Victory Park Master Fund, Ltd.
227 W. Monroe Street
Suite 3900
Chicago, IL 60606
and
Sandhurst Asset Management, LLC
800 Connecticut Avenue
4th Floor
Norwalk, CT 06854
December 20, 2007
Global Aircraft Solutions, Inc., and all other Companies under the Securities
Purchase Agreement
6451 S. Country Club, Suite 111
Tuscon, AZ 85706
Ladies and Gentlemen:
We refer to the Securities Purchase Agreement ("SPA") and Debentures and
related ancillary documents, dated as of December 20, 2007 ("Transaction
Documents") by and among Global Aircraft Solutions, Inc., Hamilton Aerospace
Technologies, Inc., World Jet Corporation, Hamilton Aerospace Mexico S.A. de
C.V. (collectively, the "Companies") and the Buyers referred to therein and such
undersigned Buyers and subsequent Holders thereof (collectively, the "Buyers").
Capitalized terms used and not defined herein have the meanings given to such
terms in the Transaction Documents, as applicable.
Section 7 of the SPA sets forth the conditions precedent to the obligation
of the Buyers to purchase the Debentures under the Transaction Documents.
Notwithstanding the terms of Section 7, the parties acknowledge that the
conditions precedent identified in Schedule 1 attached hereto will not be
satisfied on or prior to December 20, 2007 (collectively, the "Post-Closing
Conditions"). The Buyers agree to waive the satisfaction of the Post-Closing
Conditions as conditions precedent to the purchase of the Debentures under the
Transaction Documents, and in consideration thereof, the Companies agree to
complete or cause to complete, as applicable, the actions required thereby on or
before the applicable completion deadline identified in Schedule 1. The
Companies agree that the failure to fully complete such actions on or before the
applicable completion deadline identified in Schedule 1 shall (i) constitute an
Event of Default under the Debentures, and (ii) automatically cause the interest
rate to be calculated at the Default Rate until such time as all Post-Closing
Conditions have been performed, satisfied, waived by all the Buyers, or
otherwise fulfilled as determined in the sole discretion of the Buyers;
provided, however, in each case, such failure shall not in any way impair the
effectiveness of the Transaction Documents.
The Companies further agree that none of the Aircraft and/or Engines may be
sold and no monies shall be collected as deposits against the sale proceeds of
said Aircraft and/or Engines until the Deposit Account Control Agreements have
been executed and delivered by all parties thereto. Any sale by the Companies of
any Aircraft or Engines prior to the execution and delivery of the Deposit
Account Control Agreements shall be deemed an Event of Default under the
Debentures.
Except as provided above, the Transaction Documents remain unmodified and
in full force and effect. The execution and delivery of this letter agreement by
the Buyers is a one time accommodation and shall not be deemed to create a
course of dealing or otherwise create any express or implied duty by the Buyers.
The Buyers reserve all rights and remedies available to them under the
Transaction Documents. The agreements contained herein shall be governed by, and
construed in accordance with, the law of the State of New York. This letter
agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. This letter agreement is a Transaction Document.
The Companies should indicate their agreement to the foregoing by signing
and returning to the Buyers a counterpart of this letter agreement.
[Signature Pages Following]
2
Very truly yours,
BUYERS:
VICTORY PARK MASTER FUND, LTD., as
Lead Secured Party and on behalf
of itself
By: Victory Park Capital Advisors,
LLC, its investment manager
By: /s/ Matthew Ray
----------------------------------
Name: Matthew Ray
Title: Principal
SANDHURST ASSET MANAGEMENT, LLC
By: /s/ Eric Kamisher
----------------------------------
Name: Eric Kamisher
Title: Managing Director
Agreed and Accepted:
--------------------
COMPANIES:
GLOBAL AIRCRAFT SOLUTIONS INC.
By: /s/ John B. Sawyer
-----------------------------------
Name: John B. Sawyer
Title: President
HAMILTON AEROSPACE TECHNOLOGIES, INC.
By: /s/ John B. Sawyer
-----------------------------------
Name: John B. Sawyer
Title: President
WORLD JET CORPORATION
By: /s/ John B. Sawyer
-----------------------------------
Name: John B. Sawyer
Title: President
HAMILTON AEROSPACE MEXICO S.A. DE C.V.
By: /s/ John B. Sawyer
-----------------------------------
Name: John B. Sawyer
Title: President
Schedule 1
Post-Closing Conditions
-----------------------
Description Completion Deadline
----------- -------------------
Deliver fully executed Deposit Accounts Control Agreements reasonably acceptable 10 Business Days following the Closing Date.
to the Secured Parties covering the deposit accounts provided to the Secured
Parties in writing.
Obtain registered, free and clear title to or complete the lawful sale of Aircraft 30 days following the Closing Date.
49364 DC-9-82 (MD-82).
Obtain the release of Bank of New York to any liens filed with the FAA and IR. 30 days following the Closing Date.
Obtain the release of BCI Aircraft Leasing, Inc. to any liens on file with the 30 days following the Closing Date.
UCC, FAA and International Registry.
Obtain the Insurance Certificate of Southeast Marine and Aviation 10 days following the Closing Date.