AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO.1 TO RIGHTS AGREEMENT (this" Amendment") is made and
entered into as of this 14th day of March, 2000 between AVIATION SALES
COMPANY, a Delaware corporation (the "Company"), and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of November 1, 1999 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may in its sole and absolute discretion and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Rights Agreement
in any respect without the approval of the holders of the Rights (as defined
in the Rights Agreement);
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1 (aa). Section 1(aa) of the Rights Agreement
is hereby amended and restated in its entirty to read as follows:
"Significan Holder shall refer to each of (i) Xxxxxx Xxxxxx and
any Affiliate of Associate thereof (collectively, "Xxxxxx"), for
so long as Xxxxxx is the Beneficial Owner of no more than 25% of the
issued and outstanding Common Stock, and (ii) LJH, Corporation, a Texas
corporation ("LJH"), for so long as Xxxx X. Xxxxxx shall beneficially
own 100% of the capital stock of LJH, Xxxx X. Xxxxxx, and any
Affiliate or Associate thereof (including, without limitation and solely
for purposes of this Agreement, Xxx X. Xxxxxx and any aAffiliate or
Associate thereof) (collectively, "Xxxxxx"), for so long as Xxxxxx
is the Benefical Owner of no more then 25% of the issued and
outstanding Common Stock; provided, however, that the shares of Common
Stock beneficially owned by Xxx X. Xxxxxx solely through the grant of
stock options (or upon the exercise thereof) by the Company to Xxx X.
Xxxxxx as a member of the board of directors of the Company shall be
excluded from the calculation of such percentage; provided, further
that at the time the Agreement, dated as of March 10, 2000, by and
among the Company, Xxxx X. Xxxxxx and LJH, is terminated or expires
in accordance with the terms thereof, xxxxxx shall thereupon, and
without any further action whatsoever, no longer be a "Significan
Holder" for purposes of this Agreement."
2. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
4. Governing Law. This Amendment shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.
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5. Effectiveness. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AVIATION SALES COMPANY
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Chairman of the Board of Directors
and President
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, Rights Agent
By:/s/ X. Xxxxxxxxxx
Name: X. Xxxxxxxxxx
Title: Vice President
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