EXHIBIT 10.8
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into as of this 24th day of May, 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, Amendment No. 1 to Rights Agreement dated as of
March 14, 2000 and Amendment No. 2 to Rights Agreement dated as of December 4,
2000 (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 of Section 1(aa). Section 1(aa) of the Rights Agreement is
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) LJH, Corporation, a Texas corporation
("LJH"), for so long as Xxxx X. Xxxxxx shall beneficially own 100% of the
capital stock of LJH, Xxxx X. Xxxxxx 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"), for so long as Xxxxxx is the Beneficial Owner of no more than
35% of the issued and outstanding Common Stock; provided, however, that
shares of Common Stock beneficially owned by Xxx X. Xxxxxx solely through
the grant of stock options (or upon the exercise thereof) by the Company to
Xxx X. Xxxxxx as a member of the board of directors of the Company shall be
excluded from the calculation of such percentage; provided, further, that
at the time the Agreement, dated as of March 10, 2000, by and among the
Company, Xxxx X. Xxxxxx and LJH, is terminated or expires in accordance
with the terms thereof, Xxxxxx shall thereupon, and without any further
action whatsoever, no longer be a "Significant Holder" for purposes of this
Agreement."
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.
[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/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chairman of the Board and CEO
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
Rights Agent
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
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Title: Vice President
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