FIRST AMENDMENT TO MERGERS AND ACQUISITIONS AGREEMENT
This First Amendment (this "Amendment") is entered into as of January
23, 1998 by and between Unique Investment Corp., a California corporation
("Unique"), and Hawker Pacific Aerospace (the "Company"), in order to amend
that certain Mergers and Acquisitions Agreement, dated September 2, 1997 (the
"Agreement"), between Unique and the Company as herein set forth:
1. The first sentence of the second paragraph of the Agreement is
hereby amended to add the following at the end of the sentence:
"(the "Acquisition Closing Date"), which amount shall be reduced by the
aggregate amount of payments made to Unique by the Company beginning January
1, 1998 through the Acquisition Closing Date, pursuant to that certain
Management Agreement dated as of March 1, 1997 by and between Unique and the
Company and any successor agreement thereto."
No changes are being made to the remainder of the paragraph or to the
rest of the Agreement.
IN WITNESS WHEREOF, Unique and the Company have entered into this
Amendment effective as of the date set forth above.
UNIQUE INVESTMENT CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx
Chief Operating Officer
HAWKER PACIFIC AEROSPACE
By:/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chief Executive Officer
