EXHIBIT 10.10 INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

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                                                                   EXHIBIT 10.10

 

                                                                       EXECUTION

                                                                            COPY

 

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

            INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated,

supplemented or otherwise modified from time to time, the "IP Security

Agreement"), dated as of April 27, 2005 is made by the grantor listed on the

signature page hereof (the "Grantor") in favor of Citibank, N. A. as collateral

agent (the "Collateral Agent") for the Lenders (as defined below), the Board (as

defined below) and the Supplemental Guarantor (as defined in the Loan Agreement

referred to below) (the Lenders, the Board and Supplemental Guarantor are

hereinafter collectively referred to as the "Secured Parties"). Terms defined in

the Security Agreement (as defined below) and not otherwise defined herein have

the meaning as set forth in the Security Agreement.

 

            WHEREAS, World Airways, Inc. (the "Borrower"), Govco Incorporated,

as Primary Tranche A Lender, Citibank, N.A. as Alternate Tranche A Lender,

Citicorp USA, Inc. as Tranche B Lender (together with Govco Incorporated, the

"Lenders"), Citicorp North America, Inc., as Govco Administrative Agent, Phoenix

American Financial Services, Inc., as Loan Administrator, Citibank, N.A. as the

Collateral Agent and Agent, and Air Transportation Stabilization Board (the

"Board") executed and delivered that certain Loan Agreement dated December 30,

2003, as amended by that certain Amendment No. 1 and Waiver to Loan Agreement of

even date herewith by and among the Borrower, Parent, the Grantor, World LLC,

the Lenders, Citicorp North America, Inc., as Govco Administrative Agent,

Phoenix American Financial Services, Inc., as Loan Administrator, Citibank, N.A.

as the Collateral Agent and Agent, and the Board (as amended, restated,

extended, supplemented or otherwise modified in writing from time to time, the

"Loan Agreement") pursuant to which the Lenders made a loan (the "Loan") to the

Borrower in the amount of $30,000,000; and

 

            WHEREAS, in connection with the Loan Agreement, the Grantor has

entered into a Amended and Restated Security Agreement dated of even date

herewith (the "Security Agreement"), pursuant to which, among other things, the

Grantor has granted to the Collateral Agent, for the ratable security and

benefit of the Secured Parties, a security interest in the property described

therein, including certain intellectual property of the Grantor, and has agreed

as a condition thereof, to execute this IP Security Agreement for recording with

the U.S. Patent and Trademark Office, the United States Copyright Office and

other governmental authorities.

 

            NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

 

            Section 1. Grant of Security. The Grantor hereby grants to the

Collateral Agent, for itself and for the ratable security and benefit of the

Secured Parties, a security interest in all of the Grantor's right, title and

interest in and to the following (the "Collateral"):

 

            (a) the patents and patent applications set forth in Schedule A

hereto;

 

            (b) the trademark and service mark registrations and applications

set forth in Schedule B hereto (provided that no security interest shall be

granted in United States intent-to- use trademark applications to the extent

that, and solely during the period in which, the grant of a

 

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security interest therein would impair the validity or enforceability of such

intent-to-use trademark applications under applicable federal law), together

with the goodwill symbolized thereby;

 

            (c) the copyright registrations and applications and exclusive

copyright licenses set forth in Schedule C hereto;

 

            (d) all reissues, divisions, continuations, continuations-in-part,

extensions, renewals and reexaminations of any of the foregoing, all rights in

the foregoing provided by international treaties or conventions;

 

            (e) all rights corresponding to the foregoing throughout the world,

and all other rights of any kind whatsoever of the Grantor accruing thereunder

or pertaining thereto;

 

            (f) any and all claims for damages and injunctive relief for past,

present and future infringement, dilution, misappropriation, violation, misuse

or breach with respect to any of the foregoing, with the right, but not the

obligation, to sue for and collect, or otherwise recover, such damages; and

 

            (g) any and all Proceeds of any and all of the foregoing Collateral

or arising from any of the foregoing.

 

            Anything herein to the contrary notwithstanding, in no event shall

the security interest granted under this Section 1 attach to any (i) Excluded

Assets or (ii) lease, license, contract, property rights or agreement to which

the Grantor is a party or any of the rights or interests of the Grantor

thereunder if and for so long as the grant of such security interest shall

constitute or result in (x) the abandonment, invalidation, or unenforceability

of any material right, title or interest of the Grantor therein or (y) in a

breach or termination pursuant to the terms of, or a default under, any such

lease, license, contract, property rights or agreement (other than to the extent

that any such term would be rendered ineffective pursuant to Section 9-406,

9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of

any relevant jurisdiction or any other applicable law (including the Bankruptcy

Code) or principles of equity); provided, however, that such security interest

shall attach immediately at such time as the condition causing such abandonment,

invalidation or unenforceability shall be remedied and, to the extent severable,

shall attach immediately to any portion of such lease, license, contract,

property rights or agreement that does not result in any of the consequences

specified in (x) or (y) above.