EXHIBIT 10.26
MASTER ASSIGNMENT OF INVENTORY
THIS MASTER ASSIGNMENT OF INVENTORY "Assignment") is made and entered into
as of the 12 day of December, 2002, by World Airways, Inc., a Delaware
corporation ("World"), to and in favor of World Airways Parts Company, LLC, a
Delaware limited liability company ("Parts").
R E C I T A L S:
A. Parts was formed as a wholly-owned limited liability company of World
for the purpose of facilitating the financing under a certain credit facility
for the benefit of World and Parts pursuant to the Loan and Security Agreement
dated as of December 12, 2002 (as further amended and supplemented from time to
time, the "Loan Agreement"), among World, Parts, the lenders party thereto, and
Foothill Capital Corporation, as agent ("FCC").
B. World desires to contribute to the capital of Parts certain inventory
from time to time acquired by World and to receive distributions from Parts of
certain inventory required by World to be used or disposed of in connection with
the conduct of its business.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, World and Parts hereby agree as follows:
1. Contributions of Inventory. World hereby agrees to transfer, convey
and assign to Parts, as a contribution to the capital of Parts, all of World's
right, title and interest in and to all parts inventory of World (the "Assigned
Parts") from time to time identified on and by reference to the Ultramain
inventory tracking system maintained by World and the reports generated
thereunder (each a "Report" and collectively the "Reports"), other than Excluded
Parts (as defined below). As used herein, "Excluded Parts" shall mean parts
inventory that has been deployed by World for use or disposition in connection
with operation of World's fleet of aircraft.
2. Timing of Contributions.
(a) Initial Transfer. On and effective as of the date of this
Assignment, all Assigned Parts are hereby transferred, assigned and conveyed to
Parts as a capital contribution at the date hereof, without any further formal
or other instrument of assignment or transfer or any further action by any
person.
(b) Subsequent Contributions. From time to time after the date
hereof, all Assigned Parts shall be deemed transferred, assigned and conveyed to
Parts upon the entry thereof on the Ultramain inventory tracking system, and if
World shall prepare and distribute a Report to Parts and FCC, the Assigned Parts
as of that date listed on such Report shall be deemed owned by Parts, without
the necessity of any formal or other instrument of assignment or
conveyance and without further action by any person.
3. Title. Effective immediately upon the contribution of any Assigned
Parts by World to Parts as provided herein, title to such parts inventory shall
ceased to be vested in World and shall thereupon be vested in Parts, and Parts
shall for all purposes hereunder be deemed the owner of the Assigned Parts
reflected on the applicable Report.
4. Value of Parts Inventory. The value of the Assigned Parts owned by
Parts at any date shall be determined by reference to the applicable appraisal
report prepared and distributed to World and FCC by the Designated Appraiser (as
defined in the Loan Agreement).
5. Distributions by Parts. From and after the date hereof, Parts shall be
deemed to have distributed to World as a return of capital, the Assigned Parts
as of any date, to the extent that World has deployed the Assigned Parts in
connection with its operations of its aircraft fleet or otherwise disposed of
the Assigned Parts to a third party. Such distribution shall be deemed to have
occurred without the necessity of any formal or other instrument of assignment
or conveyance and without further action by any person. From and after the date
of distribution by Parts of any Assigned Parts to World, all right, title and
interest of Parts in and to such inventory shall terminate, and title to such
Assigned Parts shall vest once again in World.
6. Miscellaneous.
(a) This Assignment shall be governed by and interpreted under the
laws of the State of Georgia, without regard to its conflicts of law provisions.
(b) This Assignment may be executed in two or more counterparts,
each such counterpart constituting an original hereof and all of which when
taken together shall constitute but one agreement.
(c) The provisions of this Assignment are severable, and if any part
of this Assignment is found by a court of law to be unenforceable, the remainder
of the Assignment will continue to be valid and effective.
(d) This Assignment, together with the other agreements executed in
connection with the Loan Agreement, supersedes all previous discussions,
negotiations and communications and constitute the entire agreement between the
parties with respect to the subject matter hereof and shall not in any manner be
supplemented, amended or modified except by a written instrument executed on
behalf of the parties by their duly authorized representatives and executed on
or after the date hereof.
(e) Time is of the essence.
(f) FCC is an intended third-party beneficiary of this Assignment.
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IN WITNESS WHEREOF, the undersigned have caused this Assignment to be duly
executed and delivered and dated as of the date first above written.
WORLD AIRWAYS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer
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WORLD AIRWAYS PARTS COMPANY, LLC
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: Manager
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