BNY FINANCIAL CORPORATION A WHOLLY OWNED SUBSIDIARY OF THE BANK OF NEW YORK NEW YORK'S FIRST BANK - FOUNDED 1784 BY ALEXANDER HAMILTON 1290 AVENUE OF THE AMERICAS, NEW YORK. N.Y. 10104 212-408-7000 March 25, 1999 World Airways, Inc. 13873 Park Center...World Airways Inc /De/ • March 29th, 2000 • Air transportation, scheduled
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
EXHIBIT 10.21 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
RECITALSRegistration Rights Agreement • January 21st, 2004 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
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
ARTICLE 1 FORMATIONLimited Liability Company Agreement • March 27th, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
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
RECITALSSecurity Agreement • April 4th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
WITNESSETH: ----------Stock Option Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
AMONG WORLD AIRWAYS, INC., AS BORROWER,Loan 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
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
RECITALSManagement Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
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
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
WITNESSETH: ----------Stock Option Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Georgia
amongCredit Agreement • April 4th, 2006 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
RECITALSPurchase Agreement • November 12th, 2003 • World Airways Inc /De/ • 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 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
EXHIBIT 10.10Intellectual Property Security Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
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
AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 1999 • World Airways Inc /De/ • Air transportation, scheduled • Virginia
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
MADE BYMortgage and Security Agreement • May 16th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • New York
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...Award Agreement • April 1st, 2002 • World Airways Inc /De/ • Air transportation, nonscheduled • Delaware
RECITALSWorld Air Holdings, Inc. • May 16th, 2005 • Air transportation, nonscheduled • California
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
EXHIBIT 1.1 DEALER MANAGER AGREEMENTDealer Manager Agreement • July 23rd, 2003 • World Airways Inc /De/ • Air transportation, nonscheduled • New York
EXHIBIT 10.13 WORLD AIR HOLDINGS, INC. EMPLOYMENT AGREEMENT This Employment Agreement between World Air Holdings, Inc., a Delaware corporation ("World" or the "Company") and MARK M. McMILLIN ("McMillin") is effective as of this 5TH day of MAY 2005....Employment Agreement • August 15th, 2005 • World Air Holdings, Inc. • Air transportation, nonscheduled • Georgia
