EXHIBIT 10.12
AMENDMENT
TO THE RANGER AEROSPACE CORPORATION
SECURITYHOLDERS AGREEMENT
--------------------------
THIS AMENDMENT (the "Amendment") to the Ranger Aerospace Corporation
---------
SecruityHolders Agreement dated April 1, 1998 (the "SecurityHolders Agreement")
-------------------------
between Xxxx Xxxxxxx Mutual Life Insurance Company, CIBC Wood Gundy Ventures,
Inc., Xxxx X. Xxxxxxx, M.D., trustee of the Xxxxxxxx Xxxxxxxx Trust UAD 10/1/93,
and each other Person designated as an Investor on the Schedule of
Securityholders attached thereto and each Person designated as an Executive on
the Schedule of Securityholders attached thereto is entered into by and between
the Securityholders and Xxxxxx X. Xxxxx ("Xxxxx") as of March 7, 2000.
-----
Capitalized terms used in this Amendment and not defined herein shall have the
meaning set forth for such terms in the SecurityHolders Agreement.
WHEREAS, the parties hereto desire to amend certain provisions of the
SecurityHolders Agreement as set forth herein in connection with certain other
agreements entered into by and between the Company or certain of its Affiliates
and Xxxxxxx X. Xxxxxx ("Xxxxxx") or Xxxxx;
------
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Amendment hereby agree that the
SecurityHolders Agreement is amended as follows:
1. The SecurityHolders Agreement is hereby amended by adding the following
language to the end of Paragraph 3(c):
"For purposes of this Paragraph 3(c), if Xxxxx or Xxxxxx owns any Securities in
the Company, such person shall be considered an Other Investor, and shall have
all the rights and obligations of Other Investors provided or imposed pursuant
to this Paragraph 3(c); provided, however, if (A) such person is still employed
-----------------
by the Company (or any Subsidiary or other Affiliate of the Company) and (B) the
Transfer of SecurityHolder Securities by the Transferring Investor(s) and any
related Transfer of Securities by the Other Investors (excluding Xxxxxx and
Xxxxx) exercising their participation rights under this Paragraph 3(c) or
otherwise involves a Transfer of less than 50% of the total outstanding Common
Stock and of less than 50% of the total outstanding Securities of the Company,
then the total value of Securities that may be sold by such person pursuant to
this Paragraph 3(c) shall be no greater than such person's annual salary at the
time of such Transfer.
2. The SecurityHolders Agreement is hereby amended to provide that, without
limiting any other provision of this Amendment, (i) Xxxxx shall be entitled to
Transfer any Securities owned by him pursuant to Section 3 of the
SecurityHolders Agreement as if he were an Executive, and (ii) Xxxxx shall be
considered an Other SecurityHolder for purposes of Paragraph 4 of the
SecurityHolders Agreement.
3. The SecurityHolders Agreement is hereby amended by adding the following
new Paragraph 20:
20. Ranger Name and Related Names & Marks
-------------------------------------------
If Xxxxxxx X. Xxxxxx is no longer employed by the Company for any reason,
then within 6 months of the date of his termination, the Company and its
subsidiaries and affiliates shall take all actions reasonably necessary or
desirable to transfer all of their rights to the names "Ranger" and "Ranger
Aerospace Corporation" to him and shall cease all use of such names after such
transfer. He shall cooperate with the Company to effect such transfer.
Notwithstanding the preceding two sentences, if the Company has issued any
securities through a public offering, the Company shall retain all of its right
and title to the names "Ranger" and "Ranger Aerospace Corporation" and Xxxxxxx
Xxxxxx shall have no right to use such names for any purpose without the prior
written consent of the Company
4. The Investors hereby represent and warrant that the parties listed on the
signature pages hereof, excluding Xxxxx, constitute all of the parties to the
SecurityHolders Agreement and that there are no other amendments to the
SecurityHolders Agreement other than this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
RANGER AEROSPACE CORPORATION,
a Delaware corporation (the "Company")
By:_________________________________
Its:_________________________________
INVESTORS
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
By:_________________________________
Its:_________________________________
CIBC WOOD GUNDY VENTURES, INC.
By:_________________________________
Its:_________________________________
XXXXXXXX XXXXXXXX TRUST,
UAD 10/1/93
By:_________________________________
Its:_________________________________
XXXXXXXX STREET PARTNERS II
By:_________________________________
Its:_________________________________
____________________________________
XXXXXXX XXXXXX
*******************
EXECUTIVES
____________________________________
XXXXXXX X. XXXXXX
********************
____________________________________
XXXXXX X. XXXXX
