Exhibit 4.13
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Amendment made this 6th day of July 2005 to that certain Membership
Interest Purchase Agreement dated May 24, 2005 (the "Purchase Agreement") by and
between Limco-Airepair, Inc., (the "Purchaser") and Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxx, Xxxx X. Xxxxxxxx and Xxx Xxxxxx (the "Members") and Piedmont Aviation
Component Services, LLC (the "Company").
The Purchase Agreement shall be amended as follows:
1. The Purchase price for the Members' Membership Interest in the
Company shall be reduced from $5,500,000 to $5,290,000.
2. The sum of $156,656.34 shall be held in escrow in the trust account of
Members' legal counsel, Xxxxxx Xxxx Esq. (or such other special account he
shall establish including special brokerage trust account to earn maximum
interest on the sums held in escrow). The sums are held to guarantee the
collection of such sum from EX-IM Bank, the insurer of the Varig Airlines
accounts. Upon receipt of such sums Company will notify Xxxxxx Xxxx
immediately so that he may release such sums held to the Members, as their
interest may appear, together with any interest earned thereon if any.
During such time as the escrowed sums are held by Xx. Xxxx, the Company
shall prosecute to the fullest extent its collection efforts to collect
the insurance proceeds for which the funds are escrowed and will keep all
necessary conditions to maintain the insurance in force as may be a
condition precedent to insurance coverage, inclusive of payment of nay
necessary premiums. Member Xxxxxx X. Xxxxxxx shall have the right to
direct at Company's insurance proceeds collection effort and the Company
shall assist in his efforts as is necessary and appropriate for achieving
the success of collecting the proceeds as he may request. If said
insurance proceeds are not collected in 365 days from date hereof, the
Company will assign the insurance claim against EXIM Bank to the Members
as their interest may appear and Xx. Xxxx will pay the escrowed funds to
the Company and close the trust account.
3. Lap top computers, cellular phones and in the possession of those
Members performing consulting service through October 1, 2005, shall be
returned to the Company on October 1, 2005, (unless such consulting
services are extended or result in employment by the Company) along with
any Company personal property in their possession on Company's inventory.
4. Closing of this Agreement shall be July 7, 2005 as soon as possible
following wire transfer of the sums to fund the purchase price.
All other terms of the Purchase Agreement not otherwise amended by this
Amendment shall remain in force and effect.
Witness our hands this 6tth day of July, 2005
"Purchaser"
Limco-Airepair, Inc.
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx, President
"Members"
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx
/s/ Xxx Xxxxxx
----------------------------
Xxx Xxxxxx
"Company"
Piedmont Aviation Component
Services, LLC
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Manager
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