EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of November 3, 1998 (this
"Supplemental Indenture"), among UCAR Global Enterprises Inc., a Delaware
corporation (the "Company"), UCAR International Inc., a Delaware corporation, as
Guarantor ("UCAR"), and United States Trust Company of New York, a New York
corporation, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the parties hereto are also the parties to that certain
indenture, dated as of January 15, 1995 (the "Indenture"), relating to the 12%
Senior Subordinated Notes due 2005 issued by the Company (the "Securities");
WHEREAS, in accordance with Section 9.02 of the Indenture, the parties
hereto have agreed to amend, and the registered holders of at least a majority
in principal amount at maturity of the Securities outstanding as of the date
hereof have consented (the "Requisite Consents") to amendments to, certain terms
of the Indenture as described below:; and
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement to the Indenture according to the terms of the Indenture have
been done;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. CERTAIN TERMS DEFINED IN THE INDENTURE. All capitalized
terms used herein without definition herein shall have the meanings ascribed
thereto in the Indenture.
SECTION 2. AMENDMENTS TO THE INDENTURE. The Indenture is hereby amended
as follows:
(a) The first sentence of the definition of "Consolidated Cash
Flow" contained in Section 1.01 of the Indenture is hereby amended to delete the
word "and" appearing immediately before clause (vi) and to add a comma
immediately following clause (vi) and to add the following new clause (vii)
immediately after such added comma and before the word "and" appearing
immediately after clause (vi):
and (vii) the $340 million charge taken by the
Company against results of operations for 1997 for potential
liabilities and expenses in connection with antitrust and
related lawsuits and claims
(b) Section 4.03(f) of the Indenture is hereby amended and
restated in its entirety to read as follows:
(f) Notwithstanding Section 4.03(b), no Restricted
Subsidiary may Incur Indebtedness pursuant to Section 4.03(b)
unless (i) either (x) such Restricted Subsidiary is a Foreign
Restricted Subsidiary or (y) such Indebtedness is Bank
Indebtedness and (ii) at the time of
Incurrence of such Indebtedness, and after giving effect
thereto, the aggregate outstanding amount of Indebtedness (x)
of Foreign Restricted Subsidiaries Incurred pursuant to
Section 4.03(c)(ii), together with the aggregate outstanding
amount of Indebtedness of Foreign Restricted Subsidiaries
Incurred pursuant to Section 4.03(b) (excluding Bank
Indebtedness described in clause (y) of clause (i) of this
Section 4.03(f)), shall not exceed the aggregate amount of
Indebtedness of Foreign Restricted Subsidiaries that is
outstanding immediately following the Issue Date pursuant to
Section 4.03(c)(ii) and (y) that is Bank Indebtedness
(including Indebtedness Incurred pursuant to Section
4.03(c)(i) or 4.03 (c)(ii)) shall not exceed $830 million;
provided, however, that Indebtedness of any Foreign Restricted
Subsidiary Incurred pursuant to Section 4.03(b) or 4.03(c)(ii)
shall not be subordinated in right of payment to any other
Indebtedness of such Foreign Restricted Subsidiary.
For purposes of this amendment and restatement of Section 4.03(f), the
$695 million mentioned in the definition of Credit Agreement shall not be
construed to limit the amount of Bank Indebtedness which may be Incurred under
Section 4.03(f) and the Company and its Restricted Subsidiaries shall replace
the Issuer mentioned in the definition of Bank Indebtedness.
(c) Section 4.03(c)(vi) is hereby amended by adding the following
language at the end of such clause after the word "million":
"and provided that no more than $25 million of Bank
Indebtedness Incurred pursuant to this Section 4.03(c)(vi) may
be outstanding at any one time."
SECTION 3. GOVERNING LAW. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York but
without giving effect to applicable principles of conflicts of law to the extent
that the application of the laws of another jurisdiction would be required
thereby.
SECTION 4. COUNTERPARTS. This Supplemental Indenture may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. RATIFICATION. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects ratified and confirmed by each of the
Company, UCAR and the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
UCAR INTERNATIONAL INC.
By:__________________________________
Title:
UCAR GLOBAL ENTERPRISES INC.
By:__________________________________
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By:__________________________________
Title:
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