EXHIBIT NO. 2.1(a)
AMENDMENT dated as of December 12, 1995, to the
STRATEGIC ALLIANCE AGREEMENT dated as of September 29,
1995 (the "Agreement"), among CIBA-GEIGY LIMITED, a Swiss
corporation ("Ciba"), CIBA-GEIGY CORPORATION, a New York
corporation and a wholly-owned subsidiary of Ciba
("CGC"), and HEXCEL CORPORATION, a Delaware corporation
("Hexcel").
WHEREAS Hexcel, Ciba and CGC desire to amend the
Agreement in certain respects; and
WHEREAS the capitalized terms used but not defined
herein shall have the meanings specified in the
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and undertakings contained herein and in the
Agreement and for other good and valuable consideration,
the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments. (a) The introductory clause
to Section 2.04(d) of the Agreement shall be deleted and
replaced by the following:
"The principal amount of the Subordinated Debt shall
be $43,029,000 adjusted as follows:"
(b) The definition of Ancillary Agreements in
Appendix A shall be deleted and replaced with the
following:
""Ancillary Agreements" shall mean the Governance
Agreement, the Trademark License Agreement, the
Registration Rights Agreement, the Transitional
Services Agreements, the Employment Matters
Agreement, the UK Employment Matters Agreement, the
Subordinated Debt, the Indenture, the Distribution
Agreement, the Assignment and Assumption Agreement,
the Supply and Tolling Agreements and the UK
Agreements."
(c) Section 1.03(b)(v) of the Agreement shall be
deleted and replaced with the following:
"(v) any obligation or liability relating to or
arising out of an event occurring prior to the
Closing Date for which Ciba or any of its
Subsidiaries has coverage under AAU lead policy #001
SP-6127 or its predecessor policies."
Section 2. Effect. This Amendment shall be deemed
for all purposes to be a part of the Agreement, which
shall remain in full force and effect in all respects as
amended hereby.
IN WITNESS WHEREOF, Ciba, CGC and Hexcel have each
caused this Amendment to be signed by their respective
officers thereunto duly authorized, all as of the date
first written above.
CIBA-GEIGY LIMITED,
by /s/ XXXX M.D. XXXXXXXXX
Name: Xxxx M.D. Xxxxxxxxx
Title: Senior Vice President
-- Finance and Information Services
CIBA-GEIGY LIMITED,
by /s/ X. XXXXXX
Name: X. Xxxxxx
Title: Group Treasurer
CIBA-GEIGY CORPORATION,
by /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President --
Finance and Information Services
HEXCEL CORPORATION
by /s/ XXXX X. XXX
Name: Xxxx X. Xxx
Title: Chief Executive Officer
