FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2024, among AAR ESCROW ISSUER, LLC, a Delaware limited liability company (the “Escrow Issuer”), to be merged with and into AAR CORP., a Delaware Corporation (the “Company”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Indenture provides that, substantially concurrently with the consummation of the Triumph Group Product Support Business Acquisition, the Company, each of the Guaranteeing Subsidiaries and the Trustee shall enter into this Supplemental Indenture, pursuant to which (A) the Company will become a party to this Indenture and expressly assume all of the rights and obligations of the Escrow Issuer under the Indenture and the Notes, as the successor obligor under the Notes and the Indenture, (B) the Company will be substituted for, and may exercise every right and power of, the Escrow Issuer, and shall be the “Issuer” under the Indenture and the Notes and (C) each of the Guaranteeing Subsidiaries shall become a “Guarantor” under the Indenture and the Notes, and shall guarantee, jointly and severally, the Issuer’s obligations under the Indenture and the Notes on the terms and conditions set forth herein (the “Guarantee”);
WHEREAS, the consummation of the Triumph Group Product Support Business Acquisition will occur substantially concurrently with the execution of this Supplemental Indenture and, upon the consummation of the Triumph Group Product Support Business Acquisition, the Escrow Conditions will have been satisfied; and
WHEREAS, pursuant to Sections 901 and 903 of the Indenture, each of the Company, each Guaranteeing Subsidiary and the Trustee is authorized to execute and deliver this Supplemental Indenture.
2. AGREEMENT TO ASSUME OBLIGATIONS. The Company acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume all of the Escrow Issuer’s obligations under the Notes and the Indenture, as the successor obligor under the Indenture and the Notes, on the terms and subject to the conditions set forth in the Indenture; (ii) be substituted for and be the “Issuer” under the Indenture and the Notes, (iii) be bound by all applicable provisions of the Indenture as if made by, and with respect to, the Company; and (iv) perform all obligations and duties required of the Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the “Issuer” shall refer to the Company instead of the Escrow Issuer.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees, to the extent permitted by applicable law.
4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
AAR ESCROW ISSUER, LLC | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Manager and Treasurer |
AAR CORP. | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Senior Vice President and Chief Financial Officer |
AAR AIRCRAFT SERVICES, INC. | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Vice President |
AAR GOVERNMENT SERVICES, INC. | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Vice President |
AAR INTERNATIONAL, INC. | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Vice President |
AAR SUPPLY CHAIN, INC. | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Vice President |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxx | ||
Title: Assistant Vice President |
[Signature Page to Supplemental Indenture]