Exhibit 99.1
VPC
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Victory Park Capital
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NOTICE OF DEFAULT
December 22, 2008
VIA ELECTRONIC TRANSMISSION AND FEDERAL EXPRESS
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Mr. Gordon Hamilton Mr. John B. Sawyer
Chief Executive Officer Hamilton Aerospace Technologies,
Global Aircraft Solutions Inc. Inc.
6451 S. Country Club, Suite 111 6901 S. Park Avenue
Tucson, AZ 85706 Tucson, AZ 85706
Mr. John B. Sawyer Mr. John B. Sawyer
World Jet Corporation Hamiton Aerospace Mexico S.A. de
6901 S. Park Avenue C.V.
Tucson, AZ 85706 Avenida Aeropuerto
Tijuana, 22404
Mexico
Re: Notice of Events of Default; Reservation of Rights
Gentlemen:
Reference is made to: (a) that certain Securities Purchase Agreement,
dated as of December 20, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the "Securities Purchase Agreement"), by and among
Global Aircraft Solutions Inc. ("Parent"), Hamilton Aerospace Technologies, Inc.
("Hamilton"), World Jet Corporation ("World Jet"), Hamilton Aerospace Mexico
S.A. de C.V. ("Hamilton Mexico") (each of Parent, Hamilton, World Jet, and
Hamilton Mexico, a "Company" and collectively, the "Companies"), and Victory
Park Credit Opportunities Master Fund, Ltd. or its assigns (the "Lender"); (b)
that certain Senior Secured Debenture, dated as of December 20, 2007, by and
among the Companies and the Lender (as amended, restated, supplemented or
otherwise modified from time to time, the "SS Debenture"); (c) that certain
Junior Secured Debenture, dated as of December 20, 2007, by and among the
Companies and the Lender (as amended, restated, supplemented or otherwise
modified from time to time, the "JS Debenture"); (d) that certain Senior Secured
Note, dated as of June 19, 2008, by and among the Companies and the Lender (as
amended, restated, supplemented or otherwise modified from time to time, the "MD
Note"); (e) that certain Senior Secured Note, dated as of October 22, 2008, by
and among the Companies and the Lender (as amended, restated, supplemented or
otherwise modified from time to time, the "First Bridge Note"); (f) that certain
Senior Secured Note, dated as of December 17, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the "Second Bridge Note"
and together with the SS Debenture, the JS Debenture, the MD Note and the First
Bridge Note, the "Debentures"); and (g) those certain other Transaction
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227 West Monroe Street Suite 3900 Chicago, IL 60606
Phone: 312.701.1777 Fax: 312.701.0794
VPC
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Victory Park Capital
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Documents executed in connection therewith. Unless otherwise specified, all
capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Securities Purchase Agreement or the Debentures,
as applicable.
As you know, numerous Events of Default have occurred and are
continuing under the Securities Purchase Agreement, the Debentures and the other
Transaction Documents as of the date hereof, including, without limitation, the
failure of the Companies to pay to the Lender the principal, accrued but unpaid
interest, and all other amounts due under each of the Debentures on the
respective Maturity Date set forth in each of the Debentures. Accordingly, as of
the date hereof, the Lender shall be immediately entitled to exercise all of its
rights and remedies under the Securities Purchase Agreement, the Debentures, the
other Transaction Documents and/or applicable law. Without limiting the
foregoing, the Lender hereby demands that the Companies pay in cash to the
Lender the current outstanding principal, interest and other amounts due under
the Debentures.
Nothing in this letter or in any ongoing discussions or negotiations
between the Lender and any or all of the Companies shall directly or indirectly:
(a) create any obligation to make any further extensions of credit or to defer
any enforcement action; (b) constitute a consent or waiver of any past, present
or future Event of Default or other violation of any provisions of the
Securities Purchase Agreement, the Debentures or any other Transaction
Documents; (c) amend, modify or operate as a waiver of any provision of the
Securities Purchase Agreement, the Debentures or any other Transaction Documents
or any right, power, privilege or remedy of the Lender thereunder or constitute
an agreement to forbear or to restructure the Obligations in any respect or
otherwise modify the capital structure of any or all of the Companies; or (d)
constitute a course of dealing or other basis for altering any Obligations of
any Company under the Securities Purchase Agreement, the Debentures, the other
Transaction Documents or any other contract or instrument.
The Lender expressly reserves all of its rights, powers, privileges
and remedies under the Securities Purchase Agreement, the Debentures, the other
Transaction Documents and/or applicable law, including without limitation, their
right at any time (without any further notice) to: (a) cease making loans and
other financial accommodations under the Securities Purchase Agreement, the
Debentures or any other Transaction Documents; (b) accelerate the Obligations;
(c) commence any legal or other action to collect any or all of the Obligations
from any or all of the Companies and/or any Collateral or any property pledged
by any other person or entity as security for the Obligations (the "Other
Collateral"); (d) foreclose or otherwise realize on any or all of the Collateral
or Other Collateral and/or as appropriate, set-off or apply to the payment of
any or all of the Obligations, any or all of the Collateral or Other Collateral;
(e) take any other enforcement action or otherwise exercise any or all rights
and remedies provided for by any or all of the Securities Purchase Agreement,
the Debentures, the other Transaction Documents or applicable law; and (f)
reject any forbearance, financial restructuring or other proposal made by or on
behalf of the Companies or any creditor or equity holder. No oral
representations or course of dealing on the part of the Lender or any of its
officers, employees or agents, and no failure or delay by the Lender with
respect to the exercise of any right, power, privilege or remedy under any of
the Securities Purchase Agreement, the Debentures, the other Transaction
Documents or
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227 West Monroe Street Suite 3900 Chicago, IL 60606
Phone: 312.701.1777 Fax: 312.701.0794
VPC
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Victory Park Capital
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applicable law shall operate as a waiver thereof, and the single or partial
exercise of any such right, power, privilege or remedy shall not preclude any
later exercise of any other right, power, privilege or remedy.
If you should have any questions regarding this matter, please contact
me at 312.705.2786 or Matthew Ray at 312.701.0788.
Sincerely,
VICTORY PARK CREDIT OPPORTUNITIES
MASTER FUND, LTD.
By: Victory Park Capital Advisors, LLC, its
investment manager
By: /s/ Scott R. Zemnick
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Name: Scott R. Zemnick
Its: General Counsel
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227 West Monroe Street Suite 3900 Chicago, IL 60606
Phone: 312.701.1777 Fax: 312.701.0794