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Document Preview Dealer Manager Agreement |
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Title: |
Dealer Manager Agreement |
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Entities: |
Wachovia Bank, NA; World Airways, Inc.; Powell, Goldstein, Frazer & Murphy LLP |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 50KB total |
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Price: |
$48 |
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ID: |
#876005 |
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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
<PAGE>
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
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