QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
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, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
JOINDER TO AND MODIFICATION OF MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
THIS JOINDER TO AND MODIFICATION OF MORTGAGE AND SECURITY AGREEMENT (this "Joinder"), dated as of January 10, 2005, is made and entered into by and among WORLD AIR HOLDINGS, INC., a Delaware corporation ("Holdings"), WORLD AIRWAYS, INC., a Delaware corporation (the "Company"), WORLD AIRWAYS PARTS COMPANY, LLC, a Delaware limited liability company ("Parts LLC" and together with the Company, the "Grantors"), and CITIBANK, N.A., as Collateral Agent (the "Collateral Agent"). Holdings, the Company, Parts LLC, and the Collateral Agent are sometimes herein individually referred to as a "Party" and, collectively, as the "Parties." Capitalized terms used herein but not defined or limited in this Joinder shall have the respective meanings ascribed to such terms in the Security Agreement (as defined below).
JOINDER TO LOAN AGREEMENTJoinder to Loan Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
THIS JOINDER TO LOAN AGREEMENT, dated as of January 10, 2005 (this "Joinder"), is made and entered into by World Air Holdings, Inc., a Delaware corporation (the "Parent"), to supplement that certain Loan Agreement, dated as of December 30, 2003 (as the same may be amended, restated or supplemented or otherwise modified from time to time, the "Loan Agreement"), by and among World Airways, Inc., a Delaware corporation, as Borrower, Govco Incorporated as Primary Tranche A Lender, Citibank, N.A. as Alternate Tranche A Lender, Collateral Agent and Agent, Citicorp North America, Inc. as Govco Administrative Agent, Citicorp USA, Inc. as Tranche B Lender, Phoenix American Financial Services, Inc. as Loan Administrator and the Air Transportation Stabilization Board (the "Board").
IRREVOCABLE STOCK POWERIrrevocable Stock Power • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled
FOR VALUE RECEIVED, the undersigned, World Air Holdings, Inc., a Delaware corporation (hereinafter referred to as the "Assignor"), has fully and irrevocably granted, assigned and transferred, and hereby does fully and irrevocably grant, assign and transfer, to and the successors, transferees, assigns and personal representatives thereof (hereinafter collectively referred to as the "Assignee") the following property:
WAIVER TO LOAN AGREEMENTWaiver to Loan Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
THIS WAIVER TO LOAN AGREEMENT, dated as of January 10, 2005 (this "Waiver"), is made and entered into by and between World Airways, Inc., a Delaware corporation (the "Borrower"), and the Air Transportation Stabilization Board (the "Board"). The Borrower, Govco Incorporated as Primary Tranche A Lender, Citibank, N.A. as Alternate Tranche A Lender, Collateral Agent and Agent, Citicorp North America, Inc. as Govco Administrative Agent, Citicorp USA, Inc. as Tranche B Lender, Phoenix American Financial Services, Inc. as Loan Administrator, and the Board are parties to that certain $30,000,000 Loan Agreement, dated as of December 30, 2003 (as the same may be amended, restated or supplemented or otherwise modified from time to time, the "Loan Agreement"). The Borrower and the Board are sometimes herein individually referred to as a "Party" and, collectively, as the "Parties."
IRREVOCABLE STOCK POWERIrrevocable Stock Power • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled
FOR VALUE RECEIVED, the undersigned, World Air Holdings, Inc., a Delaware corporation (hereinafter referred to as the "Assignor"), has fully and irrevocably granted, assigned and transferred and hereby does fully and irrevocably grant, assign and transfer to and the successors, transferees, assigns and personal representatives thereof (hereinafter collectively referred to as the "Assignee") the following property:
TRANSFER AGREEMENTTransfer Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
THIS TRANSFER AGREEMENT (this "Agreement"), dated as of January 10, 2005, is made and entered into by and between World Air Holdings, Inc., a Delaware corporation ("Holdings"), and World Airways, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the "Company"). Holdings and the Company are sometimes herein individually referred to as a "Party" and, collectively, as the "Parties."
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
THIS JOINDER TO REGISTRATION RIGHTS AGREEMENT, dated as of January 10, 2005 (this "Joinder"), is made and entered into by and among WORLD AIR HOLDINGS, INC., a Delaware corporation ("Holdings"), WORLD AIRWAYS, INC., a Delaware corporation (the "Company"), and the AIR TRANSPORTATION STABILIZATION BOARD (the "ATSB"). Holdings, the Company, and the ATSB are sometimes herein individually referred to as a "Party" and, collectively, as the "Parties." Capitalized terms used herein but not defined or limited in this Joinder shall have the respective meanings ascribed to such terms in the Registration Rights Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG WORLD AIRWAYS, INC., WORLD AIR HOLDINGS, INC. AND WORLD MERGER SUBSIDIARY, INC. Dated as of January 10, 2005Merger Agreement • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
PARENT GUARANTEEParent Guarantee • January 10th, 2005 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
THIS PARENT GUARANTEE, dated as of January 10, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Parent Guarantee"), is made and entered into by World Air Holdings, Inc., a Delaware corporation (the "Parent Guarantor"), in favor of the Guaranteed Parties (as defined below).
