EXHIBIT 10.32
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of March 7, 1997 (this "Amendment
Agreement"), among DeCrane Aircraft Holdings, Inc. (the "Company"), Nassau
Capital Partners L.P., ("Nassau Capital") and NAS Partners I L.L.C. ("NAS",
and together with Nassau Capital ("Nassau")).
WHEREAS, the Company and Nassau are parties to a Securities Purchase
Agreement dated as of February 20, 1996 (the "Agreement");
WHEREAS, in connection with the Agreement, the Company issued to
Nassau Series E Warrants, Series F Warrants and Series G Warrants exercisable
into shares of common stock, without par value (the "Common Stock"), of the
Company (collectively, the "Warrants");
WHEREAS, Section 8.7 of the Agreement and Section 14.9 of the
Warrants provide that the Agreement and the Warrants, as the case may be, may
be amended by an instrument in writing which is executed by the Company and
Nassau;
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission relating to an initial public offering of
the Common Stock (the "IPO"); and
WHEREAS, the Company and Nassau desire to amend the Agreement and
the Warrants in the manner set forth below in the event of, and effective
immediately upon, consummation of an IPO;
NOW THEREFORE, in consideration of the premises and for other
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Upon consummation of an IPO, Sections 7.1, 7.2 and 7.4 of the
Agreement shall be deleted in their entirety and replaced with the following:
7.1 TERM: EXERCISE. Subject to the terms and conditions
contained in this Agreement and in the Series E Warrants, the Series E
Warrants are exercisable, in the manner set forth in the Series E
Warrants, in whole or in part, at any time and from time to time during
the period commencing on the Effective Date (as defined in the Series E
Warrants) and ending at 5:00 p.m. New York City time on December 31,
2003, and shall be void thereafter.
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7.2 SERIES E WARRANTS. At the Closing, the Investors will
receive Series E Warrants exercisable into an aggregate of 350,000
shares of Company Common Stock.
7.4 ANTIDILUTION PROVISIONS. The number of shares of Common
Stock for which the Series E Warrants may be exercised shall be adjusted
as set forth in the Series B Warrants in order to preserve the relative
position of the holder of the Series E Warrants vis-a-vis the number of
the issued and outstanding shares of Common Stock which such holder may
acquire upon exercise of the Series E Warrants.
2. Upon consummation of an IPO, all references in the Agreement to the
Warrants shall be deemed to be references only to the Series E Warrants.
3. Upon consummation of an IPO, the Series F Warrants and Series G
Warrants issued to Nassau shall be null and void and of no further force and
effect.
4. Upon consummation of an IPO, the cover page of the Series E
Warrants shall be amended to provide that (i) Warrant No. E-1 is exercisable
initially into 348,095 shares of Common Stock and (ii) Warrant No. E-2 is
exercisable initially into 1905 shares of Common Stock.
5. Upon consummation of an IPO, the paragraph immediately preceding
Section 1 of page 1 of the Series E Warrants shall be amended to delete the
words "the Warrant Value (as defined herein)" on the ninth and tenth lines
thereof in their entirety and replace them with the words "Three-hundred and
forty-eight thousand, ninety-five shares" in the case of Warrant No. E-1 and
"One-thousand, nine hundred and five shares" in the case of Warrant No. E-2.
6. Upon consummation of an IPO, the definition of "Effective Date" set
forth in Section 1 of the Series E Warrants shall be deleted in its entirety
and replaced with the following:
"Effective Date" shall mean the date on which a registration statement
of the Company relating to an initial public offering of Common Stock is
declared effective by the Securities and Exchange Commission."
7. Upon consummation of an IPO, Section 2.1 of the Series E Warrants
shall be deleted in its entirety and Sections 2.2 through 2.5 will be
renumbered accordingly.
8. Upon consummation of an IPO, the first paragraph of Section 2.2 of
the Series E Warrants (which will be renumbered as Section 2.1) shall be
deleted in its entirety and shall be replaced by the following:
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"2.1. MANNER OF EXERCISE. From and after the Effective Date, and until
5:00 P.M. New York time on the Expiration Date, the Holder may exercise
this Warrant, on any Business Day, for all or any part of the number of
shares of Common Stock purchasable hereunder."
9. Upon the execution of this Amendment Agreement by representatives
of Nassau and the Company, Section 4.11 of the Series E Warrants shall be
deleted in its entirety.
10. Upon consummation of an IPO, Nassau shall exercise the Series E
Warrants.
11. (a) This Amendment Agreement has been duly executed and delivered
by each party hereto and constitutes a valid and binding obligation of each
such party, enforceable against such party in accordance with its terms.
(b) This Amendment Agreement shall become effective upon execution
and delivery by the parties hereto; PROVIDED, however that in the event that
no IPO has been consummated by June 30, 1997, this Amendment Agreement may be
terminated at any time after such date in the sole discretion of Nassau by
delivery of written notice to the Company. In the event that Nassau
terminates this Amendment Agreement pursuant to the proviso of the preceding
sentence, the Agreement and the Warrants shall be deemed never to have been
amended hereby. Except as expressly amended hereby, the provisions of the
Agreement and the Series E Warrants are and shall remain in full force and
effect.
12. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
13. This Amendment Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed as of the day and year first above written.
DECRANE AIRCRAFT HOLDINGS, INC.
By: /s/ (Illegible)
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Name:
Title:
NASSAU CAPITAL PARTNERS L.P.
By: NASSAU CAPITAL L.L.C.
General Partner
By:
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Name:
Title:
NAS PARTNERS I L.L.C
By:
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Name:
Title: