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EXHIBIT 99.5
SUPPLEMENTAL INDENTURE
This SUPPLEMENTAL INDENTURE, dated as of May 19, 1994, is
entered into by and among Wyman-Gordon Company, a Massachusetts
corporation (the "Issuer"), the Subsidiary Guarantors and State
Street Bank and Trust Company, a Massachusetts banking corporation,
as Trustee (the "Trustee"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto
in the Indenture, dated as of March 16, 1993, by and among the
Issuer, the Subsidiary Guarantors and the Trustee (the
"Indenture").
W I T N E S S E T H :
WHEREAS, the Issuer has heretofore issued its 10 % Senior
Notes due 2003 (the "Securities") in the aggregate principal amount
of $90,000,000 pursuant to the Indenture;
WHEREAS, the Issuer has entered into a Stock Purchase
Agreement dated as of January 10, 1994 (the "Stock Purchase
Agreement") with Cooper Industries, Inc., an Ohio corporation
("Cooper"), providing for the acquisition by the Issuer from Cooper
(the "Acquisition") of all of the outstanding shares of common
stock, par value $.208 per share, of Cameron Forged Products
Company, a Delaware corporation ("Cameron"), for a purchase price
equal to (i) 16,500,000 shares of the Issuer's common stock, par
value $1.00 per share, and (ii) $5,000,000, payable, and subject to
adjustment, as provided in the Stock Purchase Agreement;
WHEREAS, the Issuer desires, on or prior to the completion of
the Acquisition, to replace certain of its existing working capital
financing arrangements by entering into a revolving, receivables-
backed credit facility through the establishment of a special-
purpose Subsidiary which would purchase the U.S. dollar-denominated
trade receivables of the Issuer and certain of its Subsidiaries on
a daily basis (the "Receivables Financing");
WHEREAS, the Issuer further desires, following the
Acquisition, to cause Cameron's wholly-owned United Kingdom
subsidiary to enter into certain working capital financing
arrangements (the "U.K. Financing");
WHEREAS, to complete the Acquisition, the Receivables
Financing and the U.K. Financing, certain existing provisions in
the Indenture must be amended;
WHEREAS, to amend such provisions a supplemental indenture to
the Indenture must be executed;
WHEREAS, to execute a supplemental indenture consents must be
obtained from Holders of not less than a majority in aggregate
principal amount of the Securities outstanding;
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WHEREAS, the Issuer has obtained sufficient consents from
Holders of the Securities to permit the execution of this
Supplemental Indenture to the Indenture, which in substance amends
certain provisions in the Indenture to permit the Acquisition, the
Receivables Financing and the U.K. Financing;
WHEREAS, this Supplemental Indenture shall, upon execution,
become an effective, valid, binding and legal instrument, in
accordance with its terms and for the purposes herein expressed;
WHEREAS, the Issuer has complied with the requirements of
Sections 9.02 and 9.04 of the Indenture with respect to the
execution of this Supplemental Indenture and Section 9.02 of the
Indenture permits the execution and delivery of this Supplemental
Indenture; and
WHEREAS, all acts and proceedings required by law and the
Restated Articles of Organization and By-laws of the Issuer to make
this Supplemental Indenture in the form hereof a valid, binding and
legal instrument have been done and performed, and the execution
and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the foregoing recitals and
for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, each party agrees as follows for
the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Securities:
1. The Indenture is hereby amended as follows:
(a) Article One of the Indenture is hereby amended by adding
the following definitions to Section 1.01 immediately following the
definition of "Business Day":
"Cameron" means Cameron Forged Products Company, a
Delaware corporation.
"Cameron Acquisition" means the acquisition by the Issuer
of all of the outstanding shares of common stock, par value
$.208 per share, of Cameron from Cooper Industries, Inc., an
Ohio corporation ("Cooper"), pursuant to a Stock Purchase
Agreement and an Investment Agreement, each dated as of
January 10, 1994, by and between Cooper and the Issuer, as the
same may be amended or supplemented from time to time (the
"Cameron Acquisition Documents"), and the transactions
contemplated thereby, including without limitation the payment
of the consideration specified in the Cameron Acquisition
Documents and the adjustment of such consideration as provided
therein, certain leasing, supply and licensing arrangements by
and among Cooper and its affiliates and the Issuer and its
Subsidiaries (including Cameron) and an arrangement by which
Cooper will factor and the Issuer may repurchase certain of
Cameron's accounts receivable.
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(b) Article One of the Indenture is hereby further amended by
deleting in its entirety the definition of "Eligible Accounts
Receivable" in Section 1.01 and by substituting the following in
its place:
"Eligible Accounts Receivable" means, at any date, all
accounts receivable which are not more than 180 days past due
their due date under their normal payment terms.
(c) Article One of the Indenture is hereby further amended by
deleting in its entirety the language in the definition of
"Permitted Indebtedness" in Section 1.01 which follows the word
"Holders;" at the end of clause (viii) thereof and by substituting
the following in its place:
(ix) Indebtedness incurred in connection with the Cameron
Acquisition in an aggregate principal amount not to exceed
$4.6 million at any time outstanding and, subject to the
restrictions of clause (viii), any extension, renewal,
replacement or refunding thereof; and (x) Indebtedness of the
Issuer other than Indebtedness permitted under clauses (i)
through (ix), provided that the aggregate amount of such
Indebtedness may not exceed $10 million at any time
outstanding.
(d) Article One of the Indenture is hereby further amended by
deleting in its entirety the existing clause (ix) in the definition
of "Permitted Liens" in Section 1.01 and by substituting the
following in its place:
(ix) Liens on cash, accounts receivable, inventory, general
intangibles (including, without limitation, instruments,
documents, contract rights and other legal rights incident
thereto) and other current assets, and patents, trademarks and
other intangibles and, with respect to the U.K. Subsidiary,
Liens on all of the assets, capital stock and intercompany
notes of such entity, and the proceeds and products of all of
the foregoing, in connection with Indebtedness permitted to be
incurred pursuant to clause (i) of the definition of
"Permitted Indebtedness";
(e) Article One of the Indenture is hereby further amended by
adding the following definitions to Section 1.01 immediately
following the definition of "Properties":
Receivables Securitization Facility Documents" means
(i) any agreement or agreements governing or entered into in
connection with Indebtedness incurred or participation
interests issued by any Receivables Securitization Subsidiary
to facilitate the provision of working capital through the
sale or pledge to such Subsidiary, from time to time, of
accounts receivable of the Issuer or its Subsidiaries (or of
notes received in consideration of accounts receivable), and
all agreements, guarantees, books and records and returned or
repossessed goods related to such accounts receivable
(collectively, "Receivables"), including without limitation a
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receivables purchase and sale agreement, a revolving credit
agreement, promissory notes, letters of credit, lock-box
account agreements, a tax sharing agreement and an ancillary
services and lease agreement, and (ii) any agreement or
agreements governing or entered into in connection with
Indebtedness incurred or participation interests issued to
extend, renew, replace or refund all or any portion of the
Indebtedness incurred or participation interests issued under
clause (i), and in the case of each of clauses (i) and (ii),
as the same may be amended, restated, supplemented, assigned
or otherwise modified from time to time.
"Receivables Securitization Subsidiary" means any
Subsidiary of the Issuer the sole purposes of which are (i) to
provide working capital financing for the Issuer and its
Subsidiaries through the sale or pledge to such Subsidiary,
from time to time, of Receivables pursuant to the Receivables
Securitization Facility Documents, and (ii) such other
activities as may be necessary or incidental to such purpose
as contemplated by the Receivables Securitization Facility
Documents.
(f) Article One of the Indenture is hereby further amended by
adding the following language immediately following the end of the
definition of "Restricted Payments" in Section 1.01:
Notwithstanding the foregoing, the term "Restricted Payments"
shall not include:
(a) transactions contemplated by the Cameron Acquisition;
(b) the formation and capitalization of, and payments to
the Issuer or Subsidiaries from time to time by, a
Receivables Securitization Subsidiary pursuant to the
terms of the Receivables Securitization Facility
Documents; nor
(c) (1) Investments in cash, cash equivalents,
obligations of the United States of America or any agency
or instrumentality thereof, certificates of deposit,
commercial paper, repurchase agreements, acceptances,
time deposits, money market funds and comparable types of
short-term investments if made in the ordinary course of
business in accordance with the Issuer's past practices;
(2) payroll advances and advances for business and travel
expenses in the ordinary course of business;
(3) Investments by the Issuer or a Subsidiary in a
Wholly-owned Subsidiary, including a transaction by which
such entity becomes a Wholly-owned Subsidiary; and
(4) Investments in connection with interest rate swaps
and caps and currency swaps, contracts or options and
other similar hedging agreements, including without
limitation raw materials hedging or futures contracts, if
not made for speculative purposes but made solely for the
purpose of hedging against fluctuations in interest or
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foreign exchange rates or changes in the prices of raw
materials to which, in the ordinary course of business,
the Issuer and its Subsidiaries would otherwise be
exposed.
(g) Article One of the Indenture is hereby further amended by
adding the following definition to Section 1.01 immediately
following the definition of "Trustee":
"U.K. Subsidiary" means CFPD, Ltd., a wholly-owned subsidiary
of Cameron incorporated under the laws of England, or any
successor entity to CFPD, Ltd. following the Cameron
Acquisition.
(h) Article Four of the Indenture is hereby amended by
deleting from subclause (y) of clause (iv) of the last full
paragraph of Section 4.04 the language "clause (i)" and by
substituting the following in its place:
clauses (i) or (ix)
(i) Article Four of the Indenture is hereby further amended
by deleting in its entirety the language in clause (z) of the first
paragraph of Section 4.07 (up to but not including the words "(an
Asset Disposition )") and by substituting the following in its
place:
(z) a sale or other disposition of Receivables or of
participation interests therein pursuant to the terms of the
Receivables Securitization Facility Documents or in connection
with the incurrence of Indebtedness pursuant to clause (i) of
the definition of Permitted Indebtedness)
(j) Article Four of the Indenture is hereby further amended
by deleting the word "or" that immediately precedes clause (iv) of
Section 4.09 and by adding the following language immediately
before the period at the end of Section 4.09:
; or (v) restrictions or encumbrances on the payment of
dividends or distributions, the transfer of cash or assets,
the making of loans or advances or the payment of Indebtedness
contained in or directly or indirectly resulting from (x) the
Receivables Securitization Facility Documents or the
organizational documents of any Receivables Securitization
Subsidiary, or (y) any term or provision of any document
governing or evidencing Indebtedness incurred by the U.K.
Subsidiary pursuant to clause (i) of the definition of
Permitted Indebtedness or the grant of security therefor
(k) Article Four of the Indenture is hereby further amended
by inserting in Section 4.10, immediately following the words
"except for", the following language:
transactions contemplated by the Cameron Acquisition and other
transactions with Cooper and its affiliates the terms of which
are at least as favorable to the Issuer and its Subsidiaries
as the terms which could be obtained in a comparable
transaction on an arm's-length basis between unaffiliated
parties,
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(l) Article Four of the Indenture is hereby further amended
by adding the following language immediately following the end of
Section 4.16:
Notwithstanding the foregoing, the provisions of this
Section 4.16 shall not apply to any Receivables Securitization
Subsidiary or to the transactions contemplated by the
Receivables Securitization Facility Documents.
2. The Indenture shall be deemed to be modified and amended
in accordance herewith and the respective rights, limitations of
rights, obligations, duties and immunities under the Indenture of
the Trustee, the Issuer, the Subsidiary Guarantors and the Holders
of outstanding Securities shall, as of the date hereof, be
determined, exercised and enforced under the Indenture, subject in
all respects to such modifications and amendments, and all the
terms and conditions of this Supplemental Indenture shall be deemed
to be part of the terms and conditions of the Indenture for any and
all purposes.
3. The Trustee accepts the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall
in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the
Indenture as hereby amended, and, without limiting the generality
of the foregoing, the Trustee makes no representation as to (i) the
proper authorization hereof by the Issuer or the Subsidiary
Guarantors by corporate action or otherwise, (ii) the due execution
hereof by the Issuer or the Subsidiary Guarantors or (iii) the
validity, accuracy or sufficiency of this Supplemental Indenture.
The recitals contained herein are the statements of the Issuer and
the Subsidiary Guarantors, and the Trustee assumes no
responsibility for their correctness.
4. This Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to
be an original, and all of such counterparts shall together
constitute one and the same instrument.
5. Except as hereby expressly amended or supplemented, the
Indenture and the Securities issued thereunder are in all respects
ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed, all as of the date and year first above
written.
WYMAN-GORDON COMPANY
By: /s/Luis E. Leon
Name: Luis E. Leon
Title: Vice President,
Chief Financial Officer
and Treasurer
Attest:
By: /s/Wallace F. Whitney, Jr., Esq.
Name: Wallace F. Whitney, Jr., Esq.
SUBSIDIARY GUARANTORS:
PRECISION FOUNDERS INC.
REISNER METALS, INC.
SCALED COMPOSITES, INC.
W-G ROME CORPORATION
WYMAN-GORDON COMPOSITES, INC.
WYMAN-GORDON COMPOSITE
TECHNOLOGIES, INC.
WYMAN-GORDON FISC LIMITED
WYMAN-GORDON INVESTMENT
CASTINGS, INC.
WYMAN-GORDON SECURITIES
CORPORATION
By: /s/Luis E. Leon
Name: Luis E. Leon
Title: Treasurer
(for each of the above-listed
Subsidiary Guarantors)
Attest:
By: /s/Wallace F. Whitney, Jr., Esq.
Name: Wallace F. Whitney, Jr., Esq.
(for each of the above-listed
Subsidiary Guarantors)
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STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/Arthur J. MacDonald
Name: Arthur J. MacDonald
Title: Assistant Vice President
Attest:
By: /s/Andrew M. Sinasky
Name: Andrew M. Sinasky
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