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Dealer Manager Agreement
Dealer Manager Agreement (49K)
Doc #170133: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
July 23, 2003
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020-2302
Dear Sirs:
1. The Offer. World Airways, Inc., a Delaware corporation ("World
Airways" or the "Company"), proposes to make an exchange offer (hereinafter
referred to, together with any amendments, supplements or extensions thereof, as
the "Offer") to exchange up to $40.5 million aggregate principal amount of its
8% Convertible Senior Subordinated Debentures Due 2009 (the "Exchange
Debentures") for $40.5 million aggregate principal amount of the Company's
issued and outstanding 8% Convertible Senior Subordinated Debentures Due 2004
(the "Existing Debentures"), on the terms and subject to the conditions set
forth in the Offer Materials described in Section 4, copies of which have been
delivered to you.
2. Appointment as Dealer Manager. The Company hereby appoints you,
exclusively, and you hereby accept that appointment, as the Dealer Manager (the
"Dealer Manager") in connection with the Offer, and authorizes you to act as
such in connection with the Offer. As Dealer Manager, you agree, in accordance
with your customary practice and consistent with general industry standards, to
solicit tenders of Existing Debentures pursuant to the Offer, communicating
generally regarding the Offer with brokers, dealers, commercial banks and trust
companies and similar holders of the Existing Debentures. In such capacity, you
shall act as an independent contractor, and each of your duties arising out of
your engagement pursuant to this Agreement shall be owed solely to the Company.
The Company further authorizes you to communicate with Wachovia Bank,
N.A., in its capacity as exchange agent (the "Exchange Agent"), with respect to
matters relating to the Offer. The Company has instructed the Exchange Agent to
advise you at least daily as to the face amount of the Existing Debentures which
have been tendered pursuant to the Offer and as to such other matters in
connection with the Offer as you may request.
Notwithstanding the foregoing, nothing set forth in this Agreement
shall require you to continue to perform your obligations hereunder (i) for the
period of time during which any restraining, injunctive or other similar order
shall remain in effect with respect to the Offer or with respect to any of the
transactions in connection with, or contemplated by, the Offer or this Agreement
if, after consultation with the Company, in your good faith judgment, you
believe it is inadvisable for you to render your services as Dealer Manager
hereunder, or (ii) if your continuing so to act would, after consultation with
the Company, in your good faith judgment, violate any statute, regulation or
other law of the United States or any state or other jurisdiction thereof
applicable to the Offer.
1
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3. No Liability for Acts of Dealers, Banks and Trust Companies. You
shall have no liability to the Company or any other person for any losses,
claims, damages, liabilities and expenses, including but not limited to
attorneys' fees and expenses (each a "Loss" and collectively, the "Losses"),
arising from any act or omission on the part of any broker or dealer in
securities (a "Dealer"), bank or trust company, or any other person, and neither
you nor any of your affiliates shall be liable for any Losses arising from your
own acts or omissions in performing your obligations as Dealer Manager hereunder
or otherwise in connection with the Offer, except for any such Losses which are
finally judicially determined to have resulted primarily and directly from your
bad faith or gross negligence. In soliciting or obtaining tenders, no Dealer,
bank or trust company is to be deemed to be acting as your agent or the agent of
the Company or any of its affiliates, and you, as Dealer Manager, are not to be
deemed the agent of any Dealer, bank or trust company or the agent or fiduciary
of the Company or any of its affiliates, equity holders, creditors or of any
other person. You shall not be and shall not be deemed for any purpose to act as
a partner or joint venturer of or a member of a syndicate or group with the
Company or any of its affiliates in connection with the Offer, any exchange of
the Existing Debentures, or otherwise, and neither the Company nor any of its
affiliates shall be deemed to act as your agent. The Company shall have sole
authority for the acceptance or rejection of any and all tenders.
4. The Offer Materials. The Company agrees to furnish you, at its
expense, with as many copies as you may request of the transmittal letter to be
used in connection with the Offer (the "Transmittal Letter") and any of the
other Offer Materials (as hereinafter defined) as required. The definitive forms
of the registration statement on Form S-4 (the "Registration Statement") in
respect of the Exchange Debentures filed with the Securities and Exchange
Commission (the "Commission") (as it may be amended from time to time before it
becomes effective) and any post-effective amendment thereto and including all
exhibits thereto and all documents incorporated by reference into the prospectus
contained therein (the "Prospectus"), the Transmittal Letter, any schedule to be
filed in connection with the Offer and any other documents or materials
ancillary to any of the foregoing (including, without limitation, press
releases, advertisements and other communications), all statements and other
documents filed or to be filed with the Commission or any other federal, state,
local or foreign governmental or regulatory authorities or any court (each an
"Other Agency" and collectively, the "Other Agencies") and any amendments or
supplements to any such statements and documents, are hereinafter collectively
referred to as the "Offer Materials". You are authorized to use copies of the
Offer Materials in connection with the Offer. The Offer Materials have been or
will be prepared and approved by, and are the sole responsibility of, the
Company, which is also responsible for the distribution of the Offer Materials
to the holders of the Existing Debentures.
You hereby agree, as Dealer Manager, that you will not disseminate any
written material for tenders of the Existing Debentures pursuant to the Offer
other than the Offer Materials, and you agree that you will not make any
statements other than the statements that are set forth in the Offer Materials
or as otherwise authorized by the Company.
170133
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World Airways
As referenced in this Dealer Manager Agreement:
World Airways, – July 23, 2003
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020-2302
Dear Sirs:
1. The Offer. World Airways, Inc., a Delaware corporation ("World
Airways" or the "Company"), proposes to make an exchange offer (hereinafter
referred to, together with any amendments,
_____________
"World
Airways" – Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020-2302
Dear Sirs:
1. The Offer. World Airways, Inc., a Delaware corporation ("World
Airways" or the "Company"), proposes to make an exchange offer (hereinafter
referred to, together with any amendments, supplements or extensions thereof, as
the "
_____________
World Airways, – Avenue
New York, New York 10174
Telecopy No.: 212-704-6288
Attention: Martin Eric Weisberg, Esq.
b) if to the Company:
10
{PAGE}
World Airways, Inc.
HLH Building
101 World Drive
Peachtree City, GA 30269
Telecopy No.: 770-632-8048
Attention: Cindy Swinson
with a copy to:
_____________
WORLD AIRWAYS, – a copy of this Agreement so signed,
whereupon this Agreement and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
WORLD AIRWAYS, INC.
By: /s/ Gilbert M. Duarte, Jr.
------------------------------------------
Name: Gilbert M. Duarte, Jr.
Title: Chief Financial Officer
Accepted as of the
date first
_____________
dt 92009
;
 Wachovia Bank
As referenced in this Dealer Manager Agreement:
Wachovia Bank, – out of
your engagement pursuant to this Agreement shall be owed solely to the Company.
The Company further authorizes you to communicate with Wachovia Bank,
N.A., in its capacity as exchange agent (the "Exchange Agent"), with respect to
matters relating to the Offer. The Company has
_____________
dt 88846
;
 Jenkens
As referenced in this Dealer Manager Agreement:
Jenkens & Gilchrist – York 10020-2302
Telecopy No.: 212-218-3719
Attention: Mike Powell
with a copy to:
Jenkens & Gilchrist Parker Chapin LLP
405 Lexington Avenue
New York, New York 10174
Telecopy No.: 212-704-
dt 37530
;
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Powell Goldstein
As referenced in this Dealer Manager Agreement:
Powell, Goldstein – shall deliver to you an
opinion addressed to you and dated the date hereof of Powell, Goldstein , Frazer
& Murphy LLP, counsel to the Company, with respect to the matters set forth
Powell, Goldstein – City, GA 30269
Telecopy No.: 770-632-8048
Attention: Cindy Swinson
with a copy to:
Powell, Goldstein , Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, GA 30303
Telecopy
dt 33273
;
Morgan Joseph & Co. Inc.
|
| Preview
Full Doc
| 2003 |
Dealer Manager Agreement
Dealer Manager Agreement (50K)
Doc #876005: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
July 23, 2003
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020-2302
Dear Sirs:
1. The Offer. World Airways, Inc., a Delaware corporation ("World
Airways" or the "Company"), proposes to make an exchange offer (hereinafter
referred to, together with any amendments, supplements or extensions thereof, as
the "Offer") to exchange up to $40.5 million aggregate principal amount of its
8% . . .
876005
|
World Airways
As referenced in this Dealer Manager Agreement:
World Airways, Inc – EXHIBIT 1.1
DEALER MANAGER AGREEMENT
July 23, 2003
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020-2302
Dear Sirs:
1. The Offer. World Airways, Inc ., a Delaware corporation ("World
Airways" or the "Company"), proposes to make an exchange offer (hereinafter
referred to, together with any amendments, supplements or extensions thereof, as
the "Offer") to
_____________
World Airways, Inc – Parker Chapin LLP
405 Lexington Avenue
New York, New York 10174
Telecopy No.: 212-704-6288
Attention: Martin Eric Weisberg, Esq.
b) if to the Company:
10
<PAGE>
World Airways, Inc .
HLH Building
101 World Drive
Peachtree City, GA 30269
Telecopy No.: 770-632-8048
Attention: Cindy Swinson
with a copy to:
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree
_____________
WORLD AIRWAYS, INC – for that purpose and returning to us a copy of this Agreement so signed,
whereupon this Agreement and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
WORLD AIRWAYS, INC .
By: /s/ Gilbert M. Duarte, Jr.
------------------------------------------
Name: Gilbert M. Duarte, Jr.
Title: Chief Financial Officer
Accepted as of the
date first above written:
MORGAN JOSEPH & CO. INC.
By: /
_____________
dt 1333023
;
Wachovia Bank
As referenced in this Dealer Manager Agreement:
Wachovia Bank,
N.A. – contractor, and each of your duties arising out of
your engagement pursuant to this Agreement shall be owed solely to the Company.
The Company further authorizes you to communicate with Wachovia Bank,
N.A. , in its capacity as exchange agent (the "Exchange Agent"), with respect to
matters relating to the Offer. The Company has instructed the Exchange Agent to
advise you at least
_____________
dt 1385791
;
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Powell Goldstein
As referenced in this Dealer Manager Agreement:
Powell, Goldstein – agree to serve as the Dealer Manager.
9. Opinions of Company's Counsel. The Company shall deliver to you an
opinion addressed to you and dated the date hereof of Powell, Goldstein , Frazer
& Murphy LLP, counsel to the Company, with respect to the matters set forth in
Exhibit A.
10. Notification of Certain Events. The Company shall advise you
promptly
_____________
Powell, Goldstein – the Company:
10
<PAGE>
World Airways, Inc.
HLH Building
101 World Drive
Peachtree City, GA 30269
Telecopy No.: 770-632-8048
Attention: Cindy Swinson
with a copy to:
Powell, Goldstein , Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, GA 30303
Telecopy No.: 404-572-6999
Attention: Gabriel Dumitrescu, Esq.
15. Consent to Jurisdiction: Service of
_____________
dt 1507628
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