First Supplemental Indenture
Dated as of February 20, 1998
to
INDENTURE
Dated as of September 30, 1997
between
FIELDS AIRCRAFT SPARES, INC.
and
ETABLISSEMENT POUR LE PLACEMENT PRIVE
8.5% Subordinated Redeemable Debentures Due 2000
WHEREAS, Fields Aircraft Spares, Inc. (the "Company") has heretofore
executed and delivered to Etablissement Pour le Placement Prive (the "Trustee"),
an indenture (the "Indenture") dated as of September 30, 1997, providing for the
issuance of $10,000,000 principal amount of 8.5% Subordinated Redeemable
Debentures Due 2000 (the "Debentures"); and
WHEREAS, on November 14, 1997, pursuant to Section 14.1(b), the Company
redeemed $2,000,000 principal amount of Debentures; and
WHEREAS, Section 10.2 of the Indenture provides, among other things,
that the Company and the Trustee may, with the consent of not less than the
holders of a majority in aggregate principal amount of Debentures at the time
outstanding, amend the Indenture; and
WHEREAS, the Company, by resolutions adopted by its Board of Directors
on February 13, 1998, has been authorized to enter into this First Supplemental
Indenture upon obtaining the approval of the Trustees and a majority of the
holders of Debentures; and
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WHEREAS, all other conditions precedent to the execution of this First
Supplemental Indenture have been complied with;
NOW THEREFORE, the Company and the Trustee are executing and delivering
this First Supplemental Indenture.
Section 1. Amendment of Indenture. Section 14.1(a) of the Indenture
is amended by adding the following sentence after the first sentence:
Notwithstanding the foregoing, from February 20, 1998, to June 30,
1998, the holder shall have a one-time right to convert 20% of such
holder's original principal amount of Debentures, or any portion of
such principal amount that is $1,000 or an integral multiple thereof,
in the manner described in this Section 14.1(a), at a Conversion Price
of $9.75 per share; from February 20, 1998, to September 30, 1998, the
holder shall have an additional one-time right to convert an additional
20% of such holder's original principal amount of Debentures, or any
portion of such principal amount that is $1,000 or an integral multiple
thereof, in the manner described in this Section 14.1(a), at a
Conversion Price of $11.00 per share; and from February 20, 1998, to
December 31, 1998, the holder shall have an additional one-time right
to convert an additional 20% of such holder's original principal amount
of Debentures, or any portion of such principal amount that is $1,000
or an integral multiple thereof, in the manner described in this
Section 14.1(a) (collectively, the "Additional Conversions"). The
Additional Conversions shall be in addition to the Mandatory Conversion
described in Section 14.1(b) and the conversion described in the first
sentence of Section 14.1(a).
Section 2. Ratification of Indenture. As amended by this First
Supplemental Indenture, the Indenture and Debentures are in all respects
ratified and confirmed and the Indenture so amended by this First Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Section 6. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be signed and acknowledged by their respective
officers thereunto duly authorized and their respective corporate seals to be
hereunto duly affixed and attested, all as of February 20, 1998.
FIELDS AIRCRAFT SPARES, INC.
By: /s/ Peter Frohlich
----------------------
Name: Peter Frohlich
Title: Chairman
ATTEST
/s/ Judith White
- -------------------
Name: Judith White
ETABLISSEMENT POUR LE PLACEMENT
PRIVE, as Trustee
By: /s/ Herbert R. Towning
--------------------------
Name: Herbert R. Towning
Title: Director
ATTEST
/s/ Judith White
- ---------------------
Name: Judith White
VON GRAFFENREID AG, as Paying Agent
By: /s/ Dr. R. Wicki ppa. M. Eggimann
-----------------------------------
Name: Dr. R. Wicki ppa. M. Eggimann
Title: Managing Director/Vice President
ATTEST
/s/ M. Parolini
- ------------------------
Name: M. Parolini
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