Exhibit 4.1
AMENDMENT NO. 2
to
COMMON STOCK WARRANT CERTIFICATE
for the Purchase of 129,000 Shares
of Common Stock of Aviation Sales Company
THIS AMENDMENT NO. 2 ("Amendment") is entered into as of the 12/th/ day
of July, 2002 between TIMCO AVIATION SERVICES, INC., a Delaware corporation
formerly known as Aviation Sales Company (the "Company"), and CITICORP USA,
INC., a Delaware corporation ("CUSA").
W I T N E S S E T H:
WHEREAS, the Company issued that certain Common Stock Warrant
Certificate for the purchase of 129,000 shares of common stock of the Company to
CUSA on February 18, 2000, which Common Stock Warrant Certificate has heretofore
been amended pursuant to Amendment No. 1 dated as of May 31, 2000 (such Common
Stock Warrant Certificate, as amended, being referred to as the "Warrant");
WHEREAS, as a result of the Company's one-for-ten stock combination on
February 28, 2002, as of the date hereof the Warrant is exercisable for 12, 900
shares of Common Stock and the Put Price is $85.00; and
WHEREAS, the Company and CUSA are desirous of further amending certain
terms of the Warrant;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and CUSA hereby agree as follows:
1. Amendment. Effective as of the day and year first above written,
the Warrant is hereby amended as follows:
1.1 Section 5.1 is amended to delete the introductory portion of the
second sentence thereof preceding clauses (i) and (ii) in its entirety and
substitute the following therefor:
The Company shall, upon written notice from the Holder or the
holders of Warrant Shares (the "Repurchase Notice"),
repurchase, on the date and in the manner set forth in Section
5.2 below, from such holder:
1.2 Section 5.3 is amended to delete the provisions thereof in their
entirety.
1.3 Section 6.1 is amended to delete the provisions of the last
sentence thereof in their entirety and substitute the following therefor:
The Company shall cause the Registration Statement registering
the Warrant Shares to remain effective until at least August
15, 2004.
2. Reference to and Effect on the Warrant. Upon the
effectiveness of this Amendment, each reference in the Warrant to "this
Warrant", "hereunder", "hereof", "herein" or words of like import shall mean and
be a reference to the Warrant as amended hereby. Except as specifically amended
above, the Warrant shall remain in full force and effect, and is hereby ratified
and confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided hrein, operate as a waiver of any right, power
or remedy of CUSA or any "Holder" (as defined in the Warrant), or constitute a
waiver of any provision of the Warrant.
3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
5. Counterparts. This Amendment may be executed by one or more
fo the parties hereto on any number of separate counterparts, each of which
shall be deemed an original and all of which, taken together, shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of
this Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
TIMCO AVIATION SERVICES, INC. CITICORP USA, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Treasurer Vice President
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