Exhibit 10.1
THIRD MODIFICATION TO LOAN AGREEMENT
By
this Third Modification to Loan Agreement ("Third Modification")
made
and entered into as of the 1st day of November, 2007, by and among
GLOBAL
AIRCRAFT SOLUTIONS, INC., FKA RENEGADE VENTURE CORPORATION, a
Nevada
corporation, whose address is P.O. Box 23009, Tucson, Arizona
85734-3009, WORLD
JET CORPORATION, a Nevada corporation, whose address is P.O. Box
23009, Tucson,
Arizona 85734-3009, and HAMILTON AEROSPACE TECHNOLOGIES, INC., a
Delaware
corporation, whose address is P.O. Box 23009, Tucson, Arizona
85734-3009
(collectively, "Borrower"), and M&I MARSHALL & ILSLEY BANK,
a banking
corporation organized and existing under the laws of the State of
Wisconsin
("Lender"), whose address is c/o Commercial Loan Department, One
East Camelback,
Phoenix, Arizona 85012, for and in consideration of the recitals
and mutual
promises contained herein, confirm and agree as follows:
SECTION 1. RECITALS
1.1
Lender and Borrower have entered into that certain Loan
Agreement,
dated as of the 5th day of May, 2005 (the "Initial Loan
Agreement"), as amended
by that certain First Modification to Loan Agreement dated December
9, 2005
between Lender and Borrower, as further amended by that certain
Second
Modification to Loan Agreement dated September 20, 2007 between
Lender and
Borrower (the Initial Loan Agreement, together will all
modifications, including
the modifications contained in this Third Modification, is referred
to herein as
the "Loan Agreement"), and Lender and Borrower wish by this Third
Modification
to amend the Loan Agreement, and certain other Loan Documents, as
provided
herein.
1.2
WHEREAS, defaults under the Loan Agreement have occurred as a
result of
(i) the failure of Borrower to maintain the required quick ratio of
.90 to 1.0
as of March 31, 2007, June 30, 2007 and September 30, 2007, for
which Borrower
maintained a quick ratio of .71 to 1.0, .69 to 1.0 and .82 to 1.0,
respectively
(the "Existing Covenant Default"), (ii) the failure of Borrower to
maintain the
amounts drawn under the Line of Credit to be less than the
Borrowing Base for
the month ended September 30, 2007 and failure to provide a
Certification and
Reconciliation of Borrowing Base for the month ended September 30,
2007
(collectively the "Existing Margin Defaults" and collectively with
the Existing
Covenant Default, the "Existing Defaults").
1.3
WHEREAS, as a result of the Existing Defaults, Lender has the right
to
accelerate the maturity of all of the Loans, and the right to do
all of the
following: (i) foreclose on the Collateral; (ii) pursue legal
action to collect
on all amounts due and owing under the Loan Documents; and (iii)
pursue all
other rights and remedies available to it under the terms of the
Loan Documents
or at law or equity.
1.4
WHEREAS, Borrower has requested Lender to waive the Existing
Defaults,
and Lender has agreed to do so on the terms and conditions of this
Third
Modification.
<PAGE>
SECTION 2. DEFINITIONS
2.1
Capitalized Terms. The capitalized terms used in this Third
Modification shall have the meanings given to them in the Loan
Agreement, unless
otherwise defined herein or unless the context dictates
otherwise.
SECTION 3. MODIFICATIONS
3.1
Definition of "Note". The definition of "Note" in the Loan
Agreement is
hereby amended and restated as follows:
"Note: The Amended and Restated Line of Credit Note, and any
notes
executed in furtherance of any other Loan, severally and
collectively."
3.2
Amount of Line of Credit. The words and figure "FIVE MILLION AND
NO/100
DOLLARS ($5,000,000.00)" as they appear in Paragraphs 1.1 and 3.2
of the Loan
Agreement, and in the first paragraph of the Line of Credit Note on
page one,
are deemed changed to read: "FOUR MILLION EIGHT HUNDRED SEVENTY TWO
THOUSAND AND
NO/100 DOLLARS ($4,872,000.00)". The figure "$5,000,000.00" as it
appears at the
top of page one of the Line of Credit Note is deemed changed to
read:
"$4,872,000.00". Paragraph 3.1 of the Loan Agreement is deleted and
replaced
with the following:
"3.1 Line of Credit. Subject to the conditions herein set
forth,
Lender agrees to loan to or for the benefit of Borrower, and
Borrower
agrees to draw upon and borrow, in the manner and upon the terms
and
conditions herein expressed, amounts that shall not exceed at any
time the
lesser of (i) the "Borrowing Base" or (ii) the difference between
(a) FOUR
MILLION EIGHT HUNDRED SEVENTY TWO THOUSAND AND NO/100 DOLLARS
($4,872,000.00) and (b) the total amount of all Letters of
Credit
Facilities outstanding or which Lender is obligated to provide (the
"Line
of
Credit")."
3.3
Maturity Date of Line of Credit. The date "October 31, 2007" as
it
appears in Paragraph 3.7 of the Loan Agreement, and as it appears
in Paragraph B
on page one of the Line of Credit Note, is deemed changed to read:
"January 31,
2008".
3.4
Interest Rate on Line of Credit. The words and figure "three
percent
(3.00%)" as they appear in Paragraph A on page one of the Revolving
Line of
Credit note are deemed changed to read: "five percent (5.00%)".
SECTION 4. COVENANTS
Borrower covenants and agrees with Lender as follows, all to be
accomplished on or before the execution of this Third Modification
unless
otherwise indicated.
4.1
No Event of Default. Other than the Existing Defaults, there
shall
exist no Event of Default and no event or condition which with the
lapse of time
or the giving of notice or both would result in an Event of
Default.
2
<PAGE>
4.2
Credit Cards. Borrower agrees to timely pay in full