EXHIBIT 10.24
WORLD AIRWAYS PARTS COMPANY, LLC
LIMITED LIABILITY COMPANY AGREEMENT
WORLD AIRWAYS PARTS COMPANY, LLC
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is entered
into as of the 27th day of November, 2002, by World Airways, Inc., a Delaware
corporation (the "Member"), as the sole Member of World Airways Parts Company,
LLC (the "Company"), a limited liability company organized pursuant to the
provisions of the Delaware Limited Liability Company Act, Title 6,
Sections 18-101. et. seq., as amended from time to time (the "Act").
ARTICLE 1
FORMATION
SECTION 1.1 NAME.
The name of the limited liability company is World Airways Parts
Company, LLC and all business of the Company shall be conducted under that name
or under any other name approved by the Manager (as defined herein) upon thirty
(30) days prior written notice to the Member and to Foothill Capital Corporation
(the "Lender"), but in any case, only to the extent permitted by applicable law.
SECTION 1.2 REGISTERED AGENT AND OFFICE.
The Company's initial registered agent for service of process and
registered office shall be The Corporation Trust Company, Corporation Trust
Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Manager may, from
time to time, pursuant to the relevant provisions of the Act, change the
registered agent or office.
SECTION 1.3 BUSINESS PURPOSE.
The nature of the business to be conducted or promoted by the Company
and the sole purpose of the Company is to engage exclusively in the following
business and activities:
(a) to acquire as a capital contribution from, and to hold for
the benefit of, the Member, and to distribute to the Member, the rotable and
nonrotable parts inventory from time to time contributed to the Company by the
Member, and to facilitate the financing of loans from time to time made by the
Lender, or any successor lender, to the Member or the Company (each, a
"Financing"); and
(b) to engage in any lawful act or activity and to exercise any
powers granted limited liability companies under the Act that are incidental to
and necessary, suitable or convenient for the accomplishment of the purposes
specified in clause (a) above, including, without limitation, the execution of
all agreements and documents necessary or appropriate in connection with any
Financing.
SECTION 1.4 TERM.
The term of the Company shall be perpetual until dissolved in
accordance with this Agreement.
ARTICLE 2
MANAGEMENT
SECTION 2.1 MANAGEMENT.
(a) The management of the Company shall be vested in one or more
Managers. The Manager may at its discretion, delegate such powers and duties to
officers and employees of the Company as it deems fit.
(b) The Manager shall have authority to conduct all ordinary
business, as described in Section 1.3 of this Agreement, on behalf of the
Company, and may execute and deliver on behalf of the Company any contract,
conveyance, or similar document in furtherance of its business purpose;
provided, however, that without the consent of the Member, no Manager shall have
the authority to:
(i) do any act in contravention of this Agreement;
(ii) do any act which would make it impossible to carry
on the ordinary business of the Company;
(iii) confess a judgment against the Company;
(iv) merge or consolidate the Company with or into any
other entity or change or reorganize the Company
into any other legal form;
(v) file a voluntary petition in bankruptcy or for
reorganization or for adoption of an arrangement
under any state or federal bankruptcy laws;
(vi) execute or deliver any general assignment for the
benefit of creditors of the Company or permit the
entry of an order of relief against the Company
under any state or federal bankruptcy laws; or
(vii) sell or transfer all, or substantially all, of the
assets of the Company, other than distributions to
the Member or the granting of a security interest
in the assets of the Company in favor of the
Lender.
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SECTION 2.2 APPOINTMENT OF MANAGER.
The Member shall set the number of Managers and shall appoint the
Manager. The initial number of Managers is one (1) and the initial Manager is
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.
SECTION 2.3 RESIGNATION AND REMOVAL OF MANAGERS.
A Manager shall hold office until such Manager's successor is
appointed by the Member or until such Manager's earlier resignation, death,
dissolution or removal by the Member. A Manager may resign at any time upon
written notice to the Member, and a Manager may be removed with or without cause
by the Member.
ARTICLE 3
OFFICERS
The officers of the Company, if any, shall consist of such individuals
as may be appointed by the Manager, having the titles designated by the Manager.
Any two or more offices may be held by the same person. The salary of each
officer, if any, shall be set by the Manager. Each officer shall hold office
until such officer's successor is appointed by the Manager, or until such
officer's earlier resignation, death or removal by the Manager. An officer may
resign at any time upon written notice to the Company, and an officer may be
removed with or without cause by the Manager.
ARTICLE 4
MEMBER
SECTION 4.1 MEMBERSHIP UNITS.
All Membership interests in the Company (the "Units") shall be
represented by membership certificates. Each certificate issued hereunder shall
be in the form approved by the Member and must be signed by not less than one
Manager. In addition to any other information, restriction or legend, all
certificates must include the name of the person to whom the Units are issued
and the number and class of Units the certificate represents. No certificate
when issued shall cease to be valid by reason of any changes in the information
required or permitted to be stated on the certificate and, in the event of a
change in the capital structure of the Company, it shall not be necessary to
recall any previously-issued certificate for revision of the information placed
thereon. The membership certificates shall constitute "certificated securities"
for purposes of Article 8 and Article 9 of the Uniform Commercial Code as in
effect in the State of Delaware.
SECTION 4.2 AUTHORITY OF THE MEMBER.
The Member shall not, except in its capacity as a Manager or officer,
participate in the management or control of the Company's business, transact any
business for the Company, or have the power to act for or bind the Company.
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SECTION 4.3 RIGHTS OF THE MEMBER.
The Member shall have the following rights:
(a) the Member may elect to dissolve the Company;
(b) the Member may consent to any actions specifically
requiring its consent or approval pursuant to this Agreement or the Act; and
(c) the Member may take any other action specifically
authorized pursuant to this Agreement.
SECTION 4.4 CESSATION EVENT.
A Member shall not cease to be a Member solely upon the occurrence of
any one or more of the events provided in Section 18-304 of the Act.
ARTICLE 5
TITLE TO COMPANY PROPERTY
Legal title to all property owned by the Company shall be in the name
of the Company as an entity and, insofar as permitted by applicable law, the
Member shall not have an ownership interest in any Company property in its
individual name or right.
ARTICLE 6
INDEMNIFICATION AND LIABILITY
The Company may indemnify the Member, Managers and officers of the
Company to the fullest extent authorized pursuant to the Act, with the approval
or consent of the Member.
ARTICLE 7
SEPARATENESS/OPERATIONS MATTERS
The Company shall:
(a) maintain books and records and bank accounts separate from
those of any Member, to the extent required to be maintained;
(b) maintain its assets in such a manner that it is not costly
or difficult to segregate, identify or ascertain such assets;
(c) observe all customary organizational and operational
formalities;
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(d) conduct business in its own name and hold itself out to
creditors and the public as a legal entity separate and distinct from any other
entity;
(e) if necessary, prepare separate tax returns and separate
financial statements reflecting contributions of parts inventory or capital by,
and distributions of parts inventory or return of capital to, the Member; and
(f) not commingle its assets with those of the Member or any
subsidiary or affiliate of the Member.
ARTICLE 8
DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES
AND ADDITIONAL MEMBERS
SECTION 8.1 DISPOSITION.
The Units in the Company are transferable either voluntarily or by
operation of law. The Member may dispose of all or a portion of its Units and
may pledge its Units to the Lender. Notwithstanding any provision of the Act to
the contrary and at the discretion of the transferring Member, the transferee of
the Member's interest in the Company may be admitted as a Member upon the
completion of the transfer without further action; provided that, if such
transfer results in more than one Member, the provisions of this Agreement shall
terminate and the Company shall be governed by the Act (until such time as the
Members enter into a new Limited Liability Company Agreement).
SECTION 8.2 ADMISSION OF ADDITIONAL MEMBERS.
The Member may admit additional Members and determine the capital
contribution associated therewith, and thereafter, the provisions of this
Agreement shall terminate and the Company shall be governed by the Act (until
such time as the Members enter into a new Limited Liability Company Agreement).
ARTICLE 9
DISSOLUTION
Except as otherwise provided in this Article, the Company shall be
dissolved only upon election by the Member or in the event of a judicial
dissolution as contemplated under Section 18-801(5) of the Act. Dissolution of
the Company shall be effective on the date designated by the Member in the event
of dissolution by election of the Member.
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ARTICLE 10
WINDING UP
(a) Upon dissolution, the Company shall cease carrying on, as
distinguished from the winding up of the Company business, but the Company is
not terminated, but continues until the winding up of the affairs of the Company
is completed and the certificate of cancellation has been filed with the
Delaware Secretary of State.
(b) Upon the winding up of the Company, the Company property
shall be distributed:
(i) to creditors, including the Member if it is a
creditor, to the extent permitted by law, in
satisfaction of Company liabilities; and
(ii) thereafter, to the Member. Such distributions
shall be in cash, property other than cash, or
partly in both, as determined by the Manager.
ARTICLE 11
GENERAL PROVISIONS
SECTION 11.1 HEADINGS.
The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision hereof.
SECTION 11.2 GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
SECTION 11.3 SEVERABILITY.
In the event any provision of this Agreement is held to be illegal,
invalid or unenforceable to any extent, the legality, validity and
enforceability of the remainder of this Agreement shall not be affected thereby
and shall remain in full force and effect and shall be enforced to the greatest
extent permitted by law.
SECTION 11.4 WAIVERS.
No waiver of any breach or default hereunder shall be considered valid
unless in writing, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.
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SECTION 11.5 AGREEMENT; EFFECT OF INCONSISTENCIES WITH ACT.
This Agreement shall govern the existence and organization of the
Company, and except to the extent a provision of this Agreement is expressly
prohibited or ineffective under the Act, this Agreement shall govern, even when
inconsistent with, or different than, the provisions of the Act or any other law
or rule.
SECTION 11.6 AMENDMENTS.
This Agreement and the Certificate of Formation may be amended only
with the approval of the Member.
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IN WITNESS WHEREOF, the sole Member has executed this Agreement
effective as of the date first written above.
MEMBER:
World Airways, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Chief Financial Officer
Agreement of Manager made effective as of the 27th day of November,
2002. The undersigned Manager hereby agrees to be the Manager of the Company
pursuant to the Limited Liability Company Agreement and hereby agrees to abide
by the provisions of the Limited Liability Company Agreement and the Act, to the
extent applicable, as they relate to the activities of the Manager and the
operation of the Company.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager
