Exhibit 4.5(d)
FOURTH SUPPLEMENTAL INDENTURE dated as of
January 15, 1999 (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 have waived certain
provisions of the Indenture, among other things, in respect of the Company's
issuance of its Senior Subordinated Notes (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:
"'SENIOR SUBORDINATED NOTE INDENTURE' means the
indenture pursuant to which the Senior Subordinated Notes will
be issued."
"'SENIOR SUBORDINATED NOTES' means the 9 3/4% Senior
Subordinated Notes due 2009 of the Company in the aggregate
principal
amount not to exceed $240,000,000 and issued pursuant to the
Senior Subordinated Note Indenture."
(b) Clause (1) of Section 4.05 of the Indenture is hereby
amended to read as follows:
"(1) any encumbrance or restriction pursuant to the
Credit Agreement, this Indenture, the Senior Subordinated Note
Indenture and any agreement in effect at or entered into at
the time of the Closing;"
SECTION 2. WAIVER. Any Default or Event of Default arising
under the Indenture in connection with the consummation of the issuance of the
Senior Subordinated Notes 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:
Title:
by
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Name:
Title:
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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 Fourth Supplemental Indenture, dated as
of January 15, 1999 (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 15th day of January, 1999.
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Name:
Title:
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