EXHIBIT 10.21
AMENDMENT NO. 1 TO AGREEMENT
THIS AMENDMENT NO. 1 TO AGREEMENT is made and entered into as of this
4th day of December, 2000 (the "Amendment"), between AVIATION SALES COMPANY, a
Delaware corporation (the "Company"), LJH, CORPORATION, a Texas corporation, of
which Xxxx X. Xxxxxx is the sole stockholder ("LJH Corp.") and XXXX X. XXXXXX
("Xxxxxx"), an individual and resident of the State of Texas (Xxxxxx and LJH
Corp., and their respective affiliates and associates, are hereinafter referred
to collectively as the "Xxxxxx Group").
WHEREAS, the Company, LJH Corp., and Xxxxxx are parties to the
Agreement dated as of March 10, 2000 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company (the "Board") has agreed
to amend its Rights Agreement dated as of November 1, 1999 (as amended by
Amendment No. 1 to Rights Agreement, dated as of March 14, 2000) (the "Rights
Agreement") to permit the Xxxxxx Group to beneficially own up to, but not more
than, thirty percent (30%) of the issued and outstanding shares of common stock
of the Company, par value $0.001 per share (the "Common Stock"), without
triggering the distribution of rights under the Rights Agreement ("Amendment No.
2 to Rights Agreement"); and
WHEREAS, the Board has approved the transactions contemplated by
Amendment No. 2 to Rights Agreement and this Amendment upon the terms and
conditions contained therein and herein; and
WHEREAS, pursuant to Section 6.5 of the Agreement, the Agreement may be
amended with the approval of all parties thereto; and
WHEREAS, a majority of the Disinterested Directors (as defined in the
Agreement) has approved the waiver and amendment of certain provisions of the
Agreement pursuant to Sections 3.11 and 6.5 of the Agreement;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Amendment of Section 3.1(b). Section 3.1(b) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"No member of the Xxxxxx Group shall, prior to March 10, 2005, directly
or indirectly acquire, offer to acquire, agree to acquire, become the
beneficial owner of or obtain any rights in respect of any Company
Voting Securities, by purchase or otherwise, or take any action in
furtherance thereof, if the effect of such acquisition, agreement or
other action would be (either immediately or upon consummation of any
such acquisition, agreement or other action, or upon the expiration of
any period of time provided in any such acquisition, agreement or other
action) to increase the aggregate beneficial ownership of Company
Voting Securities by the Xxxxxx Group to such number of Company Voting
Securities that represents or possesses greater than 30.0% of the
Combined Voting Power of Company Voting Securities; provided,
however, that shares of Common Stock beneficially owned by Xxx X.
Xxxxxx ("Xxxxxx") solely through the grant of stock options by the
Company to Xxxxxx as a Director of the Company shall be excluded from
such percentage. Notwithstanding the foregoing maximum percentage
limitation, (A) no member of the Xxxxxx Group shall be obligated to
dispose of any Company Voting Securities beneficially owned in
violation of such maximum percentage limitation if, and solely to the
extent that, its beneficial ownership is or will be increased solely as
a result of a repurchase, redemption or other acquisition of any
Company Voting Securities by the Company or any of its subsidiaries,
and (B) the foregoing maximum percentage limitation shall not prohibit
any purchase of Company Voting Securities by any member of the Xxxxxx
Group directly from the Company (including pursuant to the exercise of
stock options, rights, subscription rights or standby purchase
obligations in connection with rights offerings by the Company),
provided such purchase is approved by a majority of the Disinterested
Directors.
2. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4. Governing Law. This Amendment shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.
5. Effectiveness. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
XXXX X. XXXXXX
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
LJH, CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
AVIATION SALES COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chairman of the Board
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