Voting and Indemnity Agreement between Hawker Pacific Aerospace and Lufthansa Technik AG

Summary

Hawker Pacific Aerospace and Lufthansa Technik AG entered into this agreement in connection with a loan arrangement. Lufthansa agrees to vote its shares in favor of issuing a warrant for 2,500,000 shares of Hawker's common stock to itself at the next Hawker shareholders' meeting. In return, Hawker agrees to indemnify Lufthansa against any losses or legal costs arising from this voting action or if the warrant is not approved due to shareholder votes. The agreement is effective as of September 20, 2000.

EX-10.48 3 0003.txt VOTING & INDEMNITY AGREEMENT Exhibit 10.48 VOTING AND INDEMNITY AGREEMENT In connection with the closing of that certain Loan Agreement between Hawker Pacific Aerospace ("Hawker") and Lufthansa Technik AG ("LHT") dated September 20, 2000 (the "Loan Agreement"), Hawker and LHT hereby agree as follows (capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Loan Agreement): 1. At the next meeting of shareholders of Hawker (the "Shareholders' Meeting"), LHT shall vote all of the Hawker securities owned by LHT as of the record date for such Shareholders' Meeting ("LHT HPAC Shares") in favor of approving the issuance and grant of the warrant ("Warrant") for 2,500,000 shares of Common Stock of Hawker to LHT. 2. Hawker will indemnify and hold harmless LHT and its Affiliates and Representatives from any and all losses, claims, damages, liabilities ("Losses") and related costs and expenses, including the reasonable fees, and the charges and disbursements of, any counsel for LHT, arising out of, in connection with, or as a result of any of the following: (i) LHT's voting the LHT HPAC Shares in favor of the issuance and grant of the Warrant, (ii) the Warrant not being duly authorized and approved by the Shareholders at the Shareholders' Meeting due to LHT's voting in favor of the issuance and grant of the Warrant, or (iii) due to a majority of the shareholders other than LHT voting against such transaction. IN WITNESS WHEREOF, the undersigned have executed this Voting and Indemnity Agreement effective as of September 20, 2000. HAWKER PACIFIC AEROSPACE By: /s/ Daniel J. Lubeck Name: Daniel J. Lubeck Title: Chairman of the Board LUFTHANSA TECHNIK AG By: /s/ Bernhard Langlotz Name: Bernhard Langlotz Title: General Counsel By: /s/ James C. Stoecker Name: James C. Stoecker Title: General Manager