EXHIBIT 99.8
Amendment Number One, dated as of March 12, 1996 ("Amendment") to the
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Registration Rights Agreement dated as of August 2, 1990 and as amended hereby
(the "Agreement"), between Banner Aerospace, Inc., a Delaware corporation
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(the "Company") and Banner Aerospace Holding Company II, Inc., a Delaware
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corporation ("Banner"). Capitalized terms used and not otherwise defined
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herein shall have the meanings assigned to them in the Agreement.
WHEREAS, The Xxxxxxxxx Corporation, a Delaware corporation
("Fairchild"), as a Permitted Transferee and assignee of Banner has been
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assigned Banner's registration rights pursuant to the Agreement with respect to
shares of Common Stock of the Company currently owned by Fairchild;
WHEREAS, Fairchild has assigned and delivered all of the issued and
outstanding capital stock of its indirect wholly-owned subsidiary, Harco Inc.,
to the Company solely in exchange for additional shares of the Common Stock of
the Company in accordance with the Stock Exchange Agreement, dated February 22,
1996, by and between Fairchild and the Company (the "Stock Exchange Agreement");
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and
WHEREAS, in order to induce Fairchild to enter into the Stock Exchange
Agreement, and as a condition precedent to closing of the transactions
thereunder, the Stock Exchange Agreement requires that the Company enter into
this Amendment; and
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
(a) Section 1.1 shall be further amended as follows:
"Holder" shall be amended by deleting the definition thereof and
replacing it with the following:
"Holder" shall mean Fairchild and
any subsidiary of Fairchild or any Permitted
Transferee."
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(b) Section 1.2 shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"1:2 Permitted Transferees. The rights of the Holder of
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Registrable Securities hereunder may be assigned to a transferee or assignee
(a "Permitted Transferee") in connection with any transfer or assignment of
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Registrable Common Stock by Holder thereof, provided that: (a) the Company
is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned
under and (b) the transferee acquires a number of Registrable Common Stock
not less than 20% of the then outstanding Common Stock; provided, however,
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that in any event, Fairchild may assign its rights hereunder to a subsidiary
of Fairchild. Subject to the foregoing, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties hereto and their
respective successors and assigns."
(c) Section 1.3 shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"1.3 Registrable Common Stock. "Registrable Common Stock" means
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all Common Stock of the Company owned by the Holder including, without
limitation, the Common Stock received by the Holder pursuant to the Stock
Exchange Agreement until such time as the Common Stock ceases to be
registrable as provided in Section 2.2 of this Agreement."
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officer of each party hereto as of the date first above
written.
THE XXXXXXXXX CORPORATION
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title:
BANNER AEROSPACE, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Sr. Vice President
