EXHIBIT 10.3
FOURTH AMENDMENT AND CONSENT
FOURTH AMENDMENT AND CONSENT, dated as of October 26, 2000 (this "Amendment
and Consent"), to the Second Amended and Restated Credit Agreement, dated as of
September 15, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Hexcel Corporation (the "Company") and the
Foreign Borrowers from time to time party thereto (together with the Company,
the "Borrowers"), the banks and other financial institutions from time to time
parties thereto (the "Lenders"), Citibank, N.A., as Documentation Agent, and
Credit Suisse First Boston, as Administrative Agent (the "Administrative
Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrowers;
WHEREAS, the Borrowers have requested, and, upon this Amendment becoming
effective, the Lenders shall have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment;
WHEREAS, the Company desires to make certain changes to its ownership
structure ("Restructuring") pursuant to which the Company will, among other
things, (i) designate a wholly owned subsidiary of the Company to be organized
under the laws of the United Kingdom ("Newco") after the date hereof, as an
Additional Borrower, (ii) transfer ownership of Hexcel Composites GmbH, a wholly
owned subsidiary of the Company organized and existing under the laws of Austria
("Composites-Austria"), and Hexcel Composites S.A., a wholly owned subsidiary of
the Company organized and existing under the laws of Belgium ("Hexcel-Belgium"),
to Newco for minimum cash proceeds of $75,000,000 and other consideration, if
any (the "Sale"), and (iii) transfer ownership of Hexcel (U.K.) Limited
("Hexcel-U.K."), a wholly owned subsidiary of the Company organized and existing
under the laws of England and Wales to Newco (such transfer, together with the
Sale, the "Intercompany Transfers");
WHEREAS, the Administrative Agent has consented, and by its signature below
hereby acknowledges such consent, to increasing the Aggregate European Loan
Commitment by $40,000,000 and simultaneously decreasing the Aggregate Revolving
Credit Commitment by $40,000,000 in accordance with subsection 7.11 of the
Credit Agreement (the "Reallocation");
WHEREAS, the Administrative Agent has consented, and by its signature below
hereby acknowledges such consent, to increasing the Foreign Borrower Sublimit
with respect to Newco from $35 million to $90 million; and
WHEREAS, the Company has requested that the Lenders consent to the matters
related to the Restructuring that are described below, and, upon this Amendment
and Consent becoming effective, the Lenders shall have so consented.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises and mutual
agreements contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS
1.1. Defined Terms. Unless otherwise defined herein, capitalized terms which are
defined in the Credit Agreement are used herein as defined therein.
SECTION 2. CONSENTS
2.1. Designation of Additional Borrower. The European Lenders hereby consent to
the designation of Newco as an Additional Borrower pursuant to subsection 7.9 of
the Credit Agreement; provided that, prior to such designation becoming
effective, (i) Newco shall have executed and delivered an Additional Borrower
Joinder Agreement, (ii) Newco shall have delivered to the Administrative Agent a
legal opinion of local foreign counsel as to the applicable matters covered by
the opinions delivered on the Closing Date with respect to the Foreign Borrowers
and reasonably satisfactory to the Administrative Agent with respect thereto and
Newco shall have otherwise complied with the requirements of subsection 7.9(b)
of the Credit Agreement, (iii) the Company shall have executed a Foreign Pledge
Agreement pledging 65% of the Capital Stock of Newco (the "Newco Pledge
Agreement") pursuant to subsection 13.9 of the Credit Agreement and (iv) the
Company shall have delivered to the Administrative Agent a legal opinion
reasonably satisfactory to the Administrative Agent with respect to the Newco
Pledge Agreement, and otherwise shall have complied with the requirements of
subsection 13.9 of the Credit Agreement.
2.2. Consent to Intercompany Transfers and Release. The Lenders and the
Borrowers hereby consent to the Intercompany Transfers and to the termination
and release, effective at the same time the Newco Pledge Agreement becomes
effective, of the Company's pledges of the Capital Stock of Hexcel-U.K.,
Composites-Austria and Hexcel- Belgium pursuant to the Credit Documents;
provided that, upon the completion of the Sale the first $20,000,000 of cash
proceeds received from the Sale shall have been applied to prepay the Tranche A
Loans in accordance with subsection 10.3 of the Credit Agreement and the balance
of any cash proceeds received from the Sale shall have been applied to prepay
the Revolving Credit Loans. Each Lender authorizes and instructs each of the
Administrative Agent and the Documentation Agent to take, and the Administrative
Agent and Documentation Agent shall take, such actions as the Company may
reasonably request to evidence and effect such releases.
2.3. Effective Date of Reallocation. The Lenders and the Borrowers hereby agree
that the effective date of the Reallocation shall be a date designated by the
Company and the Administrative Agent at any time following the receipt by the
Administrative Agent of the written consent (the "Letter of Confirmation") of
each Revolving Credit Lender that has agreed to convert its Revolving Credit
Commitment into a European Loan Commitment in the amount set forth opposite such
Revolving Credit Lender's name in the Letter of Confirmation.
2.4. Sale of Kent Division. Anything in subsection 14.6 of the Credit Agreement
to the contrary notwithstanding, the Lenders hereby consent that the Company may
sell its Engineered Products Division ("Kent"); provided that such sale is
effected (a) on or before June 30, 2001 and (b) for consideration which shall
include a cash portion in an amount not less than $40 million of Net Proceeds.
The first $40,000,000 of such Net Proceeds shall be applied, notwithstanding
anything in subsection 10.5(g) of the Credit Agreement to the contrary, to
prepay Tranche A Loans and Tranche B Loans ratably according to the respective
aggregate then outstanding principal amounts thereof. With respect to any amount
of such Net Proceeds that is in excess of $40,000,000 (the "Excess Net
Proceeds"), (x) such Excess Net Proceeds shall be available to the Company for
general corporate purposes, including Capital Expenditures and, notwithstanding
the provisions of subsection 14.14 of the Credit Agreement, the prepayment,
repurchase or retirement of Permitted Subordinated Indebtedness, (y)
notwithstanding anything in subsection 10.5(g) of the Credit Agreement to the
contrary, no other prepayment or Commitment reduction under the Credit Agreement
shall be required as a result of the receipt of the Excess Net Proceeds and (z)
with respect to subsection 10.5(g)(x), such Excess Net Proceeds shall not be
considered as part of the first $25,000,000 of Net Proceeds derived from any Net
Proceeds Event, and for purposes of calculating compliance with the financial
covenants contained in subsection 14.1, for any period in which the Sale is or
was completed, the Sale and the repayment of any Indebtedness in connection
therewith shall be deemed to have been completed on the first day of such
period. The Lenders and the Borrowers hereby acknowledge and agree that,
notwithstanding anything to the contrary contained in the Credit Documents, all
of the assets of Kent sold in connection with any sale or sales permitted by the
foregoing shall, effective simultaneously with the closing thereof in accordance
thereof, be released from the Liens granted pursuant to the Credit Documents.
Each Lender hereby authorizes and instructs each of the Administrative Agent and
the Documentation Agent to take, and the Administrative Agent and the
Documentation Agent shall take, such actions as the Company may reasonable
request to evidence and effect the release of any liens on assets that are sold
as part of such sale.
2.5. Consent to Amendment. Each Lender hereby consents to (i) the Specialty
Chemicals Sale, (ii) the termination of the Governance Agreement and the
amendment of the Subordinated Ciba Notes Indenture and the Subordinated Ciba
Notes, each as contemplated by the terms of the Consent and Termination
Agreement dated as of October 11, 2000 by and between the Company and Chemical
Holdings, and (iii) the terms of the Buyer Governance Agreement (in the form
delivered to the Lenders in connection herewith, with such changes, if any, as
are not materially adverse to the Lenders).
SECTION 3. AMENDMENTS
3.1. Amendment to Subsection 1.1. Subsection 1.1 of the Credit Agreement is
hereby amended:
(a) by adding thereto, immediately after the definition of "Business Day," the
following:
"Buyer": collectively, LXH, L.L.C. and LXH II, L.L.C., each a Delaware
limited liability company and a Subsidiary of The Goldman Sachs Group,
Inc.
"Buyer Governance Agreement": the governance agreement to be executed by
and among the Buyer, the Company and the other parties listed on the
signature pages thereto."
(b) by deleting clause (i) of the existing definition of "Change of Control"
and by substituting therefor the following:
"(i) (A) prior to the Specialty Chemicals Sale, (I) any "person"
(as such term is used in Section 13(d) and 14(d) of the Exchange Act,
but other than Specialty Chemicals and its Affiliates) beneficially owns,
directly or indirectly, more than 25% of the total voting power of the
voting stock of the Company and (II) the total voting power of the voting
stock of the Company beneficially owned by such "person" exceeds that
which is beneficially owned by Specialty Chemicals and its Affiliates;
and (B) after the Specialty Chemicals Sale (provided that such sale is
consummated on or before December 31, 2000), (I)(1) any "person" (as such
term is used in Section 13(d) and 14(d) of the Exchange Act, but other
than the Investors and their Affiliates) beneficially owns, directly or
indirectly, more than 25% of the total voting power of the voting stock
of the Company and (2) the total voting power of the voting stock of the
Company beneficially owned by such "person" exceeds that which is
beneficially owned by the Investors and their Affiliates, or (II) the
Investors and their Affiliates beneficially own, directly or indirectly,
more than 40% of the total voting power of the voting stock of the
Company; or"
(c) by renumbering clause (ii) of the definition of "Change of Control" as
clause (iii) and adding to such definition the following clause (ii):
"(ii) a Specified Change of Control; or"
(d) by adding after the reference to "Governance Agreement" in clause (ii) of
the existing definition of "Change of Control" the following:
"or Buyer Governance Agreement, as applicable".
(e) by deleting from the definition of "Existing Transaction Documents" clauses
(b) and (c) therein, relettering clause (d) as clause (c) and substituting for
clause (b) the following:
"(b) the Buyer Governance Agreement, the agreement dated as of
October 11, 2000, by and among the Company and the Buyer (which
agreement is filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on October
13, 2000), and the Registration Rights Agreement to be entered into
between the Company and the Buyer."
(f) by deleting therefrom the existing definition of "Fixed Charge Coverage
Ratio" and by substituting therefor the following:
"Fixed Charge Coverage Ratio" means the ratio of (i) EBITDA of the Company
and its Subsidiaries for the most recently completed period of four
consecutive fiscal quarters, minus Capital Expenditures paid by the
Company and its Subsidiaries during such period, plus Net Proceeds of
asset sales received during such period to the extent not included in
the calculation of EBITDA for such period to (ii) Fixed Charges of the
Company and its Subsidiaries for such period; provided, however, that
the calculation of the Fixed Charge Coverage Ratio for any quarter
included within the period between January 1, 2001 and December 31,
2002 shall exclude up to $30,000,000 of Capital Expenditures incurred
during calendar year 2001 in connection with expenditures to fund
expansion of the Company's electronics and wind energy manufacturing
capacity."
(g) by adding thereto, immediately after the definition of "Foreign Subsidiary,"
the following:
"Fourth Amendment" means the Fourth Amendment and Consent dated as of
October 26, 2000 among the Borrowers, the banks and the Lenders, Citibank,
N.A., as Documentation Agent, and Credit Suisse First Boston, as
Administrative Agent."
(h) by adding thereto, immediately after the definition of "Investment," the
following:
"Investors": The Goldman Sachs Group, Inc. (the "GS Group") and any direct
or indirect Subsidiaries of the GS Group.
(i) by adding thereto, immediately after the definition of "Specialty
Chemicals," the following:
"Specialty Chemicals Sale": the sale by Specialty Chemicals to the Buyer
of any or all of the shares of the Capital Stock of the Company owned by
Specialty Chemicals pursuant to the Stock Purchase Agreement.
"Specified Change of Control": a "Change of Control" as defined
in the Indenture, dated as of January 21, 1999, between the
Company and the Bank of New York, as Trustee (as such may be amended,
supplemented or otherwise modified from time to time)."
(j) by adding thereto, immediately after the definition of "Standby Letter of
Credit," the following:
"Stock Purchase Agreement" means the Stock Purchase Agreement among LXH,
L.L.C., LXH II, L.L.C., Ciba Specialty Chemicals Holding Inc., Ciba
Specialty Chemicals Inc. and Ciba Specialty Chemicals Corporation dated
as of October 11, 2000.
3.2. Amendment to Subsection 10.5(g): Subsection 10.5(g) is hereby amended:
(a) by deleting clause (x) thereto, and by substituting therefor the following:
"(x) no such reduction shall be required with respect to the
first $25,000,000 of Net Proceeds derived from any Net Proceeds Event
received by the Company and its Subsidiaries during any period of 365
consecutive days (other than any Net Proceeds Event on account of the
sale, transfer or other disposition of assets described in clause (y)
below); provided, further, that no such reduction shall be required
with respect to any Net Proceeds received from the issuance by the
Company of its common stock during the period between September 15,
2000 and June 30, 2001 (the "Equity Sale") which are applied as
follows: the first $25,000,000 of such Net Proceeds may be retained by
the Borrower for general corporate purposes, including Capital
Expenditures and, notwithstanding the provisions of subsection 14.14
herein, the prepayment, repurchase or retirement of Permitted
Subordinated Indebtedness; the next $40,000,000 of such Net Proceeds
shall be used, at the Borrower's election, to either (A)(1) prepay the
Subordinated Ciba Notes with a principal amount outstanding of
$25,000,000 and (2) to prepay the Tranche A Term Loans and the Tranche
B Term Loans ratably according to the respective aggregate then
outstanding principal amounts thereof with $15,000,000 of such Net
Proceeds or (B) to prepay the Tranche A Term Loans and the Tranche B
Term Loans ratably according to the respective aggregate then
outstanding principal amounts thereof; and any such Net Proceeds in
excess of $65,000,000 may be retained by the Borrower for general
corporate purposes, including Capital Expenditures and, notwithstanding
the provisions of subsection 14.14 herein, the prepayment, repurchase
or retirement of Permitted Subordinated Indebtedness."
(b) by deleting the clause "second" thereof in its entirety and substituting
therefor the following:
"to the Aggregate Revolving Credit Commitment and the
Aggregate European Loan Commitment, with such application to be ratably
between such Commitments;"
3.3. Amendments to Subsection 14.1(a). Subsection 14.1(a) is hereby amended by
deleting such section in its entirety and substituting therefor the following:
"(a) Minimum Interest Coverage Ratio. Permit the Interest
Coverage Ratio of the Company and its Subsidiaries on the last day of
any fiscal quarter of the Company occurring during a period set forth
below to be less than the ratio set forth opposite such period:"
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Period Ratio
----------------------------------------------------------------------------
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January 1, 2000 - March 31, 2000 1.80 to 1.0
April 1, 2000 - June 30, 2000 1.80 to 1.0
July 1, 2000 - September 30, 2000 1.80 to 1.0
October 1, 2000 - December 31, 2000 1.85 to 1.0
January 1, 2001 - December 31, 2001 2.25 to 1.0
January 1, 2002 - thereafter 2.50 to 1.0
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3.4. Amendments to Subsection 14.2(g). Subsection 14.2(g) is hereby amended by
deleting the reference to "$125,000,000" therein and substituting therefore a
reference to "$50,000,000."
3.5. Amendments to Subsection 14.5(b). Subsection 14.5(b) is hereby amended by
deleting such subsection in its entirety and substituting therefor the
following:
"(b) any Wholly-owned Subsidiary of the Company (other than,
prior to the Term Loan Repayment Date, AcquisitionCo or any of its
Subsidiaries) may sell, lease, transfer or otherwise dispose of any or
all of its assets (upon voluntary liquidation or otherwise) to the
Company or any other Wholly-owned Subsidiary of the Company; and"
3.6. Amendments to Subsection 14.6. Subsection 14.6 is hereby amended:
(a) by deleting paragraph (g) in its entirety and substituting therefor the
following:
"(g) sales, leases, transfers or other dispositions permitted by
subsection 14.5, 14.8 or 14.9; and
"(b) by deleting the last paragraph thereof and substituting therefor the
following:
"Any Collateral which is sold, transferred or otherwise
conveyed pursuant to this subsection 14.6 to a Person (other than the
Company and its Subsidiaries, unless the Company or such Subsidiary
sells, transfers or conveys the Capital Stock of a Foreign Subsidiary
(1) to another Foreign Subsidiary or (2) to a Domestic Subsidiary,
provided such Domestic Subsidiary complies with clauses (i) through
(iii) of subsection 13.9(b) of the Agreement) shall, upon the
consummation of such sale in accordance with the terms of this
Agreement and the other Credit Documents, be released from the Liens
granted pursuant to the Security Documents and each Lender hereby
authorizes and instructs each of the Administrative Agent and the
Documentation Agent to take such action as the Company reasonably may
request to evidence such release."
3.7. Amendments to Subsection 14.7. Subsection 14.7 is hereby amended by
adding to paragraph (a) thereof immediately after the reference to subsection
14.14 the following:
"; provided, that no Restricted Payments otherwise permitted
by clause (iii) of this paragraph (a) shall be made to the Investors or
their Affiliates; provided, further, that the immediately preceding
limitation shall not apply in the case of an open-market
non-discriminatory stock repurchase program conducted by the Company in
respect of the Capital Stock of the Company in compliance with the
Exchange Act and not otherwise prohibited by this Agreement."
3.8. Amendments to Subsection 14.8(c). Subsection 14.8(c) is hereby amended
by adding thereto after the reference to "Wholly-owned Subsidiaries" therein the
following:
"of the Company".
SECTION 4. MISCELLANEOUS
4.1. Conditions to Effectiveness of Amendment. This Fourth Amendment and Consent
shall become effective (as of the date first set forth above) on the date (the
"Effective Date") upon which (a) the Administrative Agent shall have received
counterparts hereof, duly executed and delivered by each Borrower, the
Documentation Agent, the Administrative Agent, each Subsidiary Guarantor, the
Majority Lenders, and the European Lenders holding the majority of the Aggregate
European Loan Commitment and (b) the Administrative Agent shall have received a
duly executed copy of the Stock Purchase Agreement (including the form of the
Buyer Governance Agreement attached as an exhibit thereto) and the Consent and
Termination Agreement dated as of October 11, 2000 by and between the Company
and Chemical Holdings.
4.2. Representations and Warranties. The Company, as of the date hereof after
giving effect to the amendments and consent contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it and each
Foreign Borrower in Subsection 11 of the Credit Agreement and otherwise in the
Credit Documents to which it is a party; provided that each reference to the
Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.
4.3. Limited Effect. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under any of
the Credit Documents, nor constitute a waiver or amendment of any provisions of
any of the Credit Documents. Except as expressly modified herein, all of the
provisions and covenants of the Credit Agreement and the other Credit Documents
are and shall continue to remain in full force and effect in accordance with the
terms thereof and are hereby in all respects ratified and confirmed.
4.4. Amendment Fee. The Company shall pay to the Administrative Agent, for the
account of each Lender executing this Amendment on or before October 26, 2000,
an amendment fee (the "Amendment Fee") equal to 10 b.p. of each such Lender's
applicable (i) Commitment, in the case of Revolving Credit Commitment, European
Loan Commitment or European Overdraft Commitment and (ii) outstanding Loans, in
the case of Tranche A Loans and Tranche B Loans. Such Amendment Fee shall be
calculated immediately prior to the effectiveness of this Amendment and shall be
payable on the Effective Date.
4.5. Counterparts. This Fourth Amendment and Consent may be executed by one or
more of the parties hereto in any number of separate counterparts (which may
include counterparts delivered by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Any executed counterpart delivered by facsimile transmission shall
be effective as for all purposes hereof.
4.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
<PAGE>
HEXCEL CORPORATION HEXCEL COMPOSITES S.A. (Belgium)
HEXCEL (U.K.) LIMITED HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES LIMITED HEXCEL COMPOSITES GMBH (Austria)
HEXCEL S.A. (France) HEXCEL COMPOSITES, S.A. (Spain)
HEXCEL FABRICS S.A.
HEXCEL COMPOSITES GMBH
(Germany)
By: /s/ Stephen C. Forsyth
Title: Attorney-in-Fact
<PAGE>
CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Lead Arranger
By: /s/ Julia P. Kingsbury
Title: Vice President
CITIBANK, N.A., as Documentation Agent and as a Lender
By: /s/ William Clark
Title: Managing Director
ARCHIMEDES FUNDING II, Ltd.
By: ING CAPITAL ADVISORS LLC, as Collateral Manager
By: /s/ Greg Masuda
Title: CFA, Vice President
CREDIT SUISSE FIRST BOSTON, as a Lender
By: /s/ Karl Studer
Title: Director
By: /s/ Roland Isler
Title: Associate
AERIES FINANCE II LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Managing Agent
By: /s/ Anthony R. Clemente
Title: Authorized Signatory
AMARA 2 FINANCE, LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Adviser
By: /s/ Anthony R. Clemente
Title: Authorized Signatory
BANK ONE, NA
By: /s/ Paul Karlen
Title: First Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Debra Wright
Title: Vice President
By: /s/ Sandra F. Bertram
Title: Assistant Vice President
BANQUE WORMS CAPITAL CORPORATION
By: /s/ Michel Fleming
Title: VP & General Counsel
BATTERSON PARK CBO 1
By: GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., as Collateral Manager
By: /s/ Kevin Burke
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
By: /s/ Lawrence Palumbo, Jr.
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Rene Leblanc
Title:Vice President
By: /s/ Michael Fought
Title:Vice President
CAPTIVA II FINANCE LTD.
By: /s/ Mark Gold
Title:Director
CERES FINANCE LTD.
By: INVESCO SENIOR SECURED MANAGEMENT INC., as Sub-Managing Agent
By: /s/ Anthony R.Clemente
Title: Authorized Signatory
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By: /s/ Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member
By: /s/ Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By: /s/ Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member
By: /s/ Jonathan D. Sharkey
Title: Principal
DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Virginia Malher-Cosenza
Title: Vice President
By: /s/ Andreas Neureuler
Title: Vice President
EATON VANCE CDO III LTD.
By: EATON VANCE MANAGEMENT, as Investment Advisor
By: /s/ Payson F. Swaffield
Title: Vice President
EATON VANCE INST. SENIOR LOAN FUND
By: EATON VANCE MANAGEMENT, as Investment Advisor
By: /s/ Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT, as Investment Advisor
By: /s/ Payson F. Swaffield
Title: Vice President
ERSTE BANK
By: /s/ Robert J. Wagman
Title: Assistant Vice President
By: /s/ John S. Runnion
Title: First Vice President
FIRST UNION NATIONAL BANK
By: /s/ David J.C. Silander
Title: Vice President
GALAXY CLO 1999-1, LTD.
By: /s/ J. Bothamley
Title: Authorized Agent
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Janet K. Williams
Title: Duly Authorized Signatory
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH
By: /s/ J. Kenneth Biegen
Title: Senior Vice President
KATONAH I LTD.
By: /s/ Marc S. Diagonale
Title: Treasurer
KEYBANK NATIONAL ASSOCIATION
By: /s/ Daniel Lally
Title: Assistant Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ Susan Lee
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Susan Lee
Title: Authorized Agent
KZH ING-3 LLC
By: /s/ Susan Lee
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ Susan Lee
Title: Authorized Agent
KZH SOLEIL 2 LLC
By: /s/ Susan Lee
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Susan Lee
Title: Authorized Agent
MERITA BANK Plc
By: /s/ Michael J. Maher
Title: Senior Vice President
By: /s/ Garry Weiss
Title: Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jennifer Pariente
-
Title: Director
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Robert Bottamedi
Title: Vice President
NORTH AMERICAN SENIOR FLOATING RATE FUND
BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By: /s/ Jonathan D. Sharkey
Title: Principal
OXFORD STRATEGIC INCOME FUND
By: EATON VANCE MANAGEMENT, as Investment Advisor
By: /s/ Scott H.Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor
By: /s/ Scott H. Page
Title: Vice President
STRATA FUNDING, LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Managing Agent
By: /s/ Anthony R. Clemente
Title: Authorized Signatory
UNION BANK OF CALIFORNIA, N.A.
By: /s/ David W. Kinkela
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
BY: VAN KAMPAN INVESTMENT ADVISORY CORP.
By: /s/ Darvin D. Pierce
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Jim Barwis
Title: Vice President
<PAGE>
The undersigned Subsidiary Guarantors do hereby consent and
agree to the execution and delivery of this Amendment:
HEXCEL INTERNATIONAL
HEXCEL OMEGA CORPORATION
HEXCEL BETA CORP.
CLARK-SCHWEBEL HOLDING CORP.
CLARK-SCHWEBEL CORPORATION
CS TECH-FAB HOLDING, INC.
By: /s/ Stephen C. Forsyth
Title: Attorney-in-Fact
