EXHIBIT 10.10
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of December 11,
1996 ("Amendment No. 1"), by and among Aramex International, Limited, a Hong
Kong company limited by shares (the "Company"), Xxxxxxx X. Xxxxxxx, an
individual residing in New York ("Kingson"), Xxxx Xxxxxxxx, an individual
residing in Amman, Jordan ("X. Xxxxxxxx"), Xxxx Xxxxxxxx, an individual residing
in Amman, Jordan ("X. Xxxxxxxx") and Airborne Freight Corporation, a Delaware
corporation ("Airborne") (each a "Party" and collectively, the "Parties").
WHEREAS, the Parties have entered into a Shareholders Agreement, dated as of
the 22 day of October, 1996 (the "Shareholders Agreement"); and
WHEREAS, the Parties hereto wish to amend the Shareholders Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual premises set forth herein,
the Parties hereby agree as follows.
ARTICLE 1. DEFINED TERMS.
Capitalized terms used in Amendment No. 1 and not otherwise defined herein
shall have the respective meanings specified in the Shareholders Agreement.
ARTICLE 2. AMENDMENT OF SECTION 1.5 OF THE SHAREHOLDERS AGREEMENT.
Section 1.5 of the Shareholders Agreement is hereby replaced in its entirety
by the following new provision:
"It is agreed that should the Company opt to Transfer any shares of the
common stock of the Company to an Airborne Prohibited Company, Airborne
shall have the right to sell all, but not less than all, of the Shares to
the Company on the same terms and conditions as the sale to the Airborne
Prohibited Company. Notwithstanding any provisions herein, to the contrary,
this Article 1.5 shall survive termination of this Agreement pursuant to
Article 2.1(a), 2.1(b) or 2.1(c).
It is agreed that should Kingson, X. Xxxxxxxx and/or X. Xxxxxxxx opt to
Transfer any shares of the common stock of the Company to an Airborne
Prohibited Company, it shall be a condition of such Transfer that Airborne
be offered the right to sell all, but not less than all, of the Shares owned
by it to such Airborne Prohibited Company on the same terms and conditions
as the sale by Kingson, X. Xxxxxxxx and/or X. Xxxxxxxx to the Airborne
Prohibited Company. Notwithstanding any provisions herein, to the contrary,
this Article 1.5 shall survive termination of this Agreement pursuant to
Article 2.1(a), 2.1(b) or 2.1(c)."
ARTICLE 2. MISCELLANEOUS.
2.1. GOVERNING LAW. This Amendment No. 1 shall be construed in accordance
with the laws of the State of Delaware and the United States of America, without
regard to the conflict of laws provisions thereof.
2.2. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Agreement.
2.3. EFFECTIVENESS OF AMENDMENT NO. 1. This Amendment No. 1 has been dated
as of the date first above written for convenience only. This Amendment No. 1
shall be effective on the date of execution and delivery by each of the Parties.
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IN WITNESS WHEREOF, the Parties have set their hands hereto as of the date
first written above.
ARAMEX INTERNATIONAL, LIMITED,
a Hong Kong company limited by stock
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
an individual
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx
an individual
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx
an individual
AIRBORNE FREIGHT CORPORATION
A DELAWARE CORPORATION
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & CEO
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Aramex International, Limited, a Hong Kong company limited by shares (the
"Company"), Xxxxxxx X. Xxxxxxx, an individual residing in New York, Xxxx
Xxxxxxxx, an individual residing in Amman, Jordan, Xxxx Xxxxxxxx, an individual
residing in Amman, Jordan and Airborne Freight Corporation, a Delaware
corporation each hereby agree that simultaneously with the effectiveness of the
Reorganization, as described in the Registration Statement of Aramex
International Limited on Form F-1, pursuant to which each share of the Company
shall be converted into shares fo Aramex International Limited, a Bermuda
company ("Aramex Bermuda"), all references to the Company in the Shareholders
Agreement, dated as of the 22 day of October, 1996, as amended as of December
11, 1996, shall refer to Aramex Bermuda. All other terms of the Shareholders
Agreement are hereby reconfirmed.
Date: December 12, 1996
ARAMEX INTERNATIONAL, LIMITED,
a Hong Kong company limited by stock
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
an individual
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx
an individual
By: /s/ XXXX XXXXXXXX
-----------------------------------------
Xxxx Xxxxxxxx
an individual
AIRBORNE FREIGHT CORPORATION
a Delaware Corporation
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & CEO
ACCEPTED AND AGREED:
ARAMEX INTERNATIONAL LIMITED
a Bermuda company
/S/ XXXX XXXXXXXX
-------------------------------------------
Name: Xxxx Xxxxxxxx
Title: President, Deputy Chairman and
Chief Executive Officer
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