EXHIBIT 99.2
WAIVER
WAIVER, dated as of December 31, 2001 (this "WAIVER"), 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:
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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 may be in default of certain financial covenants
contained in the Credit Agreement;
WHEREAS, the Borrowers have requested that, during the period
commencing on December 31, 2001 and ending on January 31, 2002, the Lenders
waive certain provisions of the Credit Agreement and each Lender signatory
hereto, solely in its individual capacity as a Lender (and not as the
Administrative Agent or the Documentation Agent) under the Credit Agreement has
agreed to waive such provisions on the terms and subject to the conditions
herein provided;
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. WAIVER; INCREASE IN APPLICABLE MARGIN
2.1. WAIVER. As of the Effective Date and solely for the period through
January 31, 2002 (the "Waiver Period"), the Majority Lenders signatory hereto
waive any Default or Event of Default under Section 15(c) of the Credit
Agreement resulting from the Borrower's failure to comply with any one or more
of the covenants set forth in Section 14.1 of the Credit Agreement for the
periods ending on December 31, 2001 and as of December 31, 2001, as the case may
be.
2.2. INCREASE IN APPLICABLE MARGIN. During the Waiver Period, the
Applicable Margin shall be increased by 1.0% (one percent) over that which would
otherwise be in effect from time to time under the Credit Agreement.
SECTION 3. MISCELLANEOUS
3.1. CONDITIONS TO EFFECTIVENESS OF WAIVER. This Waiver shall become
effective on the date (the "EFFECTIVE DATE") upon which the Administrative Agent
shall have received counterparts hereof, duly executed and delivered by each
Borrower, the Administrative Agent, each Subsidiary Guarantor and the Majority
Lenders.
3.2. REPRESENTATIONS AND WARRANTIES. The Company, as of the date hereof
after giving effect to the waiver 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 Waiver.
3.3. LIMITED EFFECT. The execution, delivery and effectiveness of this
Waiver 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 other
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.
3.4. COUNTERPARTS. This Waiver 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.
3.5. GOVERNING LAW. THIS WAIVER 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
HEXCEL COMPOSITES S.A. (Belgium)
HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL COMPOSITES, S.A. (Spain)
HEXCEL CORPORATION
HEXCEL (U.K.) LIMITED
HEXCEL HOLDINGS (U.K.) LIMITED
HEXCEL COMPOSITES LIMITED
HEXCEL S.A. (France)
HEXCEL FABRICS S.A.
HEXCEL COMPOSITES GMBH (Germany)
By:_________________________
Title:
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CREDIT SUISSE FIRST BOSTON, as
Administrative Agent and Lead Arranger
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
By:
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Name: Xxxx Xxxxxx
Title: Director
CITIBANK, N.A., as Documentation Agent
and as a Lender
By:
-------------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a
Lender
By:
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
By:
-------------------------------------------------
Name: Xxxx Xxxxxx
Title: Director
[Other Bank Signature Blocks]
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The undersigned Subsidiary Guarantors do hereby consent and agree to
the execution and delivery of this Waiver:
HEXCEL INTERNATIONAL
HEXCEL OMEGA CORPORATION
HEXCEL BETA CORP.
XXXXX-XXXXXXXX HOLDING CORP.
XXXXX-XXXXXXXX CORPORATION
CS TECH-FAB HOLDING, INC.
By:
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Title:
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