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Exhibit 4.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement, dated as of March 14, 2000 (this
"Amendment"), is made and entered into by Aviall, Inc., a Delaware corporation
(the "Company"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Rights Agreement, dated as of December 7,
1993 (the "Rights Agreement"), by and between the Company and BankBoston, N.A.,
a national banking association (as successor to The First National Bank of
Boston) (the "Rights Agent").
RECITALS
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may from time to time supplement or amend any provision of the Rights Agreement
as the Company may deem necessary or desirable.
NOW, THEREFORE, in accordance with Section 27 of the Rights Agreement,
the Company hereby amends the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended and restated in its entirety as follows:
"Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Common
Shares of the Company then outstanding, but shall not include
the Company, any Subsidiary (as such term is hereinafter
defined) of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity
holding Common Shares for or pursuant to the terms of any such
plan. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common
Shares of the Company then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 15% or
more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of
any additional Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person". Notwithstanding
the
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foregoing, if the Board of Directors of the Company determines
in good faith that a Person who would otherwise be an
"Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), has become such
inadvertently, 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 paragraph (a),
then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
2. The Rights Agreement is hereby amended in the
following additional respects:
(a) Section 2 is hereby amended by adding the following
after the word "desirable": ", upon ten (10) days' prior written
notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent."
(b) Section 18 is hereby amended by adding the word
"gross" between the words "without" and "negligence" in the second
sentence of Section 18.
(c) Section 20(c) is hereby amended by adding the word
"gross" between the words "own" and "negligence."
(d) Section 26 is hereby amended by inserting the
following address as the notice address for the Rights Agent:
"BankBoston, N.A.
c/o EquiServe Limited Partnership
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Client Administration"
3. This Amendment shall be effective as of the date
first above written, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
4. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but shall remain in full
force and effect.
5. Exhibits B and C to the Rights Agreement shall be
deemed amended in a manner consistent with this Amendment.
6. This Amendment shall be deemed to be a contract made
under the substantive laws of the State of New York and for all purposes shall
be governed by and
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construed in accordance with the substantive laws of the State of New York
applicable to contracts to be made and performed within such State.
7. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the date first above written.
AVIALL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
General Counsel
AGREED AND ACCEPTED:
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. XxXxxx
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Name: Xxxxxx X. XxXxxx
Title: Senior Account Manager
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