AMENDMENT NO. 1 to SHAREHOLDERS AGREEMENT
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of December 11,
1996 ("Amendment No. 1"), by and among Aramex International, Limited, a Hong
Kong company limited by shares (the "Company"), Xxxxxxx X. Xxxxxxx, an
individual residing in New York ("Kingson"), Xxxx Xxxxxxxx, an individual
residing in Amman, Jordan ("X. Xxxxxxxx"), Xxxx Xxxxxxxx, an individual residing
in Amman, Jordan ("X. Xxxxxxxx") and Airborne Freight Corporation, a Delaware
corporation ("Airborne") (each a "Party" and collectively, the "Parties").
WHEREAS, the Parties have entered into a Shareholders Agreement, dated as
of the 22 day of October, 1996 (the "Shareholders Agreement"); and
WHEREAS, the Parties hereto wish to amend the Shareholders Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual premises set forth herein,
the Parties hereby agree as follows.
Article 1. DEFINED TERMS.
Capitalized terms used in Amendment No. 1 and not otherwise defined herein
shall have the respective meanings specified in the Shareholders Agreement.
Article 2. AMENDMENT OF SECTION 1.5 OF THE SHAREHOLDERS AGREEMENT.
Section 1.5 of the Shareholders Agreement is hereby replaced in its
entirety by the following new provision:
"It is agreed that should the Company opt to Transfer any shares of
the common stock of the Company to an Airborne Prohibited Company, Airborne
shall have the right to sell all, but not less than all, of the Shares to the
Company on the same terms and conditions as the sale to the Airborne Prohibited
Company. Notwithstanding any provisions herein, to the contrary, this Article
1.5 shall survive termination of this Agreement pursuant to Article 2.1(a),
2.1(b) or 2.1(c).
It is agreed that should Kingson, X. Xxxxxxxx and/or X. Xxxxxxxx opt
to Transfer any shares of the common stock of the Company to an Airborne
Prohibited Company, it shall be a condition of such Transfer that Airborne be
offered the right to sell all, but not less than all, of the Shares owned by it
to such Airborne Prohibited Company on the same terms and conditions as the sale
by Kingson, X. Xxxxxxxx and/or X. Xxxxxxxx to the Airborne Prohibited Company.
Notwithstanding any provisions herein, to the contrary, this Article 1.5 shall
survive termination of this Agreement pursuant to Article 2.1(a), 2.1(b) or
2.1(c)."
Article 2. MISCELLANEOUS.
2.1. Governing Law. This Amendment No. 1 shall be construed in accordance
with the laws of the State of Delaware and the United States of America, without
regard to the conflict of laws provisions thereof.
2.2. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Agreement.
2.3 . Effectiveness of Amendment No. 1. This Amendment No. 1 has been
dated as of the date first above written for convenience only. This Amendment
No. 1 shall be effective on the date of execution and delivery by each of the
Parties.
IN WITNESS WHEREOF, the Partes have set their hands hereto as of the
date first written above.
ARAMEX INTERNATIONAL, LIMITED,
a Hong Kong company
______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
______________________________
Xxxxxxx X. Xxxxxxx,
an Individual
______________________________
Xxxx Xxxxxxxx,
an Individual
______________________________
Xxxx Xxxxxxxx,
an Individual
AIRBORNE FREIGHT CORPORATION,
a Delaware corporation
______________________________
Name:
Title:
2
