Exhibit 10.80
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 4 TO RIGHTS AGREEMENT (the "Amendment") is made and entered
into as of August 14, 2001 between AVIATION SALES COMPANY, a Delaware
corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of November 1, 1999 and Amendment Xx. 0, Xx. 0 and No. 3 to Rights
Agreement dated as of March 14, 2000, December 4, 2000 and May 24, 2001,
respectively (collectively, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may in
its sole and absolute discretion, and the Rights Agent shall if the Company so
directs, supplement or amend any provision of the Rights Agreement in any
respect without the approval of the holders of the Rights (as defined in the
Rights Agreement);
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment to Section 1. Section 1 of the Rights Agreement is amended by
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adding thereto a new definition immediately after the definition of
"Trading Day", which new definition shall read as follows:
"(hh) 'Rights Offering' shall mean the rights offering of the Company
approved by the Board of Directors on August 14, 2001."
2. Amendment of Section 1(aa). Section 1(aa) of the Rights Agreement is
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hereby amended and restated in its entirety to read as follows:
"'Significant Holder' shall refer to each of (i) Xxxxxx Xxxxxx and
any Affiliate or Associate thereof (collectively, "Xxxxxx"), for so
long as Xxxxxx is the Beneficial Owner of no more than 25% of the
issued and outstanding Common Stock, and (ii) Xxxx X. Xxxxxx, and
entities controlled by Xx. Xxxxxx, including LJH, Corporation, a
Texas corporation ("LJH"), and any Affiliate or Associate thereof
(including, without limitation and solely for purposes of this
Agreement, Xxx X. Xxxxxx and any Affiliate or Associate thereof)
(collectively, "Xxxxxx")."
3. Amendment of Section 7. Section 7(a) of the Rights Agreement is amended by
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amending the definition of "Expiration Date" by deleting the word "or"
immediately preceding clause (iii) thereof and by adding the following new
phrase immediately following clause (iii) thereof: "or (iv) immediately
prior to the closing of the Rights Offering."
4. Binding Effect. This Amendment shall be binding upon, and shall inure to
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the benefit of, the parties hereto and their respective successors and
assigns.
5. Execution in Counterparts. This Amendment may be executed in counterparts,
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each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
6. Governing Law. This Amendment shall be governed by, and interpreted in
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accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.
7. Effectiveness. Except as amended hereby, the Rights Agreement shall remain
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in full force and effect and shall be otherwise unaffected hereby.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AVIATION SALES COMPANY
By: /s Xxx X. Xxxxxx, Xx.
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Name: Xxx X. Xxxxxx, Xx.
Title: Chairman and CEO
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,
Rights Agent
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Vice President
