EXHIBIT 10.14
AMENDMENT
TO THE RANGER AEROSPACE CORPORATION
PROMISSORY NOTE
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and
AMENDMENT
TO THE RANGER AEROSPACE CORPORATION
EXECUTIVE STOCK PLEDGE AGREEMENT
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THIS AMENDMENT (this "Amendment") to each of the above described agreements
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is made as of March 7, 2000 by and between Ranger Aerospace Corporation, a
Delaware corporation (the "Company") and Stephen D. Townes ("Executive").
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Unless otherwise indicated herein, each capitalized term used herein shall have
the meaning set forth in the Executive Stock Agreement, dated as of April 2,
1998, between Executive and the Company, as amended (the "Executive Stock
Agreement"). The Company and Executive are sometimes referred to herein as a
"Party" and collectively as the "Parties".
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WHEREAS, the Parties desire to amend certain provisions of the Promissory
Note dated April 1, 1998 and attached as Annex A to the Ranger Aerospace
Corporation Executive Stock Agreement, dated as of April 2, 1998 (the
"Promissory Note").
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WHEREAS, the Parties desire to amend certain provisions of the Executive
Stock Pledge Agreement dated April 2, 1998 and attached as Annex B to the Ranger
Aerospace Corporation Executive Stock Agreement, dated as of April 2, 1998 (the
"Pledge Agreement").
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NOW, THEREFORE, the parties to this Amendment hereby agree as follows:
1. The third paragraph of the Promissory Note is hereby deleted in its
entirety and replaced with the following:
"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."
2. Paragraph 1 of the Pledge Agreement is hereby deleted in its entirety and
replaced with the following:
"1. Pledge. Pledgor hereby pledges to the Company, and grants to the Company a
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security interest in, the 2,663 shares of Executive Stock purchased pursuant to
the Executive Stock Agreement dated April 1, 1998 (the "Pledged Shares") as
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security for the prompt and complete payment when due of the unpaid principal of
and interest on the Note and full payment and performance of the obligations and
liabilities of Pledgor hereunder."
3. Paragraph 2 of the Pledge Agreement is hereby deleted in its entirety and
replaced with the following:
"2. Delivery of Pledged Shares. Upon the execution of this Pledge Agreement
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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."
4. Paragraph 5 of the Pledge Agreement is hereby amended by deleting the
words "any deficiency" from the last sentence of such paragraph and replacing
them with the words "an amount not to exceed 25% of the outstanding principal
and accrued interest on the Note for any deficiency."
5. Paragraph 8 of the Pledge Agreement is hereby amended by adding the
following language at the end thereof:
"unless all of the proceeds associated with such sale or transfer are applied
against the accrued and unpaid interest on and principal of the Note at the time
of such sale or transfer."
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
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RANGER AEROSPACE CORPORATION,
a Delaware Corporation
By:______________________________
Its:______________________________
_____________________________
Stephen D. Townes
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