Exhibit 10.1(g)
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 31, 1998 (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 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. AMENDMENTS
I.1. DEFINED TERMS. Unless otherwise defined herein,
capitalized terms which are defined in the Credit Agreement are used herein as
defined therein.
I.2. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended, effective simultaneously with the issuance of
Subordinated Indebtedness contemplated under subsection 2.1 hereof, by inserting
in proper alphabetical order the following new definitions:
"SENIOR DEBT": all Indebtedness other than Subordinated
Indebtedness.
"SENIOR DEBT LEVERAGE RATIO": for any period of four
consecutive fiscal quarters, the ratio of Senior Debt of the Company
and its Subsidiaries on a consolidated basis as of the last day of such
period to EBITDA of the Company and its Subsidiaries for such period.
"SUBORDINATED INDEBTEDNESS": Indebtedness of the Company and
its Subsidiaries permitted pursuant to subsections 14.2(f) and (k).
I.3. AMENDMENT TO SUBSECTION 14.1. Subsection 14.1 of the
Credit Agreement is hereby amended, effective simultaneously with the issuance
of Subordinated Indebtedness contemplated under subsection 2.1 hereof, by:
(a) deleting subsection 14.1(b) in its entirety and inserting
in lieu thereof the following new subsection 14.1(b):
"(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:
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Period Ratio
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Closing Date - June 30, 2000 4.75 to 1.0
July 1, 2000 - thereafter 4.50 to 1.0"
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(b) inserting a new subsection 14.1(d) as follows:
"(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:
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Period Ratio
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Closing Date - June 30, 2000 2.50 to 1.0
July 1, 2000 - thereafter 2.25 to 1.0"
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I.4. AMENDMENT TO SUBSECTION 14.5. Subsection 14.5 of the
Credit Agreement is hereby amended by (a) deleting "and" at the end of
subsection 14.5(b); (b) deleting the period (".") at the end of subsection
14.5(c) and inserting in lieu thereof "; and"; and (c) inserting the following
new subsection 14.5(d):
"(d) any Wholly-owned Subsidiary of (i) the Company or (ii)
any other Wholly-owned Subsidiary of the Company, which has no material
assets or liabilities, may be liquidated, wound up or dissolved."
I.5. AMENDMENT TO SUBSECTION 14.14. Subsection 14.14(b) of the
Credit Agreement is hereby amended, effective simultaneously with the issuance
of Subordinated Indebtedness contemplated under subsection 2.1 hereof, by
deleting therefrom "the Subordinated Debentures, the Subordinated Debenture
Indenture, the Subordinated Convertible Notes, the
Subordinated Convertible Notes Indenture", and inserting in lieu thereof "any
Subordinated Indebtedness".
I.6. AMENDMENT TO SUBSECTION 17.2. Subsection 17.2(a)(i) of
the Credit Agreement is hereby amended by inserting, on the second line thereof,
immediately after "consummation of" and immediately before "any Net Proceeds"
the following: "(x) any liquidation, winding up or dissolution permitted by
subsection 14.5(d), upon delivery to the Administrative Agent of a certificate
of a Responsible Officer of the Company certifying that such Subsidiary has been
liquidated, wound up, or dissolved, or (y)".
SECTION II. CONSENT TO TERMS OF SUBORDINATED INDEBTEDNESS
II.1. CONSENT TO TERMS OF PROPOSED SUBORDINATED DEBT. Pursuant
to subsection 14.2(k) of the Credit Agreement, the Lenders hereby consent to the
issuance and sale by the Company of Subordinated Indebtedness having gross cash
proceeds of at least $250,000,000; PROVIDED that (i) the terms and conditions of
such Subordinated Indebtedness shall be substantially those provided on Annex A
attached hereto, (ii) such Subordinated Indebtedness shall be issued and sold on
or before February 28, 1999 and (iii) the net proceeds of such issuance shall be
applied FIRST, to pay fees and expenses related to the issuance of the
Subordinated Indebtedness, SECOND, to repay the Subordinated Ciba Notes, and
THIRD, to prepay ratably Tranche A Loans and Tranche B Loans outstanding under
the Credit Agreement.
SECTION III. MISCELLANEOUS
III.1. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This
Amendment shall become effective as of the date first set forth above upon the
Administrative Agent having received counterparts of this Amendment duly
executed and delivered by each Borrower, the Documentation Agent, the
Administrative Agent and the Majority Lenders.
III.2. AMENDMENT FEE. The Company shall pay to the
Administrative Agent, for the account of each Lender executing this Amendment on
or before December 31, 1998, an amendment fee equal to .25% 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 (after giving effect to the issuance of Subordinated Indebtedness and
prepayment of Loans contemplated in subsection 2.1 hereof), in the case of
Tranche A Loans and Tranche B Loans; PROVIDED that no such fee shall be payable
if the issuance of such Subordinated Indebtedness does not occur. Such amendment
fee shall be payable on the date that the Company receives the gross cash
proceeds from the issuance of such Subordinated Indebtedness.
III.3. 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 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.
III.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.
III.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.
III.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 First
Amendment to be duly executed and delivered by their respective proper
and duly authorized officers as of the day and year first above
written.
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)
SALVER S.R.L.
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL COMPOSITES S.A. (Spain)
HEXCEL COMPOSITES GMBH (Germany)
By:
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Title:
CREDIT SUISSE FIRST BOSTON, as
Administrative Agent and Arranger
By:
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Title:
By:
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Title:
CITIBANK, N.A., as Documentation Agent
and as a Lender
By:
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Title:
By:
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Title:
CREDIT SUISSE FIRST BOSTON, as a Lender
By:
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Title:
By:
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Title:
CREDIT SUISSE FIRST BOSTON,
as a Local Lender
By:
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Title:
By:
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Title:
CREDIT SUISSE FIRST BOSTON
AKTIENGESELLSCHAFT, as a Local Lender
By:
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Title:
By:
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Title:
AERIES FINANCE LTD.
By:
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Title:
AMARA - 2 FINANCE LTD.
By:
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Title:
ARCHIMEDES FUNDING II, Ltd.
By: ING Capital Advisors, Inc.
as Collateral Manager
By:
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Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF Bank Aktiengesellshaft, acting through
its New York Branch, as attorney-in-fact
By:
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Title:
By:
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Title:
THE BANK OF NEW YORK
By:
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Title:
BANQUE NATIONALE DE PARIS
By:
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Title:
By:
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Title:
BANQUE WORMS CAPITAL CORP.
By:
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Title:
CAPTIVA FINANCE LTD.
By:
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Title:
CHANCELLOR/TRITON CBO, LIMITED
By: INVESCO Secured Management, Inc.
as Collateral Manager
By:
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Title:
THE CHASE MANHATTAN BANK
By:
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Title:
CHAIO TUNG BANK
By:
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Title:
CREDIT AGRICOLE INDOSUEZ
By:
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Title:
By:
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Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Title:
CYPRESSTREE FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By:
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Title:
KZH CYPRESSTREE-1 LLC
By:
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Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
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Title:
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By:
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Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
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Title:
DAI-ICHI KANGYO BANK
By:
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Title:
DEBT STRATEGIES FUND II, INC.
By:
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Title:
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
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Title:
By:
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Title:
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By:
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Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
FIRST UNION NATIONAL BANK
By:
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Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Title:
BATTERSON PARK CBO 1
By: General Re - New England Asset
Management, Inc., as Collateral
Manager
By:
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Title:
IMPERIAL CREDIT
By:
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Title:
INDUSTRIAL BANK OF JAPAN LIMITED, NEW YORK BRANCH
By:
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Title:
KEYBANK NATIONAL ASSOCIATION
By:
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Title:
KZH ING-2 LLC
By:
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Title:
KZH ING-3 LLC
By:
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Title:
KZH SHOSHONE LLC
By:
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Title:
KZH SOLEIL-2 LLC
By:
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Title:
KZH III LLC
By:
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Title:
MERITA BANK Plc
By:
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Title:
By:
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Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
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Title:
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
By:
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Title:
MOUNTAIN CLO TRUST
By:
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Title:
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By:
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Title:
SOCIETE GENERALE
By:
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Title:
UNION BANK OF CALIFORNIA N.A.
By:
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Title:
VAN KAMPEN SENIOR FLOATING RATE FUND
By:
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Title:
WACHOVIA BANK
By:
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Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:
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Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Manager
By:
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Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By:
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Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By:
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Title:
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P. as
Investment Advisor
By:
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Title:
DEBT STRATEGIES FUND II, INC.
By:
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Title: