EXHIBIT 4.2(b)
SECOND SUPPLEMENTAL INDENTURE dated as of
March 3, 1998 (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"), 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 certain provisions of the
Indenture, among other things, in respect of the Credit Agreement (as defined
in Section 1(a) below) which is being amended and restated concurrently with
this Supplemental Indenture;
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; and
WHEREAS, Ciba Specialty Chemical Holding Inc. ("Ciba"), as successor to
Ciba Geigy Limited, 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:
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 Specialty Chemical Holding Inc., a corporation organized
under the laws of Switzerland, together with its successors and assigns."
(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, 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 and 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)."
(c) In Sections 4.06(a) and (b) the references to "$10 million" are
hereby deleted and the phrase "$20 million" inserted in lieu thereof.
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 up on its execution and delivery by the Company, the
Trustee and Ciba.
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.
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SECTION 6. 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__________________________
Name:
Title:
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION
by___________________________
Name:
Title:
CONSENTED AND AGREED TO BY:
CIBA SPECIALTY CHEMICAL HOLDING INC.
by______________________________
Name:
Title:
by______________________________
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 Second Supplemental Indenture, dated as of
March ____, 1998 (the "Supplemental Indenture"), between the Company and
First Trust of California, National Association, as trustee (the "Trustees"),
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 Chemical Holding 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 to 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.
IN WITNESS WHEREOF, the undersigned have executed this Officer's
Certificate as of the ____ day of March, 1998.
__________________________
Name:
Title:
__________________________
Name:
Title:
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