EXHIBIT 10.13
AMENDMENT NO. 1 TO NOMINEE SHAREHOLDER AGREEMENT
This Amendment No. 1 ("Amendment No. 1") is made and entered into as of
December 23, 1996, by and among:
(i) Aramex International, Limited (d/b/a Aramex International Ltd.), a
company duly organized and existing under and by virtue of the laws of
Hong Kong and having its registered office at Room 1021 Sun Hung Kai
Center, 00 Xxxxxxx Xxxx, Xxxx Xxxx ("Xxxxxx Xxxx Xxxx");
(ii) Aramex International Limited, a company duly organized and existing
under the laws of Bermuda and having its registered office at Xxxxxxxxx
Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda, or its successor in
interest ("Aramex Bermuda"), and the parent company of Aramex Hong Kong;
(iii) Arab American Express Company Ltd. (previously referred to in the
Agreement as Arab American International Express Company (Aramex)
Limited); and
(iv) Xx. Xxxxxxx Xxx Ghandour whose address is at X.X. Xxx 0000 Xxxxx 00000
Xxxxxx ("Xx. Xxxxxxxx").
WITNESSETH
WHEREAS, certain of the parties hereto entered into a Nominee Shareholder
Agreement dated January 1995 (the "Agreement") and the parties hereto now hereby
agree to modify the provisions of the Agreement by this Amendment No. 1. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement;
WHEREAS, Aramex Bermuda now holds all the voting capital stock of Xxxxxx
Xxxx Xxxx xxx Xxxxxx Xxxx Xxxx intends to transfer to Aramex Bermuda all its
right, title and interest to the Shares and all of its rights and obligations
under the Agreement;
WHEREAS, Aramex Bermuda accepts the transfer by Aramex Hong Kong of all its
right, title and interest to the Shares and all of its rights and obligations
under the Agreement, and the other parties hereto agree to such transfer and to
the other provisions contained herein.
NOW, THEREFORE, in consideration of the premises and other benefits to the
parties hereto, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby covenant and agree to amend the Agreement in the
following respects only:
1. ASSIGNMENT OF INTEREST IN SHARES. Aramex Hong Kong hereby assigns all of
its right, title and interest in and to the Shares to Aramex Bermuda, and Aramex
Bermuda hereby accepts such assignment; PROVIDED, that Xx. Xxxxxxxx shall hold
the Shares in her name as the record owner on behalf of and for the benefit of
Aramex Bermuda as its agent and nominee as provided in this Agreement. It is
understood and agreed by all the parties hereto that Aramex Bermuda will
participate in all the profits, losses and other distributions, and the assets
and liabilities, of the Company as fully as if Aramex Bermuda were named as the
record holder of the Shares. All references to ARAMEX in the Nominee
Shareholders Agreement, as amended hereby, shall hereinafter mean Aramex
Bermuda. All references to the Company shall mean Arab American Express Company
Ltd.
2. ACTIONS TAKEN AT DIRECTION OF ARAMEX BERMUDA. Without limiting the
generality of the foregoing, Xx. Xxxxxxxx shall not sell, transfer or assign the
Shares or any interest therein to any third party, nor take any other action as
the record holder of the Shares, without the prior written consent or direction
of Aramex Bermuda in each case.
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3. EXCLUSIVE ASSIGNMENT. Xx. Xxxxxxxx represents and warrants to Aramex
Bermuda that this assignment is exclusive and made solely to Aramex Bermuda, and
no interest of his in the Shares has been (other than as previously provided to
Aramex Hong Kong and terminated hereby) or will be granted to any other person
or entity at any time.
4. TRANSFER OF SHARES TO NEW ARAMEX BERMUDA NOMINEE. If Xx. Xxxxxxxx shall
at any time fail to be a member of the Board of Directors of Aramex Bermuda and
a ten percent (10%) or greater shareholder of Aramex Bermuda or, if Aramex
Bermuda shall so request for any reason and at any time, Xx. Xxxxxxxx (or his
estate) and the Company shall immediately cause record ownership of all of the
Shares to be transferred to such person or persons as Aramex Bermuda shall
direct.
5. INDEMNITY OF XX. XXXXXXXX BY ARAMEX BERMUDA. Aramex Bermuda shall
indemnify and hold Xx. Xxxxxxxx and his assets harmless from and against any and
all present and future, known and unknown, claims, liabilities, obligations,
losses and damages arising out of or in connection with the execution, delivery
and performance of this Agreement or the record ownership of the Shares by him
and any action taken, or not taken, in the performance of his obligations under
or in connection with this Agreement or as record owner of the Shares,
including, without limitation, any errors or omissions by him in any decision by
him to vote or not to vote the Shares, or to consent or not to consent, for,
against or with respect to any particular matter, proposal or nominee.
6. EFFECT OF THIS AMENDMENT. Except as otherwise specifically amended
herein, the terms of the Agreement are hereby restated and confirmed. References
in the Agreement to "this Agreement" shall hereinafter refer to the Agreement as
amended by this Amendment No. 1.
7. SUCCESSORS. This Agreement shall be binding on and inure to the benefit
of each of the undersigned and their respective successors and assigns.
8. AMENDMENTS. This Agreement may be amended only by a writing signed by
the party against whom or against whose successors and assigns enforcement of
such amendment is sought.
9. PARTIAL INVALIDITY. If any term or provision of this Agreement shall be
held invalid or unenforceable, the remainder hereof shall not be affected
thereby but shall remain valid and enforceable.
10. TERM. The term of this Agreement shall be perpetual unless terminated
earlier (i) by Aramex Bermuda which at any time, in its sole discretion, may
appoint a successor nominee to Xx. Xxxxxxxx, (ii) by written agreement of the
parties hereto, or (iii) by Xx. Xxxxxxxx upon 30 days prior written notice to
Aramex Bermuda and the appointment of a successor nominee by Aramex Bermuda. In
the case of clause (iii), Aramex Bermuda agrees to appoint a successor nominee
to Xx. Xxxxxxxx as promptly as practicable after receipt of notice from Xx.
Xxxxxxxx.
11. FURTHER DOCUMENTS. The parties hereto agree to execute such further
documents as may reasonably be required to carry out the purpose and intent
hereof.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of The Kingdom of Jordan.
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The parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.
For and on behalf of For and on behalf of
Xx. XXXXXXX XXXXXXXX ARAMEX INTERNATIONAL LIMITED
/s/ XXXXXXX XXXXXXXX a Bermuda Company
--------------------------------------------
/s/ XXXXXXX XXXXXXX
By: ----------------------------------------
Title: --------------------------------------
For and on behalf of For and on behalf of
ARAB AMERICAN ARAMEX INTERNATIONAL, LIMITED
EXPRESS COMPANY LTD. a Hong Kong company
a Jordanian company
By: /s/ XXXX XXXXXXXX By: /s/ XXXXX XXXXXX
---------------------------------------- -----------------------------------------
Title: President and CEO Title: COO
-------------------------------------- --------------------------------------
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AMENDMENT NO. 1 TO NOMINEE SHAREHOLDER AGREEMENT
This Amendment No. 1 ("Amendment No. 1") is made and entered into as of
December 23, 1996, by and among:
(i) Aramex International, Limited (d/b/a Aramex International Ltd.), a
company duly organized and existing under and by virtue of the laws of
Hong Kong and having its registered office at Room 1021 Sun Hung Kai
Center, 00 Xxxxxxx Xxxx, Xxxx Xxxx ("Xxxxxx Xxxx Xxxx");
(ii) Aramex International Limited, a company duly organized and existing
under the laws of Bermuda and having its registered office at Xxxxxxxxx
Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda, or its successor in
interest ("Aramex Bermuda"), and the parent company of Aramex Hong Kong;
(iii) Arab American Express Company Ltd. (previously referred to in the
Agreement as Arab American International Express Company (Aramex)
Limited); and
(iv) Xx. Xxxx Xxx Xxxxxxxx whose address is at X.X. Xxx 0000 Xxxxx 00000
Xxxxxx ("Xx. Xxxxxxxx").
WITNESSETH
WHEREAS, certain of the parties hereto entered into a Nominee Shareholder
Agreement dated January 1995 (the "Agreement") and the parties hereto now hereby
agree to modify the provisions of the Agreement by this Amendment No. 1. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement;
WHEREAS, Aramex Bermuda now holds all the voting capital stock of Xxxxxx
Xxxx Xxxx xxx Xxxxxx Xxxx Xxxx intends to transfer to Aramex Bermuda all its
right, title and interest to the Shares and all of its rights and obligations
under the Agreement;
WHEREAS, Aramex Bermuda accepts the transfer by Aramex Hong Kong of all its
right, title and interest to the Shares and all of its rights and obligations
under the Agreement, and the other parties hereto agree to such transfer and to
the other provisions contained herein.
NOW, THEREFORE, in consideration of the premises and other benefits to the
parties hereto, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby covenant and agree to amend the Agreement in the
following respects only:
1. ASSIGNMENT OF INTEREST IN SHARES. Aramex Hong Kong hereby assigns all of
its right, title and interest in and to the Shares to Aramex Bermuda, and Aramex
Bermuda hereby accepts such assignment; PROVIDED, that Xx. Xxxxxxxx shall hold
the Shares in his name as the record owner on behalf of and for the benefit of
Aramex Bermuda as its agent and nominee as provided in this Agreement. It is
understood and agreed by all the parties hereto that Aramex Bermuda will
participate in all the profits, losses and other distributions, and the assets
and liabilities, of the Company as fully as if Aramex Bermuda were named as the
record holder of the Shares. All references to ARAMEX in the Nominee
Shareholders Agreement, as amended hereby, shall hereinafter mean Aramex
Bermuda. All references to the Company shall mean Arab American Express Company
Ltd.
2. ACTIONS TAKEN AT DIRECTION OF ARAMEX BERMUDA. Without limiting the
generality of the foregoing, Xx. Xxxxxxxx shall not sell, transfer or assign the
Shares or any interest therein to any third party, nor take any other action as
the record holder of the Shares, without the prior written consent or direction
of Aramex Bermuda in each case.
3. EXCLUSIVE ASSIGNMENT. Xx. Xxxxxxxx represents and warrants to Aramex
Bermuda that this assignment is exclusive and made solely to Aramex Bermuda, and
no interest of his in the Shares has been
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(other than as previously provided to Aramex Hong Kong and terminated hereby) or
will be granted to any other person or entity at any time.
4. TRANSFER OF SHARES TO NEW ARAMEX BERMUDA NOMINEE. If Xx. Xxxxxxxx shall
at any time fail to be a member of the Board of Directors of Aramex Bermuda and
a ten percent (10%) or greater shareholder of Aramex Bermuda or, if Aramex
Bermuda shall so request for any reason and at any time, Xx. Xxxxxxxx (or his
estate) and the Company shall immediately cause record ownership of all of the
Shares to be transferred to such person or persons as Aramex Bermuda shall
direct.
5. INDEMNITY OF XX. XXXXXXXX BY ARAMEX BERMUDA. Aramex Bermuda shall
indemnify and hold Xx. Xxxxxxxx and his assets harmless from and against any and
all present and future, known and unknown, claims, liabilities, obligations,
losses and damages arising out of or in connection with the execution, delivery
and performance of this Agreement or the record ownership of the Shares by him
and any action taken, or not taken, in the performance of his obligations under
or in connection with this Agreement or as record owner of the Shares,
including, without limitation, any errors or omissions by him in any decision by
him to vote or not to vote the Shares, or to consent or not to consent, for,
against or with respect to any particular matter, proposal or nominee.
6. EFFECT OF THIS AMENDMENT. Except as otherwise specifically amended
herein, the terms of the Agreement are hereby restated and confirmed. References
in the Agreement to "this Agreement" shall hereinafter refer to the Agreement as
amended by this Amendment No. 1.
7. SUCCESSORS. This Agreement shall be binding on and inure to the benefit
of each of the undersigned and their respective successors and assigns.
8. AMENDMENTS. This Agreement may be amended only by a writing signed by
the party against whom or against whose successors and assigns enforcement of
such amendment is sought.
9. PARTIAL INVALIDITY. If any term or provision of this Agreement shall be
held invalid or unenforceable, the remainder hereof shall not be affected
thereby but shall remain valid and enforceable.
10. TERM. The term of this Agreement shall be perpetual unless terminated
earlier (i) by Aramex Bermuda which at any time, in its sole discretion, may
appoint a successor nominee to Xx. Xxxxxxxx, (ii) by written agreement of the
parties hereto, or (iii) by Xx. Xxxxxxxx upon 30 days prior written notice to
Aramex Bermuda and the appointment of a successor nominee by Aramex Bermuda. In
the case of clause (iii), Aramex Bermuda agrees to appoint a successor nominee
to Xx. Xxxxxxxx as promptly as practicable after receipt of notice from Xx.
Xxxxxxxx.
11. FURTHER DOCUMENTS. The parties hereto agree to execute such further
documents as may reasonably be required to carry out the purpose and intent
hereof.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of The Kingdom of Jordan.
5
The parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.
For and on behalf of For and on behalf of
Xx. XXXX XXXXXXXX ARAMEX INTERNATIONAL LIMITED
/s/ XXXX XXXXXXXX a Bermuda Company
--------------------------------------------
/s/ XXXXXXX XXXXXXX
By: ----------------------------------------
Title: --------------------------------------
For and on behalf of For and on behalf of
ARAB AMERICAN ARAMEX INTERNATIONAL, LIMITED
EXPRESS COMPANY LTD. a Hong Kong company
a Jordanian company
By: /s/ XXXX XXXXXXXX By: /s/ XXXXX XXXXXX
---------------------------------------- -----------------------------------------
Title: President and CEO Title: COO
-------------------------------------- --------------------------------------
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