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Warrant Agreement
Warrant Agreement (69K)
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THIS WARRANT AGREEMENT is entered into as of August 24,1999 by and
between International Lease Finance Corporation, a California corporation
("ILFC"), and World Airways, Inc., a Delaware corporation (the "Company").
In furtherance of that certain Amendment #4 to the Aircraft Agreement
between ILFC and the Company dated as of September 30, 1992, as amended (the
"Aircraft Lease Agreement"), the Company agrees to grant ILFC warrants (the
"Warrants") to purchase 1,000,000 shares of the Company's common stock, par
value $.001 per share ("Common Stock"), on the terms and conditions stated
herein. Each Warrant shall entitle the Holder thereof to purchase upon the
exercise thereof one share of the Company's Common Stock; provided, however that
such number of shares may be adjusted from time to time pursuant to Section 9
below (the shares of Common Stock issuable upon exercise of the Warrants being
referred to herein as "Warrant Shares").
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein and for other good and valuable consideration, the parties
hereto agree as follows:
1. ISSUANCE AND EXERCISABILITY OF WARRANTS: FORM OF WARRANT
CERTIFICATES. ILFC is hereby granted 1,000,000 Warrants, which Warrants will be
exercisable as of the date hereof through the Expiration Date as hereinafter
defined, at a purchase price of $.01 for the warrant on each share totaling
$10,000.00. The Company will issue and deliver to ILFC a warrant certificate or
warrant certificates (individually a "Warrant Certificate" and collectively the
"Warrant Certificates") for the 1,000,000 warrants, promptly upon payment of the
$10,000.00 purchase price. The text of the Warrant Certificate shall be
substantially as set forth in Exhibit A hereto. The form of election to purchase
shares shall be substantially as set forth in Exhibit B hereto.
2. WARRANT REGISTER. The Warrant Certificates shall be numbered
and shall be registered in a Warrant Register as they are issued. The Company
shall be entitled to treat the registered holder of any Warrant Certificate on
the Warrant Register (the "Holder") as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrant Certificates which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer, or
with knowledge of such facts that its participation therein amounts to bad
faith. The Warrant Certificates to be issued to ILFC hereunder shall be
registered initially in the name of "International Lease Finance Corporation."
3. EXCHANGE OF WARRANT CERTIFICATE. Subject to any restriction
upon transfer set forth in this Warrant Agreement, each Warrant Certificate may
be exchanged for another Warrant Certificate or Warrant Certificates of like
tenor and representing in the aggregate a like number of Warrants. Any Holder
desiring to exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company, and shall surrender,
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World Airways
As referenced in this Warrant Agreement:
World Airways, – THIS WARRANT AGREEMENT is entered into as of August 24,1999 by and
between International Lease Finance Corporation, a California corporation
("ILFC"), and World Airways, Inc., a Delaware corporation (the "Company").
In furtherance of that certain Amendment #4 to the Aircraft Agreement
between ILFC and the Company
_____________
World Airways, – the Company shall
be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed as follows:
If to the Company:
World Airways, Inc.
13873 Park Center Road, Suite 490
Herndon, Virginia 20171
Attention: President and Chief Operating Officer
Fax No.: 703-834-9420
If
_____________
WORLD AIRWAYS, – forum.
IN WITNESS WHEREOF, the parties hereto have caused this Warrant
Agreement to be duly executed on the date first set forth above.
WORLD AIRWAYS, INC.
By: /s/ Hollis Harris
------------------------------------------
Title: Chairman and CEO
---------------------------------------
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ John L. Plueger
------------------------------------------
Title: Executive Vice President
_____________
WORLD AIRWAYS, – RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
NO. WARRANTS
----- ----------
VOID AFTER 5:00 PM WASHINGTON, DC TIME
August __, 2004
WORLD AIRWAYS, INC.
Warrant Certificate
THIS CERTIFIES THAT for value received, ____________ the registered
holder hereof or registered assigns (the "Holder"), is the owner
_____________
World Airways, – on August
___, 2004, one fully paid and nonassessable share of the common stock (the
"Common Stock"), $.001 par value per share, of World Airways, Inc. (the
"Company"), as such number of shares may be adjusted pursuant to the Warrant
Agreement referred to below at the purchase
_____________
dt 92008
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| International Lease Finance Corporation
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