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Exhibit 10.27
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 21st day
of August, 1997, by and among AVTEAM, Inc., a Florida corporation ("AVTEAM"),
PARATI CORPORATION, a Florida corporation ("Parati"), and XXXX XXXXXXXXX ("Xx.
Xxxxxxxxx").
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A. AVTEAM and Parati entered into a Letter Agreement (the "Parati
Agreement") dated September 5, 1995, for the purchase and resale of Xxxxx &
Whitney JT8D-200 engines and components and the parties purchased two Xxxxx &
Xxxxxxx JT8D-200 engines under the Parati Agreement. AVTEAM owes Parati $270,648
under the Parati Agreement (the "Outstanding Balance"). Parati desires to assign
its right to receive payment of the Outstanding Balance to Parati's sole
stockholder, Xx. Xxxxxxxxx. In complete satisfaction of the payment of the
Outstanding Balance, AVTEAM desires to issue and sell to Xx. Xxxxxxxxx, and Xx.
Xxxxxxxxx desires to accept and purchase from AVTEAM, upon the terms and
conditions set forth herein, 38,664 shares of AVTEAM's Class A Common Stock, par
value $.01 per share (the "Common Stock"), for a purchase price of $7.00 per
share (or an aggregate purchase price of $270,648). Upon payment of the
Outstanding Balance, the parties will have fully performed their obligations
under the Parati Agreement and the parties desire to terminate the Parati
Agreement.
B. AVTEAM owes Xx. Xxxxxxxxx an aggregate amount of $2,023,756 pursuant
to two Promissory Notes dated December 27, 1996 and February 11, 1997,
respectively (collectively, the "Promissory Notes"). AVTEAM and Xx. Xxxxxxxxx
desire to cancel the Promissory Notes in exchange for 289,108 shares of Common
Stock for a purchase price of $7.00 per share (or an aggregate purchase price of
$2,023,756), upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties agree as follows:
1. ISSUANCE OF SHARES.
(a) Upon the terms and subject to the conditions of this
Agreement, at the Closing referred to in Section 2 hereof (the "Closing"),
AVTEAM shall sell to Xx. Xxxxxxxxx, and Xx. Xxxxxxxxx shall purchase from
AVTEAM, 327,772 shares of Common Stock (the "Shares"), for a purchase price of
$7.00 per share (or an aggregate purchase of $2,294,404) as payment of the
Outstanding Balance to Xx. Xxxxxxxxx and as payment of the indebtedness
evidenced by the Promissory Notes.
(b) To effect the issuance of the Shares contemplated by
Section 1(a) hereof, at the Closing, AVTEAM shall deliver to Xx. Xxxxxxxxx a
certificate representing the Shares registered in his name.
2. CLOSING.
(a) The Closing of the transactions contemplated hereby shall
take place at the offices of Xxxxx & XxXxxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxx, Xxxxxxx 00000 at 10:00 a.m. on the date hereof, or at such other place as
may be mutually agreed to by the parties.
(b) At or prior to the Closing, the following shall have
occurred:
(i) The Clipper Group shall have purchased an
additional $5,000,002 of AVTEAM's Preferred Stock, par value $.01 per share (the
"Clipper Purchase").
(ii) Xx. Xxxxxxxxx shall have delivered the
original Promissory Notes to AVTEAM.
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(iii) AVTEAM shall have received Acknowledgments
and Waivers in the form set forth on Exhibit A attached hereto from each of the
shareholders of AVTEAM (other than Xx. Xxxxxxxxx) regarding the transactions
contemplated by this Agreement.
3. TERMINATION OF PARATI AGREEMENT. AVTEAM and Parati hereby
acknowledge and agree that, upon the Closing, the Parati Agreement shall have
been fully performed by the parties and the Parati Agreement shall terminate and
AVTEAM and Parati shall have no duties or obligations, or any liability, to each
other whatsoever under the Parati Agreement. Parati hereby assigns its right of
payment of the Outstanding Balance to Xx. Xxxxxxxxx.
4. INVESTMENT REPRESENTATIONS. Xx. Xxxxxxxxx hereby represents and
warrants that (i) he is acquiring the Shares for his own account and not with a
view to, or for sale in connection with, a "distribution," as such term is
defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), (ii) he is an "accredited investor," as such term is defined
in Rule 501(a) of Regulation D promulgated under the Securities Act and (iii) he
understands that the sale of the Shares under this Agreement has not been
registered under the Securities Act or applicable state securities laws.
5. GOVERNING LAW. The provisions of this Agreement and the documents
delivered pursuant hereto shall be governed by and construed in accordance with
the laws of the State of Florida.
6. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement, together
with all exhibits attached hereto, constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, and there are no warranties, representations or other
agreements among the parties in connection with the subject matter hereof except
as set forth specifically herein or contemplated hereby. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (regardless of whether similar), nor shall any such waiver
constitute a continuing waiver unless otherwise expressly provided.
7. BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective permitted
successors and assigns; but neither this Agreement nor any of the rights,
benefits or obligations hereunder shall be assigned, by operation of law or
otherwise, by any party hereto without the prior written consent of the other
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any person or entity other than the parties hereto and their respective
permitted successors and assigns, any rights, benefits or obligations hereunder.
8. MULTIPLE COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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EXECUTED on the date first written above.
AVTEAM, Inc.
By:______________________________
Xxxxxx X. Xxxx
President and Chief Executive Officer
PARATI CORPORATION
By:______________________________
Xxxx Xxxxxxxxx
President
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XXXX XXXXXXXXX
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EXHIBIT A
ACKNOWLEDGMENTS AND WAIVERS
