EXHIBIT 10.7
AMENDMENT NO. 2 TO AGREEMENT
THIS AMENDMENT NO. 2 TO AGREEMENT is made and entered into as of this
24th day of May, 2001 (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 and Amendment No. 1 to Agreement dated as of December
4, 2000 (collectively, 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 and Amendment No. 2 to
Rights Agreement, dated as of December 4, 2000) (the "Rights Agreement") to
permit the Xxxxxx Group to beneficially own up to, but not more than, thirty-
five percent (35%) 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. 3 to Rights
Agreement"); and
WHEREAS, the Board has approved the transactions contemplated by Amendment
No. 3 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 35.0% 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.
[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.
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 and CEO
