Exhibit 10.48
VOTING AND INDEMNITY AGREEMENT
In connection with the closing of that certain Loan Agreement between
Hawker Pacific Aerospace ("Hawker") and Lufthansa Technik AG ("LHT") dated
September 20, 2000 (the "Loan Agreement"), Hawker and LHT hereby agree as
follows (capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Loan Agreement):
1. At the next meeting of shareholders of Hawker (the "Shareholders'
Meeting"), LHT shall vote all of the Hawker securities owned by LHT as of the
record date for such Shareholders' Meeting ("LHT HPAC Shares") in favor of
approving the issuance and grant of the warrant ("Warrant") for 2,500,000 shares
of Common Stock of Hawker to LHT.
2. Hawker will indemnify and hold harmless LHT and its Affiliates and
Representatives from any and all losses, claims, damages, liabilities ("Losses")
and related costs and expenses, including the reasonable fees, and the charges
and disbursements of, any counsel for LHT, arising out of, in connection with,
or as a result of any of the following: (i) LHT's voting the LHT HPAC Shares in
favor of the issuance and grant of the Warrant, (ii) the Warrant not being duly
authorized and approved by the Shareholders at the Shareholders' Meeting due to
LHT's voting in favor of the issuance and grant of the Warrant, or (iii) due to
a majority of the shareholders other than LHT voting against such transaction.
IN WITNESS WHEREOF, the undersigned have executed this Voting and Indemnity
Agreement effective as of September 20, 2000.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
LUFTHANSA TECHNIK AG
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: General Counsel
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: General Manager
