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Exhibit 4.7
KITTY HAWK, INC.,
As Issuer
KITTY HAWK AIRCARGO, INC.
KITTY HAWK CHARTERS, INC.
AIRCRAFT LEASING, INC.
AMERICAN INTERNATIONAL AIRWAYS, INC.
AMERICAN INTERNATIONAL TRAVEL, INC.
KALITTA FLYING SERVICE, INC.
O.K. TURBINES, INC.
FLIGHT ONE LOGISTICS, INC.
As Guarantors
AND
BANK ONE, NA
As Trustee and Collateral Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 5, 1998
to
INDENTURE
Dated as of November 15, 1997
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$340,000,000
9.95% Senior Secured Notes Due 2004
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FIRST SUPPLEMENTAL INDENTURE, dated as of February 5, 1998, among
KITTY HAWK, INC., a Delaware corporation (the "Company"), as Issuer, KITTY HAWK
AIRCARGO, INC., a Texas corporation, KITTY HAWK CHARTERS, INC., a Texas
corporation, AIRCRAFT LEASING, INC., a Texas corporation, AMERICAN
INTERNATIONAL AIRWAYS, INC., a Michigan corporation ("AIA"), AMERICAN
INTERNATIONAL TRAVEL, INC., a Michigan corporation, KALITTA FLYING SERVICE,
INC., a Michigan corporation, O.K. TURBINES, INC., a Michigan corporation,
FLIGHT ONE LOGISTICS, INC., a Michigan corporation, as Guarantors
(collectively, the "Guarantors"), and BANK ONE, NA, as Trustee (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 a certain indenture, dated as of November 15, 1997,
which was recorded by the FAA on December 8, 1997 and assigned Conveyance No.
T055950 (the "Indenture"), pursuant to which $340,000,000 aggregate principal
amount of 9.95% Senior Secured Notes Due 2004 (collectively, the "Notes") were
issued by the Company and unconditionally guaranteed by the Guarantors; and
WHEREAS the Company and the Guarantors desire and have requested the
Trustee to join with it in the execution and delivery of this First
Supplemental Indenture for the purpose of furnishing additional collateral to
secure the Company's and the Guarantor's obligations under the Indenture; and
WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into among the Company, the Guarantor, and the Trustee
without the consent of holders of Notes for certain purposes; and
WHEREAS, the Company has furnished the Trustee with an Officer's
Certificate complying with the requirements of Sections 11.03 and 11.04 of the
Indenture; and
WHEREAS, the Company has furnished the Trustee with an Opinion of
Counsel complying with the requirements of Sections 9.05, 11.03 and 11.04 of
the Indenture; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company and the Guarantors and the Trustee
and a valid amendment of and supplement to the Indenture have been done;
AMERICAN INTERNATIONAL AIRWAYS, INC.
GRANTING CLAUSE
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, for and
in consideration of the premises and the purchase of the Notes by the Holders
thereof, to secure the prompt payment of the principal of and interest on, and
all other amounts due with respect to, all Notes from time to time outstanding
under the Indenture and the performance and observance by the Company of all
the agreements, covenants and provisions for the benefit of the Holders in the
Indenture and the Notes contained, and the prompt payment of any and all
amounts from time to time owing under the Indenture by the Company to the
Trustee, and for the uses and purposes and subject to the terms and provisions
hereof, and in consideration of the premises and the covenants herein
contained, and the acceptance of the Notes by the Holders and of the
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sum of $1 paid to the Company by the Collateral Trustee at or before the
delivery hereof, the receipt whereof is hereby acknowledged, AIA has granted,
sold, assigned, transferred, conveyed, pledged and confirmed, and does hereby
grant, assign, transfer, convey, pledge and confirm, unto the Collateral
Trustee and its successors and assigns, for the security and benefit of the
Holders and the Trustee as aforesaid, a first priority security interest in all
estate, right, title and interest of AIA in, to and under the following
described property, rights and privileges (which, collectively, including all
property hereafter specifically subjected to the Lien of the Indenture and this
First Supplemental Indenture by any agreement supplemental hereto or thereto,
or otherwise expressly subject to the terms and provisions hereof or thereof,
shall constitute a portion of the Collateral, to wit:
(i) two Boeing 747s, along with their engines, as
specified on Schedule A hereto (collectively, known,
herein and in the Indenture, as the "Optioned Boeing
747s");
(ii) all insurance and requisition proceeds and other
similar payments with respect to each of the Optioned
Boeing 747s;
(iii) all monies or securities deposited or required to be
deposited with the Trustee;
(iv) any purchase agreements and any related documentation
to the extent assignable for each Optioned Boeing
747; and
(v) all logs, data and records related to the Optioned
Boeing 747s; and
(vi) all proceeds of the foregoing, other than accounts;
and
(vii) all rights of AIA under any Lease relating to the
Optioned Boeing 747s.
PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so
long as no Event of Default shall have occurred and be continuing under the
Indenture, (a) the Collateral Trustee shall not take or cause to be taken any
action contrary to the Company's right hereunder to quiet enjoyment of the
Optioned Boeing 747s and related hush kits, and to possess, use, retain and
control the Optioned Boeing 747s and related hush kits and all revenues, income
and profits derived therefrom.
AIA HABENDUM CLAUSE
TO HAVE AND TO HOLD ALL and singular and aforesaid property unto the
Collateral Trustee and its successors and assigns, in trust for the benefit and
security of the Holders and the Trustee and for the uses and purposes and
subject to the terms and provisions set forth in the Indenture; provided,
however, that the Lien of this First Supplemental Indenture and the Indenture
shall be subject to discharge as provided in Section 8.02 of the Indenture.
AIA does hereby constitute the Collateral Trustee the true and lawful
attorney of AIA, irrevocably, with full power (in the name of AIA or otherwise)
to ask, require,
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demand, receive, compound and give acquittance for any and all monies and
claims for monies (in each case including insurance and requisition proceeds)
due and to become due under or arising out of the Indenture and this First
Supplemental Indenture and any documents related hereto and all other property
which now or hereafter constitutes part of the Optioned Boeing 747s, to endorse
any checks or other instruments or orders in connection therewith and to file
any claims or to take any action or to institute any proceedings which the
Collateral Trustee may deem to be necessary or advisable in the premises;
providing, however, that the Collateral Trustee shall not exercise any such
rights except upon the occurrence of an Event of Default under the Indenture.
AIA agrees that at any time and from time to time, upon the written
request of the Collateral Trustee or the Holder of a majority in principal
amount of the Notes outstanding, AIA will promptly and duly execute and deliver
or cause to be duly executed and delivered any and all such further instruments
and documents as the Collateral Trustee or such Holder of a majority in
principal amount of the Notes outstanding may reasonably deem desirable in
obtaining the full benefits of the assignment hereunder and the rights and
powers granted herein.
ARTICLE TWO
Section 2.01 Defined Terms. All terms used in this First
Supplemental Indenture not otherwise defined herein shall have the meanings
ascribed thereto in the Indenture.
Section 2.02 Execution in Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts. Each such counterpart
shall be an original, but such counterparts shall together constitute one and
the same instrument.
Section 2.03 Confirmation of Indenture. Except as amended and
supplemented hereby, all of the provisions of the Indenture shall remain and
continue in full force and effect and are hereby confirmed in all respects.
* * * * *
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IN WITNESS WHEREOF, the Company and each of the Guarantors has caused
this First Supplemental Indenture to be duly executed and the Trustee has
caused this First Supplemental Indenture to be duly executed, all as of the day
and year first above written.
KITTY HAWK, INC.,
as Issuer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President-Finance
KITTY HAWK CHARTERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
AIRCRAFT LEASING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
KITTY HAWK AIRCARGO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
AMERICAN INTERNATIONAL AIRWAYS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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KALITTA FLYING SERVICE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
FLIGHT ONE LOGISTICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
O.K. TURBINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
AMERICAN INTERNATIONAL TRAVEL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK ONE, NA,
as Trustee and Collateral Trustee
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Trust Officer
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SCHEDULE A
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Schedule A
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Airframe Manufacturer and Serial Number U.S. Reg. No. Engine Manufacturer and Serial Numbers
Model Model
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Boeing 747-2B4B 21098 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇- 689475, 689461, 689497, 689460
7JCN
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Boeing 747-2B4B 21099 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇- 689522, 689477, 689458, 689478
7JCN
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Engines have 750 or more rated takeoff horsepower.
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