Exhibit 4.5
First Supplemental Senior Notes
Indenture (this “ Supplemental Indenture ”),
dated as of June 30, 2008 among Hawker Beechcraft International
Delivery Corporation (the “ Guaranteeing Subsidiary
”), a subsidiary of Hawker Beechcraft Acquisition Company
LLC, a Delaware limited liability company (the “
Issuer ”) and Hawker Beechcraft Notes Company, a
Delaware corporation (the “ Co-Issuer ” and,
together with the Issuer, the “ Company ”), and
Wells Fargo Bank, N.A., as trustee (the “ Trustee
”).
W I T N E S S E T H
WHEREAS, each of the Company and the
Guarantors (as defined in the Indenture referred to below) has
heretofore executed and delivered to the Trustee an Indenture (the
“ Indenture ”), dated as of March 26, 2007,
providing for the issuance of an unlimited aggregate principal
amount of 8.500% Senior Fixed Rate Notes due 2015 and 8.875% /
9.625% Senior PIK Election Notes due 2015 (together, the “
Senior Notes ”);
WHEREAS, the Indenture provides that
under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company’s Obligations under the Senior
Notes and the Indenture on the terms and conditions set forth
herein and under the Indenture (the “ Guarantee
”); and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders
of the Senior Notes as follows:
(1) Capitalized Terms .
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(2) Agreement to Guarantee .
The Guaranteeing Subsidiary hereby agrees as follows:
(a) Along with all Guarantors named
in the Indenture, to jointly and severally unconditionally
guarantee to each Holder of a Senior Note authenticated and
delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of the
Indenture, the Senior Notes or the obligations of the Company
hereunder or thereunder, that:
(i) the principal of and interest,
premium and Special Interest, if any, on the Senior Notes will be
promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Senior Notes, if any, if lawful,
and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof;
and
(ii) in case of any extension of
time of payment or renewal of any Senior Notes or any of such other
obligations, that same will be promptly paid in full when due or
performed in
accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors and
the Guaranteeing Subsidiary shall be jointly and severally
obligated to pay the same immediately. This is a guarantee of
payment and not a guarantee of collection.
(b) The obligations hereunder shall
be unconditional, irrespective of the validity, regularity or
enforceability of the Senior Notes or the Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder
of the Senior Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
guarantor.
(c) The following is hereby waived:
diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest,
notice and all demands whatsoever.
(d) This Guarantee shall not be
discharged except by complete performance of the obligations
contained in the Senior Notes, the Indenture and this Supplemental
Indenture, and the Guaranteeing Subsidiary accepts all obligations
of a Guarantor under the Indenture.
(e) If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the
Guarantors (including the Guaranteeing Subsidiary), or any
custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid
either to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.
(f) The Guaranteeing Subsidiary
shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.
(g) As between the Guaranteeing
Subsidiary, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as
provided in Article 6 of the Indenture, such obligations (whether
or not due and payable) shall forthwith become due and payable by
the Guaranteeing Subsidiary for the purpose of this
Guarantee.
(h) The Guaranteeing Subsidiary
shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the
rights of the Holders under this Guarantee.
(i) Pursuant to Section 10.02
of the Indenture, after giving effect to all other contingent and
fixed liabilities that are relevant under any applicable Bankruptcy
or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution
