EXHIBIT 4.13
AMENDMENT NO. 1 TO THE WARRANT TO PURCHASE COMMON STOCK OF AVIALL, INC.
THIS AMENDMENT NO. 1 TO THE WARRANT TO PURCHASE COMMON STOCK OF AVIALL,
INC. No. ____ (this "AMENDMENT") is entered into as of December 30, 2002 between
Aviall, Inc., a Delaware corporation (the "COMPANY") and _______________________
(the "HOLDER"). Unless otherwise specified herein, all capitalized terms used in
this Amendment shall have the meaning ascribed to them in the Warrant (as
hereinafter defined).
WITNESSETH:
WHEREAS, the Company issued Warrant No. ___ on March 15, 2002 which
entitles the Holder to initially purchase from the Company an aggregate of
________ duly authorized, validly issued, fully paid and nonassessable shares of
common stock of the Company (the "WARRANT"); and
WHEREAS, pursuant to Section 11.4 of the Warrant, the Company and
Holder desire to amend the Warrant as herein set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1.
AMENDMENT TO THE WARRANT
1.1 Amendment to the Warrant. Effective upon the execution of this
Amendment by the Company and Holder, the parties hereto agree to amend the
Warrant as follows:
Section 2.1(b) of the Warrant is amended by (a) deleting the
word "five" in the second line and replacing it with the word "three",
and (b) deleting the number "5" in the second line and replacing it
with the number "3".
ARTICLE 2.
DELIVERY OF DOCUMENTS
2.1 Documents. The Company shall deliver or cause to be delivered to
the Holder contemporaneously with the execution and delivery hereof:
(a) resolutions of the Company authorizing the execution and
delivery of this Amendment by the Company certified by the secretary of the
Company; and
(b) such other documents as the Holder may reasonably request.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Holder:
3.1 Authorization. The execution, delivery and performance by the
Company of this Amendment have been authorized by all necessary corporate action
and this Amendment is a legal, valid and binding obligation of the Company
enforceable against it in accordance with its terms, except as the enforcement
thereof may be subject to (a) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally and (b) general principles of equity (regardless of whether
such enforcement is sought in a proceeding in equity or at law).
3.2 No Conflict. Neither the execution, delivery and performance of
this Amendment nor the consummation of the transactions contemplated hereby does
or shall contravene, result in a breach of, or violate (a) any provision of the
Company's certificate or articles of incorporation or bylaws, (b) any law or
regulation, or any order or decree of any court or government instrumentality,
or (c) any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries or any of its property is bound.
ARTICLE 4.
MISCELLANEOUS PROVISIONS
4.1 Reference to and Effect Upon the Warrant.
(a) Except as specifically amended above, the Warrant shall
remain in full force and effect and is hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any Default or Event of Default (each
as defined in the Securities Purchase Agreement) or any right, power, privilege
or remedy of the Holder under the Warrant, or constitute a waiver of any
provision of the Warrant. Upon the effectiveness of this Amendment, each
reference in the Warrant to this "this Warrant", "hereunder", "hereof", "herein"
or words of similar import shall mean and be a reference to the Warrant as
amended hereby.
4.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF NEW YORK.
4.3 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 purposes.
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4.4 Counterparts. This Amendment may be executed in any number of
counterparts and by facsimile, each of which counterpart when so executed shall
be deemed an original, but all such counterparts shall constitute one and the
same instrument.
4.5 Entire Agreement. This Amendment and the Warrant, including all
exhibits attached thereto, constitute the entire agreement among the parties
pertaining to the subject matter hereof and thereof and supercedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.
AVIALL, INC.
By:
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Name:
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Title:
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HOLDER
By:
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Name:
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Title:
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