NUMBER WARRANTS
REDEEMABLE COMMON STOCK
PURCHASE WARRANT
[LOGO] AVIATION SALES COMPANY
VOID (UNLESS EXTENDED) AFTER 5:00 P.M.
NEW YORK CITY TIME, ON ____________________, 2002
THIS CERTIFIES THAT, FOR VALUE RECEIVED
or registered assigns (the "Warrant Holder"), is entitled to purchase from
AVIATION SALES COMPANY, a Delaware corporation (the "Company"), subject to the
terms and conditions hereof and of the Warrant Agreement mentioned below, at any
time from _________________ until on or before 5:00 p.m. New York City time, on
_____________________ or on such later date as the Company may determine (the
"Expiration Date"), the number of fully paid and nonassessable shares of the
Company's Common Stock, $.001 par value (the "Shares") stated above by
surrendering this Warrant Certificate with the Subscription Form on the back
thereof duly executed at the office of Continental Stock Transfer & Trust
Company or at such other office or agency as the Company may from time to time
designate (the "Warrant Agent"), and by paying in full, to the Company in lawful
money of the United States, $5.16 for each Share as to which this Warrant
Certificate is exercisable (the "Warrant Exercise Price").
This Warrant may be redeemed at the option of the Company at any time after 5:00
p.m. New York City time, on _________________________, if the average closing
price for the Common Stock equals or exceeds $6.71 per share for a period of
twenty (20) consecutive business days ending on the third day prior to the date
of the notice of redemption at a redemption price of $0.001 per Warrant, subject
to adjustment as provided in its Warrant Agreement. The Company shall send to
the Warrant Holders being redeemed written notice of redemption by first class
mail not less than thirty (30) days prior to the date fixed for redemption.
In case the Warrant Holders shall exercise this Warrant with respect to less
than all of the Shares that may be purchased hereunder, a new Warrant
Certificate for the balance shall be countersigned and delivered to or upon the
order of the Warrant Holder.
This Warrant Certificate will not be valid and may not be transferred or
exercised unless countersigned by the Warrant Agent.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of ____________________, 2002 between the Company and the
Warrant Agent (the "Warrant Agreement") and is subject to the terms and
provisions contained therein, to all of which terms and provisions the holder of
this Warrant Certificate consents by acceptance hereof. In certain
contingencies provided for in the Warrant Agreement the number of Shares subject
to purchase hereunder and the purchase price per Share thereof are subject to
adjustment. Copies of the Warrant Agreement are on file at the principal
corporate office of the Warrant Agent.
THIS WARRANT SHALL BE VOID AND OF NO EFFECT (UNLESS EXTENDED) AFTER 5:00 P.M.
NEW YORK CITY TIME, ____________________________.
WITNESS, the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers.
Dated: AVIATION SALES COMPANY
COUNTERSIGNED: [CORPORATE By: By:
CONTINENTAL SEAL]
STOCK TRANSFER
& TRUST COMPANY,
as Warrant Agent
By /s/ Philip B. Schwartz /s/ Roy T. Rimmer, Jr.
--------------------- ---------------------- ----------------------
Authorized Officer Secretary Chairman
STATEMENT OF OTHER TERMS OF WARRANT
1. The Warrant represented by this Warrant Certificate (the "Warrant") shall
expire at and shall not be exercisable after, 5:00 P.M. New York City time, on
or on such later date determined by the Company.
2. Notwithstanding that the number of Shares purchasable upon the exercise of a
Warrant may have been adjusted pursuant to the terms of the Warrant Agreement,
the Company shall nonetheless not be required to issue fractions of Shares upon
exercise of a Warrant or to distribute Share Certificates that evidence
fractional shares. In lieu of fractional shares, the Company, in its sole
discretion, may pay to the exercising registered holder of a Warrant upon such
exercise an amount in cash, in United States dollars, equal to the same fraction
of the current market value of a Share.
3. If any Shares issuable upon the exercise of this Warrant require registration
or approval of any governmental authority, including, without limitation, the
filing of necessary registration statements or amendments or supplements thereto
under the Securities Act of 1933, as amended, or the taking of any action under
the laws of the United States of America or any state thereof before such Shares
may be validly issued, then the Company covenants that it will use its
reasonable good faith efforts to secure such registration or approval or to take
such other action, as the case may be: PROVIDED, HOWEVER, there is no assurance
such registration or approval can be obtained, and in no event shall such Shares
be issued and the Company is hereby authorized to suspend the exercise of all
Warrants, for the period during which it is endeavoring to obtain such
registration or approval or to take such other action.
4. This Warrant Certificate may be exchanged and is transferable at the
principal office of the Warrant Agent by the registered holder hereof or by his
duly authorized representative or attorney, upon surrender of this Warrant
Certificate duly endorsed or accompanied (if so required by the Company or the
Warrant Agent) by a written instrument, or instruments, of transfer satisfactory
to the Company or the Warrant Agent. If the right to purchase less than all of
the Shares covered hereby shall be so transferred, the registered holder hereof
shall be entitled to receive a new Warrant Certificate or Warrant Certificates
covering in the aggregate the remaining whole number of Shares.
5. No Warrant Holder, as such, shall be entitled to vote or receive dividends or
be deemed the holder of Shares for any purpose, nor shall anything contained in
this Warrant Certificate be construed to confer upon any Warrant Holder, as
such, any of the rights of a shareholder of the Company or any right to vote,
give or withhold consent to any action by the Company whether upon any
recapitalization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise, receive dividends or subscription rights, or
otherwise, until this Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have been delivered as provided in
the Warrant Agreement.
6. The Company and the Warrant Agent may deem and treat the registered holder
hereof as the absolute owner of this Warrant Certificate (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company
or the Warrant Agent) for all purposes and shall not be affected by any notice
to the contrary.
7. This Warrant shall be binding upon any successors or assigns of the Company.
SUBSCRIPTION FORM
(To Be Executed By The Warrant Holder If He Desires To
Exercise The Warrant In Whole Or In Part)
To: AVIATION SALES COMPANY
The undersigned
-----------------------------------------------------------------
hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant Certificate for, and to purchase thereunder, Shares
--------
provided for therein and tenders payment herewith to the order of AVIATION SALES
COMPANY, in the amount of
$ .
---------
The undersigned requests that certificates for such Shares be issued as follows:
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Soc. Sec. No. or Other I.D. No., if any:
----------------------------------------
Deliver:
------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
and, if said number of Shares shall not be all the Shares purchasable hereunder,
that a new Warrant Certificates for the balance remaining of the Shares
purchasable under the Warrant Certificate be registered in the name of, and
delivered to, the undersigned at the address stated above.
Date:
-------------
Signature
-------------------------------
Note: The signature of this Subscription
must correspond with the name as written
upon the face of this Warrant Certificate
in every particular, without alteration
or enlargement or any change whatsoever.
ASSIGNMENT
(To Be Signed Only Upon Assignment)
For Value Received, the undersigned hereby sells, assigns and transfers onto
- --------------------------------------------------------------------------------
Warrants
- -----------------------------------------------------------------------
evidenced by the within Warrant Certificate and appoints
- --------------------------------------------------------------------------------
to transfer said Warrant Certificate and Warrants on the books of AVIATION SALES
COMPANY, with the full power of substitution in the premises.
Date:
-------------
----------------------------------------
In the presence of: (Signature must conform in all respects
to the name of Warrant Holder specified
on the face of the Warrant Certificate,
without alteration, enlargement or any
change whatsoever, and the signature must
be guaranteed in the usual manner).