EXHIBIT 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the "Amendment") is made and
entered into as of this 4th day of December, 2000, 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 (the "Rights Agreement") and Amendment
No. 1 to Rights Agreement dated as of March 14, 2000; 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) Robert Alpert and any
Affiliate or Associate thereof (collectively, "Alpert"), for so long as
Alpert 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 Lacy J. Harber shall beneficially
own 100% of the capital stock of LJH, Lacy J. Harber and any Affiliate
or Associate thereof (including, without limitation and solely for
purposes of this Agreement, Roy T. Rimmer and any Affiliate or
Associate thereof) (collectively, "Harber"), for so long as Harber is
the Beneficial Owner of no more than 30% of the issued and outstanding
Common Stock; provided, however, that shares of Common Stock
beneficially owned by Roy T. Rimmer solely through the grant of stock
options (or upon the exercise thereof) by the Company to Roy T. Rimmer
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, Lacy J. Harber and LJH, is terminated or expires in accordance
with the terms thereof, Harber shall thereupon, and without any further
action whatsoever, no longer be a "Significant Holder" for purposes of
this Agreement."
2. Amendment of Section 30. Section 30 of the Rights Agreement is
hereby amended by deleting the following: ",and (y) not subject the Board of
Directors to any liability to the holders of the Rights".
3. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
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4. 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.
5. 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.
6. Effectiveness. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
[SIGNATURE PAGE FOLLOWS]
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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.
AVIATION SALES COMPANY
By: /s/ Dale S. Baker
---------------------------------------
Name: Dale S. Baker
Title: Chairman of the Board of Directors
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, Rights Agent
By: /s/ Roger Bernhammer
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Name: Roger Bernhammer
Title: Vice President
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