EXHIBIT 10.4(b)
CONSENT NUMBER 2 AND SECOND AMENDMENT
CONSENT NUMBER 2 AND SECOND AMENDMENT, dated as of November 12, 1996 (this
"AMENDMENT"), to the Credit Agreement, dated as of June 27, 1996 (the "CREDIT
AGREEMENT"), among Hexcel Corporation (the "COMPANY"), the Foreign Borrowers
from time to time parties thereto (together with the Company, the "BORROWERS"),
the banks and other financial institutions from time to time parties thereto
(the "LENDERS"), the Collateral Agent named therein and Credit Suisse, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"; together
with the Collateral Agent, the "AGENTS").
W I T N E S S E T H :
WHEREAS, the Borrowers are parties to the Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement, as more fully described herein;
WHEREAS, the Lenders and the Agents are willing to amend such provisions of
the Credit Agreement only upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Borrowers, the Lenders and the Agents hereby agree as
follows:
1. DEFINITIONS. All terms defined in the Credit Agreement shall have such
defined meanings when used herein unless otherwise defined herein.
2. AMENDMENT OF SECTION 1.1. Section 1.1 of the Credit Agreement is
amended by:
(a) deleting in its entirety the definition of the term "Dollar
Equivalent" contained therein and by substituting therefor the following:
"DOLLAR EQUIVALENT" means, with respect to any Optional Currency at
the time of determination thereof, the equivalent of such currency in
Dollars determined at the rate of exchange quoted by the Administrative
Agent in New York, New York at 12:00 noon (New York time) on the last
Business Day of the most recently completed calendar quarter (or, if the
Administrative Agent so elects or any Lender so requests, on the date of
determination), to prime banks in New York City for the spot purchase in
the New York foreign exchange market of such amount of Dollars with such
Optional Currency.
(b) deleting in its entirety clause (d) of the definition of the term
"Local Lender" and by substituting therefor the following:
(d) Hexcel S.A. (Spain) (formerly known as Hercules Aerospace Espana,
S.A.), Credit Suisse (Luxembourg) S.A.,
(c) inserting therein in proper alphabetical order the following new
definition:
"OMEGA LEASE" means the Standard Industrial/Commercial Single Tenant
Lease, dated as of March 1, 1996, between the Company, as lessor, and
Hexcel International, as lessee.
3. AMENDMENT OF SECTION 7.6(B). Section 7.6(b) of the Credit Agreement
hereby is amended by deleting said Section 7.6(b) it its entirety and
substituting therefor the following:
(b) For the purposes of this Agreement, the Dollar Equivalent of a
Multicurrency Loan or any Letter of Credit Obligations in an Optional
Currency shall be determined by the Administrative Agent upon receipt from
any Borrower of the Notice of Borrowing requesting a Loan or any application
for a Letter of Credit, and such Dollar Equivalent shall be recalculated on
each date that it shall be necessary to determine the unused portion of each
Lender's Revolving Credit Commitment or any or all of the Revolving Credit
Obligations outstanding on such date (it being understood that such
calculation or recalculation may, under the circumstances described in the
definition of the term "Dollar Equivalent" in Section 1.1, be made based
upon an exchange rate in effect on the last Business Day of the most
recently ended calendar quarter).
4. AMENDMENT OF SECTION 13.2. Section 13.2 of the Credit Agreement hereby
is amended by:
(a) deleting in its entirety clause (e) thereof and by substituting
therefor the following:
(e) leases of owned Real Property and subleases of leased Real
Property, to the extent such leases and subleases have anticipated annual
rentals of less than $1,000,000 each; PROVIDED, HOWEVER, leases and
subleases of Real Property among the Company and its subsidiaries or
among such subsidiaries shall be permitted without regard to anticipated
annual rentals;
(b) deleting in its entirety clause (g) thereof and by substituting
therefor the following:
(g) the Company and its subsidiaries may sell all or any part of the
Property referred to on Schedule 7.5; provided, that (A) the
Administrative Agent shall have received the documentation evidencing
such sales, (B) such sales shall not be made for less than the Fair
Market Value of such Property and (other than in respect of the Property
referred to in item 6 of SCHEDULE 7.5) for consideration other than at
least 85% cash and (C) the Net Cash Proceeds arising from such sales
shall not be substantially less than the amount specified with respect to
such Property listed on SCHEDULE 7.5;
5. AMENDMENTS OF SECTION 13.10(B). Section 13.10(b) is amended by deleting
the word "None" at the beginning thereof and by inserting in lieu thereof the
phrase "Other than pursuant to the Omega Lease, none".
6. AMENDMENT OF SCHEDULES. The Schedules to the Credit Agreement hereby
are amended by:
(a) inserting in Schedule 13.1 to the Credit Agreement the following
additional inter-company loan:
HEXCEL OMEGA CORPORATION (CA)
1. Promissory Note by Hexcel International (CA) in favor of Hexcel
Corporation in the aggregate principal amount of $20,008,972.00. The
obligation to repay this Promissory Note was assumed by Hexcel Omega
Corporation.
(b) inserting in Schedule 13.4-A of the Credit Agreement the following:
1. The transfer, sale or other disposition of the business conducted
and/or the assets located at the Anaheim manufacturing plant between
Hexcel Corporation and its subsidiaries or between Hexcel Corporation's
subsidiaries.
2. Hexcel International may make capital contributions to Hexcel
International in an amount not to exceed $1,000,000.
3. Hexcel International may make capital contributions to Hexcel
Omega Corporation in an amount not to exceed $1,000,000.
7. CONSENT TO DESIGNATION OF ADDITIONAL BORROWER. Each Lender hereby
consents that Hexcel Composites GmbH, a German corporation which is a wholly
owned Subsidiary of Hexcel (U.K.) Limited, shall be designated as an "Additional
Borrower" for all purposes under the Credit Agreement and the other Loan
Documents; PROVIDED that nothing contained in this Section 3 shall be deemed to
constitute a waiver of any of the provisions of Section 9.3 of the Credit
Agreement.
8. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
and as of the date that the Administrative Agent shall have received
counterparts of this Amendment, duly executed by each Borrower, the European
Overdraft Bank, Credit Suisse (Luxembourg) S.A. (as a Local Lender) and the
Requisite Lenders.
9. REPRESENTATIONS AND WARRANTIES. The Company, as of the date hereof and
after giving effect to the amendments contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it and each
Foreign Borrower in Section 10 of the Credit Agreement and otherwise in the Loan
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 (including,
without limitation, the designation of Hexcel Composites GmbH as an Additional
Borrower pursuant to Section 3 hereof).
10. 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 Agent under any of the Loan
Documents, nor constitute a waiver or amendment of any provisions of any of the
Loan Documents. Except as expressly modified herein, all of the provisions and
covenants of the Credit Agreement and the other Loan 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.
11. COUNTERPARTS. This Amendment 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.
12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
HEXCEL CORPORATION
HEXCEL S.A. [Belgium]
HEXCEL S.A. [Lyon]
BROCHIER S.A.
SALVER S.R.L.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Title: Senior Vice President Finance &
Administration and Chief Financial
Officer
HEXCEL (U.K.) LIMITED
HEXCEL COMPOSITES LIMITED
HEXCEL COMPOSITES GMBH
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Title: Senior Vice President Finance &
Administration and Chief Financial
Officer
HEXCEL S.A. [SPAIN] (formerly known as Hercules
Aerospace Espana S.A.)
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Title: Senior Vice President Finance &
Administration and Chief Financial
Officer
CREDIT SUISSE, as the Administrative Agent
By: /s/ XXX XXXXXXXX
------------------------------------------
Title: Associate
By: /s/ XXXX XXXXXXX
------------------------------------------
Title: Associate
CITIBANK, N.A. as Collateral Agent and as a
Lender (including, without limitation, as
European Overdraft Bank)
By: /s/ XXXX X. XXXXXXX
------------------------------------------
Title: Vice President
CREDIT SUISSE, as a Lender
By: /s/ XXXX XXXXXX
------------------------------------------
Title: Member of Senior Management
By: /s/ XXXXXXX X. XXXX
------------------------------------------
Title: Associate
THE BANK OF NEW YORK
By: /s/ XXXXXXXXX X. XXXX
------------------------------------------
Title: Vice President
BANQUE NATIONALE DE PARIS, SAN XXXXXXXXX XXXXXX
By: /s/ XXXXXXXXX XXXXX
------------------------------------------
Title: Vice President
By: /s/ XXXXXXX XXX
------------------------------------------
Title: Assistant Vice President
THE CHASE MANHATTAN BANK (as successor by merger
to The Chase Manhattan Bank, N.A.)
By: /s/ XXXXX X. XXXX
------------------------------------------
Title: Vice President
CREDIT LYONNAIS
By: /s/ XXXXXX XXXX
------------------------------------------
Title: Authorized Signature
ISTITUTO BANCARIO SAN PAOLO DI TORINO, S.P.A.
By: /s/ XXXXXX XXXXXXX
------------------------------------------
Title: First Vice President
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------------
Title: First Vice President
SOCIETE GENERALE
By: /s/ XXXXXX X. XXXXXX
------------------------------------------
Title: Vice President
SWISS BANK CORPORATION, New York and Cayman
Island Branches
By: /s/ XXXXX XXXXX
------------------------------------------
Title: Associate Director
By: /s/ XXXXX X. XXXXXXX
------------------------------------------
Title: Executive Director
UNION BANK OF SWITZERLAND
By: /s/ X. X. XXXXXXXX
------------------------------------------
Title: Vice President
By: /s/ XXXX X. XXXXXXXX
------------------------------------------
Title: Assistant Treasurer
The undersigned hereby consents to its designation as the Local Lender with
respect to Local European Loans to be borrowed by Hexcel, S.A. (formerly known
as Hercules Aerospace Espana, S.A.) and agrees to be bound by all terms of the
Credit Agreement (after giving effect to this Amendment) applicable to it in
such capacity.
CREDIT SUISSE (LUXEMBOURG) S.A., as a Local
Lender
By: /s/ XXXXX XXX XXXX
------------------------------------------
Title: Member of Senior Management
By: /s/ XXXXXXX DENOTTE
------------------------------------------
Title: Associate
