Exhibit 4.7.1
AMENDMENT NO. 1 TO SENIOR PREFERRED
STOCK REGISTRATION RIGHTS AGREEMENT
AMENDMENT (the "AMENDMENT") dated as of October 6, 2000 by and
among XxXxxxx Aircraft Holdings, Inc., a Delaware corporation (the "COMPANY"),
and the parties named on the signature pages hereto.
WHEREAS, pursuant to the Securities Purchase Agreement dated
as of October 6, 2000 (the "PURCHASE AGREEMENT") by and among DLJ Investment
Partners, L.P., DLJ Investment Partners II, L.P., DLJ Investment Funding II,
Inc. and DLJ ESC II, L.P. (collectively, the "SELLERS") and [Xxxxxx High Yield
Trust, Xxxxxx Funds Trust - Xxxxxx High Yield Trust II, Xxxxxx High Yield
Advantage Fund, Xxxxxx Variable Trust - Xxxxxx VT High Yield Fund, Xxxxxx
Strategic Income Fund and Xxxxxx Diversified Income Trust] (the "PURCHASERS"),
the Purchasers are purchasing (i) shares of the 16% Senior Redeemable
Exchangeable Preferred Stock of the Company (the "PREFERRED STOCK") and (ii)
warrants to purchase common stock, par value $0.01 per share, of XxXxxxx
Holdings Co. (the "WARRANTS", and together with the Preferred Stock, the
"PURCHASED SECURITIES");
WHEREAS, the Company has previously entered into a Senior
Preferred Stock Registration Rights Agreement dated as of June 30, 2000 (the
"REGISTRATION RIGHTS AGREEMENT") among the Company, the Sellers and the other
parties thereto as of the date thereof;
WHEREAS, the Registration Rights Agreement may be amended or
otherwise modified by an instrument in writing executed by the Company with the
approval of its board of directors and Holders (as defined therein) holding at
least 75% of the outstanding Registrable Securities (as defined therein);
WHEREAS, in connection with the execution of the Purchase
Agreement and the purchase by the Purchasers of the Purchased Securities, the
Company (with the approval of its board of directors) and Holders holding at
least 75% of the outstanding Registrable Securities desire to amend or otherwise
modify the Registration Rights Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the agreements contained
herein and in the Purchase Agreement, the parties hereto amend and otherwise
modify the Registration Rights Agreement as follows:
1. From the date of this Amendment, the Purchasers shall be
deemed to be parties to the Registration Rights Agreement and a
Holder as defined in Section 3.03 thereof.
2. The following definition is added to Section 1.01 where
such definition fits in alphabetical order:
"XXXXXX" means, collectively, all entities advised by Xxxxxx
Investment Management, Inc. or its Affiliates and their successors and
assigns.
3. The following text is added to Section 2.01(a) after the
word "thereof" and before the comma on the fifth line of the first
sentence of that Section:
"; PROVIDED that for purposes of this Section 2.01 a written
request by Xxxxxx to sell all, but not less than all, of the
Registrable Securities then owned by Xxxxxx shall be deemed to
be a request of the Requisite Holders".
The following text is added to Section 2.01(a) after the last use of
the word "Holders" at the end of the penultimate sentence thereof:
"; PROVIDED, FURTHER that any demand by Xxxxxx shall be
counted as one of the two Demand Registrations described in
the immediately preceding proviso".
[SIGNATURE PAGES FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first above written.
XXXXXXX AIRCRAFT HOLDINGS, INC.
By: __________________________
Name:
Title:
DLJ INVESTMENT PARTNERS II, L.P.
By: DLJ INVESTMENT PARTNERS II, INC.,
as managing
general partner
By: __________________________
Name:
Title:
DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC.
as managing general partner
By: __________________________
Name:
Title:
DLJ INVESTMENT FUNDING II, INC.
By: __________________________
Name:
Title:
-3-
DLJ ESC II, L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION, as managing
general partner
By: __________________________
Name:
Title:
Xxxxxx High Yield Trust
Xxxxxx Funds Trust - Xxxxxx High
Yield Trust II
Xxxxxx High Yield Advantage Fund
Xxxxxx Variable Trust - Xxxxxx VT
High Yield Fund
Xxxxxx Strategic Income Fund
Xxxxxx Diversified Income
Trust
By: Xxxxxx Investment Management,
Inc.
By: __________________________
Name:
Title:
-4-
