Exhibit 10.21
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment (this "Amendment") is entered into as of
December 15, 1997 by and between Industrial Centers Corp. (formerly Industrial
Bowling Corp.) ("Lessor") and Hawker Pacific Aerospace (formerly Hawker
Pacific, Inc.), a California corporation ("Lessee"), in order to amend that
certain Lease Agreement, dated July 28, 1994 (the "Lease"), between Lessor and
Lessee as herein set forth:
1. ASSIGNMENT AND SUBLETTING. Section 12.1(b) is hereby amended to read
in its entirety as follows:
"(b) A change in control of Lessee shall constitute an assignment
requiring consent. The transfer, on a cumulative basis of twenty-five percent
(25%) or more of the voting control of Lessee, other than any bona fide
underwritten public offering of Lessee's securities registered under the
Securities Act of 1933, as amended, or any securities issued pursuant to
Lessee's employee stock option plans, shall constitute a change in control
for this purpose."
2. FULL FORCE AND EFFECT. By its execution of this Amendment, Lessor
confirms that the Lease is in full force in effect and that no default
occurred thereunder in connection with the purchase by Aqhawk, Inc. of all of
the outstanding capital stock of Hawker from BTR Dunlop, Inc. in November
1996.
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
LESSOR:
Industrial Centers Corp.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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LESSEE:
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
