, except any such taxes as are being
contested diligently in good faith, and by appropriate proceedings, and as to
which adequate reserves have been provided in accordance with GAAP.

         (6)     Compliance. The Sublessee is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessee is
a party or by which it or any of its properties is bound; nor is the Sublessee
in violation of any law, order, injunction, decree, rule, or regulation





                                       14
<PAGE>   20

applicable to the Sublessee of any court or administrative body, which
violation may be expected to have a Materially Adverse Effect.

         (7)     ERISA.  The Sublessee is not engaged in any transaction in
connection with which it could be subjected to either a civil penalty assessed
pursuant to Section 502(c) of ERISA or any tax imposed by Code Section 4975.
No material liability of the Pension Benefit Guaranty Corporation has been or
is expected by the Sublessee to be incurred with respect to any employee
pension benefit plan (as defined in Section 3 of ERISA) maintained by
Sublessee.  There has been no reportable event (as defined in Section 4043(b)
of ERISA) with respect to any such employee pension benefit plan.  There has
been no event authorizing termination of any such employee pension benefit plan
by the Pension Benefit Guaranty Corporation.  No accumulated funding deficiency
(as defined in Section 302 of ERISA or Code Section 412), whether or not
waived, exists with respect to any such employee pension benefit plan.

         (8)     No Sublease Default or Event of Loss.  No Default exists or
would result from the Sublessor's lease to the Sublessee of the Aircraft as
contemplated hereby.  No Event of Loss, or event or condition that, after the
giving of notice or lapse of time, or both, would mature into an Event of Loss,
has occurred to any Item.

         (9)     Title.  On the Closing Date, any sales and use taxes in
respect of the ownership of the Aircraft, and the transfer of the Aircraft to
the Lessor, will have been paid in full.

         (10)    Condition of Aircraft.  On the Closing Date, the Aircraft
shall be in such condition as may be necessary to enable the airworthiness
certification of the Aircraft to be in good standing under the Federal Aviation
Act, provided that the modifications required by Airworthiness Directive
T95-02-51 (issued January 11, 1995), which modifications are ATR's
responsibility, shall be completed by June 1, 1995.

         (11)    UCC Location. The Sublessee's chief executive office and chief
place of business (for purposes of Article 9 of the Uniform Commercial Code) is
located at 100 Hartsfield Centre Parkway, Suite 800, Atlanta (Fulton County),
Georgia 30354-1356.

         (12)    Financial Statements. The balance sheet dated September 30,
1994, and the related statements of income and changes in financial position of
the Sublessee and its consolidated subsidiaries for the period then ended, have
been prepared in accordance with GAAP and correctly present the Sublessee's
financial condition as of such date and results of operations for such period
(subject to changes resulting from year-end adjustments), and since September
30, 1994, there has been no Materially Adverse Change.

         (13)    Section 1110.  The Sublessee is a Section 1110 Person.  At all
times during the Term, the Sublessor shall be entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, with respect to the Aircraft, in any
case under Chapter 11 of the U.S. Bankruptcy Code in which the Sublessee is the
debtor.





                                       15
<PAGE>   21

         (14)    Subsidiaries; Stock Ownership.  The Sublessee owns 100% of the
outstanding stock of ASA Investments, Inc. and has no material stock or other
equity investment in any other corporation, partnership, or other Person.

         (15)    Investment Company Status.  The Sublessee is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940.

          (b)    SUBLESSEE'S AGREEMENTS.  The Sublessee agrees that:

         (1)     Corporate Existence.  The Sublessee shall at all times
maintain its corporate existence (except as permitted by Section 5(b)(2)) and
its qualification to do business in such jurisdictions as shall be necessary
for it to carry out the transactions contemplated by the Operative Documents.
The Sublessee will do or cause to be done all things necessary to preserve and
keep in full force and effect its status as a Section 1110 Person.

         (2)     Merger, Sale, etc.; Change in Control.  The Sublessee shall
not consolidate with or merge into any other corporation, or sell, convey,
transfer, or lease all or substantially all of its assets as an entirety to any
Person, nor shall the Sublessee permit or suffer any Change in Control (defined
below) to occur (and the occurrence of a prohibited Change in Control shall be
an Event of Default whether or not the Sublessee has any power to prevent or
otherwise affect it), unless:

                 (aa)     the corporation formed by such consolidation or the
         person who acquires by conveyance, transfer, or lease all or
         substantially all of the Sublessee's assets as an entirety (the
         Successor) or the Sublessee, as applicable, (x) is a corporation
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and (y) is a Section 1110
         Person; and, in the case of such consolidation, sale, conveyance,
         transfer, or lease, the Successor (i) executes and delivers to the
         Sublessor an agreement, in form and substance satisfactory to the
         Sublessor, containing an assumption by the Successor of the due and
         punctual performance and observance of Sublessee's obligations under
         the Operative Documents, and (ii) makes such filings and recordings,
         including any filing or recording with the FAA pursuant to the Federal
         Aviation Act and any filing under the UCC, as are necessary to
         evidence such consolidation, merger, sale, conveyance, transfer, or
         lease with or to the Successor;

                 (bb)     immediately after giving effect to such transaction,
         (x) no Default exists, and (y) the Successor's business, assets,
         operations, condition (financial or otherwise), and financial and
         other ability to perform its obligations under the Lease will not be
         adversely affected by such transaction in any material respect;

                 (cc)     immediately after giving effect to such transaction
         and for at least 90 days thereafter, the Sublessee or the Successor
         (as applicable) shall maintain a minimum tangible net worth (in
         accordance with GAAP) of [  *  ]; and





                                       16
<PAGE>   22



                 (dd)     the Successor delivers to the Sublessor, upon
         consummation of such transaction, an officer's certificate stating
         that the conditions precedent set forth in clause(s) (aa), (bb), and
         (cc) have been complied with (except as to future maintenance of
         tangible net worth) and an opinion of counsel for the Successor, in
         form and substance satisfactory to the Sublessor, stating that the
         agreements entered into to effect such consolidation, merger, sale,
         conveyance, transfer, or lease and such assumption agreements have
         been duly authorized, executed, and delivered by the Successor and
         that they (and the Operative Documents so assumed) constitute legal,
         valid, and binding obligations of the Successor, enforceable in
         accordance with their terms (to the same extent as the Operative
         Documents so assumed were enforceable against the Sublessee
         immediately before such transaction); and that all conditions
         precedent which are legal in nature provided for in this Agreement and
         relating to such transaction have been fulfilled.

         Upon any such consolidation, conveyance, transfer, or lease, the
Successor shall succeed to, shall be substituted for, and may exercise every
right and power of the Sublessee under the Operative Documents to which the
Sublessee is a party, with the same effect as if the Successor had been named
as the Sublessee therein.  No such conveyance, transfer, or lease shall have
the effect of releasing the Sublessee (or any Successor) from its liability
under the Operative Documents to which it is a party.  Nothing in this Section
5(b)(2) shall permit any lease, sublease, or other arrangement for use,
operation, or possession of any Item except in compliance with the applicable
provisions of this Agreement.

         "Change in Control" means the acquisition by any Person (other than
Delta Air Lines, Inc., directly or indirectly) or group (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934), or by two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934) of either (i) 33-1/3% or more
of the outstanding shares of voting stock of the Sublessee, or (ii) the power
to direct or cause the direction of the management and policies of the
Sublessee, whether through the ownership of voting securities, by contract, or
otherwise.  A reorganization of the Sublessee into a holding company structure,
in which the Sublessee's shareholders' beneficial ownership (as so defined) of
the Sublessee and its Affiliates immediately after the reorganization is
identical to such beneficial ownership immediately before the reorganization,
shall not by itself be a "Change in Control".

         (3)     Relocation of UCC Office.  The Sublessee will notify the
Sublessor, no later than the relocation date, of any relocation of the
Sublessee's chief executive office or chief place of business from its present
location.

         (4)     Financial Statements.  The Sublessee shall furnish to the
                 Sublessor:

                 (aa)     within 45 days after the end of each of the first
         three quarters in each fiscal year, consolidated statements of
         operations of the Sublessee and its consolidated subsidiaries for the
         period from the beginning of the then-current fiscal year to the end
         of such quarterly period, and balance sheets of the Sublessee and its
         consolidated subsidiaries, on a





                                       17
<PAGE>   23

         consolidated basis, as of the end of such quarter, prepared in
         accordance with GAAP and setting forth in each case in comparative
         form figures for the corresponding period in the preceding year, all
         in reasonable detail and certified by the Sublessee's chief financial
         officer, subject to changes resulting from year-end adjustments, and
         the Sublessee's Form 10-Q (or, if the Sublessee is not an
         SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-Q) for such period;

                 (bb)     within 90 days after the end of each fiscal year,
         consolidated statements of operations of the Sublessee and its
         consolidated subsidiaries, for such year, and the balance sheets of
         the Sublessee and its consolidated subsidiaries, on a consolidated
         basis, as of the end of such year, setting forth in each case in
         comparative form corresponding figures from the preceding annual
         audit, all in reasonable detail, and certified to the Sublessee by its
         independent certified public accountants and to the Sublessor by the
         Sublessee's chief financial officer, as presenting fairly the
         financial position and results of operations of the Sublessee and its
         consolidated subsidiaries and as having been prepared in accordance
         with GAAP, and the Sublessee's Form 10-K (or, if the Sublessee is not
         an SEC-reporting company because of having been reorganized into a
         subsidiary of a holding company, then such holding company's Form
         10-K) for such period;

                 (cc)     within two Business Days after any officer of the
         Sublessee obtains knowledge of any Default, an officer's certificate
         specifying its nature, the period of its existence, and what action
         the Sublessee proposes to take with respect to it; and

                 (dd)     promptly upon request, such other data or information
         (financial or otherwise) regarding the Sublessee or any Item as the
         Sublessor from time to time reasonably requests.

Along with the Sublessee's delivery of the quarterly and annual financial
statements required by this clause (4), the Sublessee shall furnish to the
Sublessor a certificate of the Sublessee's chief financial officer certifying
that, to the best of his or her knowledge, no Default exists (or, if a Default
does exist, a statement as to its nature and the action that the Sublessee
proposes to take with respect to it).

         (5)     Compliance with ERISA.

                 (aa)     The Sublessee will, at all times, make all
         contributions that it is required to make to any employee benefit plan
         to which it is a party to meet the minimum funding standards for such
         employee benefit plan, as required by ERISA.

                 (bb)     Within two Business Days after the occurrence of any
         event or circumstance, including any event which is classified as a
         "Reportable Event" under ERISA, in connection with any employee
         benefit plan to which it is a party, that might constitute grounds for
         termination of such an employee benefit plan by the Pension Benefit
         Guaranty Corporation





                                       18
<PAGE>   24

         or might result in the appointment of a trustee by a United
         States District Court under Section 4042 of ERISA to administer such
         employee benefit plan, the Sublessee will provide the Sublessor with
         an officer's certificate describing the event or circumstance, stating
         the reasons for any such action by the Pension Benefit Guaranty
         Corporation or a United States District Court, and specifying the
         action the Sublessee proposes to take with respect thereto.

          (c)    SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.  The Sublessor
represents and warrants that:

         (1)  Acquisition for Investment.  The Sublessor is acquiring its
interest in the Aircraft for its own account for investment and not with a view
to, or for the sale in connection with, any distribution thereof in a manner
which would subject such interest to registration under the Securities Act.

         (2)     Due Organization.  The Sublessor is a corporation duly
organized and validly existing in good standing under the laws of Delaware, and
has the power and authority to enter into, and per form its obligations under,
each Operative Document to which it is a party.

         (3)     Due Authorization; Enforceability; No Violation.  Each
Operative Document to which the Sublessor is a party has been, and the Sublease
Supplement (when executed and delivered by the Sublessor) will be, duly
authorized, executed, and delivered by the Sublessor and, assuming due
authorization, execution, and delivery by the other parties thereto, is (or, as
to the Sublease Supplement, when executed and delivered by the Sublessor will
be) a legal, valid, and binding obligation of the Sublessor, enforceable
against the Sublessor in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting enforcement
of creditors' rights generally and by general principles of equity.  The
Sublessor's execution, delivery, and performance of each Operative Document to
which it is or is to be a party are not and will not be inconsistent with its
certificate of incorporation or by-laws, do not and will not contravene any
existing law, governmental rule or regulation, judgment, or order applicable to
or binding on the Sublessor, and do not and will not contravene any provision
of, or constitute a default or result in the creation of any Lessor Lien under,
any indenture, mortgage, contract, or other instrument to which the Sublessor
is a party or by which it or any of its properties is bound, and do not and
will not require the consent or approval of its stockholders or any trustee or
holders of any indebtedness or obligations of the Sublessor, except such as
have been duly obtained.

         (4)     No Lessor Liens.  No Lessor Liens exist on the Aircraft.

         (5)     Litigation.  There are no actions, suits or proceedings
pending, or to its knowledge threatened, against the Sublessor in any court or
before any governmental authority which will materially adversely affect its
ability to enter into or perform its obligations under the Operative Documents
to which it is a party.





                                       19
<PAGE>   25

         (6)     Compliance.  The Sublessor is not in default under any
indenture, mortgage, or other agreement or instrument to which the Sublessor is
a party or by which it or any of its properties is bound; nor is the Sublessor
in violation of any law, order, injunction, decree, rule, or regulation
applicable to the Sublessor of any court or administrative body, which
violation may be expected to have a materially adverse effect on the
Sublessee's ability to receive full performance of the Sublessor's obligations
under the Operative Documents.

         (7)     ERISA.  No part of the funds used by it to acquire its
interests in the Aircraft constitutes "assets" of any "employee benefit plan"
or "related trust", all within the meaning of ERISA.

         (8)     Title to Leased Items.  On the Closing Date, (i) the Sublessor
will receive all such rights to the Aircraft as are necessary for Sublessor's
performance under this Sublease, and (ii) the Aircraft shall be free of Lessor
Liens.

         (9)     Stipulated Loss Value.  The Stipulated Loss Value under this
Sublease shall not exceed the "Stipulated Loss Value" under the Lease except
for any differences arising from the amortization of transaction expenses over
[  *  ]  years in this Sublease rather than over fifteen years in the Lease.

         (10)    Performance Under Lease.  The Sublessor will not breach any of
its obligations under the Lease in a manner that would cause damage to the
Sublessee.

          (d)    SUBLESSOR'S AGREEMENTS.  The Sublessor agrees that:

         (1)     Discharge of Liens.  The Sublessor will, at its own cost and
expense, promptly take such action as is necessary to discharge any Lessor Lien
to the extent attributable to it on any part of the Aircraft; provided, that
the Sublessor may in good faith and with the Sublessee's consent, which shall
not be unreasonably withheld, by appropriate proceedings contest claims or
charges resulting in any such Lien as long as such contest does not involve any
material danger of the sale, forfeiture, loss, or loss of use of any Item or
any interest therein; and the Sublessor shall indemnify and hold harmless the
Sublessee from and against any loss, cost, expense, or damages (excluding
consequential damages) that the Sublessee suffers as the result of the
Sublessor's failure to discharge and satisfy any such Lessor Lien.

         (2)     Transfer of Interests.  Except in connection with an exercise
of remedies following an Event of Default, the Sublessor shall not (a) assign,
convey, or otherwise transfer all or any part of its interest in the Aircraft,
or (b) sell or otherwise transfer all or substantially all of its assets and
business, except (in the case of clause (a) or (b)) (i) as required by this
Sublease, or (ii) with the Sublessee's consent, which shall not be unreasonably
withheld, to another Person.  Any such transferee, by an instrument in writing
delivered to the Sublessee, must (aa) expressly assume all the obligations and
liabilities of the Sublessor under the Operative Documents (to the extent
relating to the interest transferred), (bb) make the representations and
warranties of the transferor the Sublessor





                                       20
<PAGE>   26

set forth herein, and (cc) be (1) a "citizen of the United States" within the
meaning of Section 101(16) of the Federal Aviation Act, or (2) an Affiliate of
the Sublessor or ATR, if that Affiliate is a U.S. corporation meeting the
requirements of Section 501(b)(1)(A)(ii) of the Federal Aviation Act.  If any
tax loss is incurred as a result of a transfer under this Section 5(d)(2), as
between Sublessee and Sublessor, Sublessor shall be responsible for such tax
loss.

         (3)     Business Activity.  The Sublessor will not engage in any
business or activity other than the carrying out of (i) the transactions
contemplated by the Operative Documents and (ii) the transactions contemplated
by the Related Subleases and the operative documents relating to the Related
Subleases.

         (4)     Further Assurances.  The Sublessor will promptly and duly
execute and deliver such further documents and assurances and take such further
action as from time to time is reasonably requested in order to carry out more
effectively the intent and purpose of this Sublease and the transactions
contemplated hereby, and to establish and protect the rights and remedies
created or intended to be created by the Operative Documents.

          6.     CONDITIONS PRECEDENT.

         The Sublessor's and the Sublessee's obligations to execute and deliver
the Sublease Supplement are subject to the fulfillment to the reasonable
satisfaction of each of the following conditions precedent (except that
conditions (5) through (9) shall not be prerequisite to the Sublessor's
obligation and conditions (1), (2), and (3) shall not be prerequisite to the
Sublessee's obligation):

         (1)     Sublessee's Secretary's Certificate.  The Sublessor and ATR
shall have received a copy of resolutions of the Sublessee's board of directors
authorizing the Sublessee to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessee, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (2)     Sublessee's Officer's Certificate.  The Sublessee's
representations and warranties in Section 5 shall be true and correct in all
material respects on the Closing Date with the same effect as though made on
the Closing Date, no Default shall exist, and no Event of Loss, or event or
condition that after the giving of notice or lapse of time or both would mature
into an Event of Loss, shall have occurred, and the Sublessor and ATR shall
have received a certificate from an officer of the Sublessee, dated the Closing
Date, satisfactory in form and substance to each of them to such effect.

         (3)     Opinion of Sublessee's Counsel. The Sublessor and ATR shall
have received a favorable opinion of Sublessee's Counsel, dated the Closing
Date, addressed to it and reasonably satisfactory in form and scope to each of
them, as to Section 5(a)(1), (2), (3), (4), (6), (13), (14), and (15).





                                       21
<PAGE>   27


         (4)     Change in Law.  No change shall have occurred in any
applicable law, rule, or regulation or any interpretation thereof on or before
the Closing Date which would make it illegal for the Sublessor, the Sublessee,
or ATR to participate in any of the transactions contemplated by the Operative
Documents.

         (5)     Sublessor's Secretary's Certificate.  The Sublessee shall have
received a copy of resolutions of the Sublessor's board of directors
authorizing the Sublessor to execute, deliver, and perform its obligations
under the Operative Documents, certified by an authorized officer of the
Sublessor, together with an incumbency certificate as to the person(s)
authorized to execute and deliver such documents.

         (6)     Sublessor's Certificate.  The Sublessor's representations and
warranties in Section 5(c) shall be true and correct in all material respects
on the Closing Date with the same effect as though made on the Closing Date,
and the Sublessee shall have received a certificate from the Sublessor, dated
the Closing Date, to such effect.

         (7)     Opinion of Sublessor's Counsel.  The Sublessee shall have
received a favorable opinion of Troutman Sanders, dated that Closing Date,
addressed to the Sublessee and reasonably satisfactory to the Sublessee in form
and scope, as to Section 5(c) (2), (3), (5), (6) and (8)(i).

         (8)     ATR Certificate.  The Sublessor and the Sublessee shall have
received a certificate evidencing ATR's authority to execute, deliver, and
perform its obligations under the Operative Documents, certifying as to the
person(s) authorized to execute and deliver such documents, and certifying the
lack of violation of law or other ATR agreements.

         (9)     ATR Opinion.   The Sublessor and the Sublessee shall have
received favorable opinions of Clifford Chance and Troutman Sanders, dated the
Closing Date, addressed to each of them and reasonably satisfactory in form and
scope to each of them, to the effect that (in reliance on ATR's certificate(s))
[  *  ] has been duly authorized, executed, and delivered by ATR and is the
legal, valid, and binding obligation of ATR, enforceable against ATR in
accordance with its terms.

         (10)    Operative Documents.  The Sublessor, ATR, and the Sublessee
shall have received executed copies, or sets of executed counterparts thereof,
of:

         (a)     this Sublease Agreement,

         (b)     the Sublease Supplement,

         (c)      [  *  ],

         (d)     the Sublease Tax Indemnity Agreement,

         (e)     the Purchase Agreement Assignment, and





                                       22
<PAGE>   28



         (f)     the Nondisturbance Agreement.

All the foregoing documents shall have been duly authorized, executed, and
delivered by the parties thereto and shall be in full force and effect on the
Closing Date, and the Sublessor, ATR, and the Sublessee shall have received
such evidence as to such authorization, execution, and delivery as they
reasonably request.

         (11)    FAA Opinion.  The Sublessor, ATR, and the Sublessee shall have
received a favorable opinion of Crowe & Dunlevy, dated the Closing Date,
addressed to each of them and satisfactory in form and scope to each such
party, to the effect that:

                 (a)      the FAA Bill of Sale, the Lease (including the Lease
         Supplement thereto), the Mortgage (including the Mortgage Supplement
         thereto), the Trust Agreement, and this Sublease (including the
         Sublease Supplement) are in due form for recording pursuant to the
         Federal Aviation Act, and were duly filed with the FAA on the Closing
         Date;

                 (b)      the FAA Registration Application in the name of the
         Lessor for the Aircraft is in due form for filing and was duly filed
         with the FAA on the Closing Date, and all instruments necessary to
         cause the FAA to issue to the Lessor in due course a certificate of
         aircraft registration for the Aircraft have been duly filed with the
         FAA;

                 (c)      the Lessor has good and marketable title to the
         Airframe, and the Airframe, Engines, and Propellers are free and clear
         of all Liens except (i) Liens created by the Mortgage, the Lease, and
         the Sublease, and (ii) Liens created by documents filed for
         recordation pursuant to the Federal Aviation Act but not shown on
         indices of filed but unrecorded documents available to such counsel
         before filing the documents referred to in subclause (a) above; and

                 (d)      except for the filings described in subclauses (a)
         and (b) above, no filing or recording of any document or instrument
         referred to in those subclauses or any other document or instrument is
         necessary or desirable to establish and perfect the ownership interest
         of the Lessor in the Aircraft in any other place within the United
         States.

         (12)    Insurance Reports.  The Sublessor and ATR shall have received
(a) an insurance report of an independent aircraft insurance broker, dated the
Closing Date, reasonably acceptable to the Sublessor, and the certificates of
insurance, in form and substance reasonably satisfactory to each of them, as to
the due compliance with the terms of this Sublease relating to insurance, and
(b) a certificate signed by an independent aircraft insurance broker, dated the
Closing Date, certifying that the insurance carried and maintained on the
Aircraft complies with the terms of the Lease.

         (13)    Financing Completed. The conditions set forth in Section 10 of
the Participation Agreement shall have been met and the closing contemplated
thereby shall have been accomplished.





                                       23
<PAGE>   29


         (14)    Miscellaneous. The Sublessor, the Sublessee, and ATR shall
have received such other documents, certificates, and opinions as they
reasonably request.

         Each opinion of counsel delivered pursuant to this Section 6 may be
subject to appropriate qualifications, assumptions, exceptions, and limitations
of the type described in the Legal Opinion Accord of the American Bar
Association's Section of Business Law (1991).

          7.     RETURN OF AIRCRAFT.

          (a)    TIME AND PLACE. Unless the Aircraft is purchased by the
Sublessee pursuant to Section 20, at the expiration of the Term or upon
termination or cancellation of this Sublease pursuant to Section 3(f) or 18,
the Sublessee, at its own risk and expense, shall return the Aircraft to the
Sublessor.  The Sublessee shall return the Aircraft by delivering it to the
Sublessor in Macon, Georgia or Texarkana, Texas (if redelivery is made
following the expiration of the Term on the Termination Date), in Atlanta,
Georgia (if redelivery is made following any other expiration, termination, or
cancellation of the Term), or at any other location within the continental
United States at which the Aircraft can be landed safely and at which
appropriate storage and maintenance facilities are available and which the
Sublessor shall designate to the Sublessee.  At the time of such return, the
Airframe shall be fully equipped with two Engines and two Propellers (or
Replacement Engines or Replacement Propellers) duly installed thereon, and
fully equipped with all other equipment installed therein and thereon when
originally delivered to the Sublessee by ATR (or replacements therefor made in
accordance with the provisions of this Sublease).  All Engines and Propellers
on the Airframe shall be engines and propellers of the same make, model, and
configuration.

         The Sublessee shall make the Aircraft available to the Sublessor or
its designee, at a mutually-acceptable time within the seven-day period before
its return, for ground inspection and a test flight of up to 90 minutes, at the
Sublessor's expense.  The Sublessee shall conduct each such test flight using
such test flight procedures as the Sublessor or its designee reasonably
designates. Up to two persons designated by the Sublessor or its designee may
participate in the test flight as observers. If such test flight demonstrates
that the Aircraft is not airworthy, reveals a defect in any system or
component, or demonstrates that the Aircraft does not comply with the
provisions of this Section 7 in any material respect, then the Sublessor or its
designee shall be entitled to such additional test flights at the Sublessee's
expense as shall be reasonably required by the Sublessor or its designee to
demonstrate correction of the defect and compliance with the provisions of this
Section 7.

          (b)    CONDITION OF THE AIRCRAFT. [  *  ]





                                       24
<PAGE>   30

 [  *  ]





                                       25
<PAGE>   31

 [  *  ]





         At the time of such return, the Sublessee and any Permitted
Sub-Sublessee shall be current on its maintenance program, without temporary
extensions for convenience.  If the Sublessee or any Permitted Sub-Sublessee is
granted any variances or extensions with respect to any airworthiness
directives or if the Sublessee's or any Permitted Sub-Sublessee's maintenance
program permits carryover or deferral of maintenance items, performance of
which would, absent such deferral or carryover, have otherwise been required
thereby, then the Sublessee shall cause all such items to be performed before
redelivering the Aircraft to the Sublessor or its designee.

          (c)    RETURN OF REPLACEMENT ENGINES OR PROPELLERS. If any
Replacement Engine or Replacement Propeller not owned by the Lessor is
installed on or accompanies the Airframe when returned as set forth in Section
7(a), then concurrently with such delivery, the Sublessee shall furnish the
Sublessor with a full warranty bill of sale, in form and substance reasonably
satisfactory to the Sublessor and the Lessor, in favor of the Lessor, for each
such Replacement Engine or Replacement Propeller and with a written opinion of
counsel reasonably acceptable to the Sublessor and the Lessor, in form and
substance reasonably satisfactory to the Lessor, to the effect that, upon such
return, the Lessor will acquire good title to such Replacement Engine or
Replacement Propeller, free and clear of all Liens (except Lessor Liens), and
the Sublessee shall take such other action as the Sublessor or the Lessor shall
reasonably request in order that such Replacement Engine or Replacement
Propeller be duly and properly titled in the name of the Lessor. Thereupon,
unless an Event of Default shall exist, the Lessor shall transfer to the
Sublessee, "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to an Engine or Propeller not installed on
the Airframe at the time of its return.  The Sublessee shall be responsible for
any transfer taxes resulting from such transfer.

          (d)    AIRWORTHINESS DIRECTIVES.  Upon the return of the Aircraft,
all modifications, maintenance, repairs, or other actions required by FAA
airworthiness directives ("ADs") and





                                       26
<PAGE>   32

amendments or changes to the Federal Aviation Regulations as applicable
to the Aircraft or its systems, Engines, Propellers, and components shall be
accomplished in compliance with the issuing agency's specific instructions
without regard to any waiver or operator exemptions delaying compliance with
such ADs or Federal Aviation Regulations.  The Sublessee shall have completed
terminating compliance of all ADs that require terminating compliance within
the six-month period after the end of the Term.

          (e)    DEFERRED MAINTENANCE.  There shall be no open, outstanding, or
deferred maintenance items, scheduled or unscheduled, against the Aircraft,
including those identified in pre-delivery inspections or test flights.

          (f)    CORROSION.  The Sublessee shall maintain corrosion control
through a maintenance program approved by the FAA and shall provide a summary
of a specific corrosion correction of the Aircraft.  Without limiting the
foregoing, the Aircraft shall have been maintained by cleaning and treating all
mild and moderate corrosion and correcting all severe or exfoliate corrosion,
to the extent required by (and all such cleaning, treating, and correcting to
be in accordance with) the maintenance program required under Section 12(b)(i).

          (g)    AIRCRAFT PHYSICAL CONDITION.  The Aircraft shall be complete
and function and perform per the manufacturer's specifications (normal wear and
tear excepted).  Discrepancies noted during the pre-return inspections and
acceptance flights shall be corrected in accordance with the manufacturer's
manuals.

          (h)    MANUALS; ACCESSORIES; STORAGE. All records necessary and
required by the FAA to certify and place the Aircraft on an FAA-approved
maintenance program shall be delivered with the Aircraft.  These records shall
be all-inclusive as to the Aircraft, Airframe, Engines, Propellers, components,
rotables, and assemblies and, at a minimum, shall extend to include all
activities associated with each of the last-completed maintenance checks,
repairs, scheduled inspections and functional tests, and overhauls performed
under the Sublessee's or any Sub-Sublessee's approved maintenance programs.
All components and assemblies identified with safe-life limits shall be
identified with their service histories, accumulated cycles or flight hours, as
applicable, and remaining service lives on a separate listing.  All components
and assemblies which are identified on the maintenance records by part numbers
and serial numbers other than the manufacturer's shall be provided with
interchange or cross-reference listing necessary to establish complete
traceability. All documentation, flight, and maintenance records as specified
by Federal Aviation Regulations 91.173, 91.174, and each paragraph of 121.380
which normally accompany the transfer of an aircraft which has been operating
in regulated commercial air service, shall be delivered to the Sublessor or its
designee with the Aircraft.  All documentation and records shall be made
available to the Sublessor or its designee for review at a central location at
least 20 days before the agreed date of Aircraft delivery to the Sublessor or
its designee.

         The Sublessee shall deliver to the Sublessor all emergency equipment
required by the FAA to be installed on the Aircraft (including life vests or
other flotation devices, flashlights, portable





                                       27
<PAGE>   33

oxygen bottles, fire extinguishers, slide rafts, and medical and first aid kits
(excluding drugs therein)).

         Upon the Sublessor's request given to the Sublessee not later than
three Business Days before the end of the Term, the Sublessee will provide up
to 14 days' free storage for the Aircraft.  During such period of free storage,
the Sublessee will, if requested by the Sublessor at the time storage is
requested, arrange for insurance and maintenance for the Aircraft at the
Sublessor's cost and expense.

          (i)    OPTION TO BUY REMOVABLE IMPROVEMENTS.  At least 30 days before
return, the Sublessee shall notify the Sublessor of all Removable Improvements
which have been used by the Sublessee during the Term and which the Sublessee
has removed or intends to remove from the Aircraft as permitted by Section
12(e).  The Sublessor may, at its option, upon written notice to the Sublessee,
purchase any or all Removable Improvements upon the expiration of the Term at
their then Fair Market Value to the Sublessee.

          (j)    AID IN DISPOSITION. The Sublessee agrees, during the last six
months of the Term (and during the storage period described in Section 7(h)),
to provide such information with respect to the Aircraft as is reasonably
requested by the Sublessor in furtherance of the Sublessor's or the Lessor's
efforts to sell the Aircraft upon expiration of the Term; provided, that
nothing in this paragraph shall require the Sublessee to take any action or to
permit or suffer any action which shall interfere with the Sublessee's use of
the Aircraft.

          8.     DISCLAIMER OF WARRANTIES, ETC.  THE SUBLESSOR SUBLEASES AND
THE SUBLESSEE EXPRESSLY AGREES TO SUBLEASE THE AIRCRAFT AND EACH PART THEREOF
"AS IS".  THE SUBLESSEE HAS SELECTED THE AIRCRAFT AND THE MANUFACTURERS THEREOF
(AND EACH PORTION OF THE AIRCRAFT) AND ALL MAINTENANCE FACILITIES REQUIRED FOR
THE AIRCRAFT.  THE SUBLESSEE ACKNOWLEDGES THAT NEITHER THE SUBLESSOR NOR THE
LESSOR, THE OWNER PARTICIPANT, OR ANY LOAN PARTICIPANT HAS MADE, NOR SHALL ANY
OF THEM BE DEEMED TO HAVE MADE, AND EACH OF THEM IS HEREBY DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION, WARRANTY, OR DUTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER IN RESPECT OF THE DESIGN, DURABILITY,
CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF
MATERIAL OR WORKMANSHIP, VALUE, AIRWORTHINESS, OR CONFORMITY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE AGREEMENT OF THE AIRCRAFT, THE AIRFRAME, ANY
ENGINE, ANY PROPELLER, OR ANY PART, AS TO THE ABSENCE OF LATENT DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK, OR COPYRIGHT, OR AS TO THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT, OR (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, NOR SHALL THE SUBLESSOR, THE LESSOR, THE OWNER
PARTICIPANT, THE LOAN TRUSTEE, OR ANY LOAN PARTICIPANT BE LIABLE FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES (WHETHER ALLEGED ON THE BASIS OF WARRANTY, NEGLIGENCE,
OR STRICT OR ABSOLUTE LIABILITY IN TORT) IN RESPECT THEREOF, IT BEING AGREED
THAT NONE OF SUCH PERSONS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT





                                       28
<PAGE>   34

THERETO ARE TO BE BORNE BY THE SUBLESSEE.  NOTHING HEREIN SHALL LIMIT
SUBLESSEE'S RIGHTS AGAINST ATR, AS MANUFACTURER OF THE AIRCRAFT.

          9.     OWNERSHIP; RIGHTS OF THE SUBLESSEE.

         The Aircraft is and shall at all times remain the sole and exclusive
property of the Lessor, and the Sublessor shall have a leasehold interest
therein. The only interest the Sublessee shall have in the Aircraft is that of
a lessee hereunder.  During the Term, so long as no Event of Default exists,
the Sublessee shall have peaceful and quiet possession, use, and enjoyment of
the Aircraft hereunder; provided, that the foregoing shall not modify the
Sublessee's obligations pursuant to Section 4, which are absolute and
unconditional; provided, further, that the Sublessor shall not be responsible
for the actions of any Person (other than itself and its agents) who interrupts
in any manner the Sublessee's use of the Aircraft.

          10.    LIENS.

         The Sublessee shall not directly or indirectly create, incur, assume,
or suffer to exist any Lien on or with respect to any Item or Part, the
Lessor's title thereto, or any interest of the Sublessor, the Owner
Participant, any Loan Participant, or the Loan Trustee therein or in this
Sublease, except: (i) the rights of the Sublessor, the Lessor, the Owner
Participant, the Loan Trustee, the Loan Participants, and the Sublessee as
contemplated by the Operative Documents, (ii) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section 12(f) and 16, (iii) Lessor Liens, (iv) Liens for taxes either not yet
due or being contested by the Sublessee in good faith with due diligence and by
appropriate proceedings so long as there is no danger of sale, forfeiture,
loss, or loss of use of any Item, (v) inchoate materialmen's, mechanics',
worker's, repairer's, employees', or other like Liens arising in the ordinary
course of business and for amounts the payment of which is not yet due, (vi)
any Lien arising out of any judgment or award with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith by
appropriate proceedings diligently conducted and with respect to which there
shall have been secured a stay of execution pending such appeal or proceeding
for review, and (vii) any Lien against which the Sublessee provides a bond in
such amount and under such terms and conditions (including identity of bonding
company) as are reasonably satisfactory to the Sublessor. The Sublessee will
promptly, at its own expense, take or cause to be taken such action as may be
necessary to discharge any Lien which is not permitted by the provisions of
this Section 10.

          11.    TAXES.

         The Sublessee and the Sublessor hereby assume the obligations set
forth in the Sublease Tax Indemnity Agreement.





                                       29
<PAGE>   35

          12.    REGISTRATION; MAINTENANCE; RECORDS; COMPLIANCE AND USE;
REPLACEMENT PARTS; IMPROVEMENTS; POOLING OF PARTS; INSIGNIA.

          (a)    REGISTRATION.  The Sublessee, at its own cost and expense,
shall cause the Aircraft to be duly registered, at all times (except to the
extent that such registration is prevented by the legal status of the Lessor or
the Owner Participant) from and after the Closing Date, in the United States in
the Lessor's name under the Federal Aviation Act, shall not register the
Aircraft under the laws of any jurisdiction other than the United States, and
shall promptly produce to the Sublessor true copies of all applications made by
the Sublessee in relation to the Aircraft, of all certificates of registration
issued pursuant to such applications, and of all notifications given pursuant
to such registration (including notification of changes in the Sublessee's (or
any Permitted Sub-Sublessee's) FAA-approved maintenance program), and shall not
do or permit to be done any act which might cause the Aircraft to be ineligible
for such registration.

          (b)    MAINTENANCE; RECORDS.  The Sublessee shall maintain, inspect,
service, repair, overhaul, and test the Airframe, each Engine, and each
Propeller (i) in accordance with an FAA-approved part 121 program, (ii) so as
to keep the Airframe, each Engine, and each Propeller in good operating
condition, and airworthy in every respect, (iii) in the same manner and with
the same care as used by the Sublessee with respect to similar aircraft owned
and operated by the Sublessee, and (iv) so as to comply with the FAA's rules
and regulations and all mandatory and "alert" (or similar) service bulletins of
Airframe, Engine, and Propeller manufacturers, and so as to maintain in full
force and effect all manufacturers' warranties, and in such manner as to keep
the Aircraft in such operating condition as may be necessary to enable all
certificates, licenses, permits, and authorizations required for the use of
each Item and Part, including the airworthiness certification for the Aircraft,
to be maintained in good standing at all times under the Federal Aviation Act
and the FAA's rules and regulations, except to the extent that the Sublessee is
contesting in good faith the validity, applicability, or alleged violation of
such rule or regulation in any reasonable manner which does not involve any
material risk of sale, forfeiture, loss, or loss of use of any Item (but no
such contest shall be continuing on the last day of the Term). The Sublessee
shall not (and shall not permit any sub-sublessee to) discriminate against any
Item in its use, operation, or maintenance, as compared to other airframes,
engines, or propellers owned and operated by the Sublessee (or such
sub-sublessee), in contemplation of the expiration or termination of this
Sublease or the relevant sub-sublease (other than withdrawing such Item from
use and operation as necessary to prepare such Item for return to the Sublessor
upon expiration or termination).  The Sublessee shall maintain, in English, all
records, logs, and other materials required by the FAA (or any other
governmental body having jurisdiction) to be maintained in respect of each
Item; and the Sublessee shall prepare for the Sublessor or the Lessor, and
file, any reports required by any governmental authority as a result of the
Sublessor's or the Lessor's interest in the Aircraft. All manuals and technical
records delivered to the Sublessee shall be maintained in their original paper
form.  All other manuals and technical records shall be maintained in such form
as the Sublessee is required to maintain them under the Sublessee's maintenance
program.  The manuals and technical records (including all original paper
versions thereof) shall be the property of the





                                       30
<PAGE>   36

Sublessor, and at the end of the Term or upon the repossession of the Aircraft
pursuant to Section 18, the Sublessee shall deliver the manuals and technical
records to the Sublessor.

          (c)    COMPLIANCE AND USE.  The Sublessee shall not permit any Item
to be maintained, operated, or used in violation of any law or any rule,
regulation, treaty, statute, or order of any government or governmental
authority having jurisdiction, domestic or foreign, or in violation of any
airworthiness certificate, license, or registration relating to any Item issued
by any such authority, except while the Sublessee in good faith contests the
validity, application, or alleged violation thereof in any reasonable manner
which does not adversely affect the Sublessor's, the Lessor's, or the Loan
Trustee's interests in any Item (but no such contest shall be continuing on the
last day of the Term).  If any such law, rule, regulation, treaty, statute,
order, certificate, license, or registration requires alteration of any Item,
the Sublessee shall conform thereto, or obtain conformance therewith, at no
expense to the Sublessor, and shall maintain each Item in proper operating
condition thereunder.  The Sublessee agrees not to operate or locate any Item,
or suffer any Item to be operated or located, outside of the United States
except over international waters and except in a country which has ratified the
Convention on International Recognition of Rights in Aircraft (Geneva, 1948)
(Geneva Convention) or which is a member of the British Commonwealth (excluding
in either case any country that does not at that time maintain full diplomatic
relations with the United States and Canada).  Throughout the Term, the
possession, use, and maintenance of each Item shall be at the Sublessee's sole
risk and expense.  The Sublessee shall not permit any Item to be operated,
used, or located in any declared war zone or in any area which is an area of
recognized hostilities (except to leave such a zone or area).

          (d)    REPLACEMENT PARTS.  Except as otherwise provided in Section
12(e), the Sublessee shall promptly replace all Parts which become worn out,
lost, stolen, destroyed, seized, confiscated, damaged beyond repair, or
permanently rendered unfit for use for any reason whatsoever (such substituted
parts being "Replacement Parts"). In addition, in the ordinary course of
maintenance, overhaul, or testing, the Sublessee may remove any Parts, whether
or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair, or permanently rendered unfit for use, provided that the Sublessee
simultaneously replaces such Parts.  All Replacement Parts shall be free and
clear of all Liens (except for pooling arrangements to the extent permitted by
Section 12(f)) and, except on a temporary basis for emergency repairs, shall
have a value, utility, performance, efficiency, and remaining useful life at
least equal to the Parts replaced (and in any event shall be in good operating
condition).  All Parts at any time removed from any Item shall remain the
property of the Lessor, no matter where located, until they have been replaced
by Replacement Parts which have been incorporated in such Item and which meet
the requirements for Replacement Parts specified above.  Immediately upon any
Replacement Part's becoming incorporated in such Item as above provided,
without further act, (i) title to the removed Part shall vest in the Sublessee,
free and clear of all rights of the Sublessor, the Lessor, or the Loan Trustee,
and such Replacement Part shall no longer be a "Part" hereunder, (ii) title to
such replaced Part shall vest in the Lessor, subject only to a pooling
arrangement to the extent permitted by Section 12(f), and (iii) such
Replacement Part shall become subject to this Sublease and shall be part of the
pertinent Item.





                                       31
<PAGE>   37

          (e)    IMPROVEMENTS.  The Sublessee, at its sole expense, shall
incorporate in each Item any accessory, equipment, or device, or make any
improvement, modification, alteration, or addition thereto (any such accessory,
equipment, device, improvement, modification, alteration, or addition being an
"Improvement"), as is required from time to time to meet the standards of the
FAA or any other governmental authority having jurisdiction and any mandatory
or "alert" (or similar) bulletin of any Airframe, Engine, or Propeller
manufacturer.  In addition, the Sublessee may from time to time install any
Improvement as the Sublessee deems desirable in the proper conduct of its
business, provided that no such Improvement diminishes the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness of
any Item below the value, utility, performance, efficiency, remaining useful
life, condition, or airworthiness that it would have had if that Improvement
had not been made.  Title to all Improvements (other than Removable
Improvements) shall, without further act, vest in the Lessor.

         Unless a Payment/Bankruptcy Default exists, any Improvement that (i)
is in addition to, and not in replacement of or in substitution for, any Part
originally incorporated in any Item or any Replacement Part, (ii) is not
required to be incorporated in or added to any Item pursuant to the terms of
Section 12(a), (b), or (c), or the first sentence of this Section 12(e), and
(iii) can be removed from such Item without diminishing the value, utility,
performance, efficiency, remaining useful life, condition, or airworthiness
that such Item would have had at such time had such Improvement not been made
(a "Removable Improvement") shall not become an accession to that Item or be
subject to the Lien of the Mortgage.  Unless a Payment/Bankruptcy Default
exists, at or before the time that the Aircraft is returned to the Sublessor,
the Sublessee may remove any Removable Improvement and shall repair any damage
to the Aircraft resulting from the installation or removal of such Removable
Improvement so as to restore the Aircraft to the value, utility, performance,
efficiency, remaining useful life, condition, and airworthiness that it would
have had at such time had such Removable Improvement not been made.  Any
Removable Improvement not so removed by the Sublessee before the time of the
required return of the Aircraft shall, at such time, become the property of the
Lessor and (if any Loan Certificate is then outstanding) be subject to the Lien
of the Mortgage without further action by the parties hereto.

         The Sublessor represents and warrants to Sublessee that, in the Lease,
the Lessor has agreed as follows:  If any Removable Improvement is owned by any
third party or is subject to a conditional sales contract or other security
interest, then the Lessor agrees for the benefit of any such owner, conditional
vendor, or secured party that the Lessor will not acquire or claim, as against
such owner, conditional vendor, or secured party, any right, title, or interest
in any such Removable Improvement as the result of its installation on the
Airframe, an Engine, or a Propeller; provided, that the Lessor's agreements in
this sentence shall be ineffective unless such owner, conditional vendor, or
secured party agrees in writing and in a legally enforceable manner (i) not to
acquire or claim, as against the Lessor, any right, title, or interest in the
Airframe, any Engine, or any Propeller by reason of the installation of such
Removable Improvement thereon, and (ii) promptly, after notice, to remove such
Removable Improvement if the Lessor declares the Lease to be in default.





                                       32
<PAGE>   38

          (f)    POOLING OF PARTS.  Any Part removed from the Airframe, an
Engine, or a Propeller as provided in Section 12(d) may be subjected to a
normal pooling arrangement customary in the United States airline industry
entered into in the ordinary course of the Sublessee's business with Permitted
Air Carriers, provided that a Replacement Part is incorporated in that Item in
accordance with Section 12(d) upon the removal of the removed Part. In
addition, any Replacement Part when incorporated in an Item in accordance with
Section 12(d) may be owned by a Permitted Air Carrier or a lessor to a
Permitted Air Carrier subject to such a normal pooling arrangement, provided
that the Sublessee, at its expense, as promptly thereafter as possible, either
(i) causes title to such Replacement Part to vest in the Lessor in accordance
with Section 12(d) by acquiring title thereto for the benefit of, and
transferring such title to, the Lessor free and clear of all Liens, or (ii)
replaces such Replacement Part by incorporating in such Item a further
Replacement Part owned by the Sublessee free and clear of all Liens and by
causing title to such further Replacement Part to vest in the Lessor in
accordance with Section 12(d).

          (g)    INSIGNIA.  The Sublessee shall (i) cause each Item to be kept
numbered with the identification or serial numbers therefor as specified in the
Equipment Schedule, and (ii) as promptly as practicable (and in any event
within 30 days after the Closing Date), affix and maintain in the Airframe
adjacent to and not less prominent than the airworthiness certificate, and on
each Engine in a prominent location, a durable nameplate bearing the following
legend:

         This Aircraft is subject to a security interest in favor of Shawmut
         Bank Connecticut, National Association (as loan trustee) and is leased
         from First Security Bank of Utah, N.A. (as owner trustee).  This
         Aircraft is subleased from Antoine Finance Corporation.

and such other markings as from time to time are required by law or otherwise
deemed desirable by the Sublessor, the Lessor, or the Loan Trustee in order to
protect the Lessor's title to the Aircraft, the Sublessor's rights under this
Sublease, and the Loan Trustee's rights with respect to the Aircraft. The
Sublessee shall promptly replace any such nameplate marking which has been
removed, defaced, or destroyed. Except as provided in this Section 12(g), the
Sublessee will not allow the name of any Person to be placed on any Item as a
designation that might reasonably be interpreted as a claim of ownership;
provided, that nothing in this Section 12(g) prohibits the Sublessee from
placing appropriate marks (including its customary colors and insignia, or
those of Delta Air Lines) on any Item.

          13.    INSPECTION.

         At all reasonable times during the Term the Sublessor, the Lessor, the
Owner Participant, the Loan Trustee, or any Loan Participant (and any agent or
authorized representative of the foregoing) may, at its own expense (or at the
Sublessee's expense if an Event of Default or a maintenance Default or a
Payment/Bankruptcy Default exists at the time), inspect any Item and inspect
and copy the books and records of the Sublessee and any sub-sublessee relative
thereto, provided that, unless an Event of Default, maintenance Default, or
Payment/Bankruptcy Default exists at the time, such inspection shall not
unreasonably interfere with the Sublessee's operation (including any scheduled
flight) and maintenance.  Upon the Sublessor's request, the Sublessee shall
provide the Sublessor





                                       33
<PAGE>   39

with a list of the anticipated dates of any scheduled major maintenance checks
(including any C or D check) within the six-month period following each such
request.

         Upon the request of the Sublessor, the Lessor, the Owner Participant,
the Loan Trustee, or any Loan Participant, the Sublessee shall confirm the
Sublessee's or any Permitted Sub-Sublessee's schedule for heavy maintenance
checks, and such requesting party (or its agents or authorized representatives)
may be present at such maintenance checks.  Upon the request of any of the
foregoing Persons, the Sublessee shall confirm the location of each Item and
shall, at any reasonable time, make each Item and all books and records
relative thereto available to such requesting party (or its agents or
authorized representative(s) for inspection and copying.  None of the foregoing
Persons shall have any duty to make any such inspection, nor shall any of them
incur any liability or obligation by reason of not making any such inspection.

          14.    LOSS OR DESTRUCTION; REQUISITION OF USE.

          (a)    EVENT OF LOSS TO THE AIRFRAME.  If an Event of Loss occurs to
the Airframe, the Sublessee shall within 15 days after such occurrence give to
the Sublessor, the Lessor, and the Loan Trustee written notice of such Event of
Loss.  Within 31 days after that Event of Loss occurs (or, if earlier, within
five days after the receipt of insurance proceeds for that Event of Loss), the
Sublessee shall pay or cause to be paid (including via payment of insurance
proceeds) to the Sublessor or its assignee, on a Rent Payment Date, an amount
equal to (x) the Stipulated Loss Value of the Aircraft, determined as of the
Basic Rent Date on which Stipulated Loss Value is paid (the "SLV Date"), plus
(y) all other amounts of Rent due on or before the SLV Date and any reasonable
expenses and costs incurred in connection with such Event of Loss by the
Sublessor.  Upon payment in full of such Stipulated Loss Value and all such
other amounts, (i) the Sublessee's obligation to pay all succeeding
installments of Basic Rent, and the Term, shall terminate, and (ii) the Lessor
shall transfer to the Sublessee (subject to any insurer's salvage rights), "as
is, where is, and with all faults", without recourse or warranty, express or
implied (except as to the absence of Lessor Liens), all of the Lessor's right,
title, and interest in and to the Aircraft.

          (b)    EVENT OF LOSS TO AN ENGINE OR PROPELLER.  If an Event of Loss
occurs to any Engine or Propeller under circumstances in which no Event of Loss
occurs to the Airframe, the Sublessee shall within 15 days after such
occurrence give to the Sublessor written notice thereof and shall, within 45
days after the occurrence of such Event of Loss, duly convey to the Lessor, as
replacement for such Engine or Propeller, title to a Replacement Engine or
Replacement Propeller, free and clear of all Liens (other than Liens permitted
by Section 10(i) and (iii)).  At the time of any such conveyance, the Sublessee
shall, at its expense: (i) furnish the Lessor with a bill of sale, in form and
substance reasonably satisfactory to the Lessor, for such Replacement Engine or
Replacement Propeller, (ii) cause supplements hereto, to the Lease, and to the
Mortgage, in form and substance reasonably satisfactory to the Sublessor, the
Lessor, and the Loan Trustee, for such Replacement Engine or Replacement
Propeller, to be duly executed by the appropriate parties and recorded pursuant
to the Federal Aviation Act, (iii) execute and, if necessary, file such
documents as the Lessor or the Sublessor reasonably requests to confirm the
Lessor's ownership of, and title, to such Replacement





                                       34
<PAGE>   40

Engine or Replacement Propeller, (iv) furnish the Sublessor and the Lessor with
such evidence of compliance with the insurance provisions of the Sublease and
the Lease for such Replacement Engine or Replacement Propeller as such party
reasonably requests (provided, that this clause (iv) shall not require the
Sublessee to maintain insurance in excess of that otherwise required by this
Sublease), (v) assign to the Lessor the benefit of all assignable
manufacturer's and vendor's warranties with respect to such Replacement
Engine(s) or Replacement Propeller(s), as the case may be, in a manner similar
to the Purchase Agreement Assignment, (vi) furnish the Sublessor with such
documents, certificates, and opinions as the Sublessor shall reasonably
request, (vii) upon request, furnish the Sublessor or the Lessor with an
opinion of counsel (and such other evidence of title as the Sublessor
reasonably requests) reasonably acceptable to such party to the effect that,
upon such conveyance, the Lessor will have or acquire good title to such
Replacement Engine or Replacement Propeller free and clear of all Liens (other
than Permitted Liens), and that such Replacement Engine or Replacement
Propeller will be leased hereunder and be subject to the Lien of Mortgage, to
the same extent as the Engine or Propeller replaced thereby, (viii) furnish the
Sublessor with a certificate of an officer of the Sublessee, and if reasonably
requested by the Lessor or the Sublessor, an independent appraisal, certifying
that such Replacement Engine or Replacement Propeller has a value, performance,
efficiency, utility, and remaining useful life at least equal to, and is in as
good operating condition as, the Engine or Propeller so replaced (in each case
without regard to the number of hours or cycles remaining until the next
scheduled maintenance visit, and assuming that such Engine or Propeller was in
the condition and repair required by the terms hereof immediately before such
Event of Loss), (ix) furnish the Sublessor with a certificate signed by an
officer of the Sublessee certifying the Sublessee's compliance with this
Section 14(b), and (x) take such other action as the Sublessor, the Lessor, or
the Loan Trustee reasonably requests in order that such Replacement Engine or
Replacement Propeller be properly titled in the Lessor's name free and clear of
all Liens (except Permitted Liens described in Section 10(i) and (iii)), leased
hereunder, and subjected to the Lien of the Mortgage to the same extent as the
Engine or Propeller replaced thereby.

         Upon full compliance by the Sublessee with the terms of this Section
14(b), the Lessor shall transfer to the Sublessee (subject to any insurer's
salvage rights), "as is, where is, and with all faults", without recourse or
warranty, express or implied (except as to the absence of Lessor Liens), all
right, title, and interest in and to the Engine or Propeller to which such
Event of Loss occurred, together with any insurance proceeds relating to
property damage, if any.  Each such Replacement Engine or Replacement Propeller
shall, upon such conveyance, be deemed part of the property leased hereunder,
shall be deemed an "Engine" or "Propeller", and shall be deemed part of the
Aircraft.  No Event of Loss to an Engine or Propeller under the circumstances
contemplated by the terms of this Section 14(b) shall result in any reduction
in Basic Rent.

          (c)    RISK OF LOSS; NO RELEASE OF OBLIGATIONS.  The Sublessee hereby
assumes and agrees to bear the risk of loss to each Item and, except as
provided in Section 14(a) and (b), shall not be released from its obligations
hereunder in the event of any damage to any Item or any part thereof or any
Event of Loss relating thereto.





                                       35
<PAGE>   41

          (d)    REQUISITION OF USE.  A requisition of use which does not
constitute an Event of Loss shall not terminate this Sublease, and each and
every obligation of the Sublessee with respect thereto shall remain in full
force and effect to the same extent as if such requisition had not occurred,
except to the extent that any failure or delay in the performance of such
obligations (other than obligations for the payment of money) are prevented or
delayed by such requisition of use. The Sublessee shall be entitled to all
sums, attributable to the period the Item(s) involved is/are subject to this
Sublease, received by reason of any such requisition of use. All payments
received for the use of any Item after the Term shall be paid over to, or
retained by, the Sublessor in the same manner as Rent under Section 3(f) (or
paid over to or retained by the Sublessee if it purchases the Aircraft in
accordance with the provisions hereof).  The Sublessee shall promptly notify
the Sublessor, the Lessor, and the Loan Trustee in writing of any such
requisition.

          (e)    APPLICATION OF PROCEEDS FOR EVENTS OF LOSS.  Any payments
received from any insurer under insurance (other than liability insurance and
other than insurance maintained by the Sublessor or the Owner Participant at
its own expense) maintained hereunder or from any governmental authority or
other Person with respect to an Event of Loss will be applied as follows:

                 (i)      if such payments are received as a result of an Event
         of Loss to the Airframe (and any Engine or Propeller then installed
         thereon), (aa) so much of such payments as shall not exceed the
         Stipulated Loss Value for the Aircraft shall be applied in reduction
         of the Sublessee's obligation to pay such Stipulated Loss Value if not
         already paid by the Sublessee, or, if already paid by the Sublessee,
         shall be applied by the Sublessor (or its assignee) to reimburse the
         Sublessee for its payment of such Stipulated Loss Value, and (bb) the
         balance, if any, of such payments remaining thereafter shall be paid
         over to, or retained by, the Sublessee; and

                 (ii) if such payments are received as the result of an Event
         of Loss to an Engine or Propeller under the circumstances contemplated
         by Section 14(b), such payments shall be paid over to, or retained by,
         the Sublessor (or its assignee) in the same manner as Rent under
         Section 3(f); and if and when the Sublessee shall have fully performed
         the terms of Section 14(b) with respect to the Event of Loss for which
         such payments are made (including completing the replacement being
         made), such payments shall be paid over to, or retained by, the
         Sublessee.

         If (x) an Event of Loss occurs to an Engine or Propeller under the
circumstances contemplated by Section 14(b), or (y) the Sublessor, the Lessor,
or the Loan Trustee receives any proceeds of insurance maintained under Section
15(c) pending completion of repairs by the Sublessee to an Item, then the
Sublessor, the Lessor, or the Loan Trustee, as the case may be, shall, if
requested by the Sublessee and if no Default then exists, use its reasonable
efforts to invest, at the Sublessee's request, direction, and risk, any
payments that it receives with respect to such Item from any insurer under
insurance required to be maintained hereunder or from the Sublessee or from any
governmental authority or other party. Any such investments shall be in direct
obligations of, or obligations the payment of the principal of and interest on
which is unconditionally guaranteed by the full faith and credit of, the United
States of America, which mature within one year of the purchase date, as





                                       36
<PAGE>   42

         selected by the Sublessee.  All profits and losses on such investments
         and any taxes in respect thereof shall be for the account of the
         Sublessee. In order to make the payments to the Sublessee provided for
         in clause (ii) of this Section 14(e) or in Section 15(c), the
         Sublessor, the Lessor, and the Loan Trustee are authorized to sell any
         obligations so purchased, and shall not be required to make such
         payments to the Sublessee until the Sublessor, the Lessor, or the Loan
         Trustee (as the case may be) has had a reasonable time to sell such
         obligations and to obtain the sale proceeds.

          (f)    PAYMENTS DURING DEFAULT.  Notwithstanding anything in this
Section 14 to the contrary, any amount referred to in this Section 14 which is
otherwise payable to the Sublessee shall not be paid to the Sublessee, or if
previously paid to the Sublessee, shall not be retained by the Sublessee if, at
the time of payment of such amount, a Default exists, but shall be paid to and
held by the Sublessor as security for the Sublessee's obligations under the
Operative Documents, and at such time as no Default exists, such amount shall
be paid to the Sublessee.

          15.    INSURANCE.

          (a)    LIABILITY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, comprehensive aircraft
and general liability insurance (including passenger legal liability insurance
and property damage insurance, and including war-risk and allied perils
coverage for operations described in the last sentence of Section 15(b)), for
the Aircraft (i) in amounts which are not less than those maintained at the
time on similar aircraft, airframes, engines, and propellers that then comprise
the Sublessee's fleet, but in no event less than $200,000,000 combined single
limit, (ii) of the types usually carried by United States air carriers engaged
in the same or a similar business, simi larly situated with the Sublessee and
owning or operating similar aircraft, airframes, engines, and propellers and
which cover risks of the kind customarily insured against by such air carriers.
The Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against under this Section 15(a), in any amounts not to exceed [  *  ] of the
Sublessee's tangible net worth per occurrence, and in any event not to exceed [
*  ] per year for the Sublessee's entire fleet.

          (b)    CASUALTY INSURANCE.  The Sublessee shall maintain (or cause a
Permitted Sub-Sublessee to maintain) in effect, at all times during the Term,
with insurers of favorably recognized responsibility, all-risk ground and
flight aircraft hull insurance covering the Airframe and all-risk coverage for
Engines, Propellers, and Parts while not incorporated in the Airframe, an
Engine, or a Propeller, in an amount which, when paid hereunder for an Event of
Loss to the Airframe and any Engine(s), engine(s), Propeller(s), and
propeller(s) then installed thereon, will be not less than the Stipulated Loss
Value for the Aircraft (computed for the following Basic Rent Date). The
Sublessee may self-insure, by way of deductible or premium adjustment
provisions in insurance policies or otherwise, the risks required to be insured
against this Section 15(b), in any amounts not to exceed  [  *  ] per
occurrence (or, if the Sublessee's tangible net worth at the time, determined
in accordance with GAAP, exceeds [  *  ], in any amounts not to exceed [  *  ]
of the Sublessee's tangible net worth per occurrence, and in any event not to
exceed [  *  ] per year for the Sublessee's entire fleet).  The





                                       37
<PAGE>   43

Sublessee shall maintain war-risk and allied perils insurance (including
political hijacking and governmental confiscation insurance) for at least the
foregoing amount on the Aircraft to the extent operated (i) outside the United
States, Canada, Bermuda, and the Caribbean Basin (except countries with which
the United States does not then maintain full diplomatic relations), or in
transit between these points, (ii) on routes (other than routes within the
United States) where the custom in the industry is to carry such insurance,
(iii) where the Sublessee generally maintains such insurance on aircraft that
it operates, or (iv) in a war zone or a recognized or, in the Sublessor's
opinion (if communicated to the Sublessee in accordance with Section 21),
threatened area of hostility.

          (c)    ENDORSEMENTS.  Any policies of insurance carried in accordance
with this Section 15: (i) shall include the Additional Insureds as their
interests appear as additional insureds, (ii) with respect to insurance carried
in accordance with Section 15(b), shall be payable to the Loan Trustee (for the
account of all parties) and if no Default exists, shall be disbursed to the
Sublessee (or other appropriate Person specified by the Sublessee), upon
completion of repairs made to the Aircraft so as to restore it to the operating
condition required by Section 12 or shall be disbursed as otherwise required by
this Sublease (provided, that unless the Sublessor has notified the insurers
that a Default exists, any hull insurance proceeds for a loss not exceeding
$1,000,000 for any single occurrence and not involving an Event of Loss to the
Aircraft may be payable directly to the Sublessee), (iii) shall provide that if
the insurers cancel such insurance for any reason whatever, or any change
adverse to any Additional Insured is made in policy terms or provisions, or the
insurance is allowed to lapse for nonpayment of premium, or such insurance
coverage is reduced, such cancellation, change, lapse, or reduction shall not
be effective as to any Additional Insured for 30 days (seven days, or such
other period as is then customary in the airline insurance industry, in the
case of any war-risk coverage) after such Additional Insured receives written
notice by such insurers of such cancellation, change, lapse, or reduction, (iv)
shall provide that, in respect of the interest of each Additional Insured in
such policies, the insurance shall not be invalidated by any action or inaction
of the Sublessee, any sub- sublessee, or any other Person except such
Additional Insured, (v) shall provide that the insurers shall waive any rights
of subrogation against any Additional Insured, except to the extent of any loss
caused by the gross negligence or willful misconduct of such Additional
Insured, (vi) shall provide that the Additional Insureds shall have no
obligation or liability for payment of any premiums, commissions, calls,
assessments, or advances, and (vii) shall be effective for domestic and (if and
to the extent of operation outside the United States) international operations.
Each liability policy (x) shall be primary without right of contribution from
any other insurance which is carried by the Additional Insureds, (y) shall
expressly provide that all of its provisions, except the limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured, and (z) shall provide that the insurers shall waive any right of
set-off, counterclaim, or other deduction against the Additional Insureds.
With respect to any Item, any amount received by an Additional Insured pursuant
to insurance carried under Section 15(b) which exceeds such Item's Stipulated
Loss Value on the date such payment is received shall be promptly remitted to
the Sublessee.

          (d)    REPORTS, ETC.  At least once each year during the Term, the
Sublessee shall furnish to the Additional Insureds a report, signed by an
independent broker of recognized national standing, reasonably acceptable to
the Additional Insureds, certifying that policies of insurance in the forms,





                                       38
<PAGE>   44

covering the risks and in the amounts required by this Section 15 (specifically
referring to this Section 15) are in full force and effect and that, in the
opinion of such broker, the insurance then carried and maintained in respect of
the Aircraft is adequate to protect the interests of each Additional Insured
and otherwise complies with the terms of this Section 15, and including (i)
confirmation that the insurance has been placed with insurers, giving the name
of each insurer, the amount for which it insures (and any portion thereof which
is subject to a deductible), and the period of the policy, and (ii)
confirmation that all premiums due to the insurers have been paid.  Such report
will provide that the broker will notify the Additional Insureds in writing
promptly of any defaults in the payment of any premium and of any other act or
omission on the part of the Sublessee or any sub-sublessee or of any event of
which such broker has knowledge which might invalidate or render unenforceable,
in whole or in part, any insurance for the Airframe, any Engine, or any
Propeller.

          (e)    OTHER INSURANCE.  If the Sublessee fails to maintain insurance
as required by the terms of this Section 15, any Additional Insured may, after
making a good faith attempt to give reasonable advance notice to the Sublessee
of such Additional Insured's intent to do so, provide such insurance and, in
such event, the Sublessee shall, upon demand, reimburse such Additional
Insured, as Supplemental Rent, for the cost thereof, without waiver of any
other rights such Additional Insured may have. Nothing in this Sublease shall
prohibit the Sublessor, the Lessor, the Owner Participant, the Loan Trustee, or
any Loan Participant from insuring the Airframe, any Engine, or any Propeller
or its interest therein at its own expense in an amount in excess of that
required to be maintained by the Sublessee hereunder, provided that such excess
insurance in no way limits the availability of any insurance required to be
maintained by the Sublessee hereunder.

          (f)    INDEMNIFICATION BY UNITED STATES GOVERNMENT. The Sublessor and
the other Additional Insureds shall accept, in lieu of insurance against any
risk with respect to any Item, indemnification from the United States
government against such risk in an amount which, when added to the amount of
any insurance against such risk maintained by or for the benefit of the
Sublessee (including permitted deductibles) with respect to that Item, shall be
at least equal to the amount and scope (and in favor of the same parties) as
the insurance otherwise required by this Section 15.

          16.    SUB-SUBLEASE; POSSESSION.

          (a)    SUB-SUBLEASE, POOLING, ETC.  The Sublessee shall not, without
the Sublessor's prior written consent, assign any of the Sublessee's rights
hereunder or sub-sublet or otherwise relinquish possession of the Airframe, any
Engine, or any Propeller, or permit any Engine or Propeller to be installed on
any airframe or engine other than the Airframe or an Engine, provided that, so
long as no Default exists at the beginning of such sub-sublease,
relinquishment, or installation, the Sublessee (or, if under a sub-sublease
with a Permitted Sub-Sublessee, such Permitted Sub-Sublessee, but only with
respect to clauses (i) through (v) and (vii) of this Section 16(a)) may,
without the Sublessor's prior written consent:

                 (i)      subject any Engine or Propeller to normal pooling
         arrangements customary in the United States airline industry and
         entered into in the ordinary course of its business





                                       39
<PAGE>   45

         with any Permitted Air Carrier, provided that no transfer of title to
         such Engine or Propeller is contemplated or required in connection
         therewith (but if the Lessor's title to any such Engine or Propeller
         is divested under any such arrangement, such divestiture shall be
         deemed to be an Event of Loss to such Engine or Propeller and the
         Sublessee (or such Permitted Sub-Sublessee) shall comply with Section
         14(b) in respect thereof;

                 (ii) deliver possession of any Item to any qualified
         organization for testing, maintenance, or overhaul work or for
         Improvements to the extent required or permitted by Section 12;

                 (iii) install any Engine or Propeller on an airframe or engine
         owned by the Sublessee (or such Permitted Sub-Sublessee) free and
         clear of all Liens, except (aa) Permitted Liens, (bb) Liens that do
         not apply to such Engine or Propeller, (cc) the Lien of any agreement
         which effectively provides that such Engine or Propeller shall not
         become subject to the Lien thereof, notwithstanding the installation
         of such Engine or Propeller on any airframe or engine subject to the
         Lien of such agreement, unless and until the Sublessee (or such
         Permitted Sub-Sublessee) becomes the owner of such Engine or
         Propeller, and (dd) those created by the rights of other Permitted Air
         Carriers under normal interchange or pooling agreements which are
         customary in the United States airline industry and do not contemplate
         or require the transfer of title to such Engine or Propeller;

                 (iv) install any Engine or Propeller on an airframe or engine
         leased to the Sublessee (or such Permitted Sub-Sublessee) or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement, so long as such Engine
         or Propeller does not become subject to a Lien (other than a Permitted
         Lien);

                 (v)      install any Engine or Propeller on an airframe or
         engine owned by the Sublessee (or such Permitted Sub-Sublessee),
         leased to the Sublessee (or such Permitted Sub-Sublessee), or owned by
         the Sublessee (or such Permitted Sub-Sublessee) subject to a
         conditional sale or other security agreement under circumstances where
         neither clause (iii) nor clause (iv) above applies (but such
         installation shall be deemed an Event of Loss to such Engine or
         Propeller and the Sublessee shall comply with Section 14(b) in respect
         thereof, the Sublessor and the Lessor not intending hereby to waive
         any right or interest it may have to or in such Engine or Propeller
         under applicable law until compliance by the Sublessee with Section
         14(b));

                 (vi) with the Sublessor's prior written consent (which shall
         not be unreasonably withheld), sub- sublease the Aircraft to any
         Permitted Air Carrier which is not bankrupt or the subject of
         proceedings to declare it bankrupt or the subject of proceedings for
         reorganization pursuant to any existing or future bankruptcy laws (the
         Sublessee to deliver to the Sublessor at least 30 days' prior written
         notice of any proposed sub-sublease including a description thereof);
         or





                                       40
<PAGE>   46


                 (vii) transfer possession of any Item to the United States of
         America or any instrumentality or agency thereof;

provided, further, that (aa) the rights of any transferee shall be subject and
subordinate to all the terms of this Sublease, (bb) any sub-sublease for a term
(including renewal option(s)) of more than one year shall be assigned to or for
the benefit of the Sublessor and its assignees pursuant to a sub-sublease
assignment in form and substance satisfactory to the Sublessor, (cc) the
Sublessee shall remain primarily liable hereunder for the performance of all
the terms of this Sublease to the same extent as if such transfer had not
occurred, and (dd) without the Sublessor's consent (which shall not be
unreasonably withheld), any such sub-sublease shall be for a period or periods
not to exceed three years (or, if shorter, the remaining Term) unless the
Sublessee notifies the Sublessor of its exercise of the purchase option
pursuant to Section 20.  Any such sub-sublease will be by its terms expressly
subject and subordinate to this Sublease, and will require maintenance, use,
and operation standards substantially the same as set forth in this Sublease.
No relinquishment of possession of any Item or Part shall in any way discharge
or diminish any of the Sublessee's obligations hereunder or constitute a waiver
of the Sublessor's rights or remedies hereunder.

          (b)    SUB-SUBLEASE CLAUSE.  Any sub-sublease of any Item shall
contain a clause substantially as follows:

                 Anything in this sub-sublease to the contrary notwithstanding,
         the sub-sublessee's rights hereunder to the possession, use, and
         enjoyment of the Aircraft in accordance with the terms hereof shall be
         subject to the June 22, 1995 Sublease Agreement [N637AS] (the "Primary
         Sublease") between Antoine Finance Corporation (the "Primary
         Sublessor") and Atlantic Southeast Airlines, Inc., and the
         sub-sublessee confirms and agrees that this sub-sublease is in all
         respects subject and junior to the Primary Sublease. Upon notice to
         the sub-sublessee hereunder by the Primary Sublessor or its assignee
         that an Event of Default (as defined in the Primary Sublease) exists,
         the Primary Sublessor or its assignee may require that all rentals and
         other sums due hereunder in respect of the Aircraft shall thereafter
         be paid directly to the Primary Sublessor or its assignee, and if the
         letting of the Aircraft to Atlantic Southeast Airlines, Inc. under the
         Primary Sublease terminates, the Primary Sublessor or its assignee, at
         its option, by written notice to the sub-sublessee after the date of
         such termination, may

                 (i)      require the sub-sublessee to enter into an agreement,
                 in form and substance reasonably satisfactory to the Primary
                 Sublessor or its assignee, attorning to and recognizing the
                 Primary Sublessor or its assignee as the sub-sublessor
                 hereunder and reconfirming all of the obligations of the
                 sub-sublessee hereunder, or

                 (ii) terminate this sub-sublease and require prompt delivery
                 by the sub-sublessee of the Aircraft to the Primary Sublessor
                 or its assignee, in accordance with the provisions of Section
                 ___ hereof.





                                       41
<PAGE>   47


Unless the sub-sublessee shall have received any such written notice from the
Primary Sublessor or its assignee requiring attornment or terminating this
sub-sublease, the sub-sublessee shall be and remain fully obligated hereunder
notwithstanding the continuance of any Event of Default under the Primary
Sublease or any termination thereof.

          (c)    SUBLESSOR WAIVER.  The Sublessor hereby agrees (and warrants
that the Lessor has agreed in the Lease), for the benefit of each lessor or
secured party of any engine or propeller leased to the Sublessee (or any
Permitted Sub-Sublessee) or owned by the Sublessee (or any Permitted Sub-
Sublessee) subject to a conditional sale or other security agreement, that the
Sublessor and the Lessor shall not acquire or claim, as against such lessor or
secured party, any right, title, or interest in any engine or propeller as the
result of the installation of such engine or propeller on the Airframe or an
Engine at any time while such engine or propeller is subject to such lease or
conditional sale or other security agreement and owned by such lessor or
subject to a security interest in favor of such secured party.

          17.    EVENTS OF DEFAULT.

         Each of the following shall continue an "Event of Default":

         (a)     Rent.  The Sublessee fails to make any payment of Rent when
due, and such failure continues for at least five days after written notice of
nonpayment.

         (b)     Insurance.  The Sublessee fails to maintain the insurance
required by the terms of Section 15.

         (c)     Prohibited Transactions.  The Sublessee sub-subleases or
otherwise relinquishes possession of any Item other than as permitted by the
terms of Section 16(a), or a violation of Section 5(b)(2) occurs.

         (d)     Sublessee Covenants.  The Sublessee fails to perform any other
covenant or agreement to be performed by it under the Operative Documents, and
such failure continues for 15 days after the Sublessee receives written notice
thereof.

         (e)     Sublessee Representations.  Any representation or warranty of
the Sublessee contained in any Operative Document, or in any certificate or
other document that it furnishes under any Operative Document, proves to have
been incorrect in any material respect when made.

         (f)     Voluntary Bankruptcy.  The Sublessee (1) applies for or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, or liquidator of itself or of all or a majority of its
property, (2) makes a general assignment for the benefit of its creditors, (3)
commences a voluntary case under the U.S. Bankruptcy Code (as now or hereafter
in effect), (4) files a petition seeking to take advantage (as debtor) of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, or (5) fails to controvert in a





                                       42
<PAGE>   48

timely manner, or acquiesces in writing to, any petition filed against it in an
involuntary case under the U.S.  Bankruptcy Code.

         (g)     Involuntary Bankruptcy.  A proceeding or case is commenced,
without the Sublessee's application or consent in any court of competent
jurisdiction, seeking (1) its liquidation, reorganization, dissolution, or
winding-up, or the composition or readjustment of its debts, (2) the
appointment of a trustee, receiver, custodian, liquidator, or the like of the
Sublessee or of all or a majority of its assets, or (3) similar relief in
respect of the Sublessee under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case continues undismissed, or an order, judgment, or decree
approving or ordering any of the foregoing is entered and continues unstayed
and in effect, for a period of 60 days; or an order for relief against the
Sublessee is entered in an involuntary case under the U.S. Bankruptcy Code.

         (h)     Financing Defaults.  (i) Loan, lease, or deferred purchase
obligations of the Sublessee totalling more than [  *  ] are in default after
the expiration of any applicable grace period, if the effect of such default is
to permit such obligations to be accelerated or otherwise declared to be due
and payable prior to their stated maturity, or (ii) the Sublessee is in
default, after the expiration of any applicable grace period, in the payment
when due of more than [  *  ] of loan, lease, or deferred purchase obligations.

         (i)     Judgments.  One or more judgment(s) is/are rendered by one or
more court(s) of competent jurisdiction against the Sublessee for a total of
more than [  *  ] and is/are not stayed or discharged, or fully bonded against,
within 60 days of the date of entry.

         (j)     ERISA.  Any "Reportable Event" under ERISA occurs, or any
finding or determination is made with respect to an employee benefit plan to
which the Sublessee is then a party under Section 4041(c) or (e) of ERISA, or
any fact or circumstance occurs with respect to an employee benefit plan to
which the Sublessee is then a party, that, in the Sublessor's opinion, provides
grounds for the commencement of any proceeding under Section 4042 of ERISA, or
any proceeding shall be commenced under Section 4042 of ERISA, with respect to
an employee benefit plan to which the Sublessee is then a party.

         (k)     Repudiation.  The Sublessee denies any further liability under
any Operative Document.

         (l)     Related Sublease.  Any "Event of Default" exists under a
Related Sublease.

          18.    REMEDIES.

          (a)    GENERALLY.  Upon the occurrence of (i) any Event of Default
described in Section 17(f) or (g), this Sublease shall be deemed to be in
default without any act or notice of any kind, all of which are hereby waived,
or (ii) any other Event of Default (so long as it has not been fully remedied),
the





                                       43
<PAGE>   49

Sublessor may, at its option, declare this Sublease to be in default, and in
either case at any time thereafter, the Sublessor may exercise one or more of
the following remedies as the Sublessor in its sole discretion shall lawfully
elect:

                 (i)      cancel (in the sense of UCC Section 2A-505(1)) this
         Sublease or require the Sublessee, upon the Sublessor's demand (and at
         the Sublessee's cost and expense), to return promptly, and the
         Sublessee hereby agrees that it shall return promptly, all or such
         part of the Aircraft as the Sublessor so demands, to the Sublessor or
         its designee in the manner and condition required by, and otherwise in
         accordance with all the provisions of, Section 7 as if the Aircraft
         were being returned at the end of the Term, or if the Sublessee does
         not so deliver such Item(s), the Sublessor or the Sublessor's agent,
         at the Sublessor's option, may (but shall be under no obligation to)
         enter upon the premises where all or any part of the Aircraft is (or
         is believed by the Sublessor possibly to be) located and take
         immediate possession of and remove the same (together with any engine
         or propeller that is installed on the Airframe or any Engine or
         installed engine, subject to the rights of any owner, lessor, lienor,
         or secured party of such engine or propeller) by summary proceedings
         or otherwise, all without becoming liable for or by reason of such
         entry or taking of possession or removal, whether for the restoration
         of damage to property caused by such action or otherwise;

                 (ii) with or without taking possession thereof, sell any Item
         at public or private sale, as the Sublessor, in its sole discretion,
         shall determine, free and clear of any rights of the Sublessee, or
         otherwise dispose of, hold, use, operate, lease to others, or keep
         idle any Item as the Sublessor, in its sole discretion, may determine,
         all free and clear of any rights or claims of the Sublessee and
         without any duty to account to the Sublessee with respect to such
         action or inaction or for any proceeds with respect thereto, except as
         otherwise provided herein (and to the extent, if any, that notice of
         sale is required, the Sublessee agrees that 10 days' notice of the
         date, time, and place (and terms, in the case of a private sale) is
         reasonable);

                 (iii) whether or not the Sublessor shall have exercised, or
         shall thereafter at any time exercise, any of its rights under clause
         (i) or (ii) above with respect to any Item, the Sublessor, by written
         notice to the Sublessee specifying a payment date (the "Default
         Payment Date")) which shall be the Basic Rent Date (or, if there are
         no further Basic Rent Dates, then any date) following the date of such
         notice, may cause the Sublessee to pay to the Sublessor, and the
         Sublessee shall pay to the Sublessor, on the Default Payment Date, as
         liquidated damages for loss of a bargain and not as a penalty (and in
         lieu of all Basic Rent accruing on or after the Default Payment Date),
         any unpaid Basic Rent due prior to the Payment Date (together with
         interest on such amount at the Late Payment Rate from the Basic Rent
         Dates as of which such Rent was not paid until the actual date of
         payment of such amount), plus whichever of the following amounts the
         Sublessor, in its sole discretion, shall specify in such notice: (x)
         an amount equal to the excess, if any, of (aa) the Basic Rent for any
         or all of the Item(s) (as specified by the Sublessor), due on or after
         the Default Payment Date, over (bb) the aggregate Fair Market Rental
         Value of such Item(s) for the remaining





                                       44
<PAGE>   50

         Term, after discounting each to present value as of the Default
         Payment Date at the Debt Rate, or (y) an amount equal to the excess,
         if any, of (aa) the Stipulated Loss Value for any or all of the
         Item(s) (as specified by the Sublessor), as of the Default Payment
         Date over (bb) the Fair Market Value of such Item(s);

                 (iv) if the Sublessor sells any Item(s), the Sublessor may
         elect, in lieu of exercising its rights under clause (iii) with
         respect to such Item, to require the Sublessee to pay to the
         Sublessor, and the Sublessee in such event shall pay to the Sublessor,
         on the date of such sale, as liquidated damages for loss of a bargain
         and not as a penalty (and in lieu of all Basic Rent accruing after
         such sale occurs), any unpaid Basic Rent due on or before such sale
         date (together with interest on such amount at the Late Payment Rate
         from the Basic Rent Dates as of which such Rent was not paid until the
         actual date of payment of such amount) plus the amount of any
         deficiency between the net proceeds of such sale and the Stipulated
         Loss Value of the Aircraft or such Item(s), as of the date of such
         sale (or, if such date is not a Basic Rent Date, then the Basic Rent
         Date following the sale date), together with interest on such
         Stipulated Loss Value at the Late Payment Rate from the Basic Rent
         Date as of which such Stipulated Loss Value is determined until the
         date of actual payment of such amount;

                 (v)      in lieu of exercising its rights under clauses
         18(ii), (iii), and (iv) for any particular Item, the Sublessor may, by
         notice to the Sublessee specifying a payment date not earlier than 10
         days or more than 30 days from the date of such notice, require the
         Sublessee to pay to the Sublessor, and the Sublessee shall pay to the
         Sublessor, on the payment date specified in such notice, as liquidated
         damages for loss of a bargain, and not as a penalty, and in lieu of
         any further payments of Basic Rent hereunder with respect to such
         Item, an amount equal to the sum of (aa) all unpaid Rent payable on or
         before the date of payment specified in such notice plus (bb) the
         Stipulated Loss Value for such Item computed as of the Basic Rent Date
         on (or, if such payment date is not a Basic Rent Date, then the
         following Basic Rent Date) the date of payment specified in such
         notice together with interest, if any, at the Late Payment Rate on the
         amount of such Rent and Stipulated Loss Value from the payment date
         specified in such notice until the date of actual payment; and upon
         such payment of liquidated damages and all other Rent then due and
         payable by the Sublessee hereunder, the Lessor shall transfer "as is,
         where is and with all faults", without any representation, recourse,
         or warranty whatsoever, express or implied (except as to the absence
         of Lessor Liens), such Item to the Sublessee, and the Lessor shall
         execute and deliver such documents evidencing such transfer and take
         such further action in connection therewith as the Sublessee shall
         reasonably request. In addition, the Sublessor may, within 30 days
         after the Sublessee shall make payment of all amounts required above,
         give the Sublessee written notice requesting that the Fair Market
         Value of the Item as of the date on which Stipulated Loss Value was
         computed pursuant to subclause (bb) of this clause (v) be determined;
         and if such Fair Market Value as of such date is determined to exceed
         the Stipulated Loss Value of such Item paid pursuant to this clause
         (v), the Sublessee shall immediately pay the amount of such excess to
         the Sublessor;





                                       45
<PAGE>   51


                 (vi)     the Sublessor may proceed by appropriate court action
         or otherwise to enforce the terms hereof, including payment of
         periodic Basic Rent, or to recover damages for the breach hereof;

                 (vii) the Sublessor or any other Indemnitee may enforce
payment of Supplemental Rent; or

                 (viii)  the Sublessor may exercise any other right or remedy
then available to it under applicable law.

         In addition, the Sublessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent (including all Supplemental Rent)
due hereunder before, during, and after the exercise of any of the foregoing
remedies, and for all reasonable legal fees and disbursements and other costs,
charges, and expenses actually incurred by the Sublessor or any other
Indemnitee by reason of the occurrence of any Event of Default or the exercise
of remedies with respect thereto, including any Make-Whole Premium and
including all costs and expenses incurred in connection with (1) any bankruptcy
or insolvency proceeding, (2) any retaking of any Item, (3) the return of any
Item in accordance with the terms of Section 7, or (4) placing any Item in the
condition and airworthiness required by Section 7, which amounts shall be
reimbursed on an After-Tax Basis.

          (b)    SUBLESSEE WAIVER.  To the extent now or hereafter permitted by
applicable law, the Sublessee waives for itself and for its successors and
assigns any and all rights that the Sublessee or the Sublessee's successors or
assigns may have under any bankruptcy, insolvency, or similar laws, rules, or
regulations to the continued possession or use of any Item, or with respect to
the payment of Rent therefor, or with respect to this Sublease.

          (c)    REMEDIES CUMULATIVE.  No remedy referred to herein is intended
to be exclusive, but each shall be cumulative and in addition to any other
remedy referred to in this Section 18 or otherwise available to the Sublessor
at law or in equity. No express or implied waiver by the Sublessor of any
Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Default.  The failure or delay of the Sublessor in exercising any
rights granted to it hereunder shall not constitute a waiver of any such right
upon the continuation or recurrence of the underlying event or circumstance,
and any single or partial exercise of any particular right by the Sublessor
shall not exhaust that right or constitute a waiver of any other right provided
herein.





                                       46
<PAGE>   52


          19.     [  *  ] INDEMNITY.

          (a)    INDEMNITY.  [  *  ]





 [  *  ]





          (b)    EXCLUSIONS.  [  *  ]





                                       47
<PAGE>   53


 [  *  ]





          (c)    REPORTING; DEFENSE.  If any Indemnitee obtains knowledge of
any claim or liability required to be indemnified against under this Section
19, such Indemnitee shall promptly notify the Sublessee, but the failure to do
so shall not relieve the Sublessee from any liability that it otherwise would
have to such Indemnitee under this Section 19 (except to the extent that such
Indemnitee's failure to give reasonable notice to the Sublessee increases the
amount of Liabilities otherwise indemnifiable by the Sublessee under this
Section 19).  So long as no Default exists, the Sublessee may assume control of
the defense of any Liability for which the Sublessee agrees that it would be
required to indemnify under this Section 19(c), with counsel selected by the
Sublessee and satisfactory to the pertinent Indemnitee.  However, the Sublessee
shall not be entitled to assume control of any proceeding referred to in this
Section 19(c) if the Indemnitee reasonably believes that that proceeding (i)
involves any material danger of the sale, forfeiture, or loss of, or the
creation of any Lien (other than a Permitted Lien), on, any Item, unless the
Sublessee posts a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk, or (ii) might involve the imposition of
criminal liability on an Indemnitee, or (iii) may make separate counsel
appropriate for reasons of legal ethics, conflicts, or professionalism.

          (d)    PRIMARY LIABILITY; SUBROGATION; SURVIVAL.  The Sublessee shall
be obligated under this Section 19 irrespective of whether the Indemnitee is
also indemnified against the same matter under any other Operative Document or
other document by any other Person, and the Indemnitee may proceed directly
against the Sublessee under this Section 19 without first resorting to any such
rights of indemnification except as such rights exist against ATR.  Upon the
payment in full of any indemnities due and owing under this Section 19, the
Sublessee shall be subrogated to any right of the Indemnitee in respect of the
matter against which indemnity has been given.  The Sublessee's indemnities in
this Section 19 shall survive expiration, cancellation, or termination of this
Sublease and the return of the Aircraft.

          (e)    COMPUTATIONS.  Any payment or indemnity pursuant to this
Section 19 shall be made on an After-Tax Basis.  The amount of any payment or
indemnity required under this Section 19 shall be determined by the Indemnitee
reasonably and in good faith.  Upon the Sublessee's request and at the
Sublessee's expense, the Indemnitee will provide the Sublessee reasonable
verification of the computations, provided that verification shall be at
Indemnitee's expense if such verification demonstrates that such computations
are materially incorrect.





                                       48
<PAGE>   54

          (f)    ATR OBLIGATIONS.  This Section 19 does not supersede or modify
any Liability indemnity covenant that ATR may have under the Purchase
Agreement.  In any case where ATR is or may be liable to the Sublessee under
the Purchase Agreement for any Liability for which the Sublessee is or may be
liable to an Indemnitee, the Sublessee may join ATR as a party to any
proceeding by such Indemnitee against the Sublessee; and if ATR agrees in
writing that it is so liable, the Indemnitee shall proceed against ATR.

          20.    PURCHASE OPTIONS.

          (a)    PURCHASE OPTION. Provided that this Sublease has not been
previously cancelled or terminated and that no Payment/Bankruptcy Default
exists, the Sublessee shall have the option to purchase the Aircraft (i) on the
[  *  ] anniversary of the Closing Date, for the purchase price shown on
Exhibit B to the Sublease Supplement, or (ii) at the end of the Basic Term, for
a purchase price equal to the Fair Market Value thereof as determined under the
Lease and determined as of the purchase date.  If the Sublessee elects to
exercise any such purchase option, it shall do so by providing to the Sublessor
and to the Lessor a written notice of the Sublessee's election at least 180
days before the purchase date.  That notice shall be irrevocable, and must
explicitly request that the Sublessor notify the Lessor, the Owner Participant,
and the Loan Trustee and (for a notice under clause (i)) the Quotation Agent
(Newcourt Credit Group Inc.) of the Sublessor's election to purchase the
Aircraft under Section 16 of the Lease.

          (b)    PURCHASE.  On the purchase date specified by the Sublessee
under Section 20(a), the Sublessee shall purchase the Aircraft from the Lessor
and the Lessor shall sell the Aircraft to the Sublessee, on an "as is, where
is" basis, without representation or warranty, express or implied (except as to
the absence of Lessor Liens), for immediately available funds (U.S. dollars).
Upon payment of (i) such purchase price, (ii) all Supplemental Rent then due
and owing, and (iii) all Basic Rent due to (but excluding) the purchase date,
the Lessor shall execute and deliver to the Sublessee a bill of sale, without
representations or warranties, express or implied (except as to the absence of
Lessor Liens), for the Aircraft, together with such other documents as may be
required to release the Aircraft from the terms and scope of this Sublease and
to transfer all Lessor's title thereto to the Sublessee, in such form as the
Sublessee reasonably requests, all at the Sublessee's expense.

          21.    NOTICES.

         All notices or consents under this Agreement shall be in writing
(including telecopies), shall be in English, shall be effective on delivery,
and shall be addressed as follows (or to such other address as an addressee
shall designate by notice to each other addressee):





                                       49
<PAGE>   55

                          (a)     if to the Sublessor:

                                  Antoine Finance Corporation
                                  c/o Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel Le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61

                          (b)     if to the Sublessee:

                                  Atlantic Southeast Airlines, Inc.
                                  100 Hartsfield Centre Parkway,
                                    Suite 800
                                  Atlanta, Georgia   30354-1356
                                  Attn: Ronald V. Sapp
                                            Vice President - Finance
                                  Fax: (404) 209-0162

                          (c)     if to ATR:

                                  Avions de Transport Regional
                                  1, allee Pierre Nadot
                                  31712 Blagnac Cedex, France
                                  Attn: Joel le Breton
                                            Senior Vice President -
                                            Contract and Sales Finance
                                  Fax: (33 61) 93 13 61


          22.    SUCCESSORS, ASSIGNS, AND INDEMNIFIED PARTIES.

         This Sublease shall bind, and (subject to limitations in the Operative
Documents) shall bene fit and may be enforced by, (i) the Sublessor and its
successors and assigns, and (ii) the Sublessee and its successors and assigns.
The indemnities in Section 11 and 19 shall, in accordance with their terms,
benefit the Indemnitees.

          23.    ACKNOWLEDGEMENT OF ASSIGNMENT.

         After the Lessor notifies the Sublessee that an "Event of Default"
under the Lease exists, the Lessor may require that all rentals and other sums
due hereunder shall thereafter be paid directly to





                                       50
<PAGE>   56

         the Lessor or the Loan Trustee.  If the Lease is cancelled or
         terminated pursuant to Section 15 thereof, the Lessor may, at its
         option, by written notice to the Sublessee after the date of such
         termination, require the Sublessee to enter into an agreement in form
         and substance satisfactory to the Sublessee and the Lessor attorning
         to and recognizing the Lessor as the Sublessor hereunder and
         reconfirming all of the obligations of the Sublessee hereunder.

         Unless the Sublessee shall have received any such written notice from
the Lessor requiring attornment, the Sublessee shall be and remain fully
obligated hereunder notwithstanding the continuance of any Event of Default
under the Lease or the cancellation or termination thereof.

          24.    MISCELLANEOUS.

          (a)    AMENDMENTS. The terms of this Sublease shall not be waived,
modified, amended, supplemented, or terminated in any manner whatsoever, except
by written instrument signed by the Sublessor and the Sublessee.

          (b)    SURVIVAL OF AGREEMENTS.  Except as otherwise provided herein
or therein, all agreements, indemnities, representations, and warranties in
this Sublease or any other Operative Document shall survive the execution and
delivery of this Sublease and, with respect to events occurring (or, in the
case of taxes, to periods of time occurring or beginning) during the Term, or
relating to a Default or exercise of remedies with respect thereto which
extends beyond the Term, the expiration, cancellation, or termination of this
Sublease.

          (c)    SEVERABILITY.  Any provision of this Sublease that is or
becomes prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the Sublessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.

          (d)    ENTIRE AGREEMENT.  This Sublease represents the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes any and all prior understandings. This Sublease is an agreement of
subleasing, and nothing herein shall be construed as conveying to the Sublessee
any right, title, or interest in or to the Aircraft, except as sublessee only.

          (e)    COUNTERPARTS.  This Sublease Agreement and the Sublease
Supplement may be executed in any number of counterparts and by the parties
hereto on separate counterparts.  The single executed original of this Sublease
Agreement and the Sublease Supplement marked "Original" together comprise the
only original for chattel paper purposes, and all other counterparts are
duplicates for chattel paper purposes and are marked "duplicate".  No security
interest in this Sublease may be perfected by the possession of any counterpart
other than the "Original".





                                       51
<PAGE>   57

          (f)    FURTHER ASSURANCES.  On the Closing Date, the Sublessee will
cause this Sublease (including the Sublease Supplement) to be duly filed and
recorded in accordance with the Federal Aviation Act.  In addition, the
Sublessee will, at its expense, promptly and duly execute and deliver to the
Sublessor such further documents and assurances and take such further action as
the Sublessor from time to time reasonably requests in order to carry out more
effectively the intent of the Operative Documents and to establish and protect
the rights and remedies created or intended to be created thereunder, including
the execution and delivery of supplements or amendments hereto, in recordable
form, and the recording or filing of counterparts hereof or thereof, in
accordance with the laws of such jurisdictions as the Sublessor reasonably
deems advisable, and, if requested by the Sublessor, the execution and delivery
of terminations or releases in connection with any transfer of an Item upon the
termination, expiration, or cancellation of this Sublease therefor in
accordance with the terms hereof.

          (g)    RIGHT TO PERFORM FOR SUBLESSEE.  If the Sublessee fails to
make any payment of Rent or to perform or comply with any of its other
agreements in the Operative Documents, the Sublessor or the Lessor may, after
giving reasonable advance notice to the Sublessee of the Sublessor's or the
Lessor's intent to do so, make such payment or perform or comply with such
agreement, and the amount of such payment and the amount of the expenses
incurred in connection with such payment or the performance of or compliance
with such agreement, together with interest thereon at the Late Payment Rate
from (and including) the date of making such payment or incurring such expenses
to the date of payment by the Sublessee, shall be Supplemental Rent, payable by
the Sublessee upon demand.  No such payment or performance by the Sublessor or
the Lessor shall waive any Default or relieve the Sublessee of its obligations
under the Operative Documents.

          (h)    GOVERNING LAW.  This Sublease is being delivered in Georgia,
and shall be governed by and construed in accordance with the laws of Georgia
(excluding any conflict-of-laws rule that would apply the laws of any other
jurisdiction).

          (i)    HEADINGS.  The headings in this Sublease are for convenience
of reference only, and are not a substantive part of this Sublease.

          (j)    SECTION 1110 COMPLIANCE.  Notwithstanding any provision herein
or elsewhere contained to the contrary, it is understood and agreed among the
parties hereto that the transactions contemplated by this Sublease are
expressly intended to be, shall be and should be construed so as to be,
entitled to the full benefits of Section 1110 of the U.S.  Bankruptcy Code.

          (k)    TRANSACTION EXPENSES.  Except for (1) the reasonable legal
fees and expenses of White & Case, (2) the reasonable legal fees and expenses
of Moore & Van Allen, (3) the origination fee payable to Newcourt Capital,
Inc., and (4) the fees and expenses of the independent appraiser, the Sublessee
shall pay all transaction costs in connection with the discussion, negotiation,
and documentation of the transactions contemplated by the Transaction
Documents, including the following:





                                       52
<PAGE>   58

                 (1)      the reasonable legal fees and expenses of Troutman
         Sanders, Clifford Chance, and Crowe & Dunlevy;

                 (2)      the initial and ongoing fees and expenses (including
         reasonable legal fees) of the Lessor and the Loan Trustee;

                 (3)      the fees of D'Accord Financial Services, Inc. for
                          arranging the financing; and

                 (4)      the fees and expenses, including those of The
         Corporation Trust Company, for establishing and administering the
         Sublessor.

         All of the foregoing transaction costs shall be payable by the
Sublessee whether or not the transactions contemplated by the Operative
Documents are consummated.





                                       53
<PAGE>   59

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N637AS].


                                     ANTOINE FINANCE CORPORATION,
                                       Sublessor
                                     
                                     By /s/ Kim E. Lutthans                  
                                       ---------------------------------------
                                     
                                     Title: Vice President                    
                                           -----------------------------------
                                     
                                     ATLANTIC SOUTHEAST AIRLINES, INC.,
                                       Sublessee
                                     
                                     By                                       
                                       ---------------------------------------
                                     
                                     Title:                                   
                                           -----------------------------------


[This is the Original counterpart for chattel paper purposes.]





                                       54
<PAGE>   60

         IN WITNESS WHEREOF, the Sublessor and the Sublessee have executed this
Sublease Agreement [N637AS].


                               ANTOINE FINANCE CORPORATION,
                                 Sublessor
                               
                               By                                             
                                 ---------------------------------------------
                               
                               Title:                                         
                                     -----------------------------------------
                               
                               ATLANTIC SOUTHEAST AIRLINES, INC.,
                                 Sublessee
                               
                               By /s/ Ronald V. Sapp                         
                                 ---------------------------------------------
                               
                               Title: Vice President-Finance and Treasurer   
                                     ----------------------------------------



[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]





                                       55
<PAGE>   61

                                                                   EXHIBIT A 
                                                                   to Sublease



Certain of the Sublessor's rights under Sublease Agreement [N637AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.


                         SUBLEASE SUPPLEMENT [N637AS]


         This Sublease Supplement is entered into as of June 22, 1995 to
supplement Sublease Agreement [N637AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

         The Sublease Agreement and this Sublease Supplement are being filed
for recordation with the Federal Aviation Administration under the Federal
Aviation Act as one document.

         All terms that are defined in the Sublease Agreement and not in this
Sublease Supplement have the same meanings in this Sublease Supplement as in
the Sublease Agreement.

         1.  THE AIRCRAFT.

         The Sublessee hereby certifies that the Aircraft described in the
attached Equipment Schedule has been delivered to the Sublessee and accepted
under the Sublease on the date of this Sublease Supplement.

         2.  SUBLESSEE'S REPRESENTATIONS.

         The Sublessee hereby represents and warrants that, on the date of this
Sublease Supplement: (a) the Sublessee's representations and warranties in the
Sublease are true and correct in all material respects as though made on and as
of the date of this Supplement, and (b) no Default exists.

         3.      MISCELLANEOUS.

         This Sublease Supplement may be executed in any number of counterparts
and by the parties hereto on separate counterparts.
<PAGE>   62

This Sublease Supplement is being delivered in Georgia, and shall be governed
by and construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).


         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Supplement [N637AS].

                             ATLANTIC SOUTHEAST AIRLINES, INC.,
                                              Sublessee
                             
                             
                             By
                              ------------------------------------------------

                             Title:                                           
                                   -------------------------------------------
                             
                             
                             ANTOINE FINANCE CORPORATION,
                                              Sublessor
                             
                             
                             By
                              ------------------------------------------------
                             
                             Title:                                           
                                   -------------------------------------------



[This is the "Original" counterpart for chattel paper purposes.]

                                      [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   63

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N637AS and manufacturer's
serial no. 383, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127032 and 127040, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930715 and 930716, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   64

[N637AS]
                                                                    EXHIBIT B
                                                       to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   65

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


         The Stipulated Loss Value for the Aircraft shall be the percentage of
its Aircraft Cost set forth opposite the applicable Basic Rent Date:


          Basic Rent Date                  Stipulated Loss Value*
          ---------------                  ----------------------

                              [See attached table]





------------------------

         * The Stipulated Loss Values shall be adjusted in accordance with
Section 3(d) of the Sublease Agreement.  In addition to the figures shown on
the foregoing table, the Stipulated Loss Values shall include an amount equal
to any Make-Whole Premium payable on the Loan Certificates.  During any Renewal
Term, the Stipulated Loss Values shall be determined pursuant to Section 3(h)
of the Sublease Agreement.
<PAGE>   66

N637AS
                                                                    EXHIBIT C
                                                       to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                      C-1
<PAGE>   67

N637AS
                                                                     EXHIBIT C
                                                        to Sublease Supplement
       
                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                      C-2
<PAGE>   68

N637AS
                                                                      EXHIBIT C
                                                         to Sublease Supplement
    
                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005





                                      C-3
<PAGE>   69

N637AS
                                                                    EXHIBIT C
                                                       to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009





                                      C-4
<PAGE>   70

N637AS
                                                                     EXHIBIT C
                                                        to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

                Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010

*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.





                                      C-5
<PAGE>   71

                                   SCHEDULE I


Payment Instructions:


               LESSOR:


                             Wire transfer of immediately available funds to
                             First Security Bank of Utah, N.A., 79 South Main
                             Street, Salt Lake City, Utah 84111, Attn: Corporate
                             Trust Department, ABA #124-0000-12, account no.
                             051-0922115.  Re: ATR-ASA (1995).


               OWNER PARTICIPANT:

                             Wire transfer of immediately available funds to
                             First Union National Bank of North Carolina, 301 S.
                             College Street, 20th Floor, One First Union Center,
                             Charlotte, NC 28202-0738, Attn: Pat Parr, ABA #
                             053000219, account no. 20 704 825 41513, Re: ATR
                             N637AS.


               LOAN TRUSTEE:

                             Wire transfer of immediately available funds to
                             Shawmut Bank Connecticut, National Association, 777
                             Main Street, Hartford, CT 06115, Attn: Corporate
                             Trust Administration, ABA #______________, account
                             no. ___________, Re: ATR N637AS.





                                      66
<PAGE>   72


             LOAN PARTICIPANT:

                             Wire transfer of immediately available funds to
                             __________________________________________________
                             __________________________________________________
                             __________________________________________________
                             ___________________________.


             SUBLESSOR:

                             Wire transfer of immediately available funds to
                             BankAmerica International, New York, for the
                             account of Bank of America NT&SA, London, account
                             no. 37-60564, in favor of Bank of America
                             International Limited, account no. 10985218, Re:
                             ATR-ASA.





                                      67
<PAGE>   73

Certain of the Sublessor's rights under Sublease Agreement [N637AS] (the
"Sublease Agreement"), dated as of June 22, 1995, and under this Sublease
Supplement have been assigned to, and are subject to a security interest in
favor of, Shawmut Bank Connecticut, National Association, as Loan Trustee under
a Loan and Security Agreement.  This Sublease Supplement has been executed in
counterparts; see Section 24(e) of the Sublease Agreement for information
concerning the rights of holders of the various counterparts.

                          SUBLEASE SUPPLEMENT [N637AS]

                 This Sublease Supplement is entered into as of June 22, 1995
to supplement Sublease Agreement [N637AS], dated as of June 22, 1995, between
Atlantic Southeast Airlines, Inc. (the "Sublessee"), and Antoine Finance
Corporation (the "Sublessor").

                 The Sublease Agreement and this Sublease Supplement are being
filed for recordation with the Federal Aviation Administration under the
Federal Aviation Act as one document.

                 All terms that are defined in the Sublease Agreement and not
in this Sublease Supplement have the same meanings in this Sublease Supplement
as in the Sublease Agreement.

                 1.  THE AIRCRAFT.

                 The Sublessee hereby certifies that the Aircraft described in
the attached Equipment Schedule has been delivered to the Sublessee and
accepted under the Sublease on the date of this Sublease Supplement.

                 2.  SUBLESSEE'S REPRESENTATIONS.

                 The Sublessee hereby represents and warrants that, on the date
of this Sublease Supplement: (a) the Sublessee's representations and warranties
in the Sublease are true and correct in all material respects as though made on
and as of the date of this Supplement, and (b) no Default exists.

                 3.           MISCELLANEOUS.

                 This Sublease Supplement may be executed in any number of
counterparts and by the parties hereto on separate counterparts.  This Sublease
Supplement is being delivered in Georgia, and shall be governed by and
construed in accordance with the laws of Georgia (excluding any
conflicts-of-laws rule that would apply the laws of any other jurisdiction).
<PAGE>   74


                 IN WITNESS WHEREOF, the Sublessee and the Sublessor have
executed this Sublease Supplement [N637AS].

                              ATLANTIC SOUTHEAST AIRLINES, INC.,
                                      Sublessee
                              
                              By  /s/ Ronald V. Sapp                        
                                  -------------------------------------------
                                                                         
                              Title: Vice President-Finance and Treasurer  
                                    ---------------------------------------
                              
                              
                              
                              ANTOINE FINANCE CORPORATION,
                                      Sublessor
                              
                              By /s/ Kim E. Lutthans                       
                                 -------------------------------------------
                                                                         
                              Title: Vice President                             
                                    ---------------------------------------





[This is the "Original" counterpart for chattel paper purposes.]

                                                           [or]

[This is a duplicate executed counterpart, and not the original counterpart,
for chattel paper purposes.]
<PAGE>   75

                                                                       EXHIBIT A
                                                          to Sublease Supplement



                               Equipment Schedule



The Aircraft is an Aerospatiale/Aeritalia model ATR-72-212 aircraft consisting
of (a) an airframe bearing FAA registration no. N637AS and manufacturer's
serial no. 383, (b) two Pratt & Whitney model PW127 engines (each of which has
750 or more rated takeoff horsepower or its equivalent) bearing manufacturer's
serial nos. 127032 and 127040, (c) two Hamilton Standard model 247F-1
propellers (each of which is capable of absorbing 750 or more rated takeoff
shaft horsepower) bearing manufacturer's serial nos. 930715 and 930716, and (d)
all appliances, parts, instruments, appurtenances, accessories, furnishings,
and other equipment or property incorporated in such airframe, engines, and
propellers.
<PAGE>   76

[N637AS]
                                                                     EXHIBIT B
                                                        to Sublease Supplement



                                Financial Terms



 [  *  ]



                              Pricing Assumptions

 [  *  ]
<PAGE>   77

                                                                       EXHIBIT C
                                                          to Sublease Supplement


                             STIPULATED LOSS VALUE


                 The Stipulated Loss Value for the Aircraft shall be the
percentage of its Aircraft Cost set forth opposite the applicable Basic Rent
Date:

             Basic Rent Date                    Stipulated Loss Value*
             ---------------                    ----------------------

                                                 [See attached table]






-------------------

                 * The Stipulated Loss Values shall be adjusted in accordance
with Section 3(d) of the Sublease Agreement.  In addition to the figures shown
on the foregoing table, the Stipulated Loss Values shall include an amount
equal to any Make-Whole Premium payable on the Loan Certificates.  During any
Renewal Term, the Stipulated Loss Values shall be determined pursuant to
Section 3(h) of the Sublease Agreement.
<PAGE>   78

N637AS
                                                                    EXHIBIT C
                                                       to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


                Basic Rent Date         Stipulated Loss Value [*ENTIRE COLUMN]

                 Jun 22 1995
                 Jul 22 1995
                 Aug 22 1995
                 Sep 22 1995
                 Oct 22 1995
                 Nov 22 1995
                 Dec 22 1995
                 Jan 22 1996
                 Feb 22 1996
                 Mar 22 1996
                 Apr 22 1996
                 May 22 1996
                 Jun 22 1996
                 Jul 22 1996
                 Aug 22 1996
                 Sep 22 1996
                 Oct 22 1996
                 Nov 22 1996
                 Dec 22 1996
                 Jan 22 1997
                 Feb 22 1997
                 Mar 22 1997
                 Apr 22 1997
                 May 22 1997
                 Jun 22 1997
                 Jul 22 1997
                 Aug 22 1997
                 Sep 22 1997
                 Oct 22 1997
                 Nov 22 1997
                 Dec 22 1997
                 Jan 22 1998
                 Feb 22 1998
                 Mar 22 1998
                 Apr 22 1998
                 May 22 1998
                 Jun 22 1998
                 Jul 22 1998
                 Aug 22 1998
                 Sep 22 1998
                 Oct 22 1998
                 Nov 22 1998





                                      C-1
<PAGE>   79

N637AS
                                                                     EXHIBIT C
                                                        to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 1998
                 Jan 22 1999
                 Feb 22 1999
                 Mar 22 1999
                 Apr 22 1999
                 May 22 1999
                 Jun 22 1999
                 Jul 22 1999
                 Aug 22 1999
                 Sep 22 1999
                 Oct 22 1999
                 Nov 22 1999
                 Dec 22 1999
                 Jan 22 2000
                 Feb 22 2000
                 Mar 22 2000
                 Apr 22 2000
                 May 22 2000
                 Jun 22 2000
                 Jul 22 2000
                 Aug 22 2000
                 Sep 22 2000
                 Oct 22 2000
                 Nov 22 2000
                 Dec 22 2000
                 Jan 22 2001
                 Feb 22 2001
                 Mar 22 2001
                 Apr 22 2001
                 May 22 2001
                 Jun 22 2001
                 Jul 22 2001
                 Aug 22 2001
                 Sep 22 2001
                 Oct 22 2001
                 Nov 22 2001
                 Dec 22 2001
                 Jan 22 2002
                 Feb 22 2002
                 Mar 22 2002
                 Apr 22 2002
                 May 22 2002





                                      C-2
<PAGE>   80

N637AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date           Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2002
                 Jul 22 2002
                 Aug 22 2002
                 Sep 22 2002
                 Oct 22 2002
                 Nov 22 2002
                 Dec 22 2002
                 Jan 22 2003
                 Feb 22 2003
                 Mar 22 2003
                 Apr 22 2003
                 May 22 2003
                 Jun 22 2003
                 Jul 22 2003
                 Aug 22 2003
                 Sep 22 2003
                 Oct 22 2003
                 Nov 22 2003
                 Dec 22 2003
                 Jan 22 2004
                 Feb 22 2004
                 Mar 22 2004
                 Apr 22 2004
                 May 22 2004
                 Jun 22 2004
                 Jul 22 2004
                 Aug 22 2004
                 Sep 22 2004
                 Oct 22 2004
                 Nov 22 2004
                 Dec 22 2004
                 Jan 22 2005
                 Feb 22 2005
                 Mar 22 2005
                 Apr 22 2005
                 May 22 2005
                 Jun 22 2005
                 Jul 22 2005
                 Aug 22 2005
                 Sep 22 2005
                 Oct 22 2005
                 Nov 22 2005




                                      C-3
<PAGE>   81

N637AS
                                                               EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:

               Basic Rent Date            Stipulated Loss Value [*ENTIRE COLUMN]
                 Dec 22 2005
                 Jan 22 2006
                 Feb 22 2006
                 Mar 22 2006
                 Apr 22 2006
                 May 22 2006
                 Jun 22 2006
                 Jul 22 2006
                 Aug 22 2006
                 Sep 22 2006
                 Oct 22 2006
                 Nov 22 2006
                 Dec 22 2006
                 Jan 22 2007
                 Feb 22 2007
                 Mar 22 2007
                 Apr 22 2007
                 May 22 2007
                 Jun 22 2007
                 Jul 22 2007
                 Aug 22 2007
                 Sep 22 2007
                 Oct 22 2007
                 Nov 22 2007
                 Dec 22 2007
                 Jan 22 2008
                 Feb 22 2008
                 Mar 22 2008
                 Apr 22 2008
                 May 22 2008
                 Jun 22 2008
                 Jul 22 2008
                 Aug 22 2008
                 Sep 22 2008
                 Oct 22 2008
                 Nov 22 2008
                 Dec 22 2008
                 Jan 22 2009
                 Feb 22 2009
                 Mar 22 2009
                 Apr 22 2009
                 May 22 2009




                                      C-4
<PAGE>   82

N637AS
                                                  EXHIBIT C
                                                  to Sublease Supplement

                             STIPULATED LOSS VALUE

The Stipulated Loss Value for the Aircraft shall be the value set forth
opposite the applicable Basic Rent Date:


               Basic Rent Date     Stipulated Loss Value [*ENTIRE COLUMN]
                 Jun 22 2009
                 Jul 22 2009
                 Aug 22 2009
                 Sep 22 2009
                 Oct 22 2009
                 Nov 22 2009
                 Dec 22 2009
                 Jan 22 2010
                 Feb 22 2010
                 Mar 22 2010
                 Apr 22 2010
                 May 22 2010
                 Jun 22 2010


*The Stipulated Loss Values shall be adjusted in accordance with Sec. 3(d) of
the Sublease Agreement.  In addition to the figures shown on the foregoing
table, the Stipulated Loss Values shall include an amount equal to any
Make-Whole Premium payable on the Loan Certificates.  During any Renewal Term,
the Stipulated Loss Values shall be determined pursuant to Sec. 3(h) of the
Sublease Agreement.




                                      C-5
<PAGE>   83


================================================================================




                   SUBLEASE TAX INDEMNITY AGREEMENT [N637AS]


                           dated as of June 22, 1995


                                    between




                       ATLANTIC SOUTHEAST AIRLINES, INC.,
                                   Sublessee




                                      and




                          ANTOINE FINANCE CORPORATION,
                                   Sublessor


                           _________________________


                            One ATR-72-212 Aircraft





================================================================================


<PAGE>   84

                               TABLE OF CONTENTS

                                                                    Page
                                                                    ----

           [  *  ]








<PAGE>   85


         This Sublease Tax Indemnity Agreement [N637AS] (this "Agreement")
dated as of June 22, 1995, is between Antoine Finance Corporation (the
"Sublessor"), a Delaware corporation, and Atlantic Southeast Airlines, Inc.
(the "Sublessee"), a Delaware corporation.

         The Sublessor and the Sublessee are entering into Sublease Agreement
[N637AS] (the "Sublease"), dated as of the date of this Agreement, under which
the Sublessor is to lease one ATR-72-212 Aircraft to the Sublessee.

         The Sublessor and the Sublessee agree as follows:

         [  *  ]





<PAGE>   86

         IN WITNESS WHEREOF, the Sublessee and the Sublessor have executed this
Sublease Tax Indemnity Agreement [N637AS].


                               ATLANTIC SOUTHEAST AIRLINES, INC.,
                                 (Sublessee)
                               
                               By /s/ Ronald V. Sapp      
                                 --------------------------------------------
                               
                               Title: Vice President-Finance and Treasurer   
                                     ----------------------------------------
                               
                               
                               
                               ANTOINE FINANCE CORPORATION
                                 (Sublessor)
                               
                               By /s/ Kim E. Lutthans                        
                                 ---------------------------------------------
                               
                               Title: Vice President                          
                                     -----------------------------------------
                                       




<PAGE>   87



                    NONDISTURBANCE AND RECOGNITION AGREEMENT


        THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (hereinafter referred to
as this "Agreement") is made and entered into this 22nd day of June, 1995, by
and among AVIONS DE TRANSPORT REGIONAL, a "Groupement d'Interet Economique"
formed under the laws of France ("ATR"), FIRST SECURITY BANK OF UTAH, N.A.,
individually and as Lessor under the Lease ("Lessor"), FIRST UNION COMMERCIAL
CORPORATION, as Owner Participant (the "Owner Participant"), SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION, individually and as Loan Trustee under the
Mortgage ("Trustee"), and NEWCOURT CREDIT GROUP, INC., as Loan Participant (the
"Loan Participant"), for the benefit of ATLANTIC SOUTHEAST AIRLINES, INC., a
Georgia corporation (the "Sublessee").  ATR, the Lessor, the Owner Participant,
the Trustee, and the Loan Participant are hereinafter collectively referred to
as the "Lending Group Parties."

                              BACKGROUND STATEMENT

        Antoine Finance Corporation (the "Sublessor") and the Sublessee are
parties to that certain Sublease Agreement [N637AS] dated as of June 22, 1995,
relating to one (1) ATR-72-212 Aircraft.  All capitalized terms set forth in
this Agreement (including the above identification of parties paragraph) shall
have the same meanings as are ascribed to them in the Sublease unless otherwise
herein defined.  Pursuant to agreements among the Lending Group Parties (the
"Other Financing Documents"), the Lending Group Parties have consummated a
transaction in which the Aircraft has been purchased, leased and financed.  As
a condition to the Sublessee entering into the Sublease and agreeing to be
bound by all the terms, covenants, conditions and obligations set forth therein
(which terms, covenants, conditions and obligations are independent, separate
and distinct from the terms, covenants, conditions and obligations set forth in
the Other Financing Documents, including without limitation the Lease, unless
otherwise clearly set forth in the Sublease), the Lending Group Parties have
agreed to enter into this Agreement for the purposes hereinafter provided.

                                   AGREEMENT

        FOR AND IN CONSIDERATION of the foregoing recitals, the obligations of
the Sublessee set forth in the Sublease, and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged by the Lending Group Parties, the Lending Group Parties hereby
covenant and agree as follows:

        1.     Recognition and Consent to the Sublease.  Each of the Lending
Group Parties hereby recognize all of the terms, covenants, and conditions set
forth in the Sublease, including all the rights and privileges granted to the
Sublessee thereunder (including, without limitation, the purchase option set
forth in Section 20 of the Sublease), and consent to the execution and delivery
of the Sublease by the Sublessor and the Sublessee.





<PAGE>   88

        2.     Nondisturbance. So long as no Default or Event of Default exists
under the Sublease on the part of the Sublessee which remains uncured after any
applicable notice and cure period and so long as the amount of rent payable
under the Sublease corresponds to or is greater than the Rent Schedule attached
as Exhibit A hereto [note such schedule must contemplate a possible rent
adjustment after the [  *  ]  year], the Sublease shall not be terminated
(except as provided therein), nor shall any Lending Group Party interfer with
the Sublessee's use, possession or quiet enjoyment of the Aircraft, nor shall
the leasehold interest granted by the Sublease in the Aircraft be affected by
any exercise of any remedy contained in the Mortgage or the Lease, or in any
Other Financing Document.  The Lending Group Party acquiring the interest of
the Sublessor under the Sublease as a result of the exercise of any remedy
contained in the Mortgage or the Lease, and the successors and assigns thereof,
shall not be (a) liable for any act or omission of the Sublessor under the
Sublease unless such act or omission was performed (i) with the written consent
of such Lending Group Party or (ii) after such Lending Group Party acquired the
interest of the Sublessor under the Sublease; or (b) subject to any offsets or
defenses which the Sublessee might have against the Sublessor under the
Sublease, unless such offset or defense is also applicable to such Lending
Group Party; or (c) bound by any amendment or modification of the Sublease made
without such Lending Group Party's prior written consent; or (d) bound by any
consent by the Sublessor under the Sublease to any assignment of the
Sublessee's interest in the Sublease made without also obtaining such Lending
Group Party's prior written consent.

        3.     Sublessee's Obligations.  The Lending Group Parties hereby
acknowledge and agree that the Sublessee has no obligations to any of the
Lending Group Parties except as set forth in the Sublease.  In this regard, by
their execution of this Agreement as indicated below, each of the Lending Group
Parties acknowledges and agrees that the obligations of the Sublessee under the
Sublease are independent, separate and distinct obligations from those of the
Sublessor under the Lease and, in some respects, the obligations of the
Sublessor as the Lessee under the Lease are significantly different than the
obligations of the Sublessee under the Sublease.  The Lending Group Parties
further acknowledge and agree that the Sublessee shall have no obligations
except for its obligations under the Operative Documents.

        4.     Lending Group Parties' Obligations.  The Sublessee hereby
acknowledges and agrees that in no event, whether arising from the acquisition
of the interest of the Sublessor under the Sublease as a result of the exercise
of any remedy contained in the Mortgage or the Lease or otherwise, shall any
Lending Group Party have any greater obligation to the Sublessee than such
Lending Group Party has to the Sublessor (as lessee) under the Lease.

        5.     Notices.  Any notices required or desired to be given under this
Agreement shall be in writing (including telecopies), shall be in English,
shall be effective on delivery, and shall be addressed to the applicable party
at their address set forth on Exhibit B attached hereto or any other address
established by giving written notice to the parties to this Agreement.

        6.     Title of Paragraphs.  The titles of the paragraphs of this
Agreement are for convenience and reference only, and the words contained
therein shall in no way be held to explain, modify, amplify, or aid in the
interpretation, construction or meaning of the provisions of this Agreement.




                                       2
<PAGE>   89

        7.     Governing Law.  This Agreement is being delivered in New York,
and shall be governed by and construed in accordance with the laws of New York,
excluding any conflict of laws rule that would apply the laws of any other
jurisdiction.

        8.     Successors and Assigns.  The terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
the Lending Group Parties and the Sublessee, and such successor and assigns
shall be deemed a party to this Agreement upon obtaining any interest in the
aircraft, the Lease, the Sublease, or in the Loan.  The appropriate Lending
Group Party agrees to notify Sublessee of any transfer or assignment of all or
a portion of such Lending Group Party's interest in the Lease or the Loan.


        IN WITNESS WHEREOF, the Lending Group Parties have executed this
Agreement under seal, as of the day, month and year first above written.



                                   AVIONS DE TRANSPORT REGIONAL,
                                   a Groupement d'Interet Economique
                                   
                                   
                                   By: Joel Le Breton                       
                                      --------------------------------------
                                   Title: Attorney-in-Fact                
                                         -----------------------------------
                                   
                                   
                                   FIRST SECURITY BANK OF UTAH, N.A.
                                   
                                   
                                   By: /s/ Nancy M. Dahl                     
                                      --------------------------------------
                                   Title: Assistant Vice President         
                                         -----------------------------------
                                   
                                   
                                   FIRST UNION COMMERCIAL CORPORATION
                                   
                                   
                                   By: /s/ Michael L. Taylor               
                                      --------------------------------------
                                   Title: Vice President                        
                                         -----------------------------------
                                   



                                       3
<PAGE>   90



                                   SHAWMUT BANK CONNECTICUT,
                                   NATIONAL ASSOCIATION
                                   
                                   
                                   By: /s/ Steven Cimalore                
                                      ------------------------------------
                                   Title: Vice President                     
                                         ------------------------------------
                                   
                                   
                                   NEWCOURT CREDIT GROUP, INC.
                                   
                                   
                                   By: /s/ Frank J. Raponi              
                                      -----------------------------------
                                   Title: Vice President                    
                                         -----------------------------------
                                   



                                       4

<PAGE>   1


                    EXHIBIT 11 - STATEMENT RE: COMPUTATION OF
                               PER SHARE EARNINGS

<TABLE>
<CAPTION>
                                                         For The Three Months Ended   For The Six Months Ended
                                                                   June 30,                    June 30,
                                                         --------------------------   ------------------------
                                                              1995          1994          1995          1994
     <S>                                                  <C>           <C>           <C>           <C>
     Net Income                                           $14,966,949   $16,580,382   $24,526,711   $28,930,713

     Net Income per Share                                 $      0.45   $      0.48   $      0.74   $      0.84

     Weighted Number of Common Shares Outstanding          33,112,996    34,383,247    33,097,556    34,408,578
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          35,678
<SECURITIES>                                   152,791
<RECEIVABLES>                                   11,284
<ALLOWANCES>                                     (213)
<INVENTORY>                                      6,960
<CURRENT-ASSETS>                               209,596
<PP&E>                                         487,470
<DEPRECIATION>                                 179,047
<TOTAL-ASSETS>                                 525,669
<CURRENT-LIABILITIES>                           58,283
<BONDS>                                        135,952
<COMMON>                                         3,302<F1>
                                0
                                          0
<OTHER-SE>                                     260,112<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   525,669
<SALES>                                              0
<TOTAL-REVENUES>                               161,940
<CGS>                                                0
<TOTAL-COSTS>                                  124,271
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   (40)
<INTEREST-EXPENSE>                               4,054
<INCOME-PRETAX>                                 39,266
<INCOME-TAX>                                    14,739
<INCOME-CONTINUING>                             24,527
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    24,527
<EPS-PRIMARY>                                      .74
<EPS-DILUTED>                                      .74
<FN>
<F1>REDUCED BY APPROXIMATELY $133,790 ALLOCABLE TO 1,337,900 SHARES OF TREASURY
STOCK.
<F2>REDUCED BY APPROXIMATELY $23,228,000 ALLOCABLE TO 1,337,900 SHARES OF TREASURY
STOCK.
</FN>
        

</TABLE>


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