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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated
as of September 7, 1999 among Aerolink International, Inc., a Pennsylvania
corporation, Aerolink Maintenance, Inc., a Pennsylvania corporation, Aerolink
Management, Inc., a Pennsylvania corporation, Aerolink International, L.P. a
Pennsylvania limited partnership, (collectively, the "ADDITIONAL GUARANTORS"),
Worldwide Flight Services, Inc., a Delaware corporation (the "COMPANY"),
Worldwide Flight Finance Company, a Delaware corporation, Worldwide Flight
Security Service Corporation, a Delaware corporation, Miami International
Airport Cargo Facilities & Services, Inc., a Florida corporation, (collectively,
the "GUARANTORS") and The Bank of New York, a New York banking corporation, as
trustee under the indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as
of August 12, 1999, providing for the issuance of an aggregate principal amount
of $130,000,000 of 12 1/4% Series A Notes due 2007;
WHEREAS, Section 4.23 of the Indenture provides that under
certain circumstances the Company and the Guarantors are required to cause the
Additional Guarantors to execute and deliver to the Trustee a supplemental
indenture pursuant to which the Additional Guarantors shall unconditionally
guarantee all of the Company's Obligations under the Indenture and the
Securities pursuant to a guarantee (the "ADDITIONAL GUARANTEE") on the terms and
conditions of the Guarantee by the Guarantors in Article 11 of the Indenture and
on the other terms and conditions set forth herein; and
WHEREAS, pursuant to Section 7.01 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 hereto mutually covenant and agree for the equal and
ratable benefit of the holders of the Securities 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 Additional Guarantors hereby
agree, jointly and severally with all other guarantors, to guarantee the
Company's Obligations under the Indenture and the Securities on the terms and
subject to the conditions set forth herein and in Article 11 of the Indenture
(including the obligation to pay Liquidated Damages under the provisions of the
Registration Rights Agreement) and to be bound by all other applicable
provisions of the Indenture. Pursuant to Section 11.01 of the Indenture, the
Additional Guarantors agree that the Subsidiary Guarantees set forth in Article
11 of the Indenture, as
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supplemented by its agreement to guarantee contained herein shall remain in full
force and effect and apply to all of the Securities notwithstanding any failure
by the Additional Guarantors to endorse on such Securities a notation of the
Subsidiary Guarantor.
3. RELEASE OF ADDITIONAL GUARANTOR. In the event that the
holders of any of the Company's other Indebtedness which is guaranteed by the
Additional Guarantors release the Additional Guarantors from its guarantee in
respect of such other Indebtedness, except a discharge or release by or as a
result of any payment under the guarantee of such other Indebtedness by the
Additional Guarantors, the Additional Guarantors shall be automatically and
unconditionally released and discharged from its obligations under this
Additional Guarantee; provided however, if, after such release, any guarantee
under such other Indebtedness is subsequently reincurred or reinstated, then
such Additional Guarantors reincurring or reinstating such guarantee under such
other Indebtedness shall execute and reinstate its Additional Guarantee
hereunder.
Upon receipt of an Officers' Certificate, the Trustee shall
execute any documents reasonably requested by the Company, the Guarantors or the
Additional Guarantors in order to evidence the release of such Additional
Guarantors from its obligations under the Additional Guarantee.
4. NO RECOURSE AGAINST OTHERS. No direct or indirect
stockholder, employee, officer or director, as such, past, present or future of
the Company, the Guarantors or the Additional Guarantors or any successor entity
shall have any personal liability for any Obligations of the Company, the
Guarantors or the Additional Guarantors or any successor entity under the
Additional Guarantee, by reason of his or its status as such stockholder,
employee, officer or director.
Each Holder by accepting a Security waives and releases all
such liability, and such waiver and release is part of the consideration for the
issuance of the Securities.
5. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
6. COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
7. EFFECT OF THE HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
ADDITIONAL GUARANTORS:
AEROLINK INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
AEROLINK MAINTENANCE, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
AEROLINK MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
AEROLINK INTERNATIONAL, L.P.
by Aerolink Management, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
COMPANY:
WORLDWIDE FLIGHT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
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GUARANTORS:
WORLDWIDE FLIGHT FINANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
WORLDWIDE FLIGHT SECURITY SERVICE
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
MIAMI INTERNATIONAL AIRPORT CARGO
FACILITIES & SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
INTERNATIONAL ENTERPRISES GROUP,
INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
MIAMI AIRCRAFT SUPPORT, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title:
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TRUSTEE:
THE BANK OF NEW YORK
By: /s/ VAN K XXXXX
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Name: Van K Xxxxx
Title: Assistant Vice President
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