Exhibit 4.1
THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND
ACCEPTANCE (this "Instrument"), dated as of October 15, 2008
("Effective Date"), is by and among, Hawker Beechcraft Acquisition
Company LLC, a corporation duly organized and existing under the
laws of the State of Delaware, having its principal office at 10511
East Central, Wichita, Kansas, 67206 and Hawker Beechcraft Notes
Company, a corporation duly organized and existing under the laws
of the State of Delaware, having its principal office at 10511 East
Central, Wichita, Kansas, 67206 (collectively, the "Company"),
Deutsche Bank National Trust Company, a corporation duly organized
and existing under the laws of the State of California, having its
corporate trust office at 222 South Riverside Plaza, 25th Floor,
Chicago, IL 60606 (the "Successor Trustee"), and Wells Fargo Bank,
N.A. , a national banking association duly organized and
existing under the laws of the United States of America, having its
corporate trust office at 213 Court Street, Suite 703, Middletown,
CT 06457 (the "Resigning Trustee"). Capitalized terms not otherwise
defined herein shall have the same meaning ascribed to such terms
in the Indentures (as defined below).
RECITALS
WHEREAS, pursuant to an indenture dated as of March 26, 2007 (as so
supplemented, the "Senior Indenture"), as amended by the First
Supplemental Senior Notes Indenture, dated June 30, 2008, each
entered into by and among the Company, the guarantors named therein
and the Resigning Trustee, relating to the issuance of (i)
$400,000,000 aggregate principal amount of its 8.5% Senior Fixed
Rate Notes due 2015 and (ii) $400,000,000 aggregate principal
amount of its 8.875%/9.625% Senior PIK Election Notes due 2015 (the
"Senior Notes");
WHEREAS, pursuant to an indenture dated as of March 26, 2007 (as so
supplemented, the "Senior Subordinated Indenture" and together with
the Senior Indenture, the "Indentures"), as amended by the First
Supplemental Senior Subordinated Notes Indenture, dated June 30,
2008, each entered into by and among the Company, the guarantors
named therein and the Resigning Trustee, relating to the issuance
of $300,000,000 aggregate principal amount of its 9.750% Senior
Subordinated Notes due 2017 (the "Senior Subordinated Notes" and
together with the Senior Notes, the "Notes");
WHEREAS, the Company appointed the Resigning Trustee as the
Trustee, Paying Agent and Registrar under the Indentures;
WHEREAS, there is presently issued and outstanding $800,000,000
in aggregate principal amount of the Senior Notes;
WHEREAS, there is presently issued and outstanding $300,000,000
in aggregate principal amount of the Senior Subordinated Notes;
WHEREAS, Section 7.08 of each of the Indentures provides that
the Trustee may at any time resign by giving thirty days (30) prior
written notice of such resignation to the Company;
WHEREAS, the Resigning Trustee desires to resign as Trustee,
Paying Agent and Registrar and the Company desires to appoint the
Successor Trustee as Trustee, Paying Agent and Registrar to succeed
the Resigning Trustee under the Indentures; and
WHEREAS, the Successor Trustee is willing to accept the
appointment as Trustee, Paying Agent, and Registrar under the
Indentures;
NOW, THEREFORE, in consideration of the covenants herein and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
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Acceptance of Resignation of Resigning Trustee;
Appointment of Successor Trustee . The Resigning
Trustee hereby resigns as Trustee, Paying Agent and Registrar under
the Indentures. The Company accepts the resignation of the
Resigning Trustee as Trustee, Paying Agent and Registrar and hereby
appoints the Successor Trustee as Trustee, Paying Agent and
Registrar under the Indentures.
2.
Company Representations and Warranties . The
Company represents and warrants to the Successor Trustee that:
a.
It is duly organized and validly existing;
b.
The execution and delivery of this Instrument has been duly
authorized by the
Company; and
c.
To the extent Section 7.08 of each of the Indentures requires
thirty days (30) prior written notice of the Trustee's resignation;
such provision has been waived by the Company.
3.
Resigning Trustee Representations and Warranties
. The Resigning Trustee hereby represents and warrants to
the Successor Trustee that:
a.
No covenant or condition contained in the Indentures has been
waived by the Resigning Trustee or, to the knowledge of the
Responsible Officer who is signing this document, by the holders of
the percentage in aggregate principal amount of the Notes required
by the Indentures to effect any such waiver;
b.
There is no action, suit or proceeding pending or, to the knowledge
of the Responsible Officer who is signing this document, threatened
against the Resigning Trustee before any court or governmental
authority arising out of any action or omission by the Resigning
Trustee as Trustee, Paying Agent and Registrar under the
Indentures;
c.
Resigning Trustee shall endeavor to deliver to Successor Trustee,
as of or immediately after the Effective Date hereof, all of the
documents listed in Exhibit C hereto, including other
documents relating to the Indentures and all information in
