EXHIBIT 99.9 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN WORLD AIRWAYS, INC. AS THE ISSUER, AND THE HOLDERS REFERRED TO HEREIN OF WARRANTS TO PURCHASE COMMON STOCK, $.001 PAR VALUE PER SHARE DATED AS OF DECEMBER 30, 2003 REGISTRATION RIGHTS AGREEMENT...Registration Rights Agreement • January 21st, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EXHIBIT 99.1 LEASE AGREEMENT by and between WORLD (DE) QRS 15-65, INC., a Delaware corporation,Lease Agreement • May 14th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
BACKGROUNDEscrow Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
Wells Fargo Logo] WELLS FARGO FOOTHILL 1000 Abernathy Road Suite 1450 Atlanta, GA 30328 770 508-1300 www.wffoothill.com as of December 30, 2003 World Airways, Inc. 101 World Drive Peachtree City, Georgia 30269 Re: Termination of Loan and Security...Loan and Security Agreement • March 29th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled
THIS WARRANT AGREEMENT is entered into as of March ____ , 2000 by and between The Boeing Corporation, a Delaware corporation ("Boeing" or the "Holder"), and World Airways, Inc., a Delaware corporation (the "Company"). In furtherance of that certain...Warrant Agreement • April 18th, 2000 • World Airways Inc /De/ • Air transportation, scheduled • New York
RECITALSRegistration Rights Agreement • January 21st, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
WITNESSETH:Loan Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
ARTICLE 1 FORMATIONLimited Liability Company Agreement • March 27th, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
EXHIBIT 4.5 THIS WARRANT AGREEMENT is entered into as of March 28th, 2000 by and between The Boeing Corporation, a Delaware corporation ("Boeing" or the "Holder"), and World Airways, Inc., a Delaware corporation (the "Company"). In furtherance of that...Warrant Agreement • July 23rd, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
RECITALSSecurity Agreement • April 4th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
AMONG WORLD AIRWAYS, INC., AS BORROWER,Loan Agreement • January 21st, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
This Common Stock Purchase Agreement (the "Agreement") is made as of --------- July 21, 2000, by and among WLR Recovery Fund L.P., a Delaware limited partnership (the "Seller"), and the individuals listed on the signature page of ------ this Agreement...Common Stock Purchase Agreement • September 22nd, 2000 • World Airways Inc /De/ • Air transportation, scheduled • New York
EXHIBIT 99.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement, dated as of May 1, 2005 (this "Agreement"), is made by and between North American Airlines, Inc., a Delaware corporation ("Employer") and a...Employment Agreement • May 3rd, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
WITNESSETH: ----------Stock Option Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
EXHIBIT 99.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") between World Airways, Inc., a Delaware corporation ("World" or the "Company") and CHARLES H. J. ADDISON ("Addison) is entered into...Employment Agreement • August 13th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
RECITALSGuaranty Agreement • April 4th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
Exhibit 10.13 AMENDMENT NO.1 EMPLOYMENT AGREEMENT ----------------------------------- THIS AMENDMENT NO.1 ("Amendment ") to the Employment Agreement dated as of December 2,1997, by and between World Airways, Inc., a Delaware corporation, its...Employment Agreement • March 31st, 1999 • World Airways Inc /De/ • Air transportation, scheduled
EXHIBIT 10.22 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), entered into as of the 12th day of December, 2002, by and between WORLD AIRWAYS, INC., a Delaware corporation, as pledgor (the "Pledgor"), and FOOTHILL CAPITAL...Stock Pledge Agreement • March 27th, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
Exhibit 10.19 ------------- WORLD AIRWAYS, INC. RESTRICTED STOCK PLAN FOR ELIGIBLE EMPLOYEES AWARD AGREEMENT This Agreement, effective as of the Effective Date set forth on Attachment A, is between World Airways, Inc., a corporation organized under...Restricted Stock Award Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
amongCredit Agreement • April 4th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
Exhibit 10.23 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (hereinafter referred to as the "Agreement"), between World Airways, Inc., a Delaware corporation (hereinafter referred to as "World"),...Employment Agreement • August 13th, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Virginia
RECITALSPurchase Agreement • November 12th, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EXHIBIT 99.8 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED,...Warrant Agreement • January 21st, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EXHIBIT 10.10Intellectual Property Security Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 1999 • World Airways Inc /De/ • Air transportation, scheduled • Virginia
EXHIBIT 1.1 DEALER MANAGER AGREEMENTDealer Manager Agreement • July 23rd, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as the "Agreement"), between World Airways, Inc., a Delaware corporation (hereinafter referred to as "World" or "the Company") and Hollis L. Harris hereinafter referred to as...Employment Agreement • May 10th, 1999 • World Airways Inc /De/ • Air transportation, scheduled • Virginia
EXHIBIT 4.6 THIS WARRANT AGREEMENT is entered into as of August 24,1999 by and between International Lease Finance Corporation, a California corporation ("ILFC"), and World Airways, Inc., a Delaware corporation (the "Company"). In furtherance of that...Warrant Agreement • July 23rd, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EXHIBIT 99.6 EMPLOYMENT AGREEMENT This Employment Agreement between World Airways, Inc., a Delaware corporation ("World" or the "Company") and CHARLES P. MCDONALD ("McDonald") is entered into this 3RD day of MAY 2004. WHEREAS, MCDONALD has agreed to...Employment Agreement • August 13th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (hereinafter referred to as the "Agreement", between World Airways, Inc., a Delaware corporation (hereinafter referred to as "World" or "the Company") and Hollis...Employment Agreement • August 16th, 1999 • World Airways Inc /De/ • Air transportation, scheduled • Virginia
MADE BYMortgage and Security Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
EXHIBIT 10.29 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (hereinafter referred to as the "Agreement"), between World Airways, Inc., a Delaware corporation (hereinafter referred to as "World"),...Employment Agreement • March 29th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
AMENDMENT TWO TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled
EXHIBIT 10.4 TERMINATION AND RELEASE THIS TERMINATION AND RELEASE (this "RELEASE") is made and entered into effective as of the 27th day of April 2005, by and among DAN MCKINNON ("MCKINNON"), JANICE MCKINNON ("MRS. MCKINNON"), DAN MCKINNON, as Trustee...Termination and Release Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
EXHIBIT 99.5 FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FOURTH Amended and Restated Employment Agreement (hereinafter referred to as the "Agreement"), between World Airways, Inc., a Delaware corporation (hereinafter referred to as "World"),...Employment Agreement • August 13th, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
