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EXHIBIT 99.6
SECOND SUPPLEMENTAL INDENTURE
AND GUARANTEE
This SECOND SUPPLEMENTAL INDENTURE AND GUARANTEE, dated as of
May 27, 1994, is entered into by and among Wyman-Gordon Company, a
Massachusetts corporation (the "Issuer"), CFPD Ltd (to be known as
Wyman-Gordon Limited), a corporation registered under the laws of
England (the "U.K. Subsidiary"), 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 party thereto and the Trustee, as amended by
a Supplemental Indenture dated May 19, 1994 (as so amended, 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 consummated the "Cameron Acquisition,"
as defined in the Indenture, and the U.K. Subsidiary has become an
indirect, wholly-owned Subsidiary of the Issuer;
WHEREAS, the U.K. Subsidiary desires to enter into certain
financing arrangements with a United Kingdom lender and to secure
such financing arrangements through the granting of Liens to such
lender on certain of the assets of the U.K. Subsidiary;
WHEREAS, Section 4.16 of the Indenture requires that, as a
condition of the granting of such Liens by the U.K. Subsidiary, the
Issuer, the U.K. Subsidiary and the Trustee must execute and
deliver a supplemental indenture to the Indenture evidencing the
U.K. Subsidiary's Guarantee of the Securities;
WHEREAS, Section 4.16 of the Indenture further provides that
neither the Issuer nor the U.K. Subsidiary is required to make any
notation on the Securities to reflect such Guarantee;
WHEREAS, this Second Supplemental Indenture and Guarantee
shall, upon execution and delivery, become an effective, valid,
binding and legal instrument evidencing the U.K. Subsidiary's
Guarantee as required by Section 4.16 of the Indenture;
WHEREAS, the Issuer has complied with the requirements of
Sections 9.01 and 9.04 of the Indenture with respect to the
execution of this Second Supplemental Indenture and Guarantee and
Section 9.01(f) of the Indenture permits the execution and delivery
of this Second Supplemental Indenture and Guarantee; and
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WHEREAS, all acts and proceedings required by law and the
Restated Articles of Organization and By-laws of the Issuer to make
this Second Supplemental Indenture and Guarantee 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 U.K. Subsidiary hereby acknowledges and agrees that,
upon the execution and delivery of this Second Supplemental
Indenture and Guarantee, the U.K. Subsidiary shall be deemed to be
a "Subsidiary Guarantor" within the meaning of clause (ii) of the
definition of "Subsidiary Guarantors" set forth in Article One,
Section 1.01 of the Indenture, and that the U.K. Subsidiary shall
in all respects be bound by and subject to the terms of Article
Eleven of the Indenture.
2. In furtherance and not in limitation of paragraph 1
above, the U.K. Subsidiary unconditionally guarantees (i) the due
and punctual payment of the principal of and interest on the
Securities, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities, to the extent lawful, and the
due and punctual performance of all other obligations of the Issuer
to the Holders or the Trustee all in accordance with the terms set
forth in Article Eleven of the Indenture and (ii) in the case of
any extension of time of payment or renewal of any Securities or
any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration
or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in Section 11.04 of the
Indenture.
3. 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 (including the
U.K. Subsidiary) 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 Second
Supplemental Indenture and Guarantee shall be deemed to be part of
the terms and conditions of the Indenture for any and all purposes.
4. The Trustee accepts the amendment of the Indenture
effected by this Second Supplemental Indenture and Guarantee 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
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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 U.K. Subsidiary by corporate action or otherwise,
(ii) the due execution hereof by the Issuer or the U.K. Subsidiary
or (iii) the validity, accuracy or sufficiency of this Second
Supplemental Indenture and Guarantee. The recitals contained
herein are the statements of the Issuer and the U.K. Subsidiary,
and the Trustee assumes no responsibility for their correctness.
5. This Second Supplemental Indenture and Guarantee 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.
6. 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 Second
Supplemental Indenture and Guarantee to be duly executed, all as of
the date and year first above written.
WYMAN-GORDON COMPANY, as Issuer
By: /s/Luis E. Leon
Name: Luis E. Leon
Title: Vice President,
Chief Financial Officer
and Treasurer
Attest:
By: /s/Wallace F. Whitney, Jr.
Name: Wallace F. Whitney, Jr.
CFPD LTD,
as a Subsidiary Guarantor
By: /s/Luis E. Leon
Name: Luis E. Leon
Title: Authorised Director
Attest:
By: /s/Wallace F. Whitney, Jr.
Name: Wallace F. Whitney, Jr.
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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