Exhibit 10.1(j)
THIRD AMENDMENT
THIRD AMENDMENT, dated as of March 7, 2000 (this "Amendment"),
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; and
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.
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 I. 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.
1.2 Amendment to subsection 1.1. Subsection 1.1 of the
Credit Agreement is hereby amended:
(a) by deleting therefrom the existing definition of "Leverage
Ratio" and by substituting therefor the following:
"Leverage Ratio": for any period of four consecutive fiscal
quarters, the ratio of (a)(i) Indebtedness of the Company and its
Subsidiaries on a consolidated basis as of the last day of such period
minus (ii) the lesser of (x) the aggregate amount of cash and Cash
Equivalents held by the Company and its Subsidiaries as of such last
day and (y) $10,000,000 to (b) EBITDA of the Company and its
Subsidiaries for such period.
(b) by deleting therefrom the existing definition of "Senior
Debt Leverage Ratio" and by substituting therefor the following:
"Senior Debt Leverage Ratio": for any period of four
consecutive fiscal quarters, the ratio of (a)(i) Senior Debt of the
Company and its Subsidiaries on a consolidated basis as of the last day
of such period minus (ii) the lesser of (x) the aggregate amount of
cash and Cash Equivalents held by the Company and its Subsidiaries as
of such last day and (y) $10,000,000 to (b) EBITDA of the Company and
its Subsidiaries for such period.
(c) by deleting therefrom in its entirety the table of
Leverage Ratios and Applicable Margins contained in the definition of the term
"Applicable Margin" contained therein and by substituting therefor the
following:
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Applicable Margin
Tranche A Loans
Revolving Credit Loans
Swing Line Loans
European Revolving Loans Tranche B Loans
Euro-currency
Leverage Ratio Eurocurrency Loans ABR Loans
Loans ABR Loans
---------------------------------------- --------------------------------- ---------------------------
Greater than or equal to 5.0 to 1.0 250 b.p. 150 b.p. 300 b.p. 200 b.p.
Greater than or equal to 4.5 to 1.0, 225 b.p. 125 b.p. 275 b.p. 175 b.p.
but less than 5.0 to 1.0
Greater than or equal to 4.0 to 1.0, 200 b.p. 100 b.p. 250 b.p. 150 b.p.
but less than 4.5 to 1.0
Greater than or equal to 3.5 to 1.0, 175 b.p. 75 b.p. 250 b.p. 150 b.p.
but less than 4.0 to 1.0
Greater than or equal to 3.0 to 1.0, 125 b.p. 25 b.p. 200 b.p. 100 b.p.
but less than 3.5 to 1.0
Greater than or equal to 2.5 to 1.0, 87.5 b.p. 0 b.p. 175 b.p. 75 b.p.
but less than 3.0 to 1.0
Less than 2.5 to 1.0 75 b.p. 0 b.p. 175 b.p. 75 b.p.
------------------------------------------------------------------------------------------------------------
(d) 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 (other than,
subsequent to the date of the Sale (as defined in the Third Amendment
to this Agreement) but prior to December 31, 2001, Capital Expenditures
in an amount not to exceed the Excess Net Proceeds (as defined in the
Third Amendment to this Agreement)), 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.
SECTION II. CONSENT
2.1 Consent. Anything in subsection 14.6 of the Credit
Agreement to the contrary notwithstanding, the Lenders hereby consent to the
sale on or before September 30, 2000 by the Company of its Engineered Products
Division (the "Division") for consideration which shall include a cash portion
in an amount not less than $150 million of Net Proceeds (the "Sale"); provided
that, anything in subsection 10.5 of the Credit Agreement to the contrary
notwithstanding, (i) on the date of the completion of the Sale, the Borrower
applies the first $150 million of the cash Net Proceeds thereof to prepay the
Tranche A Loans and the Tranche B Loans ratably according to the respective
aggregate then outstanding principal amounts thereof, (ii) with respect to any
amount of such Net Proceeds that is in excess of $150 million (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) 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
(iii) for purposes of calculating compliance with the financial covenants
contained in subsection 14.1, for any period in which the Sale is 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.
2.2 Release. 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 the Division sold in connection with the Sale
shall, effective simultaneously with the closing of the Sale in accordance with
Section 2.1 of this Amendment, be released from the Liens granted pursuant to
the Credit Documents. 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 action as the Company may
reasonably request to evidence such release.
2.3 Consent. Anything in subsection 14.6 of the Credit
Agreement to the contrary notwithstanding, the Lenders hereby consent to the
sale, transfer or other disposition of all or substantially all of the Capital
Stock or assets of CS Interglas AG for fair market value; provided that the Net
Proceeds from such sale, transfer or other disposition are applied in accordance
with the provisions of subsection 10.5(g) of the Credit Agreement.
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SECTION III. INITIAL AMENDMENTS
3.1 Financial Covenant Amendments. The Lenders and the
Borrowers hereby agree that on the Effective Date (as defined below) subsection
14.1 of the Credit Agreement shall be amended to read as follows:
"14.1 Financial Condition Covenants .
(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:
----------------------------------------------------------------------------
Period Ratio
---------------------------------------------------- -------------------
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 - thereafter 2.50 to 1.0
----------------------------------------------------------------------------
(b) Maximum Leverage Ratio. Permit the Leverage 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 greater
than the ratio set forth opposite such period:
----------------------------------------------------------------------------
Period Ratio
---------------------------------------------------- --------------------
January 1, 2000 - March 31, 2000 6.15 to 1.0
April 1, 2000 - June 30, 2000 6.15 to 1.0
July 1, 2000 - September 30, 2000 6.15 to 1.0
October 1, 2000 - December 31, 2000 5.75 to 1.0
January 1, 2001 - March 31, 2001 5.00 to 1.0
April 1, 2001 - June 30, 2001 4.75 to 1.0
July 1, 2001 - thereafter 4.50 to 1.0
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(c) Minimum Fixed Charge Coverage Ratio. Permit the Fixed
Charge 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:
----------------------------------------------------------------------------
Period Ratio
----------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 1.00 to 1.0
April 1, 2000 - June 30, 2000 1.00 to 1.0
July 1, 2000 - September 30, 2000 1.00 to 1.0
October 1, 2000 - December 31, 2000 1.00 to 1.0
January 1, 2001 - thereafter 1.20 to 1.0
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(d) Maximum Senior Debt Leverage Ratio. Permit the Senior Debt
Leverage 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 greater than the ratio set forth opposite such period:
----------------------------------------------------------------------------
Period Ratio
---------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 3.10 to 1.0
April 1, 2000 - June 30, 2000 3.10 to 1.0
July 1, 2000 - September 30, 2000 3.00 to 1.0
October 1, 2000 - December 31, 2000 2.75 to 1.0
January 1, 2001 - June 30, 2001 2.50 to 1.0
July 1, 2001 - thereafter 2.25 to 1.0
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3.2 Amendment to Section 13: Section 13 of the Credit
Agreement is hereby amended by inserting the following new subsection 13.10:
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13.10 Real Property Mortgage. If by September 30, 2000 the
Company shall not have completed the sale of its Engineered Products
Division for cash in an amount not less than $150 million and satisfied
the other requirements of Section 2.1 of the Third Amendment to the
Credit Agreement, as soon as practicable after September 30, 2000, (a)
execute and deliver a first priority mortgage (other than with respect
to Liens permitted by subsection 14.3 of this Agreement) to secure the
Obligations in form and substance satisfactory to the Documentation
Agent in favor of the Documentation Agent, for the benefit of the
Lenders, covering each parcel of real property then owned in fee by the
Company or its Subsidiary Guarantors, which are Domestic Subsidiaries,
having a fair market value in excess of $1,000,000, (b) provide the
Lenders with title reports covering such interest in real property, in
form and substance reasonably satisfactory to the Documentation Agent,
(c) use reasonable best efforts to obtain any consents or estoppels
reasonably deemed necessary or advisable by the Documentation Agent in
connection with such mortgage or deed of trust, in form and substance
reasonably satisfactory to the Documentation Agent and (d) if requested
by the Documentation Agent, deliver to the Documentation Agent legal
opinions relating to the matters described above, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to
the Documentation Agent. The real property mortgages referred to in
this subsection 13.10 shall secure the Obligations; provided that, if a
tax shall be imposed on the recording of a mortgage referred to in this
subsection, any such mortgage shall be limited to an amount equal to
100% of the fair market value of the applicable property."
3.3 Commitment Reductions. The Lenders and the Borrowers
hereby agree that on the Effective Date (i) the Aggregate European Loan
Commitment in effect on the Effective Date shall be reduced, in accordance with
subsection 10.11(a) of the Credit Agreement, by $15,000,000, (ii) the Aggregate
Revolving Credit Commitment in effect on the Effective Date shall be reduced, in
accordance with subsection 10.11(a) of the Credit Agreement, by $110,000,000 and
(iii) the Borrowers will comply with the requirements of subsection 10.5 of the
Credit Agreement in connection therewith.
SECTION IV. CONDITIONAL AMENDMENTS
The Lenders and the Borrowers hereby agree that, if the sale
of the Division as specified in Section 2.1 of this Amendment shall have
occurred after the date hereof but on or before September 30, 2000, subsection
14.1 of the Credit Agreement shall be further amended, effective simultaneously
with the closing of the sale of the Division, to read as follows:
"14.1 Financial Condition Covenants .
(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:
----------------------------------------------------------------------------
Period Ratio
---------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 1.85 to 1.0
April 1, 2000 - June 30, 2000 1.85 to 1.0
July 1, 2000 - September 30, 2000 1.85 to 1.0
October 1, 2000 - December 31, 2000 1.85 to 1.0
January 1, 2001 - March 31, 2001 2.00 to 1.0
April 1, 2001 - June 30, 2001 2.00 to 1.0
July 1, 2001 - September 30, 2001 2.25 to 1.0
October 1, 2001 - December 31, 2001 2.25 to 1.0
January 1, 2002 - thereafter 2.50 to 1.0
----------------------------------------------------------------------------
(b) Maximum Leverage Ratio. Permit the Leverage 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 greater
than the ratio set forth opposite such period:
----------------------------------------------------------------------------
Period Ratio
----------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 6.15 to 1.0
April 1, 2000 - June 30, 2000 6.15 to 1.0
July 1, 2000 - September 30, 2000 6.00 to 1.0
October 1, 2000 - December 31, 2000 5.75 to 1.0
January 1, 2001 - March 31, 2001 5.50 to 1.0
April 1, 2001 - June 30, 2001 5.25 to 1.0
July 1, 2001 - September 30, 2001 5.00 to 1.0
October 1, 2001 - December 31, 2001 4.75 to 1.0
January 1, 2002 - thereafter 4.50 to 1.0
----------------------------------------------------------------------------
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(c) Minimum Fixed Charge Coverage Ratio. Permit the Fixed
Charge 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:
----------------------------------------------------------------------------
Period Ratio
----------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 1.00 to 1.0
April 1, 2000 - June 30, 2000 1.00 to 1.0
July 1, 2000 - September 30, 2000 1.00 to 1.0
October 1, 2000 - December 31, 2000 1.00 to 1.0
January 1, 2001 - March 31, 2001 1.15 to 1.0
April 1, 2001 - June 30, 2001 1.15 to 1.0
July 1, 2001 - September 30, 2001 1.15 to 1.0
October 1, 2001 - December 31, 2001 1.15 to 1.0
January 1, 2002 - thereafter 1.20 to 1.0
----------------------------------------------------------------------------
(d) Maximum Senior Debt Leverage Ratio. Permit the Senior Debt
Leverage 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 greater than the ratio set forth opposite such period:
---------------------------------------------------------------------------
Period Ratio
---------------------------------------------------- -------------------
January 1, 2000 - March 31, 2000 2.75 to 1.0
April 1, 2000 - June 30, 2000 2.75 to 1.0
July 1, 2000 - September 30, 2000 2.75 to 1.0
October 1, 2000 - December 31, 2000 2.50 to 1.0
January 1, 2001 - March 31, 2001 2.25 to 1.0
April 1, 2001 - June 30, 2001 2.25 to 1.0
July 1, 2001 - September 30, 2001 2.25 to 1.0
October 1, 2001 - December 31, 2001 2.25 to 1.0
January 1, 2002 - thereafter 2.00 to 1.0
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SECTION V. MISCELLANEOUS
5.1 Conditions to Effectiveness of Amendment. This Amendment
shall become effective (as of the date first set forth) above on the date (the
"Effective Date") upon:
(a) the Administrative Agent having received counterparts hereof,
duly executed and delivered by each Borrower, the Documentation Agent,
the Administrative Agent, each Subsidiary Guarantor and the Majority
Lenders;
(b) the Company having paid to the Administrative Agent the
Amendment Fee specified in subsection 5.2 of this Amendment;
(c) the Documentation Agent having received counterparts of the
Amended and Restated Collateral Agreement, duly executed and delivered
by the Company and each Subsidiary Guarantor, in a form reasonably
satisfactory to the Administrative Agent and the Company;
(d) the Documentation Agent having received the results of a
recent lien search in each of the jurisdictions where Collateral of
the Company or its Subsidiary Guarantors, which are Domestic
Subsidiaries, is located, and such search having revealed no liens on
any of the Collateral of the Company or such Subsidiary Guarantors
except for liens permitted by subsection 14.3 of the Credit Agreement
or discharged on or prior to the Effective Date pursuant to
documentation satisfactory to the Documentation Agent; and
(e) each document (including any Uniform Commercial Code
financing statement) required by the Security Documents or under law
or reasonably requested by the Documentation Agent to be filed,
registered or recorded in order to create in favor of the
Documentation Agent, for the benefit of the Lenders, a perfected Lien
on the Collateral described therein, prior and superior in right to
any other Person (other than with respect to Liens expressly permitted
by subsection 14.3 of the Credit Agreement) shall be in proper form
for filing, registration or recordation.
5.2 Amendment Fee. The Company shall pay to the Administrative
Agent, for the account of each Lender executing this Amendment on or before
March 7, 2000, an amendment fee (the "Amendment Fee") equal to 12.5 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.
84
5.3 Representations and Warranties. The Company, as of the
date hereof and 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 Section 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.
5.4 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.
5.5 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.
5.6 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.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
85
HEXCEL CORPORATION
HEXCEL (U.K.) LIMITED
HEXCEL COMPOSITES LIMITED
HEXCEL S.A. (France)
HEXCEL FABRICS S.A.
HEXCEL COMPOSITES S.A. (Belgium)
HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL COMPOSITES S.A. (Spain)
HEXCEL COMPOSITES GMBH (Germany)
By:
Title:
CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Arranger
By:
Title:
By:
Title:
CITIBANK, N.A., as Documentation Agent and as a Lender
By:
Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
Title:
By:
Title:
AERIES FINANCE II LTD.
By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent
By:
Title:
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Managment, Inc., as Sub-Adviser
By:
Title:
ARCHIMEDES FUNDING II, Ltd.
By: ING CAPITAL ADVISORS LLC, as Collateral Manager
By:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION, as attorney-in-fact
By:
Title:
By:
Title:
THE BANK OF NEW YORK
By:
Title:
BANK ONE, NA
86
By:
Title:
BANQUE NATIONALE DE PARIS
By:
Title:
By:
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
Title:
By:
Title:
XXXXXXXXX XXXX XXX 0
By: GENERAL RE - NEW ENGLAND ASSET MANAGEMENT, INC., as Collateral Manager
By:
Title:
CAPTIVA FINANCE LTD.
By:
Title:
CAPTIVA II FINANCE LTD
By:
Title:
CERES FINANCE LTD.
By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent
By:
Title
THE CHASE MANHATTAN BANK
By:
Title:
XXXXX XXXX BANK CO., NEW YORK AGENCY
By:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
Title:
By:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member
87
By:
Title:
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member
By:
Title:
DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH
By:
Title:
By:
Title:
ERSTE BANK
By:
Title:
By:
Title:
FIRST UNION NATIONAL BANK
By:
Title:
GALAXY CLO 1999-1, LTD.
By:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH
By:
Title:
KEYBANK NATIONAL ASSOCIATION
By:
Title:
KZH CYPRESSTREE-1 LLC
88
By:
Title:
KZH ING-2 LLC
By:
Title:
KZH ING-3 LLC
By:
Title:
KZH SHOSHONE LLC
By:
Title:
KZH WATERSIDE LLC
By:
Title:
XXXXXX BANK Plc
By:
Title:
By:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager
By:
Title:
OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT, as Investment Advisor
By:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor
By:
Title:
SOCIETE GENERALE
By:
Title:
STRATA FUNDING, LTD.
By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent
89
By:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND
By: VAN KAMPAN INVESTMENT ADVISORY CORP.
By:
Title:
WACHOVIA BANK, N.A.
By:
Title
90
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.
XXXXX-XXXXXXXX HOLDING CORP.
XXXXX-XXXXXXXX CORPORATION
CS TECH-FAB HOLDING, INC.
By:
Title:
91
