FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of May 3, 2019, among Gogo Intermediate Holdings LLC, a Delaware limited liability company, and Gogo Finance Co. Inc., a Delaware corporation (together, the Issuers), 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 Issuers have heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of April 25, 2019, providing for the issuance of 9.875% Senior Secured Notes due 2024 (the notes);
WHEREAS, the Issuers have solicited (the Consent Solicitation) the consent of the Holders of the notes to the execution and delivery of a supplemental indenture to effect the amendments to the Indenture contemplated by Article I hereto (the Amendments);
WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of notes then outstanding (the Requisite Consents);
WHEREAS, the Holders, constituting Holders of at least a majority in aggregate principal amount of the notes (but not including outstanding Affiliate Notes) outstanding as of 5:00 p.m., New York City time, on April 25, 2019 (the Record Date), have approved this Supplemental Indenture;
WHEREAS, the Issuers have requested and hereby request that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized by the Issuers and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the notes as follows:
AMENDMENT OF INDENTURE
1.1. Section 4.09(b)(1) of the Indenture is hereby amended and restated in its entirety as following: