AMENDED & RESTATED
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK AGREEMENT
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THIS AMENDMENT (this "Amendment") to the Ranger Aerospace Corporation
---------
Executive Stock Agreement by and between Ranger Aerospace Corporation, a
Delaware corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is made as of August 31, 2000.
WHEREAS, the parties hereto desire to amend certain provisions of the
Ranger Aerospace Corporation Executive Stock Agreement, dated as of March 7,
2000 (the "Executive Stock Agreement") between the parties hereto.
---------------------------
NOW, THEREFORE, the parties to this Amendment hereby agree that the
Executive Stock Agreement is amended and restated to read in its entirety as
follows:
THIS EXECUTIVE SECURITIES AGREEMENT (this "Agreement") is made as of March
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7, 2000, between Ranger Aerospace Corporation, a Delaware corporation (the
"Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Executive").
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The Company and Executive desire to enter into an agreement pursuant to
which Executive shall purchase, and the Company shall sell to Executive, (i) 720
shares of the Company's Class B Non-Voting Common Stock, par value $0.01 per
share (the "Common Stock"), at a price of $100 per share, and (ii) 108 shares of
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the Company's Redeemable Preferred Stock, par value $.01 per share (the
"Preferred Stock)," at a price of $1,000 per share. The shares of Common Stock
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and Preferred Stock purchased by Executive hereunder are referred to
collectively in this Agreement as the "Shares" or the "Executive Stock."
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Certain definitions are set forth in paragraph 7 of this Agreement.
The parties hereto agree as follows:
27 Purchase and Sale of Executive Stock.
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(1) Upon execution of this Agreement, Executive shall purchase, and the
Company shall sell to Executive, 720 shares of Common Stock and 108 shares of
Preferred Stock for an aggregate purchase price of $180,000. Executive has
already delivered to the Company a promissory note dated March 7, 2000 in the
principal amount of $130,000, which note constitutes payment of $130,000 of the
total $180,000 purchase price. The Company shall deliver to Executive a copy of
certifi-▇▇▇▇▇ repre-senting the 720 shares of Common Stock and the 108
shares of Preferred Stock purchased hereunder and Executive shall deliver to the
Company a promissory note of even date herewith in the form of ANNEX A attached
hereto in the principal amount of $50,000 (collectively with the $130,000 note
mentioned above, the "Executive Notes" and each an "Executive Note").
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Executive's obligations under the Executive Notes shall be secured by a pledge
of the Executive Stock to the Company, and in connection therewith, Executive
shall enter into a pledge agreement in the form of ANNEX B attached hereto.
(2) In connection with the purchase and sale of the Shares hereunder,
Executive represents and warrants to the Company that:
(1) Execu-tive Stock to be acquired by Executive pursuant to this Agreement
shall be acquired for Executive's own account and not with a view to, or
intention of, distribu-tion thereof in violation of the Securities Act, or any
applicable state securities laws, and Executive shall not dispose of any shares
of Executive Stock in contravention of the Securities Act or any applicable
state securities laws.
(2) Executive is an employee of the Company or one of its subsidiaries, is
sophisticated in financial matters and is able to evaluate the risks and
benefits of an investment in Executive Stock.
(3) Executive is able to bear the economic risk of his or her investment in
Executive Stock for an indefinite period of time. Executive understands that
shares of Executive Stock have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequent-ly registered under the
Securities Act or an exemption from such registration is available.
(4) Executive has had an opportunity to ask questions and receive answers
concerning the terms and conditions of the offering of Executive Stock and has
had full access to (A) such other information concerning the Company and the
offering of Executive Stock hereunder as he or she has requested and (B) such
other information which Executive deemed necessary and desirable to make an
informed investment decision regarding the purchase of Executive Stock
hereunder.
(5) This Agreement constitutes the legal, valid and binding obligation of
Executive, enforceable in accordance with its terms, and the execution, delivery
and performance of this Agreement by Executive does not and shall not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject.
(3) As an inducement to the Company to issue Executive Stock to Executive
hereunder, and as a condition thereto, Executive acknowledges and agrees that:
(1) neither the issuance of Executive Stock to Executive hereunder nor any
provision contained herein shall entitle Executive to remain in the employment
of the Company or its subsidiaries or affect the right of the Company or its
subsidiaries to terminate Executive's employment at any time; and
(2) neither the Company nor its subsidiaries shall have any duty or
obligation to disclose to Executive, and Executive shall have no right to be
advised of, any information regarding the Company or its subsidiaries at any
time prior to, upon or in connection with the repurchase of Executive Stock upon
the termination of Executive's employment with the Company or its
subsidiaries or as otherwise provided hereunder.
(4) The Company and Executive acknowledge and agree that this Agreement has
been executed and delivered, and Executive Stock has been issued hereunder, in
connection with and as a part of the compensation and incentive arrangements
between the Company and Executive.
(5) As an inducement to Executive to purchase Executive Stock hereunder, and
as a condition thereto, the Company hereby represents and warrants that (i)
it is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, it has full corporate power and authority to
execute, deliver and perform this Agreement (including for purposes of this
paragraph 1(e) the Executive Note attached hereto as ANNEX A and the pledge
agreement in the form attached hereto as ANNEX B) and to consummate the
transactions contemplated hereby, and the execution, delivery and performance by
it of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action; (ii) this
Agreement has been duly and validly executed and delivered by the Company and
constitutes a legal and binding obligation of the Company, enforceable against
the Company in accordance with its terms; (iii) the Executive Stock has been
duly authorized and validly issued, and that upon satisfaction of Executive's
obligation to pay the principal of and interest on the Note, the Executive Stock
will be fully-paid and non-assessable; and, (iv) the execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby will not violate any provision of law,
statute, rule or regulation to which the Company is subject, violate any order,
judgment or decree applicable to the Company or conflict with or result in a
breach or default under any term or condition of the Company's certificate of
incorporation or bylaws or any material agreement or instrument to which the
Company is a party or by which it is bound.
28 Restrictions on Transfer of Executive Stock. Executive shall not sell,
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pledge or otherwise transfer any interest in any Executive Stock except pursuant
to (i) a Public Sale, (ii) the provisions of paragraph 5 hereof, (iii)
paragraphs 3 or 4 of the SecurityHolders Agreement dated April 1, 1998, as
amended, by and among the parties hereto and other parties, or (iv) upon the
death of Executive pursuant to his or her will or the laws of descent and
distribution.
29 Additional Restrictions on Transfer.
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(6) The certificates representing shares of Executive Stock shall bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH
7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN
---
THE ABSENCE OF AN EFFECTIVE REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE SECURITIES LAWS OR AN EXEMP-TION FROM REGISTRATION THEREUN-DER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL HOLDER OF SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF MARCH
7, 2000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT
MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."
(7) Holdback. In connection with any Public Sale, Executive agrees to
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comply with the terms of any underwriting agreement (or other related agreement)
---
that is approved by the Board and entered into by the holders of a majority
of shares in the Company
30 Sale of the Company.
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(8) Consent to Sale of the Company. If the Board and the holders of a
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majority of the Company's Common Stock then out-standing approve a Sale of the
---
Company (the "Approved Sale"), Executive shall consent to and raise no
- --------------
objections against the Approved Sale of the Company. If the Approved Sale is
structured as a sale of stock, Executive shall agree to sell all Executive Stock
on the terms and conditions approved by the Board and the holders of a
majority of the Common Stock then outstanding. If the Approved Sale is
structured as a merger, Executive shall approve the merger and agree to waive
all dissenters, approval or similar rights he or she may have in connection
therewith. Executive shall take all necessary and desirable actions in
connection with the consummation of any Approved Sale as reasonably requested by
the Board or holders of a majority of the Company's Common Stock then
outstanding.
(9) Conditions to Obligation. The obligations of Executive with respect to
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the Approved Sale are subject to the satisfaction of the following conditions:
(i) upon the consummation of the Approved Sale, Executive shall receive the same
form of consideration and the same portion of the aggregate consideration
that Executive would have received if such aggregate consideration had been
distributed by the Company in complete liquidation pursuant to the rights and
preferences set forth in the Company's Certificate of Incorporation as in effect
immediately prior to the consummation of the Approved Sale; (ii) if any other
holder of capital stock of the Company is given an option as to the form and
amount of consideration to be received, Executive shall be given the same
option.
(10) Purchaser Representative. If the Company or the holders of the
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Company's securities enter into any negotiation or transaction for which Rule
----
506 (or any similar rule then in effect) promulgated by the Securities Exchange
--
Commission may be available with respect to such negotiation or transaction
(in-cluding a merger, consolidation or other reorganization), Executive shall,
at the request of the Company, appoint a purchaser repre-sentative (as such term
is defined in Rule 501) reasonably acceptable to the Company. If Executive
appoints the purchaser repre-sentative designated by the Company, the Company
shall pay the fees of such purchaser representative, but if Executive declines
to appoint the purchaser representative designated by the Company Executive
shall appoint another purchaser representative (reasonably acceptable to the
Company), and shall be responsible for the fees of the purchaser representative
so appointed.
(11) Termination of Restrictions. The provisions of this paragraph 5 shall
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terminate with respect to any shares of Executive Stock when such shares have be
sold in a Public Sale.
31 Rule 701 Under the Securities Act. Executive and the Company hereby
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acknowledge and agree that the purchase and sale of securities contemplated
--
hereunder is part of the compensation arrangements between Executive and the
--
Company and its subsidiaries, and that this Agreement is a written contract
--
relating to the compensation of Executive. The securities purchased by
--
Executive hereunder are being issued in reliance on the exemption from
--
registration provided in Rule 701 promulgated by the Securities and Exchange
--
Commission under the Securities Act and are "restricted securities" within the
--
meaning of Rule 144 under the Securities Act. Executive hereby covenants and
agrees that he will sell the securities purchased hereunder only pursuant to
registration under the Securities Act, or pursuant to an exemption from
registration available thereunder.
32 Definitions.
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"Board" shall mean the Board of Directors of the Company.
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"Common Stock" shall mean the Company's Class B Non-Voting Common Stock,
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par value $.01 per share, or, in the event that the outstanding Common Stock is
hereafter changed into or exchanged for different stock or securities of the
Company, such other stock or securi-ties.
"Company" shall mean Ranger Aerospace Corporation, a Delaware corporation.
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"Executive Stock" shall continue to be Executive Stock in the hands of any
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holder other than Executive (except for the Company and the Significant
Stockholders and except for transferees in a Public Sale), and except as
otherwise provided herein, each such other holder of Executive Stock shall
succeed to all rights and obliga-tions attributable to Executive as a holder of
Executive Stock hereunder. Executive Stock shall also include shares of the
Company's capital stock issued with respect to Executive Stock by way of a stock
split, stock dividend or other recapitalization.
"Public Sale" means any sale to the public pursuant to an offering under
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the Securities Act or to the public pursuant to Rule 144 promulgated under the
Securities Act effected through a broker, dealer or market maker.
"Sale of the Company" means a merger or consolidation effecting a change in
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control of the Company, a sale of all or substantially all of the Company's
assets or a sale of a majority of the Company's outstanding voting securities.
"Securities Act" means the Securities Act of 1933, as amended from time to
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time, and any successor statute.
"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of
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(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law).
33 Notices. All notices, demands or other communications to be given or
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delivered under or by reason of the provisions of this Agreement shall be in
--
writing and shall be deemed to have been given when delivered personally, mailed
--
by certified or registered mail (return receipt requested and postage prepaid),
or sent by facsimile (with facsimile transmission information and hard copy to
follow by regular mail) to the recipient. Such notices, demands and other
communications shall be sent to you and to the Company at the addresses
indicated below:
(12) If to Executive:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇
Wyche, Burgess, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ (29601)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(13) If to the Company:
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Ranger Aerospace Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ International Airport
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: President
With a copy to:
CIBC Wood Gundy Ventures. Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
34 General Provisions.
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(14) Transfers in Violation of Agreement. Any Transfer or attempted
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Transfer of any Executive Stock in violation of any provision of this Agreement
----
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Executive Stock as the owner of such
stock for any purpose.
(15) Severability. Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
----
applicable law, but if any provision of this Agreement is held to be prohibited
----
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(16) Entire Agreement. This Agreement constitutes the entire understanding
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between Executive and the Company, and supersedes all other agreements, whether
written or oral, with respect to the acquisition by Executive of Executive Stock
of the Company.
(17) Counterparts. This Agreement may be executed simultaneously in two or
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more counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same Agreement.
(18) Successors and Assigns. Except as otherwise expressly provided herein,
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all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
(19) Governing Law. The corporate law of Delaware shall govern all
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questions concerning the relative rights of the Company and its stockholders.
----
All other questions concerning the construction, validity and interpretation of
this Agreement shall be governed by the internal law, and not the law of
conflicts, of Delaware.
(20) Remedies. The parties hereto shall be entitled to enforce their rights
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under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing
in their favor. The parties hereto acknowledge and agree that money damages
would not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto may, in its sole discretion, apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.
(21) Amendment and Waiver. Except as otherwise provided herein, any
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provision of this Agreement may be amended or waived only with the prior written
----
consent of Executive and the Company.
(22) Business Days. If any time period for giving notice or taking action
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hereunder expires on a day which is a Saturday, Sunday or legal holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.
(23) Descriptive Headings. The descriptive headings of this Agreement are
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inserted for convenience only and do not constitute a part of this Agreement.
* * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amended &
Restated Executive Stock Agreement on the date first written above.
RANGER AEROSPACE CORPORATION,
By:______________________________
Its: ______________________________
EXECUTIVE
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Agreed and Accepted:
▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
ANNEX A
PROMISSORY NOTE
$50,000 March 7, 2000
For value received, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Promisor") promises to pay to the
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order of Ranger Aerospace Corporation, a Delaware corporation (the "Company"),
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the aggregate principal sum of $50,000. This Note was issued pursuant to and is
subject to the terms of the Amended & Restated Executive Stock Agreement, dated
as of the date hereof, between the Company and Promisor (the "Executive Stock
---------------
Agreement"). Unless otherwise indicated herein, capitalized terms used in this
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Note have the meaning set forth in the Executive Stock Agreement.
Interest shall accrue on a daily basis on the outstanding principal amount
of this Note at a rate equal to the lesser of (i) 9.5% per annum, compounded
annually, computed on the basis of a 360 day year and the actual number of days
elapsed or (ii) the highest rate permitted by applicable law, and shall be
payable at such time as the principal of this Note becomes due and payable.
Payments of principal and of accrued and unpaid interest under this Note
shall be due or payable on the earlier of (i) April 1, 2008 or (ii) the date of
Executive's Termination with Cause, except as otherwise provided herein or in
the Executive Stock Agreement of even date herewith.
Payments of principal of, and accrued and unpaid interest under, this Note
shall be due and payable upon Executive's receipt of proceeds from the transfer
of any Executive Stock (other than a transfer to a Permitted Transferee, as
defined in, and in accordance with, the Securityholders Agreement) in the full
amount of such proceeds or such lesser amount as is necessary to pay the full
amount of outstanding principal of and accrued interest under this Note and for
Promisor to otherwise fully and finally discharge its obligations under this
Note. Promisor may, at his option, pay all or any portion of the principal of,
and accrued and unpaid interest under, this Note at any time prior to the
maturity hereof without penalty or premium. Promisor may, at his option, pay
all or any portion of amounts due under this Note by surrendering to the Company
shares of Executive Stock having a Fair Market Value equal to the amount of such
payment. Any payment hereunder shall be applied first to pay accrued and unpaid
interest under this Note and second to reduce the outstanding principal amount
of this Note.
The amounts due under this Note are secured by a pledge of the Pledged
Shares (as such term is defined in the Amended & Restated Pledge Agreement,
dated as of the date hereof, between Promisor and the Company). Any cash
dividends declared and paid with respect to the Pledged Shares shall be payable
directly to the Company and shall be applied to reduce the outstanding principal
amount (and any interest thereon) of this Note, and any cash dividends paid to
Promisor with respect to the Pledged Shares will be promptly remitted to the
Company and shall be applied to reduce the outstanding principal amount (and any
interest thereon) of this Note.
Notwithstanding anything to the contrary contained herein or in the
Executive Stock Agreement, it is expressly agreed that the Company or any
subsequent holder of this Note shall look only to the Pledged Shares with
respect to aggregate Defaults in excess of the sum of (i) 25% of the original
principal amount of this Note and (ii) 25% of all interest (both paid and
unpaid) accrued on the Note, it being understood that, with respect to such
amounts, this Note shall be without recourse to Promisor with respect to
aggregate Defaults exceeding such amount.
In the event Promisor fails to pay any amounts due hereunder when due,
Promisor shall pay to the holder hereof, in addition to such amounts due, all
costs of collection, including reasonable attorneys fees.
Promisor, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Promisor hereunder.
Any failure by the Company to exercise any right hereunder shall not be
construed as a waiver of its right to exercise the same or any other right
hereunder at any other time.
This Note and all rights hereunder shall be governed by the initial laws,
and not the laws of conflict, of the State of Florida.
RANGER AEROSPACE CORPORATION,
a Delaware Corporation
By:______________________________
Its:______________________________
_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
ANNEX B
AMENDED & RESTATED
RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK PLEDGE AGREEMENT
--------- ----- ------ ---------
THIS AMENDMENT (this "Amendment") to the Ranger Aerospace Corporation
---------
Executive Stock Pledge Agreement by and between Ranger Aerospace Corporation, a
Delaware corporation, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is made to be effective as of March 7,
2000.
WHEREAS, the parties hereto desire to amend certain provisions of the
Ranger Aerospace Corporation Executive Stock Pledge Agreement, dated as of March
7, 2000 (the "Executive Stock Pledge Agreement") between the parties hereto.
---------------------------------
NOW, THEREFORE, the parties to this Amendment hereby agree that the
Executive Stock Pledge Agreement is amended and restated to read as follows:
THIS PLEDGE AGREEMENT is made as of March 7, 2000, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("Pledgor"), and Ranger Aerospace Corporation, a Delaware Corporation (the
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"Company").
------
The Company and Pledgor are parties to an Amended & Restated Executive
Stock Agreement of even date herewith, pursuant to which Pledgor purchased (i)
720 shares of the Company's Class B Common Stock, $.01 par value per share and
(ii) 108 Shares of the Company's Redeemable Preferred Stock, par value $.01 per
share (collectively, the "Pledged Shares"), for an aggregate purchase price of
--------------
$180,000. The Company has allowed Pledgor to purchase the Pledged Shares by
delivery to the Company of (i) a promissory note dated March 7, 2000, in the
principal amount of $130,000 and (ii) a promissory note of even date herewith in
the principal amount of $50,000 (each, a "Note" and collectively, the "Notes").
---- -----
This Pledge Agreement provides the terms and conditions upon which the Notes are
secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Company to accept the Notes as payment
for the Pledged Shares, Pledgor and the Company hereby agree as follows:
1. Pledge. Pledgor hereby pledges to the Company, and grants to the
------
Company a security interest in, the Pledged Shares as security for the prompt
and complete payment when due of the unpaid principal of and interest on the
Notes and full payment and performance of the obligations and liabilities of
Pledgor hereunder.
2. Delivery of Pledged Shares. Upon the execution of this Pledge
-------- -- ------- ------
Agreement Pledgor shall deliver to the Company the certificate(s) representing
the Pledged Shares, together with duly executed forms of assignment sufficient
to transfer title thereto to the Company.
3. Voting Rights; Cash Dividends. Notwithstanding anything to the
------ ------ ---- ---------
contrary contained herein, during the term of this Pledge Agreement until such
time as there exists a default in the payment of principal or interest on either
Note or any other default under either Note or hereunder, Pledgor shall be
entitled to all voting rights with respect to the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares. Any cash dividends declared and paid
with respect to the Pledged Shares shall be payable directly to the Company and
shall be applied to reduce the outstanding principal amount (and any interest
thereon) of the Notes, and any cash dividends paid to Promisor with respect to
the Pledged Shares will be promptly remitted to the Company and shall be applied
to reduce the outstanding principal amount (and any interest thereon) of the
Notes.
4. Stock Dividends; Distributions, etc. If, while this Pledge
----- --------- ------------- ---
Agreement is in effect, Pledgor becomes entitled to receive or receives any
securities or other property in addition to, in substitution of, or in exchange
for any of the Pledged Shares (whether as a distribution in connection with any
recapitalization, reorganization or reclassification, a stock dividend or
otherwise), Pledgor shall accept such securities or other property on behalf of
and for the benefit of the Company as additional security to the Company
together with duly executed forms of assignment, and such additional security
shall be deemed to be part of the Pledged Shares hereunder.
5. Default. If Pledgor defaults in the payment of the principal or
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interest under either Note when it becomes due (whether upon demand,
acceleration or otherwise) or any other event of default under either Note or
this Pledge Agreement occurs (including the bankruptcy or insolvency of
Pledgor), the Company may exercise any and all the rights, powers and remedies
of any owner of the Pledged Shares (including the right to vote the shares and
receive dividends and distributions with respect to such shares) and shall have
and may exercise without demand any and all the rights and remedies granted to a
secured party upon default under the Uniform Commercial Code of the State of
Florida or otherwise available to the Company under applicable law. Without
limiting the foregoing, the Company is authorized to sell, assign and deliver at
its discretion, from time to time, all or any part of the Pledged Shares at any
private sale or public auction, on not less than ten days written notice to
Pledgor, at such price or prices and upon such terms as the Company may deem
advisable. Pledgor shall have no right to redeem the Pledged Shares after any
such sale or assignment. At any such sale or auction, the Company may bid for,
and become the purchaser of, the whole or any part of the Pledged Shares offered
for sale. In case of any such sale, after deducting the costs, attorneys' fees
and other expenses of sale and delivery, the remaining proceeds of such sale
shall be applied to the principal of and accrued interest on the Notes; provided
that after payment in full of the indebtedness evidenced by the Notes, the
balance of the proceeds of sale then remaining shall be paid to Pledgor and
Pledgor shall be entitled to the return of any of the Pledged Shares remaining
in the hands of the Company. Pledgor shall be liable for an amount not to
exceed 25% of the outstanding principal and accrued interest on the Notes for
any deficiency if the remaining proceeds are insufficient to pay the
indebtedness under the Notes in full, including the fees of any attorneys
employed by the Company to collect such deficiency.
6. Costs and Attorneys' Fees. All costs and expenses (including
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reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall become
part of the indebtedness secured hereunder and shall be paid by Pledgor or
repaid from the proceeds of the sale of the Pledged Shares hereunder.
7. Payment of Indebtedness and Release of Pledged Shares. Upon payment
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in full of the indebtedness evidenced by the Notes, the Company shall surrender
the Pledged Shares to Pledgor together with all forms of assignment.
8. No Other Liens; No Sales or Transfers. Pledgor hereby represents
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and warrants that he has good and valid title to all of the Pledge Shares, free
and clear of all liens, security interests and other encumbrances, and Pledgor
hereby covenants that, until such time as all of the outstanding principal of
and interest on the Notes has been repaid, Pledgor shall not (i) create, incur,
assume or suffer to exist any pledge, security interest, encumbrance, lien or
charge of any kind against the Pledged Shares or Pledgor's rights or a holder
thereof, other than pursuant to this Agreement and the Securityholders Agreement
of even date, or (ii) sell or otherwise transfer any Pledged Shares or any
interest therein unless all of the proceeds associated with such sale or
transfer are applied against the accrued and unpaid interest on and principal of
the Notes at the time of such sale or transfer.
9. Further Assurances. Pledgor agrees that at any time and from time
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to time upon the written request of the Company, Pledgor shall execute and
deliver such further documents (including UCC financing statements) and do such
further acts and things as the Company may reasonably request in order to effect
the purposes of this Pledge Agreement.
10. Severability. Any provision of this Pledge Agreement which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
11. No Waiver; Cumulative Remedies. The Company shall not by any act,
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delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
12. Waivers, Amendments; Applicable Law. None of the terms or
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provisions of this Pledge Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by the parties hereto. This
Agreement and all obligations of the Pledgor hereunder shall together with the
rights and remedies of the Company hereunder, inure to the benefit of the
Company and its successors and assigns. This Pledge Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws of the State
of Florida.
* * * *
IN WITNESS WHEREOF, this Amended & Restated Executive Stock Pledge
Agreement has been executed as of the date first above written.
RANGER AEROSPACE CORPORATION
By: ______________________________
Its: ______________________________
___________________________________
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