AGREEMENT AND PLAN OF MERGER between GLOBAL AERO LOGISTICS INC. (“Parent”)Agreement and Plan of Merger • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated April 5, 2007, between Global Aero Logistics Inc., a Delaware corporation (“Parent”), Hugo Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and World Air Holdings, Inc., a Delaware corporation (the “Company”).
SEVERANCE AGREEMENTSeverance Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled
MORTGAGE AND SECURITY AGREEMENT Dated as of August 14, 2007 between ATA AIRLINES, INC. and JPMORGAN CHASE BANK, N.A., as Administrative Agent in respect of TWO (2) L1011-500 (385-3) AIRCRAFT 1. Manufacturer’s Serial No. 1238, FAA Registration No....Mortgage and Security Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled
This MORTGAGE AND SECURITY AGREEMENT, dated as of August 14, 2007, between ATA AIRLINES, INC., an Indiana corporation (together with its successors and permitted assigns, the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association formed under the federal laws of the United States of America, as Administrative Agent for the benefit of the Lenders and the other Secured Parties (together with its permitted successors and assigns, the “Administrative Agent”);
GUARANTEE AND COLLATERAL AGREEMENT made by GLOBAL AERO LOGISTICS INC., NEW ATA INVESTMENT INC., NEW ATA ACQUISITION INC. and THE GUARANTORS IDENTIFIED HEREIN in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of August 14, 2007Guarantee and Collateral Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 14, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • New York
FIRST AMENDMENT AND WAIVER, dated as of December 10, 2007 (this “First Amendment and Waiver”), to the Term Loan Agreement, dated as of August 14, 2007 (the “Term Loan Agreement”), among New ATA Acquisition Inc., a Delaware corporation (the “Company”), the several lenders from time to time parties thereto (the “Lenders”), Jefferies Finance LLC, as documentation agent, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled
MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1Mortgage and Security • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled
WHEREAS, the Mortgage and Security Agreement, dated as of August 14, 2007, (the “Mortgage”), between the Company and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), provides for the execution and delivery of supplements thereto substantially in the form hereof that shall particularly describe the Aircraft (such term and other defined terms in the Mortgage being used herein with the same meanings), and shall specifically grant a security interest in the Aircraft to the Administrative Agent; and
MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO 1Mortgage and Security Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled
WHEREAS, the Mortgage and Security Agreement, dated as of August 14, 2007, (the “Mortgage”), between the Company and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), provides for the execution and delivery of supplements thereto substantially in the form hereof that shall particularly describe the Aircraft (such term and other defined terms in the Mortgage being used herein with the same meanings), and shall specifically grant a security interest in the Aircraft to the Administrative Agent; and
BRIDGE AND PURCHASE AGREEMENTBridge and Purchase Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • New York
This Bridge and Purchase Agreement (the “Agreement”), dated as of August 14, 2007, is entered into by and among Global Aero Logistics Inc. (formerly known as New ATA Holdings, Inc.) (the “Company”) and MatlinPatterson ATA Holdings LLC (including its successors and assigns, the “Investor”).
ContractGlobal Aero Logistics Inc. • January 9th, 2008 • Air transportation, scheduled • Delaware
AMENDMENT NO. 1, dated as of June 30, 2007 (the “Amendment”), to the Agreement and Plan of Merger, dated as of April 5, 2007 (as amended, supplemented or otherwise modified and in effect from time to time, the “Agreement”), between Global Aero Logistics Inc., a Delaware corporation (“Parent”), Hugo Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and World Air Holdings, Inc., a Delaware corporation (the “Company”).
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, 2005Agreement and Plan of Merger • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • Delaware
WARRANT AGREEMENT Dated as of August 14, 2007 between GLOBAL AERO LOGISTICS INC. and JP MORGAN CHASE BANK, N.A as the Warrant AgentWarrant Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • New York
The undersigned hereby acknowledges receipt of Warrants at an exercise price per Warrant (subject to adjustment) of $0.01 to acquire shares of Common Stock of Global Aero Logistics Inc., on the terms and conditions specified in the Warrant Certificate and the Warrant Agreement therein referred (a “Holder”).
TERM LOAN AGREEMENTTerm Loan Agreement • January 9th, 2008 • Global Aero Logistics Inc. • Air transportation, scheduled • New York
TERM LOAN AGREEMENT, dated as of August 14, 2007, among NEW ATA ACQUISITION INC., a Delaware corporation (the “Company”), the several lenders from time to time parties hereto (collectively, the “Lenders”; individually, a “Lender”), JEFFERIES FINANCE LLC, as documentation agent (in such capacity, the “Documentation Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
