September 2, 1997
Hawker Pacific Aerospace
00000 Xxxxxxx Xxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxx
Re: Mergers and Acquisitions Agreement
Gentlemen:
You have agreed (this "Agreement") that Unique Investment Corp., a
California corporation ("Unique"), may act as a finder or consultant for you in
various transactions in which Hawker Pacific Aerospace (the "Company") may be
involved, such as mergers, acquisitions, joint ventures or other corporate
combinations. In this regard, you hereby retain Unique to render assistance in
connection with the Company's acquisition from British Airways plc ("British
Airways") of its landing gear repair and overhaul operations (the "British
Airways Acquisition"), including, without limitation, the following:
(i) structuring of the BA Acquisition; (ii) negotiation of the agreement
pursuant to which such acquisition will occur; (iii) assistance in negotiating
financing arrangements for such acquisition; (iv) assistance in commencing
operations in the United Kingdom; and (v) any such other assistance in
connection with the British Airways Acquisition as you may require.
In consideration for Unique's services in connection with the British
Airways Acquisition, you agree to pay Unique a fee of $300,000 immediately upon
the closing thereof. In addition, you shall reimburse Unique for all reasonable
and necessary expenses incurred in the course of carrying out its duties under
this Agreement, including, without limitation, all authorized travel expenses.
Any such reimbursement shall be made within 30 days following submission to the
Company of an invoice or other reasonable documentation of such expenses so
incurred, PROVIDED HOWEVER, that all such expenses not previously paid shall be
paid in full upon the closing of the British Airways Acquisition.
This Agreement shall be effective on the date hereof and shall expire upon
the closing of the British Airways Acquisition.
This Agreement has been executed and delivered in the State of California
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder. YOU HEREBY CONSENT TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN ORANGE COUNTY OF THE STATE OF
CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT AND AGREE THAT SERVICE ON
1
Xx. Xxxxx Xxxxxx
Hawker Pacific Aerospace
September 2, 1997
YOU IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE EFFECTED BY CERTIFIED MAIL
TO THE ADDRESS STATED ABOVE.
This Agreement may be executed in counterparts, each of which shall
constitute an original, and all of which together shall constitute but one and
the same instrument.
Please sign this letter at the place indicated below, whereupon it will
constitute our mutually binding agreement with respect to the matters contained
herein.
Very truly yours,
UNIQUE INVESTMENT CORP.
By: /s/ XXXXX XXXXXXX
-----------------
Xxxxx Xxxxxxx
Chief Operating Officer
Accepted to and agreed as
of the date first above written:
HAWKER PACIFIC AEROSPACE
By: /s/ XXXXX XXXXXX
----------------
Xxxxx Xxxxxx
Chief Executive Officer
