The new debentures have not

been registered under the Securities Act of 1933 and may not be offered

or sold in the United States absent registration or an applicable exemption

from registration requirements. The company has agreed to register the

new debentures for resale following the closing of the issuance.

The closing is subject to various

conditions including stockholder approval, concurrent funding of the ATSB

guaranteed loan, termination of the loan facility with Wells Fargo Foothill,

Inc., and the call for redemption of the remaining outstanding existing

debentures.

The company received conditional

approval from the Air Transportation Stabilization Board (ATSB) on April

23, 2003 for a federal loan guarantee of $27 million, representing 90

percent of a new $30 million term loan facility. The loan guarantee application

that the company filed with the ATSB proposed that the company would restructure

the existing debentures in a manner satisfactory to the ATSB. The ATSB

approval is subject to a number of conditions, including the satisfaction

of all the terms and conditions proposed in the company's application.

The company's goal is to complete

the debenture restructuring, receive final ATSB approval and close the

ATSB guaranteed loan by the middle of December. Upon the closing of the

issuance of the new debentures and the ATSB guaranteed loan, the company

intends to call the entire remaining principal amount of existing debentures.

Pursuant to the redemption provisions of the indenture governing the existing

debentures, the redemption price of the remaining existing debentures

will be 101.143 percent of their principal amount.

The company also announced

that the special meeting of stockholders to approve the issuance of �the

new debentures and the issuance of warrants to the ATSB in connection

with the ATSB guaranteed loan has been set for December 15, 2003 and the

record date for such meeting is November 12.

�Utilizing a well-maintained

fleet of international range, widebody aircraft, World Airways has an

enviable record of safety, reliability and customer service spanning more

than 55 years. �The company is a U.S. certificated air carrier providing

customized transportation services for major international passenger and

cargo carriers, the United States military and international leisure tour

operators. �Recognized for its modern aircraft, flexibility and ability

to provide superior service, World Airways meets the needs of businesses

and governments around the globe. �For more information, visit the company's

website at www.worldairways.com

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