Exhibit 10.29(a)
This Amendment No. 1 ("Amendment No. 1") to the Registration
Rights Agreement (the "Registration Rights Agreement"), dated as
of February 29, 1996 by and between Ciba-Geigy Limited (which has
since assigned the Registration Rights Agreement to Ciba
Specialty Chemicals Holding Inc., a Swiss Corporation ("Ciba")),
and Hexcel Corporation, a Delaware corporation ("Hexcel") is
hereby made and entered into as of the 29th day of December, 1998
by and between Ciba and Hexcel.
WHEREAS, Ciba and Hexcel desire to amend the Registration Rights
Agreement;
WHEREAS, defined terms used herein and not otherwise defined herein
shall have the meaning ascribed to such term in the Registration Rights
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein and in the Registration Rights Agreement and
for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 1 of the Registration Rights Agreement is hereby amended
by adding the following defined term immediately after the definition of
"Shelf Registration Statement" and immediately before the definition of
"Third Installment":
""SHELF REQUEST" has the meaning set forth in Section 2(a) hereof."
2. Section 2(a) of the Registration Rights Agreement is hereby
amended by deleting the first clause of Section 2(a) up to, but not
including, the proviso and replacing such clause with the following:
"Upon the written request of Ciba (the "Shelf Request"), Hexcel shall prepare
and, not later than 60 days after receipt of the Shelf Request, shall file
with the SEC, and thereafter shall use its commercially reasonable effort to
cause to be declared effective under the Securities Act on or prior to the
60th day following receipt of the Shelf Request, a Shelf Registration
Statement relating to the offer and sale by Ciba and the Ciba Entities of all
Registrable
Securities permitted to be registered on Form S-3 as part of such Shelf
Registration Statement in the manner or manners elected by Ciba and set forth
in such Shelf Registration Statement;"
3. Section 2(b) of the Registration Rights Agreement is hereby
amended by deleting Section 2(b) in its entirety and replacing such Section
with the following:
"(b) Once the Shelf Registration Statement has been declared effective
under the Securities Act, Hexcel shall use commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective during the
remainder of the Registration Period and to permit Ciba to use such Shelf
Registration Statement to distribute Registrable Securities in the manners
selected by Ciba."
4. Section 2(c) of the Registration Rights Agreement is hereby
amended by deleting Section 2(c) in its entirety and replacing such Section
with the following:
"(c) Without limiting the foregoing, once the Shelf Registration Statement
has been declared effective under the Securities Act, Hexcel shall be deemed
not to have made commercially reasonable efforts to keep the Shelf
Registration Statement effective during the remainder of the Registration
Period if Hexcel voluntarily takes any action that would r esult in Ciba or
any Ciba Entity not being able to offer and sell Registrable Securities that
are then eligible under this Agreement to be offered and sold unless (i) such
action is required by applicable law, rule, regulation, or legal proceeding
or (ii) such action is consistent with the provisions of Section 5 hereof.
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IN WITNESS WHEREOF, Ciba, on behalf of itself and the Ciba Entities,
and Hexcel by their duly authorized representative(s) have caused this
Amendment No. 1 to be executed as of the day and year first above written.
CIBA SPECIALTY CHEMICALS HOLDING INC.
By:
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Name:
Title
By:
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Name:
Title
HEXCEL CORPORATION
By:
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Name:
Title
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