MIDWAY AIRLINES CORP
ENGINE WARRANTY ASSIGNMENT
<DOCUMENT>
<TYPE>EX-10.138
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>ENGINE WARRANTY ASSIGNMENT
<TEXT>

<PAGE>

                            Note to Exhibit 10.138

     The following Engine Warranty Assignment is substantially identical in all
material respects to the additional Engine Warranty Assignments except as
follows:

--------------------------------------------------------------------------------
Aircraft (Tail No.)      Closing Date             Owner Participant
--------------------------------------------------------------------------------
N362ML*                  October 19, 2000         Silvermine River Finance
                                                  One, Inc.
--------------------------------------------------------------------------------
N363ML                   November 29, 2000        Aircraft Services Corporation
--------------------------------------------------------------------------------
N364ML                   January 30, 2001         Aircraft Services Corporation
--------------------------------------------------------------------------------

-------
* Filed document
<PAGE>

                                                                  EXHIBIT 10.138

                                                                  CONFORMED COPY



                          ENGINE WARRANTY ASSIGNMENT
                                   [N362ML]


                                    between


                          MIDWAY AIRLINES CORPORATION



                                      and


               FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                        not in its individual capacity
                          but solely as Owner Trustee



                                      and



                            CFM INTERNATIONAL, INC.


                  ENGINE MANUFACTURER'S CONSENT AND AGREEMENT
<PAGE>

     THIS ENGINE WARRANTY ASSIGNMENT [N362ML] (the "Assignment") is made this
19/th/ day of October, 2000 between MIDWAY AIRLINES CORPORATION, a Delaware
corporation (the "Assignor") and FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as Owner Trustee (the "Assignee").



                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, the Assignor and CFM International, Inc. are parties to the
General Terms Agreement, providing, among other things, for product support,
including warranties for the support, of the Engines covered thereby and related
equipment given to the Assignor by the Engine Manufacturer;

     WHEREAS, the Assignee wishes to acquire certain rights and interests in and
to warranties relating to the Engines and the Assignor, on the terms and
conditions hereinafter set forth, is willing to assign to the Assignee such
rights and interests of the Assignor in and to such warranties, and the Assignee
is willing to accept such assignment, as hereinafter set forth; and

     WHEREAS, the Engine Manufacturer is willing to execute and deliver to the
Assignee an Engine Manufacturer's Consent and Agreement (the "Engine
Manufacturer's Consent and Agreement") to the provisions hereof in substantially
the form of the Annex hereto.

     IT IS HEREBY AGREED as follows:

     In consideration of the mutual covenants herein contained and of the
Assignee's agreement in the Aircraft Purchase Agreement Assignment to pay the
purchase price for the Aircraft on the terms and conditions therein stated, the
parties hereto agree as follows:

     1.   Definitions
          -----------

     1.1. For all purposes of this Assignment, except as otherwise expressly
provided or unless the context otherwise requires, the following terms shall
have the following meanings:

     "Aircraft" means one Boeing model 737-7BX aircraft bearing manufacturer's
      --------
serial number 30737 including two CFM-56-7B20 aircraft engines bearing
manufacturer's serial numbers 876635 and 876634 respectively (collectively the
"Engines"), installed on such aircraft at the time of delivery.

     "Aircraft Purchase Agreement" means that certain Purchase Agreement Number
      ---------------------------
2235 dated June 11, 1999 between Manufacturer and Assignor, together with that
certain Aircraft General Terms Agreement AGTA-MID dated as of June 11, 1999
between Manufacturer and Assignor and that certain Customer Service General
Terms Agreement dated as of June 11, 1999 between

                                       1
<PAGE>

Manufacturer and Assignor, in each case including all Exhibits, Appendices,
Tables, and Letter Agreements (excluding, in the case of the Aircraft Purchase
Agreement, Supplemental Exhibit EE1, Letter Agreements 6-1162-CPJ-308 (Schedule
Reliability), 6-1162-CPJ-311 (Maintenance Cost Protection) and 6-1162-CPJ-316
(Special Matters); but including, without limitation, Letter Agreement 6-1162-
CPJ-313 (Basic Credit Memorandum)).

     "CFM56 Warranty" means the CFM56 Product Support Plan from the Engine
      --------------
Manufacturer, as contained in Exhibit B of the General Terms Agreement,
including, without limitation, the Engine Warranty contained in Section II,
Subsection A of Exhibit B thereto, the Parts Warranty contained in Section II,
Subsection B of Exhibit B thereto, the Ultimate Life Warranty contained in
Section II, Subsection C of Exhibit B thereto, and the Campaign Change Warranty
contained in Section II, Subsection D of Exhibit B thereto; but excluding the
special guarantees contained in Section II, Subsection J of Exhibit B thereto.

     "Engine Manufacturer" means CFM International, Inc., as Delaware
      -------------------
corporation, and its successors and assigns.

     "Event of Default" has the meaning given to such term in Section 16 of the
      ----------------
Lease.

     "General Terms Agreement" means certain General Terms Agreement No. 6-13593
      -----------------------
dated as of June 11, 1999 by and between the Engine Manufacturer and the
Assignor, including all Exhibits, Appendices, Tables and Letter Agreements with
respect thereto, excluding Letter Agreement No. 1, the special guarantees
contained in Section II, Subsection J of Exhibit B thereto, and Attachments A,
C, D and E thereto.

     "Lease" means the Lease Agreement [N362ML] dated as of October 19, 2000 as
      -----
the same may be amended, modified or supplemented, between the Assignee, as
lessor, and the Assignor, as lessee, providing for the lease of the Aircraft.

     "Manufacturer" means with respect to the Aircraft or Airframe, The Boeing
      ------------
Company, and its successors and assigns.

     "Purchase Agreement Assignment" means the Purchase Agreement Assignment
      -----------------------------
[N362ML] dated as of October 19, 2000, between the Assignor and Assignee as the
same may be amended, modified or supplemented from time to time, together with
the Consent and Agreement thereto executed by the Manufacturer.

     "Warranties" means all warranties or assurances of any kind whatsoever
      ----------
relating to the Engines and related equipment manufactured by the Engine
Manufacturer contained in the CFM56 Warranty and as limited by the applicable
terms of the General Terms Agreement and excluding any and all those portions of
the CFM56 Warranty and General Terms Agreement noted as so excluded in the
definitions of CFM56 Warranty and General Terms Agreement.

                                       2
<PAGE>

     1.2. All other capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in Appendix A to the Lease
(including definitions incorporated therein by reference to another document).

     2.   Assignment and Authorization of Assignor
          ----------------------------------------

     2.1. The Assignor does hereby sell, assign, transfer and set over unto the
Assignee, its successors and permitted assigns, all of the Assignor's rights and
interests in and to the Warranties as and to the extent that the same relate to
the Engines and the operation thereof, except as and to the extent expressly
reserved below, including, without limitation, in such assignment, (a) all
claims for damages in respect of any Engine arising as a result of any default
by the Engine Manufacturer in respect of the Warranties under the CFM56 Warranty
and/or the General Terms Agreement, and (b) any and all rights of the Assignor
to compel performance of the terms of the CFM56 Warranty and/or the General
Terms Agreement in respect of the Warranties; reserving exclusively to the
Assignor, however, (i) all of the Assignor's rights and interests in and to the
CFM56 Warranty and/or the General Terms Agreement as and to the extent that the
same relate to engines other than the Engines and the purchase and operation of
such engines, and (ii) any and all of those portions of the General Terms
Agreement noted as so excluded in the definition of General Terms Agreement.
The Assignee hereby accepts such assignment.

     2.2. Notwithstanding the foregoing, unless an Event of Default shall have
occurred and be continuing and the Assignee or the Indenture Trustee (as
assignee of the Assignee) shall have commenced the exercise of remedies set
forth in Section 17 of the Lease, the Assignee hereby authorizes the Assignor,
to exercise in the Assignor's name all rights (including without limitation the
right to retain any damages paid by the Engine Manufacturer in respect of the
Warranties) in respect of the Warranties, except that:  the Assignor may not
enter into any change order or other amendment, modification or supplement to
the CFM56 Warranty and/or the General Terms Agreement in respect of any
Warranties without the prior written consent or countersignature of the Assignee
if such change, order, amendment, modification or supplement would result in any
rescission, cancellation or termination of the CFM56 Warranty and/or the General
Terms Agreement (to the extent it relates to any applicable Warranties) or
otherwise materially adversely affect the rights assigned to the Assignee
hereunder.

     2.3. For all purposes of this Assignment, the Engine Manufacturer shall not
be deemed to have knowledge of and need not recognize the occurrence, the
continuance or the discontinuance of any Event of Default under the Lease, or
the exercise of remedies set forth in Section 17 of the Lease by the Assignee or
the Indenture Trustee (as assignee of the Assignee), unless and until the Engine
Manufacturer shall have received from the Assignee written notice thereof
addressed to the Engine Manufacturer at: CFM International, Inc., P. O. Box
15514, Cincinnati, Ohio 45215-0514, Attention: Director, Commercial Contracts,
Facsimile: 513-243-9762, and, in acting in acquittance with the CFM56 Warranty,
the General Terms Agreement and this Assignment, the Engine Manufacturer may
conclusively rely on such notice. Until such time as notice shall have been
given by the Assignee to the Engine Manufacturer that an Event of Default has
occurred and is continuing and the Assignee or the Indenture Trustee (as
assignee of the

                                       3
<PAGE>

Assignee) has commenced the exercise of remedies set forth in Section 17 of the
Lease, the Engine Manufacturer shall with respect to the Warranties deal solely
and exclusively with the Assignor. The Assignee shall promptly after all such
Events of Default shall have been remedied, give written notice of the same to
the Engine Manufacturer at the address as provided above, with a copy to the
Assignor at its address for notices set forth in Section 23(a) of the Lease, and
upon the Engine Manufacturer's receipt of such notice, the Engine Manufacturer
shall, in the absence of a notice from the Assignee to the Engine Manufacturer
that an Event of Default has occurred and is continuing and the Assignee or the
Indenture Trustee (as assignee of the Assignee) has commenced the exercise of
remedies set forth in Section 17 of the Lease, resume the sole and exclusive
dealings with the Assignor authorized by this Clause 2 and by the Engine
Manufacturer's Consent and Agreement.

     2.4. The assignment contained herein shall apply only to the Engines (as
installed on the Aircraft at the time of delivery) and shall not extend to any
replacement or substitute engine, unless and until the Engine Manufacturer has
received written notice thereof.  The Engine Manufacturer shall not be deemed to
have knowledge of the replacement or substitution of an Engine due to a Failure
(as such term is defined in the CFM56 Warranty, excluding normal wear and tear
and normal deterioration and the breakage, malfunction or injury to a Part (as
defined in the CFM56 Warranty) caused by the improper installation, maintenance,
misuse, or neglect by Assignor or a third party), damage or loss, until notified
of such Failure, damage or loss.  Notice shall be sent to the Engine
Manufacturer at: CFM International, Inc., P. O. Box 15514, Cincinnati, Ohio
45215-0514, Attention: Director, Commercial Contracts, Facsimile: 513-243-9762.
Such notice shall contain the serial number of the replaced or substituted
Engine, the serial number of the new engine and confirmation that such new
engine shall be subject to the terms and conditions of this Assignment.

     3.   Assignor's Continuing Obligations
          ---------------------------------

     3.1. It is expressly agreed that, anything herein contained to the contrary
notwithstanding: (a) on or prior to the Delivery Date for the Aircraft, the
Assignor will perform its obligations with respect to the Engines to be
performed by it on or before such Delivery Date, (b) the Assignor shall at all
times remain liable to the Engine Manufacturer under the terms and conditions of
the General Terms Agreement to perform all duties and obligations of the
Assignor thereunder to the same extent as if this Assignment had not been
executed, (c) the exercise by the Assignee of any of the rights assigned
hereunder shall not release the Assignor from any of its duties or obligations
to the Engine Manufacturer under the General Terms Agreement, except to the
extent that such exercise by the Assignee shall constitute performance of such
duties and obligations, (d) after the Delivery Date for the Aircraft, the
Assignor will exercise its rights and perform its obligations under the General
Terms Agreement in respect of the Engines to the extent that such rights and
obligations have not been assigned hereunder, and (e) none of the Indenture
Trustee and Owner Participant nor, except as specifically provided in Clause 3.2
with respect to the Assignee, the Assignee shall have any obligation or
liability under the General Terms Agreement by reason of or arising out of this
Assignment or be obligated to perform any of the obligations or duties of the
Assignor under the General Terms Agreement or to make any payment or to make any
inquiry as to

                                       4
<PAGE>

the sufficiency of any payment received by it or to present or file any claim or
to take any other action to collect or enforce any claim for any payment
assigned hereunder.

     3.2.  Anything contained in this Assignment to the contrary notwithstanding
(but without in any way releasing the Assignor from any of its duties or
obligations under the General Terms Agreement), the Assignee confirms expressly
for the benefit of the Engine Manufacturer that, in exercising any rights in and
to the Warranties, or in making any claim with respect thereto, the applicable
terms and conditions of the General Terms Agreement, including Article XIII
(Limitation of Liability) and the Warranties shall apply to, and be binding
upon, the Assignee to the same extent as the Assignor.  Nothing contained herein
shall in any way diminish or limit the provisions of the Assignor's indemnities
in the Lease and the Participation Agreement  and in the Aircraft Purchase
Agreement with respect to any liability of the Assignee to the Manufacturer in
any way relating to or arising out of the Purchase Agreement Assignment.

     3.3.  Nothing contained herein shall subject the Engine Manufacturer to any
obligation or liability to which it would not otherwise be subject under the
General Terms Agreement or modify in any respect the contract rights of the
Engine Manufacturer thereunder or subject the Engine Manufacturer to any
multiple or duplicative obligation or liability under the General Terms
Agreement or limit any rights of set-off the Engine Manufacturer may have
against the Assignor under applicable law.  No further assignment of any
remaining Warranties, including but not limited to assignments for security
purposes, are permitted without the express prior written consent of the Engine
Manufacturer.

     3.4.  Effective at any time after an Event of Default shall have occurred
and be continuing and the Assignee or the Indenture Trustee (as assignee of the
Assignee) shall have commenced the exercise of remedies set forth in Section 17
of the Lease, the Assignor does hereby constitute the Assignee, its successors
and permitted assigns, the Assignor's true and lawful attorney, irrevocably,
with full power (in the name of the Assignor or otherwise) to ask, require,
demand, receive, compound and give acquittance for any and all monies and claims
for monies due or to become due under, or arising out of, the General Terms
Agreement in respect of such Engine, but only to the extent that the same have
been expressly assigned by this Assignment and, for such period as the Assignee
may exercise rights with respect thereto under this Assignment, to endorse any
checks or other instruments 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
that the Assignee may deem to be necessary or advisable with respect to such
monies and claims for monies.

     3.5.  So long as the Engine Manufacturer acts in good faith in accordance
with this Assignment, the Engine Manufacturer may rely conclusively on any
notice given by the Assignee hereunder without inquiring as to the accuracy of,
or the entitlement of the Assignee to give, such notice.

                                       5
<PAGE>

     4.   Further Assurance
          -----------------

     4.1. The Assignor agrees that at any time and from time to time, upon the
written request of the Assignee, the Assignor, at its own cost and expense, will
promptly and duly execute and deliver any and all such further instruments and
documents and take such further action as the Assignee may reasonably request in
order to obtain the full benefits of this Assignment and of the rights and
powers herein granted.

     5.   Representations, Warranties and Covenants
          -----------------------------------------

     5.1. The Assignor does hereby represent and warrant that (a) the Assignor
has furnished to the Assignee a true and complete copy of the General Terms
Agreement (excluded from which are those portions noted as so excluded in the
definition thereof), (b) the Assignor is not in default under the General Terms
Agreement, and (c) the General Terms Agreement and the CFM56 Warranty are in
full force and effect as to the Assignor and are enforceable against the
Assignor in accordance with their respective terms.  The Assignor further
represents and warrants that it has, with the authorized execution of the Engine
Manufacturer's Consent and Agreement, received all necessary consents to the
assignment and transfer contemplated herein.

     5.2. The Assignor does hereby represent and warrant that it has not
assigned or pledged, and hereby covenants that it will not assign or pledge, so
long as this Assignment shall remain in effect, the whole or any part of the
Warranties hereby assigned to anyone other than the Assignee.

     5.3. The Assignee agrees that it will not enter into any agreement with
the Engine Manufacturer that would amend, modify, rescind, cancel or terminate
the General Terms Agreement and/or the CFM56 Warranty in respect of the
Warranties or take other action to amend, modify, rescind, cancel or terminate
any of the Assignor's rights in respect of the Warranties, without the prior
written consent of the Assignor, except if the Engine Manufacturer shall have
been notified in writing by the Assignee that an Event of Default has occurred
and is continuing and the Assignee has commenced the exercise of remedies set
forth in Section 17 of the Lease.

     5.4.  Each of the Assignor, the Assignee and the Engine Manufacturer agrees
that neither this Assignment nor the attached and incorporated Engine
Manufacturer's Consent and Agreement, nor any of the terms or provisions of this
Assignment or the Engine Manufacturer's Consent and Agreement, may be amended,
extended, modified, supplemented, terminated or waived orally.  Any and all
amendments, extensions, modifications, supplements, terminations or waivers must
be presented to each of the other parties in writing, and be signed by the party
against whom the enforcement of such amendment, modification, supplement,
termination or waiver is sought to be charged.

                                       6
<PAGE>

     6.   Confidentiality
          ---------------

     6.1. The Assignee agrees, that it will not, without the prior written
consent of the Engine Manufacturer, disclose, directly or indirectly, to any
third party any terms of the CFM56 Warranty disclosed to it in writing by the
Engine Manufacturer; provided that (a) the Assignee may use, retain and disclose
any such information to its special counsel and public accountants and to bank
examiners and auditors, each of whom shall be obligated to not further disclose
such terms, (b) the Assignee may disclose any such information as required by
applicable laws or governmental regulations, provided that the Assignee shall
first, to the extent practicable, have given the Engine Manufacturer reasonable
opportunity, at the Engine Manufacturer's cost and expense, to obtain a
protective order or other reasonably satisfactory assurance of confidential
treatment for the information required to be disclosed, (c) to the extent that
the Assignee may have received a subpoena or other written demand under color of
legal right for such information, the Assignee may disclose such information,
but it shall first, as soon as practicable upon receipt of such demand and to
the extent permitted by applicable laws, furnish a copy thereof to the Assignor
and to the Engine Manufacturer, and the Assignee shall afford the Assignor and
the Engine Manufacturer reasonable opportunity, at the moving person's cost and
expense, to obtain a protective order or other reasonably satisfactory assurance
of confidential treatment for the information required to be disclosed, and (d)
the Assignee may disclose any such information to any potential purchaser of the
Aircraft and/or the Engine (subject to execution by such prospective purchaser
of a written confidentiality statement setting forth the same or substantially
similar terms as those referred to in this paragraph).

     7.   Miscellaneous
          -------------

     7.1. This Assignment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     7.2. This Assignment shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York, including all matters of
construction, validity and performance. This Assignment is being delivered in
the State of New York.

     7.3. First Union Trust Company, National Association is entering into this
Assignment solely as Owner Trustee under the Trust Agreement and not in its
individual capacity and neither First Union Trust Company, National Association
nor any entity acting as successor Owner Trustee or additional Owner Trustee
under the Trust Agreement shall be personally liable for, or for any loss in
respect of, any of the statements, representations, warranties, agreements or
obligations stated to be those of the Assignee hereunder, as to which all
interested parties shall look solely to the Trust Estate, except to the extent
expressly provided otherwise in the other Operative Agreements, provided
                                                                --------
however, that nothing in this Clause 7.3 shall be construed to limit in scope or
-------
substance the liability of First Union Trust Company, National Association or
any entity acting as successor Owner Trustee or additional Owner Trustee under
the Trust Agreement in its individual capacity for the consequences of its own
willful misconduct or gross negligence or (in receiving,

                                       7
<PAGE>

handling or remitting funds) its simple negligence, or the inaccuracy or breach
of its representations, warranties or covenants made in such capacity in any
other Operative Agreements.

     7.4.  Pursuant to the Indenture, dated as of October 19, 2000 between
Assignee and Allfirst Bank, as Indenture Trustee (the "Indenture Trustee"), the
Assignee has assigned and pledged to the Indenture Trustee, as security for the
Equipment Notes to be issued thereunder with respect to the Aircraft, all of the
Assignee's right, title and interest in and to this Assignment and the
Warranties.  The Assignor acknowledges and consents to such assignment.


                 [Remainder of page left intentionally blank]

                                       8
<PAGE>

    IN WITNESS WHEREOF, the parties hereto have caused this Engine Warranty
Assignment to be duly executed as of the day and year first above written.

                              MIDWAY AIRLINES CORPORATION,
                              as Assignor

                              By:  /s/ Jonathan S. Waller
                                   ---------------------------------------------
                                   Name:  Jonathan S. Waller
                                   Title: Senior Vice President
                                          General Counsel


                              FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                              not in its individual capacity but solely as Owner
                              Trustee, as Assignee



                              By:  /s/ Stephen J. Kaba
                                   ---------------------------------------------
                                   Name:  Stephen J. Kaba
                                   Title:  Vice President

                                       9
<PAGE>

                                     ANNEX


                            CFM INTERNATIONAL, INC.

             ENGINE MANUFACTURER'S CONSENT AND AGREEMENT [N362ML]
             ----------------------------------------------------

     The undersigned, CFM INTERNATIONAL, INC., a Delaware corporation (the
"Engine Manufacturer"), hereby acknowledges notice of and consents to all of the
terms of the Engine Warranty Assignment [N362ML] (herein called the
"Assignment", the defined terms therein being hereinafter used with the same
meaning), dated as of October 19, 2000, between MIDWAY AIRLINES CORPORATION, a
Delaware corporation, as Assignor and FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as Owner Trustee, as Assignee, relating to the assignment by the Assignor
of, its rights and interests in the Warranties, and hereby confirms to the
Assignee that:

     (i)    all the Warranties given by the Engine Manufacturer under the CFM56
Warranty and/or the General Terms Agreement with respect to the Engines shall,
subject to the terms and conditions thereof and of the Assignment inure to the
benefit of the Assignee to the same extent as if the Assignee had originally
been a party thereto except as provided by Clause 2 of the Assignment;

     (ii)   the Assignee shall not be liable for any of the obligations or
duties of the Assignor under the General Terms Agreement in respect of the
Engines, and the Assignment shall not give rise to any duties or obligations
whatsoever on the part of the Assignee owing to the Engine Manufacturer, except
for the Assignee's agreement in the Assignment with respect to the Engines to
the effect that, in exercising any right in and to the Warranties, or in making
any claim with respect thereto, the applicable terms and conditions of the
General Terms Agreement including Article XIII (Limitation of Liability) shall
apply to, and be binding upon, the Assignee to the same extent as the Assignor,
and with respect to such agreement the Engine Manufacturer agrees that, anything
contained in the General Terms Agreement or the Assignment to the contrary
notwithstanding, the Assignee shall have no liability to the Engine Manufacturer
for failure to comply with any of the terms of the General Terms Agreement with
respect to the Warranties while under the Lease to the Assignor so long as the
Assignee acts upon the written instructions of the Assignor (to which
instructions the undersigned understands that it shall have access on request);
provided, that no person other than the Engine Manufacturer or any assignee of
the Engine Manufacturer as permitted under the General Terms Agreement shall
have any rights against the Assignee with respect to the undertaking and
agreement set forth in this clause (ii);

     (iii)  the Engine Manufacturer consents to the execution of the Lease;

     (iv)   the Engine Manufacturer consents to the mortgage of, and grant of a
security interest in, all of the Assignee's right, title and interest in and to
the Warranties and the Assignment by the Assignee pursuant to the Indenture;

                                       1
<PAGE>

     (v)    the Engine Manufacturer agrees that the Assignment constitutes an
agreement permitted by the General Terms Agreement and pursuant to and in
accordance with the provisions of the General Terms Agreement, the Engine
Manufacturer consents to the assignment of Assignor's interest in and to the
Warranties as and to the extent that the same relate to the Engines and the
operation thereof to Assignee pursuant to the Assignment; and

     (vi)   the Engine Manufacturer will continue to pay to the Assignor all
payments which the Engine Manufacturer may be required to make under the General
Terms Agreement in respect of the Warranties unless and until the Engine
Manufacturer shall have received written notice from the Assignee addressed to
the Engine Manufacturer at: CFM International, Inc., P. O. Box 15514,
Cincinnati, Ohio 45215-0514, Attention: Director, Commercial Contracts,
Facsimile: 513-243-9762, that an Event of Default has occurred and is continuing
and the Assignee has commenced the exercise of remedies set forth in Section 17
of the Lease (which such notice shall be conclusive proof thereof between the
Engine Manufacturer and the Assignor), whereupon the Engine Manufacturer will,
until the Assignee shall have notified the Engine Manufacturer in writing that
no such Event of Default is continuing and remains unremedied, make any and all
payments and take all actions which it may be required thereafter to make or
take under the CFM56 Warranty and/or the General Terms Agreement in respect of
the Warranties and the right to receive which has been assigned to the Assignee
under the Assignment directly to the Assignee at its address as from time to
time notified to the Engine Manufacturer in writing.

     The Engine Manufacturer hereby represents and warrants:

     (a)    the Engine Manufacturer is a corporation organized and existing in
good standing under the law of the State of Delaware and is jointly owned by
General Electric Company and Societe Nationale D'Etude et de Construction de
Moteurs d'Aviation,

     (b)    the making and performance in accordance with the respective terms
of the General Terms Agreement, the CFM56 Warranty and this Engine
Manufacturer's Consent and Agreement have been duly authorized by all necessary
corporate action on the part of the Engine Manufacturer, do not require any
stockholder approval, contravene the Engine Manufacturer's certificate of
incorporation or by-laws or any indenture, credit agreement or other contractual
agreement to which the Engine Manufacturer is a party or by which it is bound
and do not, as to the making thereof, contravene any law binding on the Engine
Manufacturer, and, as to the best knowledge of the Engine Manufacturer, do not,
to the performance thereof, contravene any law binding on the Engine
Manufacturer,

     (c)    to the best of the Engine Manufacturer's knowledge, all applicable
provisions of the General Terms Agreement and the CFM56 Warranty have been
compiled with to effect the assignment to the Assignee of the Warranties
contemplated by the Assignment, and

     (d)    the General Terms Agreement and the CFM56 Warranty constituted, as
of the date thereof and at all times thereafter to and including the date of
this Engine Manufacturer's Consent and Agreement the legal, valid and binding
obligations of the Engine Manufacturer enforceable

                                       2
<PAGE>

against the Engine Manufacturer in accordance with their respective terms, and
this Engine Manufacturer's Consent and Agreement is the legal, valid and binding
obligation of the Engine Manufacturer, enforceable against the Engine
Manufacturer in accordance with its terms subject to: (i) the limitations of
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws affecting the rights of creditors generally, and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), which principles do not make
the remedies available at law or in equity with respect to the General Terms
Agreement or this Engine Manufacturer's Consent and Agreement inadequate for the
practical realization of the benefits intended to be provided thereby.

     Notwithstanding any provision to the contrary in this Engine Manufacturer's
Consent and Agreement or the Assignment, nothing contained in this Engine
Manufacturer's Consent and Agreement or the Assignment shall subject the Engine
Manufacturer to any obligation or liability to which it would not otherwise be
subject under the General Terms Agreement or modify in any respect the Engine
Manufacturer's contract rights thereunder or subject the Engine Manufacturer to
any multiple or duplicative obligation or liability under the General Terms
Agreement.

     It is understood that the execution by the Engine Manufacturer, and
validity, of this Engine Manufacturer's Consent and Agreement is subject to the
condition that, upon the delivery of the Aircraft (including the Engines) by the
Assignor to the Assignee and the acceptance thereof by the Assignee pursuant to
the Purchase Agreement Assignment, the Assignee shall lease such Aircraft
(including the Engines) to the Assignor under the Lease.

     This Engine Manufacturer's Consent and Agreement shall be governed by, and
construed in accordance with, the law of the State of New York, U.S.A.


                 [Remainder of page left intentionally blank]

                                       3
<PAGE>

     IN WITNESS WHEREOF, the Engine Manufacturer has caused this Engine
Manufacturer's Consent and Agreement to be duly executed as of __________, 2000.



                                   CFM INTERNATIONAL, INC.



                                   By:  ____________________________________
                                        Name:
                                        Title:

                                       4
</TEXT>
</DOCUMENT>
