EXECUTION COPY
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this
"Supplemental Indenture"), dated as of February 9, 2005 among
Aircraft Engine Services (AES) Inc., 4279174 Canada Inc. and BRP
Holdings (Hungary) Asset Management Limited Liability Company,
(each a "Guaranteeing Subsidiary, and together as the "Guaranteeing
Subsidiaries"), each a subsidiary of Bombardier Recreational
Products Inc. (or its permitted successor), a Canadian corporation
(the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and U.S. Bank National
Association, as trustee under the Indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (as
amended or supplemented from time to time, the "Indenture"), dated
as of December 18, 2003, providing for the issuance of an unlimited
aggregate principal amount of 8-3/8% Senior Subordinated Notes due
2013 (the "Notes");
WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations under
the Notes and the Indenture on the terms and conditions set forth
herein (the "Subsidiary Guarantee"); and
WHEREAS, pursuant to Section 9.06
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 Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
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Capitalized Terms
. Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture.
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Agreement to
Guarantee . The
Guaranteeing Subsidiaries hereby agrees as follows:
(a) Along with all Guarantors named
in the Indenture, to jointly and severally Guarantee to each Holder
of a 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 Notes or the
obligations of the Company hereunder or thereunder,
that:
(i) the principal of and interest on
the 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 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 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 shall be jointly and
severally obligated to pay the same immediately.
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(b) The obligations hereunder shall
be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of
the 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 Subsidiary Guarantee shall
not be discharged except by complete performance of the obligations
contained in the Notes and the Indenture.
(e) If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the
Guarantors, or any Custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and
effect.
(f) The Guaranteeing Subsidiaries
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 Guarantors, 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 Subsidiary 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
Guarantors for the purpose of this Subsidiary Guarantee.
(h) The Guarantors 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 the Guarantee.
(i) Pursuant to Section 11.03 of the
Indenture, after giving effect to any maximum amoun
