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Stock Pledge Agreement
Stock Pledge Agreement (27K)
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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 CORPORATION, a
California corporation, as administrative agent for the Lender Group (as defined
in the Loan Agreement (as defined below)) (the "Agent").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan and Security Agreement of even
date herewith (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement"), by and among the Pledgor and World Airways
Parts Company, LLC, a Delaware limited liability company, as borrowers (the
"Borrowers" and each a "Borrower"), the Agent, and the lenders identified on the
signature pages thereof (such lenders, together with their respective successors
and assigns, are hereinafter referred to, collectively, as the "Lenders" and
each, a "Lender"), the Lenders have agreed to make certain loans and other
financial accommodations to the Borrowers from time to time pursuant to the
terms and conditions thereof; and
WHEREAS, it is a condition precedent to the extension of credit under
the Loan Agreement that the Pledgor shall have granted the security interest
contemplated by this Agreement; and
WHEREAS, to secure the full and prompt payment or performance (as
applicable) of all covenants, agreements and liabilities of the Pledgor under
the Loan Documents (as defined in the Loan Agreement) and all now existing or
hereafter arising Obligations (as defined in the Loan Agreement), the Pledgor
has agreed to pledge to the Agent the Stock (as defined in the Loan Agreement)
owned by the Pledgor (collectively, the "Pledged Interests") in each of the
entities listed on Schedule 1 attached hereto (collectively, the "Pledged
Companies" and, individually, each a "Pledged Company");
NOW, THEREFORE, for and in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that capitalized terms used herein
without definition shall have the meanings ascribed to such terms in the Loan
Agreement, and further agree as follows:
1. Warranty. The Pledgor hereby represents and warrants to the Agent
that (i) except for the security interest created hereby and in the other Loan
Documents, the Pledgor owns the Pledged Interests indicated on Schedule 1 as
being owned by it, which Pledged Interests constitute the percentage of the
issued and outstanding Stock set forth on Schedule 1 attached hereto with
respect to each of the Pledged Companies identified thereon, free and clear of
all Liens; (ii) all of the Pledged Interests are duly authorized, validly
issued, fully paid and nonassessable; (iii) the Pledgor has the unencumbered
right and power to pledge the Pledged Collateral (as defined below); and (iv)
all actions necessary to perfect, establish the first priority of, or otherwise
protect the security interest of the Agent in the Pledged Collateral, and any
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proceeds thereof, have been duly taken, except for the taking of possession by
the Agent of any certificates constituting Pledged Collateral hereunder that are
acquired by the Pledgor after the date hereof. Additionally, the Pledgor hereby
represents and warrants to the Agent that this Agreement has been duly executed
and delivered by the Pledgor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
enforcement may be limited by equitable principles, or by an Insolvency
Proceeding.
2. Security Interest. As security for the full and prompt payment and
performance of the Obligations now or hereafter existing, the Pledgor hereby
unconditionally pledges, transfers, conveys, hypothecates, grants and assigns to
the Agent, for the benefit of the Lender Group, a continuing security interest
in and security title to all of the following property now owned or at any time
hereafter acquired by the Pledgor or in which the Pledgor now has, or may
acquire in the future, any right, title or interest thereto (collectively, the
"Pledged Collateral"):
(a) the Pledged Interests and all substitutions therefor and
replacements thereof, all proceeds and products thereof and all rights
relating thereto, including, without limitation, the certificates
representing any of the Pledged Interests, all warrants, options, share
appreciation rights and other rights, contractual or otherwise, in respect
thereof and all dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in
addition to, in substitution of, on account of, or in exchange for, any or
all of the Pledged Interests, whether now owned or hereafter acquired by
the Pledgor;
(b) all of the Pledgor's rights, powers and remedies (but not
the Pledgor's obligations) under the limited liability company operating
agreements of the Pledged Companies that are limited liability companies
(collectively, the "Operating Agreements") and under the partnership
agreements of the Pledged Companies that are general or limited
partnerships (collectively, the "Partnership Agreements"), as applicable;
and
(c) to the extent not otherwise included, all proceeds of any
and all of the foregoing.
Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts that constitute part of the Obligations and
would be owed by the Pledgor to the Agent or the Lenders but for the fact that
they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving the Pledgor. The Pledgor has delivered to and deposited
with the Agent all certificates owned by the Pledgor representing the Pledged
Interests to the extent such Pledged Interests are represented by certificates
and undated powers endorsed in blank with respect to such certificates. In
addition, the Pledgor has delivered to the Agent all of the Uniform Commercial
Code financing statements, in suitable form for recording, with respect to all
of the Pledged Collateral that is not represented by certificates that are
necessary to perfect the security interest granted to the Agent under this
Agreement in such Pledged Collateral or the Pledgor has authorized the Agent to
prepare and file such Uniform Commercial Code financing statements. It is the
intention of the parties hereto that record and beneficial ownership of the
Pledged Collateral, including, without limitation, all voting,
183764
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World Airways
As referenced in this Stock Pledge Agreement:
WORLD AIRWAYS, – 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 CORPORATION, a
California corporation, as administrative agent for the Lender Group (
_____________
World Airways
– even
date herewith (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement"), by and among the Pledgor and World Airways
Parts Company, LLC, a Delaware limited liability company, as borrowers (the
"Borrowers" and each a "Borrower"), the Agent, and the lenders identified
_____________
WORLD AIRWAYS, – parties hereto have executed this
Agreement by and through their duly authorized officers, as of the day and year
first above written.
PLEDGOR: WORLD AIRWAYS, INC., a
Delaware corporation
By: /s/ Gilberto M. Duarte, Jr.
--------------------------------
Name: Gilberto M. Duarte, Jr.
---------------------------
Title: Chief Financial Officer
--------------------------
AGENT: FOOTHILL CAPITAL
_____________
World Airways – Shares/ Class of Pledged Percentage of Certificate
Name of Pledged Company Membership Units Interests Class Owned No(s).
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{S} {C} {C} {C} {C}
World Airways Parts Company, LLC, N/A Membership 100% 1
a Delaware limited liability Interests
company
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{/TABLE}
{PAGE}
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the
_____________
World Airways, – Company, LLC, N/A Membership 100% 1
a Delaware limited liability Interests
company
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{/TABLE}
{PAGE}
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned, World Airways, Inc., a Delaware
corporation (hereinafter referred to as the "Assignor"), has fully and
irrevocably granted, assigned and transferred and hereby does fully
_____________
dt 92010
;
| Foothill Capital Corporation
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