0001193125-13-419750 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • October 31st, 2013 • Breeze-Eastern Corp • Aircraft parts & auxiliary equipment, nec • Delaware

This Amendment No. 2 to Rights Agreement (this “Amendment”) is dated as of October 30, 2013 and effective as of October 29, 2013 (the “ Effective Date “) and amends the Rights Agreement, dated as of July 19, 2011 and effective as of July 18, 2011, as amended, between Breeze-Eastern Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. as Rights Agent (the “ Rights Agent “). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.

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