EXHIBIT 4.2(a)
FIRST SUPPLEMENTAL INDENTURE dated as of June 27, 1996
(this "Supplemental Indenture"), to the Indenture dated as of
February 29, 1996 (the "Indenture"), between HEXCEL CORPORATION,
a Delaware corporation (the "Company"), and FIRST TRUST OF
CALIFORNIA, NATIONAL ASSOCIATION, a national banking association,
as trustee (the "Trustee"). Capitalized terms used but not
defined in this Supplemental Indenture shall have the meanings
ascribed to them in the Indenture.
WHEREAS, the Company desires to amend certain provisions of the
Indenture, among other things, in respect of the Credit Agreement (as defined
in Section 1(b) below) which is being entered into concurrently with this
Supplemental Indenture;
WHEREAS, the Company desires to issue up to $115 million of its
Convertible Subordinated Notes due 2003;
WHEREAS, Section 9.02 of the Indenture authorizes the Company and
the Trustee to amend certain provisions of the Indenture with the consent of
the Securityholders;
WHEREAS, the Company has not issued any Securities under the
Indenture as of the date of this Supplemental Indenture;
WHEREAS, pursuant to the Strategic Alliance Agreement, dated as of
September 29, 1995, and as subsequently amended (the "Strategic Alliance
Agreement"), among Ciba-Geigy Limited ("Ciba"), Ciba-Geigy Corporation and
the Company, all the Securities to be issued under the Indenture shall be
issued to Ciba and its Subsidiaries (as defined in the Strategic Alliance
Agreement); and
WHEREAS, Ciba and the Company have agreed to modify 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:
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SECTION 1. AMENDMENT OF INDENTURE. (a) The definition of "Ciba"
contained in Article I of the Indenture is hereby amended to read as follows:
""CIBA" means Ciba-Geigy Limited, a corporation organized
under the laws of Switzerland, together with its successors and
assigns, including, upon consummation of the merger or
combination of Ciba-Geigy Limited and Sandoz Limited, Novartis
Limited."
(b) The definition of "Credit Agreement" contained in Article I of
the Indenture is hereby amended to read as follows:
""CREDIT AGREEMENT" means, collectively, the Credit Agreement
dated as of June 27, 1996, among the Company, certain of its
Subsidiaries, the institutions from time to time party thereto as
Lenders, Citibank, N.A. (or any successor thereto) in its
separate capacity as collateral agent for the Lenders and Credit
Suisse (or any successor thereto) in its separate capacity as
administrative agent for the Lenders, as the same may from time
to time be amended, renewed, supplemented or otherwise modified
at the option of the parties thereto, and any other agreement
pursuant to which any of the Indebtedness, commitments,
obligations, costs, expenses, fees, reimbursements and other
indemnities payable or owing thereunder may be replaced or
refinanced, in any such event having an aggregate principal
amount and availability not in excess of $310,000,000 LESS the
amount of any Indebtedness Incurred by Subsidiaries of the
Company pursuant to Section 13.1(j) of the Credit Agreement (or
any successor provision) PLUS amounts otherwise permitted
pursuant to Section 4.03(b)(i) of this Indenture."
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(c) The definition of "Specified Properties" contained in Article
I of the Indenture is hereby amended to read as follows:
""SPECIFIED PROPERTIES" shall mean (i) the Company's
manufacturing plants located in (a) Lancaster, Ohio, (b)
Welkenraedt, Belgium and (c) Graham, Texas, (ii) the
manufacturing plants of Hexcel Omega Corporation located in
Anaheim, California, (iii) the outstanding capital stock of
Hexcel Omega Corporation and (iv) the outstanding capital stock
and intercompany obligations of Hercules Aerospace Espana, S.A.,
a Spanish corporation, to the extent such properties are sold
pursuant to the letter agreement dated June 27, 1996, between the
Company and Hercules Incorporated."
(d) Section 4.03(b)(i) of the Indenture is hereby amended to read
as follows:
"(i) Indebtedness under the Credit Agreement and any other
loan or other agreement in an aggregate principal amount
outstanding at any time not to exceed the sum of (A) the
outstanding Indebtedness under the Credit Agreement and the
unused commitments thereunder as of the date the Credit Agreement
first becomes effective and (B) $12,500,000."
(e) Section 4.03(b)(vi) of the Indenture is hereby amended to read
as follows:
"(vi) Refinancing Indebtedness Incurred in respect of
Indebtedness Incurred pursuant to clause (iv) or (v) above or
Section 13.1(j) of the Credit Agreement as in effect on the date
the Credit Agreement first becomes effective (or any successor
provision having the same terms)."
(f) Section 4.03(b)(x) of the Indenture is hereby amended to read
as follows:
"(x)(A) Guarantees of any Subsidiary in respect of
obligations of the Company, (B) Guarantees of the Company in
respect of Indebtedness of any Subsidiary Incurred pursuant to
Section 13.1(j) of the Credit Agreement as in effect on the date
the Credit Agreement first becomes effective (or any successor
provision having the same terms) and (C) Guarantees of any
partnership or
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joint venture (other than Existing Joint Ventures) to the extent
that the Incurrence of such obligations shall not cause to
Maximum Partnership/Joint Venture Amount to exceed $15,000,000 at
any time; PROVIDED that no such Investment may be made as long as
any Default or Event of Default has occurred and is continuing or
would occur as a result of such Investment;"
(g) Section 4.03(b) of the Indenture is hereby amended by
inserting the following new clauses (xv) and (xvi) at the end thereof:
"(xv) Indebtedness of the Company in respect of unsecured
standby and commercial letters of credit issued by Lenders under
the Credit Agreement in an aggregate face amount (including,
without limitation, any reimbursement obligations owing in
respect thereof) not to exceed $10,000,000; or
(xvi) Indebtedness represented by the Company's Convertible
Subordinated Notes due 2003 in an aggregate principal amount not
to exceed $115 million."
(h) The face of Exhibit A to the Indenture is hereby amended to
state that the principal amount of the Securities is payable on March 1, 2003.
(i) The second sentence of Section 1 of Exhibit A to the Indenture
is hereby amended to read as follows:
"On the third anniversary of the date of the Closing (as
defined in the Strategic Alliance Agreement dated as of September
29, 1995, among Ciba-Geigy Limited, Ciba-Geigy Corporation and
the Company), the rate of interest then borne by the Securities
shall increase to 10.5%, and on each subsequent anniversary of
the Closing the rate of interest then borne by the Securities
shall increase by an additional 0.5%."
(j) Exhibit B to the Indenture is hereby amended and restated in
the form of Exhibit B hereto.
SECTION 2. CONFIRMATION. Except as hereby expressly amended, 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 3. EFFECTIVENESS. This Supplemental Indenture shall take
effect immediately upon its execution and delivery by the Company, the
Trustee and Ciba.
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SECTION 4. 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 5. 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 6. 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 written.
HEXCEL CORPORATION
by
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Name:
Title:
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION
by
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Name:
Title:
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CONSENTED AND AGREED TO BY:
CIBA-GEIGY LIMITED
by
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Name:
Title:
by
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Name:
Title: