Exhibit 4.5(c)
THIRD SUPPLEMENTAL INDENTURE dated as of
September 15, 1998 (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 desires to amend and waive certain
provisions of the Indenture, among other things, in respect of (i) the Company's
new Credit Agreement (as defined in Section 1(b) below) and (ii) the
Clark-Schwebel Acquisition (as defined in Section 1(a) below);
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 Specialty Chemicals Inc., a corporation
organized under the laws of Switzerland ("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. (a) Section 1.01 of the
Indenture is hereby amended by adding thereto the following definitions in their
proper alphabetical order:
"'ASAHI-SCHWEBEL' means Asahi-Schwebel Co., Ltd., a
joint venture in which the Company or a Subsidiary of the
Company will own an interest after giving effect to the
Clark-Schwebel Acquisition."
"'ASAHI-SCHWEBEL (TAIWAN)' means Asahi-Schwebel
(Taiwan) Co, Ltd., a joint venture between Asahi-Schwebel and
AlliedSignal."
"'ASAHI-SCHWEBEL INTERGLAS (PHILIPPINES)' means
Asahi-Schwebel Interglas Corporation (Philippines), a proposed
joint venture between Asahi-Schwebel and Interglas."
"'ASIAN COMPOSITE MANUFACTURING' means Asian
Composite Manufacturing Sdn. Bhd., a proposed joint venture
among the Company, The Boeing Company, Sime Darby Berhad and
Malaysia Helicopter Services."
"'BHA AERO COMPOSITE PARTS' means BHA Aero Composite
Parts Co., Ltd., a proposed joint venture among the Company,
The Boeing Company and Aviation Industries of China."
"'CLARK-SCHWEBEL ACQUISITION' means the acquisition
and lease of certain assets of Clark-Schwebel Holdings, Inc.
and its subsidiaries by the Company or a Subsidiary of the
Company pursuant to (i) that certain Asset Purchase Agreement,
dated as of July 25, 1998, by and among Stamford CS
Acquisition Corp., Clark-Schwebel Holdings, Inc.,
Clark-Schwebel, Inc. and the Company, and (ii) that certain
Lease Agreement, attached as Exhibit H to such Asset Purchase
Agreement, to be entered into by and between CSI Trust, as
landlord, and the Company or a Subsidiary of the Company, as
tenant, as each of the same may be amended, supplemented or
otherwise modified from time to time."
"'CLARK-SCHWEBEL JOINT VENTURES' means (i)
Asahi-Schwebel, (ii) Asahi-Schwebel (Taiwan), (iii)
Asahi-Schwebel Interglas (Philippines), (iv) Clark-Schwebel
Tech-Fab and (v) Interglas."
"'CLARK-SCHWEBEL TECH-FAB' means Clark-Schwebel
Tech-Fab Company, a New York partnership and a joint venture
in which the Company or a Subsidiary of the Company will own
an interest after giving effect to the Clark-Schwebel
Acquisition."
"'COMPANY STOCK REPURCHASE PROGRAM' means the
purchase from time to time by the Company of its Capital Stock
not to exceed $50,000,000 in the aggregate from and after
August 5, 1998."
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"'INTERGLAS' means CS Interglas AG, a German stock
corporation."
"'POLELINE ASSET MANAGEMENT' means Poleline Asset
Management, LLC, a California limited liability company and a
joint venture in which Hexcel Beta Corp. owns a 50% interest."
(b) The definition of "Credit Agreement" contained in Section
1.01 of the Indenture is hereby amended to read as follows:
"'CREDIT AGREEMENT' means, collectively, the Credit
Agreement dated as of September 15, 1998, 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 First Boston (or any
successor thereto), in its separate capacity as administrative
agent and documentation agent for the Lenders, including any
related notes, letters of credit, guarantees, collateral
documents, instruments and agreements executed in connection
therewith, and in each case as the same may from time to time
be amended, renewed, replaced, refunded, supplemented, or
otherwise modified at the option of the parties thereto
(including, without limitation, any extension of maturity
thereof or increase in commitments or principal amounts
eligible to be borrowed thereunder), 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."
(c) The definition of "Existing Joint Ventures" contained in
Section 1.01 of the Indenture is hereby amended to read as follows:
"'EXISTING JOINT VENTURES' means (i) Knytex, (ii)
DIC, (iii) Fyfe and (iv) the Clark-Schwebel Joint Ventures."
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(d) The definition of "Permitted Investment" contained in
Section 1.01 of the Indenture is hereby amended by deleting the word "and" after
the end of clause (vi) thereof and adding new clauses (viii) and (ix) thereto to
read as follows:
"; (viii) the assets of Clark-Schwebel Holdings, Inc. and its
subsidiaries in connection with the Clark-Schwebel
Acquisition; and (ix) Interglas."
(e) Sections 4.03(b)(vi) and 4.03(b)(x) of the Indenture are
hereby amended by deleting each reference to "Section 13.1(j)" therein and
replacing it with "Section 14.2(g)".
(f) Section 4.03(b)(viii) of the Indenture is hereby amended
by deleting the reference to "$12,500,000" therein and substituting
"$100,000,000" therefor.
(g) Section 4.03(b)(xiii) of the Indenture is hereby amended
to read as follows:
"(xiii) Guarantees relating to the Acquisition or the
Clark-Schwebel Acquisition;"
(h) Section 4.03(b) of the Indenture is hereby amended by (A)
deleting the word "or" at the end of clause (xv) thereof, (B) deleting the "."
at the end of clause (xvi) thereof and replacing it with the phrase "; or" and
(C) adding a new clause (xvii) thereto to read as follows:
"(xvii) Indebtedness of a Clark-Schwebel Joint
Venture outstanding on the date such Clark-Schwebel Joint
Venture becomes a Subsidiary."
(i) Section 4.04(b) of the Indenture is hereby amended by (A)
deleting the word "or" at the end of clause (ix) thereof, (B) deleting the "."
at the end of clause (x) thereof and replacing it with a ";" and (C) adding new
clauses (xi) and (xii) thereto to read as follows:
"(xi) the purchase from time to time by the Company
of its Capital Stock (A) with the proceeds of the exercise by
grantees under any equity-based incentive plan or (B) pursuant
to the Company Stock Repurchase Program; or
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(xii) the purchase, redemption, retirement or other
acquisition of the Capital Stock of Interglas."
(j) Clause (A) of Section 4.07(a) of the Indenture is hereby
amended to read as follows:
"(A) any transaction between the Company or any of its
Subsidiaries and (i) any Permitted Holder, (ii) Hexcel
Foundation so long as such foundation remains a not-for-profit
institution for the purposes of California law, (iii) Fyfe,
(iv) Hexcel-DIC Partnership, (v) Knytex, (vi) Poleline Asset
Management, (vii) BHA Aero Composite Parts, (viii) Asian
Composite Manufacturing, (ix) any Clark-Schwebel Joint Venture
and (x) any director or officer of Interglas in connection
with the acquisition of Interglas Capital Stock;"
SECTION 2. WAIVER. Any Default or Event of Default arising
under the Indenture in connection with the consummation of the Clark-Schwebel
Acquisition and the transactions contemplated thereby are hereby waived.
SECTION 3. 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 4. EFFECTIVENESS. This Supplemental Indenture shall
take effect immediately up on its execution and delivery by the Company, the
Trustee and Ciba.
SECTION 5. 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 6. 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 7. APPLICABLE LAW. THIS SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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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
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Name:
Title:
U.S. BANK TRUST NATIONAL
ASSOCIATION
by
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Name:
Title:
CONSENTED AND AGREED TO BY:
CIBA SPECIALTY CHEMICALS INC.
by
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Name:
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by
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OFFICERS' CERTIFICATE
The undersigned hereby certify that they are duly elected
officers of Hexcel Corporation (the "Company"), and in such capacities they
state the following with respect to the Third Supplemental Indenture, dated as
of September ____, 1998 (the "Supplemental Indenture"), between the Company and
U.S. Bank Trust National Association (formerly known as First Trust of
California, National Association), as trustee (the "Trustee"), which supplements
the Indenture, dated as of February 29, 1996 as previously supplemented (the
"Indenture"), between the Company and the Trustee with respect to the Increasing
Rate Senior Subordinated Notes due 2003 (the "Notes") of the Company. Ciba
Specialty Chemicals Inc. has consented to the Supplemental Indenture.
Based upon the foregoing and the investigation referred to
below, the undersigned certify that:
1. The undersigned have read the Supplemental Indenture and
Section 9.02 of the Indenture.
2. The foregoing investigation was, in the opinion of the
undersigned, sufficient to enable to undersigned the express the opinion whether
the provisions of Section 9.02 of the Indenture have been complied with; and
3. The undersigned are of the opinion that the Supplemental
Indenture is permitted by Section 9.02 of the indenture and that all conditions
precedent under the Indenture to the execution of the Supplemental Indenture
have been complied with.
IN WITNESS WHEREOF, the undersigned have executed this
Officer's Certificate as of the ____ day of September, 1998.
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