THIRD AMENDMENT TO
STOCK PURCHASE AGREEMENT
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This Third Amendment to Stock Purchase Agreement is entered into as of this
11th day of August, 1997 by and among Aviation Group, Inc., a Texas corporation
("Group"), Casper Air Service, a Wyoming corporation ("Casper"), and the
shareholders of Casper (each a "Casper Shareholder" and collectively the "Casper
Shareholders").
R E C I T A L S:
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WHEREAS, the parties have entered into a Stock Purchase Agreement dated as
of April 18, 1997, as amended by First Amendment to Stock Purchase Agreement
dated June 16, 1997 and Second Amendment to Stock Purchase Agreement dated as of
July 31, 1997 (collectively, as amended, referred to as the "Agreement")
pursuant to which Group has agreed to purchase, and the Casper Shareholders have
agreed to sell, all of the outstanding shares of capital stock of Casper;
WHEREAS, the parties desire to amend the Agreement to extend the outside
date for the Closing as provided herein.
NOW, THEREFORE, for and in consideration of the premises and other valuable
consideration, the parties do hereby amend the Agreement as follows:
1. Subsection 12.1.2 shall be amended to read in its entirety as follows:
12.1.2 unilaterally by Group, on one hand, or by Casper, on the other
hand, in writing, without liability on the part of the terminating party on
account of such termination (provided the terminating party is not
otherwise in material default or breach of this Agreement, or has failed or
refused to close without justification hereunder), if the Closing Date
shall not have occurred on or before 5:00 p.m. Central Standard Time on
August 20, 1997 ("Final Termination Date"). Group has previously paid
$25,000 for extension of the Final Termination Date from June 15 to July
15, 1997, and $25,000 for extension of the Final Termination Date from July
15 to August 15, 1997, and said payments of $50,000 total to extend the
Final Termination Date shall be referred to collectively as the "Extension
Fee";
2. The Agreement as amended hereby shall continue in full force and effect.
EXECUTED as of the date first above written.
CASPER AIR SERVICE
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title:President
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AVIATION GROUP, INC.
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, President
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Individually
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Individually
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Individually
CASPER AIR SERVICE EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Sole Trustee
ROBEDB/01652.007003
DALLAS/73077.01
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