AMENDMENT NO. 1 TO AGREEMENT
THIS AMENDMENT NO. 1 TO AGREEMENT is made and entered into
as of this ____ day of November, 2000 (the "Amendment"), between
AVIATION SALES COMPANY, a Delaware corporation (the "Company"),
LJH CORPORATION, a Texas corporation, of which Lacy J. Harber is
the sole stockholder ("LJH Corp.") and LACY J. HARBER ("Harber"),
an individual and resident of the State of Texas (Harber and LJH
Corp., and their respective affiliates and associates, are
hereinafter referred to collectively as the "Harber Group").
WHEREAS, the Company, LJH Corp., and Harber 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 Harber
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 Harber 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 Harber 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 Roy T.
Rimmer ("Rimmer") solely through the grant of stock
options by the Company to Rimmer as a Director of the
Company shall be excluded from such percentage.
Notwithstanding the foregoing maximum percentage
limitation, (A) no member of the Harber 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 Harber Group directly from the
Company (including pursuant to the exercise of stock
options, rights, subscription rights or standby
purchase obligations in connection with rights offering
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.
LACY J. HARBER
By: /s/ Lacy J. Harber
Name: Lacy J. Harber
LJH, CORPORATION
By: /s/ Lacy J. Harber
Title: President
AVIATION SALES COMPANY
By: Dale S. Baker
Name: Dale S. Baker
Title: Chairman of the Board
