FIRST AMENDMENT TO REPAIR SERVICES AGREEMENT
--------------------------------------------
This First Amendment (this "Amendment") is entered into as of December
___, 1997 by and between American Airlines, Inc., a Delaware corporation with
its principal place of business at 0000 Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000
(herein "AMERICAN"), and Hawker Pacific Aerospace (formerly Hawker Pacific,
Inc.), a California corporation with its principal place of business at 00000
Xxxxxxx Xxx, Xxx Xxxxxx, Xxxxxxxxxx 00000 (herein "SUPPLIER"), in order to
amend that certain Repair Services Agreement, dated as of September 29, 1997
(the "Agreement"), between American and Supplier as herein set forth:
1. The first paragraph of Section 23 of this Agreement is hereby amended
to read in its entirety as follows:
"23. CHANGE IN CONTROL. In the event of any Change of Control by the
Supplier, American may, at its option, exercise any or all of the following
rights. Supplier shall notify American at least thirty (30) days before any
such Change of Control, subject to the requirements of applicable law and
American's entering into a customary Confidentiality Agreement with respect
of any such disclosure. For purposes of this section, a "Change in Control"
(or "change of ownership" as used in subparagraphs 3 and 5 of this Section
23) shall consist of: (1) the dissolution or liquidation of Supplier, (2) any
merger or consolidation of Supplier with or into any person or entity or any
sale, transfer or other conveyance, whether direct or indirect, of all or
substantially all of Supplier's assets, on a consolidated basis, in one
transaction or a series of related transactions, if, immediately after giving
effect to such transaction any "person" or "group" (as such terms are used
for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, whether or not applicable) is or becomes the "beneficial
owner," directly or indirectly, of more than 35% of the total voting power in
the aggregate normally entitled to vote in the election of directors,
managers or trustees, as applicable, of the transferee or surviving entity or
(3) any change occurs in Supplier's Senior management (defined as President
and Chief Executive Officer or Managing Director of Sun Valley Operations)
during the two year period commencing on the effective date of the Agreement.
In this event:"
No changes are being made to subparagraphs 1 through 5 of Section 23.
IN WITNESS WHEREOF, American and Supplier have entered into this
Amendment effective as of the date set forth above.
HAWKER PACIFIC AEROSPACE AMERICAN AIRLINES, INC.
By: By:
--------------------- --------------------
Xxxxx X. Xxxx Name:
------------------
Managing Director of Sun Title:
-----------------
Valley Operations
