EXHIBIT 4.8
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") is made as of August 15, 2000, between
Hawker Pacific Aerospace, a California corporation (the "Corporation"), and U.S.
Stock Transfer Corporation (the "Rights Agreement"), with reference to the
following facts:
The Board of Directors (the "Board") of the Corporation, at a meeting of
the Board duly called and held on August 15, 2000, authorized and directed that
the Rights Plan, dated as of March 10, 1999 (the "Rights Plan"), between the
Corporation and the Rights Agent be amended as provided in this Amendment.
Accordingly, in consideration of the premises, the parties hereby agree as
follows:
1. Certain Definitions. Unless otherwise defined herein, all capitalized
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terms used in this Amendment shall have the meanings ascribed to such terms in
the Rights Agreement.
2. Amendment. Paragraph (a) of Section 1 of the Rights Agreement is
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hereby amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as defined herein)
who or which, together with all Affiliates and Associates (as defined
herein) of such Person, shall be the Beneficial Owner (as defined
herein) of 20% or more of the then outstanding Common Shares (other
than as a result of a Permitted Offer (as defined herein)) or was such
a Beneficial Owner at any time after the date hereof, whether or not
such person continues to be the Beneficial Owner of 20% or more of the
then outstanding Common Shares. Nothwithstanding the foregoing, (A) the
term "Acquiring Person" shall not include (i) the Corporation, (ii)
any Subsidiary of the Corporation, (iii) any employee benefit plan of
the Corporation or of any Subsidiary of the Corporation, (iv) any
Person organized, appointed or established by the Corporation for or
pursuant to the terms of any such plan, (v) any of the executive
officers of Hawker Pacific Aerospace Limited, a United Kingdom company,
a Subsidiary of the Corporation (the "Subsidiary Officers"), (vi)
Xxxxxxx X. Xxxxxxx or any entity owned by or controlled by Xxxxxxx X.
Xxxxxxx, (vii) Lufthansa Technik AG or any Affiliate or Associate of
Lufthansa Technik AG, or (viii) any Person, who or which together with
all Affiliates and Associates of such Person, who or which together
with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 20% or more of the then outstanding Common Shares
as a result of the acquisition of Common Shares directly from the
Corporation, and (B) no Person shall be deemed to be an "Acquiring
Person" either (X) as a result of the acquisition of Common Shares by
the Corporation which, by reducing the number of Common Shares
outstanding, increases the proportional number of shares beneficially
owned by such Person, together with all Affiliates and
Associates of such Person; except that if (i) a Person would become an
Acquiring Person (but for the operation of this subclause X) as a
result of the acquisition of Common Shares by the Corporation, and (ii)
after such share acquisition by the Corporation, such Person, or an
Affiliate or Associate of such Person, becomes the Beneficial Owner of
any additional Common Shares, then such Person shall be deemed an
Acquiring Person, or (Y) if the Board of Directors of the Corporation
determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of
this Section 1(a), has become such, and such Person divests as promptly
as practicable a sufficient number of Common Shares so that such Person
would no longer be an Acquiring Person, as defined pursuant to the
foregoing provisions of this Section 1(a), then such Person shall not
be deemed as "Acquiring Person" for any purposes of this Agreement.
3. No Other Effect. This Amendment has been authorized in accordance with
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Section 27 of the Rights Plan. Except as specifically set forth in Section 2 of
this Amendment, the Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, as of the date and year first above written.
Attest: HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Chairman of the Title: President and
Board and Secretary Chief Executive Officer
Attest: U.S. STOCK TRANSFER CORPORATION
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President Title: Senior Vice President
