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EXHIBIT 10.10(c)
First Amendment to the Unit Purchase and
Option Agreement dated February 27, 1996
between the Registrant and Lufthansa Airport
and Ground Services GmbH, a German corporation,
dated as of December 12, 1996
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AMENDMENT NO. 1
TO UNIT PURCHASE AND OPTION AGREEMENT
AMENDMENT NO. 1 dated as of December 12, 1996 to the Unit Purchase and
Option Agreement dated February 27, 1996 (the "Purchase Agreement") between
Lufthansa Airport and Ground Services GmbH ("LAGS"), a German corporation, as
assigned by LAGS to its wholly owned subsidiary, LAGS (USA) Inc. (the "Buyer"),
a Delaware corporation, and Xxxxxx General Corporation ("Xxxxxx"), a Delaware
corporation. Certain capitalized but undefined terms used in this Amendment No.
1 will have the meanings set forth in the Purchase Agreement.
WHEREAS, on December 12, 1996, the Buyer elected to prepay to Xxxxxx
General LLC the sum of $5,188,000 plus accrued interest (the "Prepayment")
representing the entire remaining balance of the purchase price of the Purchased
Units as contemplated by Paragraph 1.3 (d) of the Purchase Agreement;
NOW, THEREFORE, in connection with and in consideration of the
Prepayment, and the amendment to the Limited Liability Company Agreement of
Xxxxxx General LLC being entered into concurrently with this Amendment No. 1,
the parties hereto agree as follows:
1. The Option Period. The Option referred to in Paragraph 3.1 of the
Purchase Agreement shall expire on October 1, 1999, instead of on October 1,
2000. In order to effectuate the foregoing, the parties agree that the Purchase
Agreement shall be amended as set forth in Paragraphs 2 and 3 below. If and to
the extent that any other provisions of the Purchase Agreement conflict with or
are otherwise inconsistent with the provisions or intent of this Amendment No.
1, this Amendment No. 1 shall govern.
2. Amendment to Paragraph 3.1. The first sentence of Paragraph 3.1 of
the Purchase Agreement shall be deleted in its entirety, and the following shall
be inserted in place thereof:
"The Buyer will have the option (the "Option"), exercisable on October
1, 1997, 1998 and 1999 (each of those being an "Option Date"), to purchase from
Xxxxxx (or, as provided in Paragraph 3.5, to purchase from the Company) Class B
Units ("Option Units") which will increase the total outstanding Class B Units
to up to 49% of the Class A Units and Class B Units (together, the "Units") of
the Company which are outstanding on the Option Date on which the Option is
exercised (each Option Date on which the Option is exercised being an "Exercise
Date")."
3. Amendment to Paragraph 3.3 (a). Clauses (y) and (z) of the first
sentence of Paragraph 3.3 (a) of the Purchase Agreement shall be deleted in
their entirety, and the following shall be inserted in place thereof:
" (y) $77,932,250 if the Option Date is October 1, 1997, $82,516,500 if
the Option Date is October 1, 1998 and $87,100,750 if the Option Date is October
1, 1999, but in no event more than; (z) $115,010,000 if the Option Date is
October 1, 1997, $128,811,000, if the Option Date is October 1, 1998 and
$144,268,000 if the Option Date is October 1, 1999."
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4. Governing Law. This Amendment No. 1 will be governed by, and
construed under, the laws of the State of New York in the United States of
America relating to contracts made and to be performed in that state.
5. Counterparts. This Amendment No. 1 may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement.
6. Full Force and Effect. This Amendment No. 1 constitutes a document
signed in writing by both the Buyer and Xxxxxx as contemplated by Paragraph
14.11 of the Purchase Agreement. The Purchase Agreement, as modified by this
Amendment No.1, shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of December 12, 1996.
XXXXXX GENERAL CORPORATION
By:______________________________
Title: President
LAGS (USA) Inc.
By:______________________________
Title:
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