WORLDWIDE FLIGHT SERVICES INC
SUBORDINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d96807ex10-3.txt
<DESCRIPTION>SUBORDINATION AGREEMENT
<TEXT>
<PAGE>



                                                                    EXHIBIT 10.3






                             SUBORDINATION AGREEMENT

         THIS SUBORDINATION AGREEMENT (this "AGREEMENT"), executed this 3rd day
of May, 2002, but effective as of April 11, 2002 is made by VINCI AIRPORT US
INC. ("SUBORDINATED CREDITOR") and WORLDWIDE FLIGHT SERVICES, INC. ("DEBTOR") in
favor of JPMorgan Chase Bank, together with its successors and assigns
("LENDER").

                                   WITNESSETH:

         WHEREAS, Lender may make a loan or loans (collectively and
individually, the "LOAN") to Debtor of up to FIFTEEN MILLION AND NO/100THS
DOLLARS ($15,000,000.00) and may make additional extensions of credit or other
financial accommodation to or on behalf of Debtor; and

         WHEREAS, the Loan will be evidenced by that certain Revolving
Promissory Note for Discretionary Loans dated April 11, 2002 (together with each
renewal, extension, modification, rearrangement thereof and replacement and
substitution therefor, the "NOTE"); and

         WHEREAS, Debtor is indebted to Subordinated Creditor and/or may from
time to time become indebted to Subordinated Creditor for other or further
indebtedness, liabilities or obligations. Those certain loans from Subordinated
Creditor to Debtor, evidenced by an entry in the financial records of Debtor in
the original principal amount of SEVENTY FIVE MILLION AND NO/100 Dollars
($75,000,000.00) ("SUBORDINATED ACCOUNT"), as same may be renewed, consolidated,
amended, extended, or otherwise modified plus interest and premiums, if any,
thereon and other amounts payable in respect to such Subordinated Account so
long as the aggregate amount of such Subordinated Account does not exceed
$75,000,000.00 hereinafter is referred to as the "SUBORDINATED DEBT" of
Subordinated Creditor; and

         WHEREAS, it is a condition precedent to the making of any Loan to or
for the benefit of Debtor by Lender and the making by Lender of any further
financial accommodations to or for the benefit of Debtor that Subordinated
Creditor and Debtor shall have executed and delivered this Agreement to Lender;

         NOW, THEREFORE, in consideration of the premises and in order to induce
Lender to make the Loan, to provide banking services and any other financial
accommodation to Debtor, Lender, Subordinated Creditor and Debtor agree as
follows:

SECTION 1. Agreement to Subordinate. Subordinated Creditor and Debtor agree that
the payment of the principal of, and interest on, and all other amounts owing in
respect of the Subordinated Debt is and shall be expressly subordinated to the
prior payment in full of (i) all indebtedness, liabilities and obligations of
Debtor under the Note, the "Loan Documents" as defined in the Note, and any
other document or instrument evidencing, securing, guaranteeing or in any way
pertaining to the Loan (the Note, all Loan Documents as defined in the Note, and
all other documents evidencing, securing, guaranteeing, or pertaining to the
Loan and all other indebtedness, liabilities and obligations of Debtor to Lender
described in the following subclause (ii), collectively, the "LOAN DOCUMENTS");
and (ii) any and all other debts, obligations and liabilities of every kind and
character, whether joint or several, contingent or otherwise, of Debtor now or
hereafter existing in favor of Lender, including without limitation, all
liabilities arising under or from any note, open account, overdraft, letter of
credit application, endorsement, surety agreement, guaranty, interest rate swap
or other derivative product, acceptance, foreign exchange contract, or
depository service contract, whether payable to Lender or to a third party and
subsequently acquired by Lender howsoever evidenced, whether now or hereafter
existing, whether for principal, interest (including without limitation,
interest accruing after the commencement of any Proceeding) (as defined in
Section 3), or whether fees, expenses or otherwise (all such indebtedness,
liabilities and obligations described in subclauses (i) and (ii) above being the
"SENIOR INDEBTEDNESS").

SECTION 2. (a) No Payment on Subordinated Debt. No payment shall be made by
Debtor, directly or indirectly, in respect of the principal of, or interest or
premium on, or otherwise owing in respect of, the Subordinated Debt, and
Subordinated Creditor shall not ask, demand, sue for, take any action to
enforce, take or receive, directly or indirectly, in cash or other property, by
sale, set-off or in any other manner whatsoever any amounts owing in respect of
the Subordinated Debt, unless and until all Senior Indebtedness has been paid in
full and no agreement is in existence whereby Lender may make advances to Debtor
or create Senior Indebtedness and until this Agreement is terminated by Lender
by notice to Debtor ("LENDER TERMINATION NOTICE"); and in the event that,
notwithstanding the provisions of this Section 2(a), Debtor shall make any
payment on account of the principal of, or interest on, or amounts otherwise
owing in respect of, the Subordinated Debt while any Senior Indebtedness has not
been paid in full or while an agreement is in existence whereby Lender may make
advances to Debtor or create any Senior Indebtedness or prior to receipt of a
Lender Termination Notice, such payment shall be segregated from other funds and
property of Subordinated Creditor and held by Subordinated Creditor, in trust
for the benefit of, and shall be immediately paid over and delivered to, Lender
or the holder of Senior Indebtedness (with any necessary endorsement) for
application pro rata to the payment of all Senior Indebtedness remaining unpaid
to the extent necessary to pay all Senior Indebtedness or held as collateral in
the case of non-cash property for the payment of the Senior Indebtedness and
Subordinated Creditor acknowledges that Subordinated Creditor holds such funds
and property for the benefit of Lender and acknowledges Lender's interest in and
Lien (as defined in Section 4 hereof) on the funds and property and assigns and
grants to Lender a Lien on such funds and property to secure the Senior
Indebtedness and the payment and performance of the obligations of Subordinated
Creditor to Lender under this Agreement. (b) Interest and Principal Payments on
Subordinated Debt Prior to Default. Notwithstanding anything to the contrary
contained in Section 2(a), so long as there shall exist no Event of Default, as
defined in any of the Loan Documents, or any other default, event of default, or
event which with the passage of time, the giving of notice or both may result in
an Event of Default, default or event of default under the Senior Indebtedness
(a "DEFAULT"), Debtor may make, and Subordinated Creditor may receive and retain
for its own account, regularly scheduled accrued interest and principal payments
as and when such interest payments and principal payments are due on the
Subordinated Account, and each of Debtor and Subordinated Creditor shall
maintain records with respect to any interest payments and principal payments.
Upon the occurrence and during the continuance of any Default, Debtor shall have
no right to make, and Subordinated Creditor shall cease to have the right to
receive and retain, any interest payments or principal payments and any payments
received by Subordinated Creditor shall be held in trust for the benefit of
Lender in accordance with this Agreement.

SECTION 3. In Furtherance of Subordination. (a) Upon any distribution of all or
any of the assets of Debtor (whether in connection with the dissolution, winding
up, liquidation, rearrangement, reorganization, adjustment, protection, relief
or composition of Debtor or its debts or whether in any bankruptcy, insolvency,
rearrangement, reorganization, receivership, relief or similar proceedings or
whether upon an assignment for the benefit of creditors or otherwise) (any
"PROCEEDING") these provisions shall apply: (i) Lender or the holder of all
Senior Indebtedness shall first be entitled to receive payment in full of the
principal thereof, premium, if any, and interest (including post-petition
interest) due on the Senior Indebtedness before Subordinated Creditor or the
holder of the Subordinated Debt is entitled to receive any payment on account of
the principal of or interest on or any other amount owing in respect of the
Subordinated Debt; (ii) any payment,


                                Page 1 of 5 pages
<PAGE>

dividend or distribution of assets of Debtor of any kind or character, whether
in cash, property or securities to which Subordinated Creditor or the holder of
the Subordinated Debt would be entitled except for the provisions of this
Agreement, shall be paid by the liquidating trustee or agent or other person
making such payment or distribution, whether a trustee in bankruptcy, a receiver
or liquidating trustee or other trustee or agent, directly to Lender or the
holder of Senior Indebtedness, to the extent necessary to make payment in full
of all Senior Indebtedness remaining unpaid; (iii) in any Proceeding, Lender or
the holder of the Senior Indebtedness is irrevocably authorized and empowered
(in the name of Subordinated Creditor or otherwise), but shall have no
obligation, to demand, sue for, collect and receive every payment or
distribution referred to in clauses (i) and (ii) of subsection (a) above and
give acquitance therefor and to file claims and proofs of claim and take other
action (including, without limitation, voting the Subordinated Debt or enforcing
any Subordinate Lien) (as hereinafter defined) as it may deem necessary or
advisable for the exercise or enforcement of any of the rights or interests of
Lender or the holder of Senior Indebtedness under this Agreement; (iv) in any
Proceeding, Subordinated Creditor shall promptly take any action as Lender may
expressly request: (A) to collect the Subordinated Debt for the account of
Lender or the holder of Senior Indebtedness and to file appropriate claims or
proofs of claim in respect of the Subordinated Debt; (B) to execute or
authenticate and deliver to Lender powers of attorney, assignments, instruments,
or other documentation as it may request in order to enable it to enforce any
and all claims with respect to the Subordinated Debt, and any Subordinate Liens;
and (C) to collect and receive any and all payments or distributions which may
be payable or deliverable upon or with respect to the Subordinated Debt; and (v)
in any Proceeding, Subordinated Creditor shall not have any right to setoff
against the Subordinated Debt any indebtedness owed by Subordinated Creditor to
Debtor (including, without limitation, any right of setoff under Section 553 of
the Bankruptcy Code), and Subordinated Creditor hereby irrevocably agrees, to
the fullest extent permitted by law, that it waives and will not exercise any
right of setoff. If the foregoing waivers are adjudicated unenforceable by a
court of competent jurisdiction, then Subordinated Creditor agrees that, in the
event that it exercises any right of setoff in any Proceeding or at any other
time, Subordinated Creditor will pay directly to Lender or the holder of the
Senior Indebtedness remaining unpaid or unprovided for, an amount equal to the
amount of Subordinated Debt which was so set off, for application to the Senior
Indebtedness until all such Senior Indebtedness shall have been paid in full.
(b) In the event that, notwithstanding the foregoing provisions of this Section
3, any payment or distribution of assets of Debtor of any kind or character,
whether in cash, property or securities, shall be received by Subordinated
Creditor on account of principal or interest on Subordinated Debt before all
Senior Indebtedness is paid in full, or effective provision shall have been made
for its payment, such payment or distribution shall be received and held in
trust for and shall be paid over to Lender or the holder of the Senior
Indebtedness remaining unpaid or unprovided for, for application to the payment
of the Senior Indebtedness until all Senior Indebtedness shall have been paid in
full.

SECTION 4. Subordination of all Liens. "LIEN" means any mortgage, pledge,
charge, encumbrance, security interest, assignment or other lien or restriction
of any kind, whether based on common law, constitutional provision, statute or
contract. Subordinated Creditor agrees that it will not hold, and Debtor agrees
not to grant, any Lien in any real or personal property as security for the
Subordinated Debt unless Lender has given its prior written consent. In the
event Subordinated Creditor shall acquire any Lien for the Subordinated Debt,
regardless of whether the Lien is permitted or prohibited by this Agreement or
the Loan Documents, Subordinated Creditor will hold the Lien for the benefit of
Lender and shall enforce the Lien in accordance with the written instructions of
Lender. Any cash or other property received on account of any Lien securing the
Subordinated Debt shall be delivered to Lender and, in the case of cash, applied
to, or, in the case of other property, held as collateral for, the Senior
Indebtedness. "SUBORDINATE LIEN" means any Lien securing any Subordinated Debt.
Subordinated Creditor agrees that each Subordinate Lien shall be second, junior
and subordinate to the Liens securing the Senior Indebtedness and the Liens
securing the Senior Indebtedness shall be first and prior to each Subordinate
Lien. It is further agreed that the priorities specified in the preceding
sentence are applicable irrespective of the time or order of attachment or
perfection of Liens, the time or order of filing of Liens, the time or order of
filing of financing statements, the time or order of obtaining control or
possession, the giving or failure to give notice of the acquisition or expected
acquisition of any purchase money Liens, the failure to perfect the Liens
securing the Senior Indebtedness or the failure of the holder of the Senior
Indebtedness to obtain control or possession of any collateral. Subordinated
Creditor hereby agrees and confirms that (i) Subordinated Creditor shall have no
independent right of foreclosure not fully subordinated pursuant to this
Agreement, (ii) until the Senior Indebtedness is paid in full, Lender has no
agreement is in existence whereby Lender may make advances to Debtor or create
Senior Indebtedness and this Agreement is terminated by Debtor's receipt of a
Lender Termination Notice, Subordinated Creditor's only rights and remedies are
to receive net proceeds on foreclosure of collateral as provided in this
Agreement and (iii) at the request of the holders of the Senior Indebtedness,
Subordinated Creditor shall execute and deliver to the holders of the Senior
Indebtedness, such termination statements and releases as such holders shall
request to release the Subordinate Liens. Subordinated Creditor further agrees
that so long as any of the Senior Indebtedness shall remain unpaid, Lender shall
have any agreement in existence whereby Lender may make advances to Debtor or
create any Senior Indebtedness and this Agreement is terminated by Debtor's
receipt of a Lender Termination Notice, Subordinated Creditor will not take any
action, judicial or otherwise, to repossess, dispose of, foreclose, realize
upon, release or otherwise exercise any rights it may have with respect to any
collateral securing the Subordinated Debt or otherwise enforce any Subordinate
Lien, or any other rights or remedies in respect thereof. Subordinated Creditor
further confirms and agrees that (a) Subordinated Creditor shall have no right
to compel action by Lender or the holders of Senior Indebtedness, (b) Lender or
the holders of the Senior Indebtedness shall have full authority to deal with
their collateral without the consent of Subordinated Creditor, (c) the holders
of the Senior Indebtedness may take additional collateral and/or add additional
guarantors (and thereinafter release or impair same), (d) the documents and
instruments evidencing the Subordinated Debt contain no provision for
cross-default to the Loan Documents and (e) Subordinated Creditor will not act
in a manner so as to adversely affect collateral or make it materially
burdensome for the holders of the Senior Indebtedness to exercise their rights
under the Loan Documents.

SECTION 5. No Commencement of Any Proceeding. Subordinated Creditor agrees that,
so long as any of the Senior Indebtedness shall remain unpaid or any agreement
is in existence whereby Lender may make advances to Debtor and until Debtor
receives a Lender Termination Notice, it will not commence, or join with any
creditor other than Lender or the holder of Senior Indebtedness in commencing,
any Proceeding.

SECTION 6. Rights of Subrogation. Subordinated Creditor agrees that no payment
or distribution to Lender or the holder of Senior Indebtedness pursuant to the
provisions of this Agreement shall entitle Subordinated Creditor to exercise any
rights of subrogation in respect thereof until the Senior Indebtedness shall
have been paid in full, all commitments have expired and Debtor has received a
Lender Termination Notice.

SECTION 7. Subordination Legend; Further Assurances. Subordinated Creditor and
Debtor will cause each instrument evidencing Subordinated Debt, to be endorsed
with the following legend and delivered to Lender:

         "The indebtedness evidenced by this instrument is subordinated to the
         prior payment in full of the Senior Indebtedness (as defined in the
         Subordination Agreement hereinafter referred to) pursuant to, and to
         the extent provided in, the Subordination Agreement effective as of
         April 11, 2002, by the maker hereof and payee named herein in favor of
         JPMorgan Chase Bank or the holder of Senior Indebtedness referred to in
         such Subordination Agreement."

Subordinated Creditor and Debtor each will further mark its books of account in
such a manner as shall be effective to give proper notice of the effect of this
Agreement and will, in the case of any Subordinated Debt which is not evidenced
by an instrument, upon Lender's reasonable request, cause such Subordinated Debt
to be evidenced by an appropriate instrument or instruments endorsed with the
above legend and


                                Page 2 of 5 pages
<PAGE>

delivered to Lender. Subordinated Creditor and Debtor each will, at its expense
and at any time and from time to time, promptly execute and deliver all further
instruments and documents, and take all further actions, that may be necessary
or desirable, or that Lender may reasonably request, in order to protect any
right or interest granted or purported to be granted to Lender, or to enable
Lender to exercise and enforce its rights and remedies, under this Agreement.

SECTION 8. No Change in or Disposition of Subordinated Debt. Subordinated
Creditor shall not: (a) cancel or otherwise discharge any of the Subordinated
Debt or subordinate any of the Subordinated Debt to any indebtedness of Debtor
other than the Senior Indebtedness; (b) grant any Lien on or, sell, transfer or
otherwise dispose of any of the Subordinated Debt (and any attempted action in
violation of this paragraph (b) shall be in violation of the rights of Lender
and shall be void and should it later be determined that any such action is not
voided, then this Agreement shall continue with respect to such Subordinated
Debt); or (c) permit the terms of any of the Subordinated Debt to be changed in
a manner as to have an adverse effect upon the rights or interests of Lender.

SECTION 9. Agreement by Debtor. Debtor agrees that it will not make any payment
on any of the Subordinated Debt except as permitted by Section 2(b), nor take
any other action, in contravention of the provisions of this Agreement. Debtor
further agrees to deliver to Subordinated Creditor a copy of any Lender
Termination Notice received from Lender.

SECTION 10. Senior Indebtedness Hereunder Not Affected. All rights and interests
of Lender or the holder of Senior Indebtedness under this Agreement, and all
agreements and obligations of Subordinated Creditor and Debtor under this
Agreement, shall remain in full force and effect irrespective of: (i) any lack
of validity or enforceability of all or any portion of this Agreement; (ii) any
change in the amount of interest accruing on, time, manner or place of payment
of, or in any other terms of, all or any of the Senior Indebtedness, or any
other amendment or waiver of, any consent to departure from any of the Loan
Documents, including, without limitation, changes in the terms of disbursement
of any loan proceeds or repayment thereof, modifications, increases, extensions
or renewals and rearrangements, acceleration, settlement, compromise, or the
advancement of additional funds by Lender in its discretion or any other terms
or conditions of the Senior Indebtedness; (iii) any exchange of collateral,
release or non-perfection of any Lien, subordination of any Lien, or any release
or amendment or waiver of or consent to departure from any guaranty, surety
agreement, or any other Loan Documents, for all or any of the Senior
Indebtedness; or (iv) any other circumstance in respect of this Agreement or any
other Loan Documents which might otherwise constitute a defense available to, or
a discharge of, Debtor, any other obligor, or any guarantor of, or in respect of
any Senior Indebtedness or Subordinated Creditor.

SECTION 11. Reinstatement. This Agreement shall continue to be effective or be
reinstated, (including after receipt of a Lender Termination Notice) as the case
may be, if at any time any payment of any of the Senior Indebtedness is
rescinded or must otherwise be returned by Lender upon the insolvency,
bankruptcy, reorganization of, or any Proceeding involving, Debtor or otherwise,
all as though such payment had not been made.

SECTION 12. Waivers. Each of Debtor and Subordinated Creditor jointly and
severally waives promptness, diligence, notice of acceptance, notice of
intention to accelerate, notice of acceleration and any other notice with
respect to any of the Senior Indebtedness and this Agreement (other than a
Lender Termination Notice hereunder) and any requirement that Lender protect,
secure, perfect or insure any Lien on any property subject thereto or exhaust
any right or take any action against Debtor or any other person or entity or any
collateral. Subordinated Creditor waives any right or benefit of any notice of
any action, event or circumstance relating to the Senior Indebtedness, including
but not limited to the incurrence, modification, default, exercise of remedies,
compromise, or release of or subordination of, with respect to Senior
Indebtedness. Nothing in this Agreement is intended to vary the duties of Lender
or the rights of any obligor in violation of Section 9.602 of Uniform Commercial
Code as in effect from time to time in the state whose law governs this
Agreement ("UCC"). Lender or the holder of the Senior Indebtedness is hereby
authorized to demand specific performance of this Agreement, whether or not
Debtor shall have complied with any of the provisions hereof applicable to it,
at any time when Subordinated Creditor shall have failed to comply with any of
the provisions of this Agreement applicable to it. To the extent not prohibited
by applicable law, Subordinated Creditor irrevocably waives any defense based on
the adequacy of a remedy at law, which might be asserted as a bar to the remedy
of specific performance.

SECTION 13. Representations and Warranties. (a) Debtor hereby represents and
warrants to Lender as follows: (i) Each document evidencing, securing,
guaranteeing or otherwise related to the Subordinated Debt now outstanding (true
and complete copies of which have been furnished to Lender) has been duly
authorized by Debtor, has not been amended or otherwise modified and constitutes
the legal, valid and binding obligation of Debtor enforceable against Debtor in
accordance with its terms; (ii) There exists no default or event, which with the
passage of time, the giving of notice or both, may result in a default in
respect of any Subordinated Debt; (iii) Debtor is and will remain duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, organization or formation; and (iv) The
execution, delivery and performance by Debtor of this Agreement have been duly
authorized by all necessary action and do not and will not contravene the
articles, charter, bylaws, partnership agreement or other organic documents
evidencing or governing Debtor. (b) Subordinated Creditor hereby represents and
warrants to Lender as follows: (i) Subordinated Creditor owns and holds the
Subordinated Debt now outstanding free and clear of any Lien; (ii) Subordinated
Creditor is now solvent and the execution, delivery and performance of this
Agreement will benefit Subordinated Creditor directly or indirectly and
Subordinated Creditor has and will receive fair and reasonably equivalent value
therefor; (iii) The execution, delivery and performance by Subordinated Creditor
of this Agreement do not and will not contravene any law or governmental
regulation or any contractual restriction binding on or affecting Subordinated
Creditor or any of its properties, and do not and will not result in or require
the creation of any Lien upon or with respect to any of its properties and do
not violate the rights of any other; (iv) This Agreement is a legal, valid and
binding obligation of Subordinated Creditor, enforceable against Subordinated
Creditor in accordance with its terms except as limited by bankruptcy,
insolvency or other laws of general application relating to the enforcement of
creditors' rights and by general equitable principles; (v) There exists no
default or event, which with the passage of time, the giving of notice or both
may be a default in respect of any Subordinated Debt; (vi) The address set forth
in this Agreement is: (A) Subordinated Creditor's principal residence, if
Subordinated Creditor is an individual; (B) Subordinated Creditor's chief
executive office, if Subordinated Creditor is not an individual and has more
than one place of business; or (C) Subordinated Creditor's place of business if
Subordinated Creditor is not an individual and has only one place of business;
(vii) If Subordinated Creditor is a registered organization, it is organized
under the laws of the state or foreign jurisdiction set forth above; and (viii)
If Subordinated Creditor is an individual, Subordinated Creditor's correct name
is set forth above in this Agreement. If Subordinated Creditor is a registered
organization, Subordinated Creditor's name as set forth above in this Agreement
is its correct name as indicated on the public record of Subordinated Creditor's
jurisdiction of organization which shows Subordinated Creditor to have been
organized. If Subordinated Creditor is neither a registered organization nor an
individual, the name of Subordinated Creditor set forth in this Agreement
satisfies the requirements of the UCC for providing the name of Subordinated
Creditor in any financing statement, including by example only, if a
Subordinated Creditor is a trust, the name of Subordinated Creditor is the name
specified for the trust in Subordinated Creditor's organic document and if
Subordinated Creditor is an organization other than a registered organization, a
trust or a decedent's estate and Subordinated Creditor has a name, the name of
Subordinated Creditor is the organizational name of Subordinated Creditor.

                                Page 3 of 5 pages
<PAGE>

SECTION 14. Amendments, Etc. No amendment or waiver of any provision of this
Agreement nor consent to any departure by Subordinated Creditor or Debtor
herefrom shall in any event be effective unless the same shall be in writing and
signed by Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

SECTION 15. Expenses. Subordinated Creditor and Debtor jointly and severally
agree to pay, upon demand, to Lender the amount of any and all reasonable
expenses, including the reasonable fees and expenses of legal counsel (who may
be an employee of Lender or any of its affiliates), which Lender or any other
holders of Senior Indebtedness may incur (or be charged by internal allocation)
in connection with the exercise or enforcement of any of the rights or interests
of the holders of Senior Indebtedness hereunder.

SECTION 16. Addresses for Notices. All communications from any party to any
other shall be in a writing or by other authenticated record acceptable to the
receiving party (including telegraphic and telecopy communication).
Communications to any party shall be delivered by certified or registered mail,
return receipt requested, or sent by private overnight courier or telecopied,
addressed to the address of such party specified next to its signature in this
Agreement or to such other location or other method acceptable to the receiving
party by notice to the other parties. Any party may designate a different
address for receipt of communications by written notice to the other parties.
All communications shall be effective when received and if receipt is refused,
either three (3) business days after deposit in the mail or the date of
attempted delivery as confirmed by private courier service, telecopy operator or
other communication provider.

SECTION 17. No Waiver, Remedies. No failure on the part of Lender to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. All remedies are cumulative and not exclusive of any remedies provided by
law. In any litigation (whether or not arising out of or relating to any Senior
Indebtedness or Subordinated Debt or any of the matters contained in this
Agreement) in which Lender and Subordinated Creditor and/or Debtor shall be
adverse parties, to the maximum extent not prohibited by applicable law, each of
Subordinated Creditor and Debtor waive the right to interpose any defense based
upon any statute of limitations or any claim of laches and any set-off or
counterclaim of any nature or description. The failure at any time of either
Subordinated Creditor or Debtor to comply with this Agreement is a default or
Event of Default under the Loan Documents.

SECTION 18. Continuing Agreement; Transfer of Notes. All warranties,
representations and covenants made by Subordinated Creditor or Debtor in this
Agreement or in any certificate or other instrument delivered by it or on its
behalf shall be considered to have been relied upon by Lender and shall survive
execution and delivery of the Loan Documents regardless of any investigation by
Lender. This Agreement is a continuing agreement and shall: (i) remain in full
force and effect until the Senior Indebtedness shall have been paid in full, no
agreement exists for Lender to consider extending credit and until Debtor shall
have received a Lender Termination Notice. (ii) Be binding upon Subordinated
Creditor his heirs, devisees, executors, administrators, personal
representatives, trustees, assigns and successors and any subsequent holder of
Subordinated Debt and Debtor and its successors and assigns; and (iii) inure to
the benefit of and be enforceable by Lender and its successors, transferees and
assigns. Without limiting the generality of the foregoing clause (iii), Lender
may assign or otherwise transfer the Note or any other evidence of any Senior
Indebtedness held by it to any other person or entity, and such other person or
entity shall thereupon become vested with all the rights in respect thereof
granted to Lender herein or otherwise. Subordinated Creditor may terminate this
Subordination Agreement as to Senior Indebtedness not yet in existence by
delivering written notice to Lender, to be effective 30 days after received
("EFFECTIVE TERMINATION DATE") under written receipt by Lender addressed to Eric
Judd with a copy to Luella Borsics. This Agreement will remain effective (or be
reinstated as the case may be under Section 11) as to Senior Indebtedness
existing on the Effective Termination Date and all Senior Indebtedness arising
under any written agreement to make loans or extensions of credit or to permit
Debtor to incur liabilities entered into between Lender and Debtor prior to the
Effective Termination Date whether or not Lender is contractually obligated to
make the loans or extensions of credit. Debtor agrees that receipt of any notice
by Lender of Subordinated Creditor's intention to terminate or termination of
this Agreement shall constitute a Default under the Loan Documents.

SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

SECTION 20. Counterparts. This Agreement may be separately executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
agreement.

SECTION 21. Section Headings. Headings are for convenience only and shall be
given no substantive meaning or significance in construing this Agreement.

SECTION 22. Miscellaneous. Any gender designation used includes all genders and
the singular number includes the plural.

SECTION 23. JURY TRIAL WAIVER. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW,
DEBTOR, SUBORDINATED CREDITOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY DEBTOR, SUBORDINATED CREDITOR OR
LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION
WITH THIS AGREEMENT OR THE SENIOR INDEBTEDNESS. EACH OF DEBTOR AND SUBORDINATED
CREDITOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WILL NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY TRIAL WAIVER. EACH DEBTOR AND
SUBORDINATED CREDITOR ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS WAIVER.

THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                Page 4 of 5 pages
<PAGE>




         IN WITNESS WHEREOF, Lender, Debtor and Subordinated Creditor have
caused this Agreement to be duly executed and delivered by their officers
thereunto duly authorized as of the date first above written.

SUBORDINATED CREDITOR:  VINCI AIRPORT US INC.     LENDER: JPMORGAN CHASE BANK

By: /s/ JEAN-FRANCOISE GOUEDARD                   By: /s/ ERIC JUDD
    -------------------------------                   --------------------------
Name: Jean-Francoise Gouedard                    Name: Eric Judd
      -----------------------------                     ------------------------
Title: President and Chief                       Title:  Senior Vice President
       Operating Officer                                 -----------------------
       ----------------------------              Address:
Address:                                                   ---------------------
        ---------------------------

DEBTOR: WORLDWIDE FLIGHT SERVICES, INC.


By: /s/ JEAN-FRANCOISE GOUEDARD
    -------------------------------
Name: Jean-Francoise Gouedard
      -----------------------------
Title: President and Chief
       Operating Officer
       ----------------------------
Address:
         --------------------------



THE STATE OF                         )
             ------------------      )
COUNTY OF                            )
          ---------------------


         THIS INSTRUMENT was acknowledged before me on the 3rd day of May,
2002, by Jean-Francoise Gouedard, of VINCI AIRPORT US INC., a Delaware
corporation on behalf of said entity.


               -----------------------------------------------
               Notary Public in and for State of
                                                 ---------
               Printed Name of Notary: Leng Nguyen
                                       -------------------
               My Commission Expires:  12/20/05
                                       -------------------


THE STATE OF                         )
             ------------------      )
COUNTY OF                            )
          ---------------------



         THIS INSTRUMENT was acknowledged before me on the 3rd day of
May, 2002, by Jean-Francoise Gouedard, of WORLDWIDE FLIGHT
SERVICES, INC., a Delaware corporation on behalf of said entity.


                          -----------------------------------------------
                          Notary Public in and for State of
                                                            -------------
                          Printed Name of Notary:
                                                  -----------------------
                          My Commission Expires:
                                                 ------------------------


THE STATE OF TEXAS                   )
                                     )
COUNTY OF DALLAS                     )




     THIS INSTRUMENT was acknowledged before me on the 3rd day of
May, 2002, by Eric Judd, a Senior Vice President of JPMorgan
Chase Bank, New York banking corporation, on behalf of said corporation.



                          -----------------------------------------------
                          Notary Public in and for State of
                                                            -------------
                          Printed Name of Notary: Toni O. Gant
                                                  -----------------------
                          My Commission Expires:  6/28/03
                                                  -----------------------



                                  Page 5 of 5

</TEXT>
</DOCUMENT>
