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EXECUTION COPY
COMMON STOCK PURCHASE AGREEMENT
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This Common Stock Purchase Agreement (the "Agreement") is made as of
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July 21, 2000, by and among WLR Recovery Fund L.P., a Delaware limited
partnership (the "Seller"), and the individuals listed on the signature page of
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this Agreement (collectively, the "Harris Group").
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NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Purchase and Sale of Common Stock.
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1.1 Sale and Issuance of Common Stock. Subject to the terms and
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conditions of this Agreement, the Harris Group agrees to purchase at the Closing
(as defined below), and Seller agrees to sell to the Harris Group at the
Closing, an aggregate of 702,922 shares (the "Shares") of World Airways Inc.
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("Airways") common stock (the "Common Stock") for a purchase price equal to $.50
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per share (the "Purchase Price"). Subject to the provisions of Sections 1.2 and
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1.3 hereof, the Shares shall be allocated among the members of the Harris Group
as set forth on Schedules A and B attached hereto, as the same may be amended
from time to time by agreement of the parties.
1.2 Hollis Harris Backstop. Hollis Harris shall purchase at the
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Closing any Shares not actually purchased by another member of the Harris Group,
so that at Closing tender of the full Purchase Price will be made for all
Shares.
1.3 Closing. The purchase and sale of the Shares (the "Closing")
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shall take place at a mutually agreeable place and time on a date (the "Closing
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Date") specified in a notice (the "Closing Notice") given by Seller to the
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Harris Group, which date shall not be sooner than five business days nor later
than ten business days after the date of the giving of such notice. Seller
agrees to give the Closing Notice not later than two business days after receipt
by Seller of either certificates representing the Shares or confirmation of the
crediting of the Shares to its brokerage account, in either case following the
distribution (the "Airways Distribution") by WorldCorp, Inc. and WorldCorp
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Acquisition Corporation (collectively, the "Debtors") of the shares of Common
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Stock owned by the Debtors pursuant to the First Amended Joint Liquidating Plan
of Reorganization of the Debtors which was confirmed by the United States
Bankruptcy Court for the District of Delaware by Order of the Court dated May
23, 2000. At the Closing, Seller shall (i) deliver to the members of the Harris
Group whose names appear on Schedule A hereto a certificate representing the
aggregate number of Shares being purchased by such members, along with duly
executed stock powers, and (ii) give irrevocable transfer instructions to
Seller's broker for the electronic transfer to the respective brokerage accounts
of the members of the Harris Group whose names appear on Schedule B hereto of
the Shares purchased by such
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members, in each case against Seller's receipt of the Purchase Price in
immediately available funds by certified check or by wire transfer to Seller's
bank account specified in the Closing Notice.
2. Representations and Warranties of Seller. Seller hereby represents and
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warrants to the Harris Group as follows:
2.1 Organization Good Standing and Qualification. Seller is a
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limited partnership duly organized and validly existing under the laws of the
jurisdiction of its organization as specified in the preamble. Seller has the
requisite partnership power and authority to execute, deliver and perform its
obligations under this Agreement.
2.2 Common Stock Ownership. Seller beneficially owns $26.382 million
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principal amount of 7% Convertible Subordinated Debentures due 2004
("Debentures") of WorldCorp, Inc. and has been advised that it will receive a
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total of 762,922 shares of Airways Common Stock pursuant to the Airways
Distribution by the Debtors. Seller is not a party or subject to any agreement
or understanding, and, to the best of Seller's knowledge, there is no agreement
or understanding between any persons and/or entities, which affects or relates
to the voting or giving of written consents with respect to the Shares. Subject
to the receipt by Seller of the Shares pursuant to the Airways Distribution,
Seller will own the Shares free and clear of any encumbrances, liens or security
interests.
2.3 Authorization. All partnership action on the part of Seller,
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necessary for the authorization, execution and delivery of this Agreement, and
the performance of all obligations of Seller hereunder has been taken, and this
Agreement constitutes valid and legally binding obligations of Seller,
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors' rights and remedies or by other equitable principles of general
application.
2.4 Valid Issuance and Transfer of Shares. The Shares, when sold and
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delivered in accordance with the terms of this Agreement for the Purchase Price
expressed herein, will be free and clear of all liens, claims, encumbrances and
restrictions on transfer other than those created by the Harris Group or members
thereof or arising under applicable law.
2.5 Governmental and Third Party Consents. No consent, approval,
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order or authorization of, or registration, qualification, designation,
declaration or filing with, any governmental authority or any other person is
required by Seller in connection with the consummation of the transactions
contemplated by this Agreement.
2.6 Finders and Brokers. Seller is not a party to or in any way
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obligated under any contract or agreement, nor is there any outstanding claim
against Seller for the payment of
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any broker's, finder's, or agent's fee or commission in connection with the
origination, negotiation, execution, or performance of this Agreement.
2.7 Offering. Subject in part to the truth and accuracy of the
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Harris Group's representations set forth in Section 3 of this Agreement, the
sale of the Shares as contemplated by this Agreement is exempt from the
registration requirements of the Securities Act of 1933, as amended, and neither
Seller nor any authorized agent acting on behalf of Seller will take any action
hereafter that would cause the loss of such exemption.
3. Representations and Warranties of the Harris Group. The members of the
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Harris Group, jointly and severally, hereby represent and warrant to Seller
that:
3.1 Authorization. All actions necessary for the authorization,
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execution and delivery of this Agreement by the members of the Harris Group, and
the performance of all obligations of the Harris Group hereunder, have been
taken and this Agreement constitutes valid and legally binding obligations of
the members of the Harris Group, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.
3.2 Purchase Entirely for Own Account. The Shares to be acquired by
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each member of the Harris Group will be acquired for investment for such
member's own account (or for accounts over which such member exercises
investment authority), not as a nominee or agent, and not with a view to the
public resale or distribution of any part thereof in violation of any securities
law, subject, however, to the disposition of such member's property being at all
times within his or her control, and that such member shall not sell or grant
any participation in, or otherwise distribute the same in violation of any
securities laws. No member of the Harris Group presently has any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Shares.
3.3 Access to and Disclosure of Information. The Harris Group
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acknowledges that its beneficial owners include Airways' Chairman and Chief
Executive Officer, and certain members of the Airways Board of Directors and of
Airways' senior management. As a result, the members of the Harris Group have
full access to all relevant information about the business, management,
financial affairs and operations of Airways and are not relying upon information
provided or representations made by Seller other than those set forth in Section
2 of this Agreement. Furthermore, the members of the Harris Group represent and
warrant that they (i) have made full and complete disclosure to Seller of all
material nonpublic information known to any member of the Harris Group that
could reasonably be expected to affect the value of the Shares; and (ii) know of
no transaction or business opportunity available to any of them or that is
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capable of being consummated within six months after the date hereof and that
could reasonably be expected to have a material positive effect on the value of
the Shares or the financial condition of Airways.
3.4 Investment Experience. Each member of the Harris Group represents
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and warrants that he or she is an accredited investor within the meaning of Rule
501(a) under the Securities Act of 1933, as amended, is able to fend for himself
or herself, can bear the economic risk of his or her investment, and has such
knowledge and experience in financial or business matters that he or she is
capable of evaluating the merits and risks of the investment in the Shares.
3.5 Restricted Securities. Each member of the Harris Group
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understands that Seller may be deemed to be an affiliate of the Debtors and of
Airways and that, therefore, the Shares he or she is purchasing may be
characterized as "restricted securities" under the federal securities laws and
that such Shares may not be resold by such member of the Harris Group without
registration under the Securities Act of 1933, as amended (the "Securities
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Act"), and applicable blue sky laws or pursuant to an applicable exemption from
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such registration requirements. Each member of the Harris Group further
acknowledges that he or she will be subject to a new holding period beginning on
the date he or she pays for the Shares for purposes of sales in reliance on Rule
144 under the Securities Act.
3.6 Foreign Ownership. The Harris Group's purchase of the Shares is
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permissible under the foreign ownership restrictions applicable to Airways under
its Certificate of Incorporation, Bylaws and the Federal Aviation Act of 1958,
as amended and regulations promulgated thereunder.
3.7 Finders and Brokers. No member of the Harris Group is a party to
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or in any way obligated under any contract or agreement, nor is there any
outstanding claim against any such member for the payment of any broker's,
finder's, or agent's fee or commission in connection with the origination,
negotiation, execution, or performance of this Agreement.
3.8 Operation of Airways Pending Closing. The members of the Harris
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Group will use their best efforts to cause Airways to operate its business in
the ordinary course between the date of this Agreement and the Closing Date.
3.9 Sections 13(d) and (g). Each member of the Harris Group is
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acquiring his or her Shares for investment, in the ordinary course of his or her
business, and not with the purpose nor with the effect of changing or
influencing the control of Airways, nor in connection with or as a participant
in any transaction having such purpose or effect. The Harris Group was formed to
effect the purchase of the Shares for purposes of administrative convenience
only. No member of the Harris Group is the beneficial owner of any Shares being
acquired by any other member of the Harris Group. There is no agreement among or
between any members of the
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Harris Group to act together with respect to Airways or its securities except
for the purpose of facilitating the specific purchase involved. The only actions
among or between any members of the Harris Group with respect to Airways or its
securities subsequent to the Closing relating to the purchase will be those
which are necessary to conclude ministerial matters directly related to the
offer or sale of the Shares.
4. Conditions of the Harris Group's Obligations at Closing. The
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obligations of the Harris Group under Section 1.1 of this Agreement are subject
to the fulfillment on or before the Closing of each of the following conditions:
4.1 Representations and Warranties. The representations and
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warranties of Seller contained in Section 2 shall be true on and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of the Closing Date.
4.2 Performance. Seller shall have performed and complied with all
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agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing Date.
5. Conditions of Seller's Obligations at Closing. The obligations of
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Seller to the Harris Group under this Agreement are subject to the fulfillment
on or before the Closing Date of each of the following conditions by the Harris
Group:
5.1 Representations and Warranties. The representations and
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warranties of the Harris Group contained in Section 3 shall be true on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date.
5.2 Payment of Purchase Price. Seller shall have received payment of
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the Purchase Price in immediately available funds.
5.3 Airways Distribution. The Airways Distribution of the shares of
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Airways Common Stock owned by the Debtors to the creditors of the Debtors
entitled to receive such shares shall have occurred.
6. Termination. Notwithstanding anything to the contrary contained
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herein, either Seller or the Harris Group shall have the right to terminate this
Agreement by giving notice of termination to the other party if the Closing
hereunder shall not have occurred on or prior to September 30, 2000. If this
Agreement is terminated pursuant to this Section 6, this Agreement shall be null
and void and of no effect with no liability on the part of any party hereto;
provided, however, that such termination shall not relieve any party hereto from
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liability for any breach of this Agreement.
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7. Miscellaneous.
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7.1 Successors and Assigns. Except as otherwise provided herein, the
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terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the parties
(including transferees of any Shares). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7.2 Governing Law. Except as otherwise expressly provided in this
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Agreement, this Agreement shall be deemed to be a contract made under the laws
of the State of New York and the construction, interpretation, and performance
of this Agreement and all transactions hereunder shall be governed by the
substantive law of such State.
7.3 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 Titles and Subtitles. The titles and subtitles used in this
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Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.5 Notices. Unless otherwise provided, any notice required or
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permitted under this Agreement shall be given in writing and shall be deemed
effectively given (a) when delivered in person, (b) on the same date when
transmitted by electronic facsimile transfer with machine confirmation of
receipt, or (c) on the next business day after receipt by a nationally
recognized courier service and addressed to the party to be notified at the
address indicated below, or at such other address as such party may designate by
advance written notice to the other parties.
If to Seller:
WLR Recovery Fund L.P.
1251 Avenue of the Americas, 51/st/ Floor
New York, NY 10020
Fax: 212-403-3578
Attention: Wilbur Ross
with a copy to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
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New York, NY 10038-4982
Fax: 212-806-6006
Attention: Robin E. Keller, Esq.
If to the Harris Group:
Harris Group
c/o Hollis Harris
World Airways, Inc.
13873 Park Center Rd.
Suite 490
Herndon VA 20171
Fax: 703-834-9360
With a copy to:
Cathy Sigalas, Esq.
World Airways, Inc.
13873 Park Center Rd.
Suite 490
Herndon, VA 20171
Fax 703-834-9360
7.6 Expenses. Irrespective of whether the Closing is effected, each
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party shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement.
7.7 Press Releases. The parties shall consult with each other in
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preparing any press release, public announcement, news media response or other
form of release of information concerning this Agreement or the transactions
contemplated hereby that is intended to provide such information to the news
media or the public (a "Press Release"). None of the parties shall issue or
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cause the publication of any such Press Release without the prior written
consent of the other party; except that nothing herein will prohibit either
party from issuing or causing publication of any such Press Release to the
extent that such action is required by applicable law or the rules of any
national stock exchange applicable to such party or its affiliates, in which
case the party wishing to make such disclosure will, if practicable under the
circumstances, notify the other parties of the proposed time of issuance of such
Press Release and consult with and allow the other parties reasonable time to
comment on such Press Release in advance of its issuance.
7.8 Amendments and Waivers. Any term of this Agreement may be
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amended and the observance of any term of this Agreement may be waived (either
generally or in a
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particular instance and either retroactively or prospectively), only with the
written consent of Seller and the Harris Group.
7.9 Severability. If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision was so excluded and shall be enforceable in accordance with its
terms.
7.10 Entire Agreement. This Agreement and the documents referred to
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herein constitute the entire agreement between the parties with respect to the
subject matter hereof, and supersedes all prior oral and written agreements,
representations, statements, negotiations, understandings, proposals and
undertakings.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WLR RECOVERY FUND L.P.
By: WLR Recovery Associates LLC as its General Partner
By: /s/ David Storper
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David Storper, Principal Member
THE HARRIS GROUP:
Signature: _________________________ Signature: _______________________
Name: _________________________ Name: _______________________
Address: _________________________ Address: _______________________
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Signature: _________________________ Signature: _______________________
Name: _________________________ Name: _______________________
Address: _________________________ Address: _______________________
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Signature: _________________________ Signature: _______________________
Name: _________________________ Name: _______________________
Address: _________________________ Address: _______________________
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Signature: _________________________ Signature: _______________________
Name: _________________________ Name: _______________________
Address: _________________________ Address: _______________________
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[Signatures continue on next page]
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