FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
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This First Amendment to Stock Purchase Agreement is entered into this 16th
day of June, 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 (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, on June 1, 1997, one of the charter airplane of Casper crashed
injuring its pilot and severely damaging the plane (the "Crash");
WHEREAS, Group has concerns regarding potential liabilities and other
ramifications arising from the Crash, and Casper and the Casper Shareholders
desire to provide assurances to Group with respect to such matters in order to
induce Group to consummate the transaction contemplated by the Agreement;
WHEREAS, the parties desire to amend the Agreement to address the Crash 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. A new Section 4.31 shall be added to the Agreement and shall read in its
entirety as follows:
4.31 Recent Crash of Airplane. Casper and each of the Casper
Shareholders (other than Xxxx Xxxxxx and Xxxxxxx Xxxxxx) hereby represent
and warrant, jointly and severally, to Group as follows:
4.31.1 Casper's airplane no. N1233P crashed at approximately
10:30 p.m. on takeoff from the airport located in Rawlins, Wyoming.
The pilot, Xxxxxxx Xxxx, suffered injuries and was hospitalized. There
were no passengers on the plane. The propellers of the airplane were
bent forward indicating that the plane had full power on takeoff.
Casper has no knowledge of any defect in the plane or negligence of
Casper.
4.31.2 Casper has effective workers' compensation insurance that
covers the pilot for hospitalization and other health expenses and
prevents by operation of Colorado law any claims or causes of action
against Casper by the pilot or his family or relatives, in these
circumstances. The Crash occurred during the course of the pilot's
employment with Casper.
4.31.3 Casper also has effective aircraft hull insurance that
insures Casper against the loss of the plane to the extent of
$325,000, less a $1,000 deductible. With respect to the Crash, Casper
also has effective cargo legal liability insurance of $200,000 each
occurrence and aircraft liability insurance of $10,000,000 each
occurrence.
4.31.4 There is no reasonable basis for (i) a fine or other
penalty to be imposed upon Casper or its management by any regulatory
agency as a result of the Crash or (ii) for revocation, or other
regulatory action with respect to, any license or permit necessary for
its existing operations as a result of the Crash.
4.31.4 Casper has no knowledge of any pending or threatened claim
or demand arising from the Crash or any liability, contingent or
otherwise, that is not fully covered by adequate and effective
insurance protecting Casper from any loss (other than the insurance
deductible) arising therefrom.
2. A new Section 8.10 shall be added to the Agreement and shall read in its
entirety as follows:
8.10 Recent Crash of Airplane. Group shall have satisfied itself that
Casper has no material contingent or actual liability arising from the
Crash and no significant risk of a substantial penalty or of loss of a
necessary license or permit as a result of the Crash.
3. 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
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shall not have occurred on or before 5:00 p.m. Central Standard Time on
July 15, 1997 ("Final Termination Date"); provided, however, that Group may
extend the Final Termination Date by 30 days upon the payment to Casper of
an additional fee of $25,000. Group has previously paid $25,000 for
extension of the Final Termination Date from June 15 to July 15, 1997, and
said $25,000 payment and any subsequent $25,000 payment by Group to Casper
to extend the Final Termination Date beyond July 15, 1997 shall be referred
to collectively as the "Extension Fee";
4. 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
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/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/70017.03
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