HEXCEL CORPORATION
as Issuer,
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
FIFTH SUPPLEMENT TO INDENTURE
Dated as of December 19, 2000
Increasing Rate Senior Subordinated Notes Due 2003
FIFTH SUPPLEMENTAL INDENTURE dated as of December 19, 2000 (this
"Supplemental Indenture"), to the Indenture dated as of February 29, 1996
(the "Indenture"), between HEXCEL CORPORATION, a Delaware corporation (the
"Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as
First Trust of California, National Association), a national banking
association, as trustee (the "Trustee"), as previously supplemented.
Capitalized terms used but not defined in this Supplemental Indenture shall
have the meanings ascribed to them in the Indenture.
WHEREAS, the Company and Ciba Specialty Chemicals Holding
Inc., a corporation organized under the laws of Switzerland ("Ciba"),
desire to amend, and Ciba desires to waive, certain provisions of the
Indenture, among other things, in respect of the transactions contemplated
by the Stock Purchase Agreement dated as of October 11, 2000, by and
between LXH, L.L.C., a Delaware limited liability company ("LXH"), LXH II,
L.L.C., a Delaware limited liability company (together with LXH, the
"Purchasers"), Ciba, Ciba Speciality Chemicals Inc., a corporation
organized under the laws of Switzerland and a wholly-owned subsidiary of
Ciba ("Ciba SC") and Ciba Specialty Chemicals Corporation, a corporation
organized under the laws of Delaware and a wholly-owned subsidiary of Ciba
(together with Ciba SC, the "Sellers"), pursuant to which the Sellers shall
sell to the Purchasers and the Purchasers shall purchase from the Sellers
14,525,000 shares of common stock of the Company (the "GS Sale");
WHEREAS, Section 9.02 of the Indenture authorizes the
Company and the Trustee to amend and waive certain provisions of the
Indenture with the consent of the Securityholders;
WHEREAS, Ciba is the Holder of all of the Securities; and
WHEREAS, Ciba and the Company have agreed to modify and
waive the terms of the Securities as set forth in this Supplemental
Indenture, and accordingly, Ciba consents to this Supplemental Indenture.
NOW, THEREFORE, the Company and the Trustee hereby agree
for the equal and ratable benefit of the Securityholders as follows:
SECTION 1. AMENDMENT OF INDENTURE. Effective upon the
consummation of the GS Sale, (a) each of Sections 4.02, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.09 and 4.11 of the Indenture shall be amended to read
in its entirety as follows:
"[Intentionally Omitted.]"
(b) Section 4.12 shall be added which shall read in its
entirety as follows:
"SECTION 4.12. Acceleration of Securities. Upon the
consummation of any registered underwritten public offering of the
common stock of the Company occurring prior to the first
anniversary of the effective date of the transactions contemplated
by the Stock Purchase Agreement dated as of October 11, 2000, by
and between LXH, L.L.C., LXH II, L.L.C., Ciba Specialty Chemicals
Holding Inc., Ciba Speciality Chemicals Inc. and Ciba Specialty
Chemicals Corporation, the principal of and accrued interest on
all Securities shall be immediately due and payable. In the event
that the principal of and accrued interest on all Securities are
declared due and payable pursuant to this Section 4.12, the
Company shall provide to the Trustee, as soon as reasonably
practical after such occurrence, an Officer's Certificate
notifying the Trustee of such event."
SECTION 2. WAIVER. Any repurchase obligations of the
Company pursuant to Section 4.08(a) of the Indenture arising in
connection with a Change of Control resulting from the
consummation of the GS Sale are hereby waived by Ciba.
SECTION 3. NOTICE. Upon the consummation of the GS Sale,
the Company hereby agrees to provide the Trustee with an Officer's
Certificate (as that term is defined in Section 1.01 of the
Indenture) certifying that the GS Sale has been consummated.
SECTION 4. CONFIRMATION. Except as hereby expressly
amended or waived, the Indenture is in all respects ratified and
confirmed and all the terms, conditions, and provisions thereof
shall remain in full force and effect.
SECTION 5. EFFECTIVENESS. This Supplemental Indenture
shall take effect immediately upon its execution and delivery by
the Company, the Trustee and Ciba.
SECTION 6. COUNTERPARTS. This Supplemental Indenture may
be executed in any number of counterparts, each of which, when so
executed, shall be deemed to be an original, but all of which
shall together constitute but one contract.
SECTION 7. EXECUTION. Delivery of an executed counterpart
of a signature page by facsimile transmission shall be effective
as delivery of a manually executed counterpart of this
Supplemental Indenture.
SECTION 8. APPLICABLE LAW. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed by their duly authorized
officers, all as of the date and year first above.
HEXCEL CORPORATION
by /s/ Ira Krakower
---------------------
Name: Ira J. Krakower
Title: Senior Vice President
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
by /s/ Myrna P. Choroski
---------------------
Name: Myrna Presto-Choroski
Title: Assistant Vice President
CONSENTED AND AGREED TO BY:
CIBA SPECIALTY CHEMICALS HOLDING INC.
by /s/ Peter Sidler
---------------------
Name: Peter Sidler
Title: Senior Tax and Corporate Counsel
by /s/ Oliver Strub
---------------------
Name: Oliver Strub
Title: Corporate Counsel