EXHIBIT 10.3
SECOND AMENDMENT
SECOND AMENDMENT, dated as of August 13, 1999 (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:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as defined
therein.
2. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended 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
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Tranche A Loans
Revolving Credit Loans
Swing Line Loans
European Revolving Loans Tranche B Loans
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Eurocurrency Eurocurrency ABR Loans
Leverage Ratio Loans ABR Loans Loans
- --------------------------------------------------------------------------------------------------------------
Greater than or equal to 5.0 to 1.0 225 b.p. 125 b.p. 275 b.p. 175 b.p.
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Greater than or equal to 4.5 to 1.0, 200 b.p. 100 b.p. 250 b.p. 150 b.p.
but less than 5.0 to 1.0
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Greater than or equal to 4.0 to 1.0, 175 b.p. 75 b.p. 225 b.p. 125 b.p.
but less than 4.5 to 1.0
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Greater than or equal to 3.5 to 1.0, 150 b.p. 50 b.p. 225 b.p. 125 b.p.
but less than 4.0 to 1.0
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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
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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
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Less than 2.5 to 1.0 75 b.p. 0 b.p. 175 b.p. 75 b.p.
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2. AMENDMENT TO SUBSECTION 14.1. Subsection 14.1 of the Credit
Agreement hereby is amended by:
(a) deleting the table of "Period[s]" and "Ratio[s]" set forth in clause
(a) thereof and by substituting therefor the following:
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Period Ratio
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Closing Date - December 31, 1999 2.00 to 1.0
January 1, 2000 - December 31, 2000 2.25 to 1.0
January 1, 2001 - thereafter 2.50 to 1.0
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(b) deleting the table of "Period[s]" and "Ratio[s]" set forth in clause
(b) thereof and by substituting therefor the following:
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Period Ratio
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Closing Date - September 30, 2000 5.25 to 1.0
October 1, 2000 - 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) deleting from clause (c) thereof the ratio "1.25 to 1.0" and by
substituting therefor the ratio "1.20 to 1.0"; and
(d) deleting the table of "Period[s]" and "Ratio[s]" set forth in clause
(d) thereof and by substituting therefor the following:
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Period Ratio
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Closing Date - September 30, 2000 2.75 to 1.0
October 1, 2000 - June 30, 2001 2.50 to 1.0
July 1, 2001- thereafter 2.25 to 1.0
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3. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment
shall become effective (as of the date first set forth above) on the date upon
which the Administrative Agent shall have received (the date of such receipt,
the "Effective Date"):
(a) counterparts hereof, duly executed and delivered by each Borrower, the
Documentation Agent, the Administrative Agent and the Majority Lenders;
and
(b) for the account of each Lender (other than the Swing Line Lender, each
Local Lender and each Issuing Lender) who shall have duly executed and
delivered this Amendment on or prior to August 13, 1999 (or such later
date as the Company and the Administrative Agent shall agree), an
amendment fee in the amount equal to 12.5 bps on (i) in the case of any
Tranche A Lender or Tranche B Lender, the aggregate outstanding
principal amount of Tranche A Loans or Tranche B Loans (as the case may
be) owing to such Lender on the Effective Date, (ii) in the case of
each Revolving Credit Lender, the Revolving Credit Commitment of such
Revolving Credit Lender which is in effect on the Effective Date, (iii)
in the case of each European Lender, the European Loan Commitment of
such European Lender which is in effect on the Effective Date and (iv)
in the case of the European Overdraft Lender, the European Overdraft
Commitment which is in effect on the Effective Date.
4. 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 (including,
without limitation, subsection 11.22) 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. 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.
6. 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.
7. 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 AERIES FINANCE LTD.
HEXCEL (U.K.) LIMITED
HEXCEL COMPOSITES LIMITED
HEXCEL S.A. (France) By:_______________________________
HEXCEL FABRICS S.A. Title:
HEXCEL COMPOSITES S.A. (Belgium)
HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL COMPOSITES S.A. (Spain)
HEXCEL COMPOSITES GMBH (Germany) AMARA - 2 FINANCE LTD.
By:_______________________________ By:_______________________________
Title: Title:
CREDIT SUISSE FIRST BOSTON, as ARCHIMEDES FUNDING II, Ltd.
Administrative Agent and Arranger By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
CITIBANK, N.A., as Documentation BALANCED HIGH-YIELD FUND I LTD.
Agent and as a Lender By: BHF BANK AKTIENGESELLSHAFT, acting
through its New York Branch,
as attorney-in-fact
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
CREDIT SUISSE FIRST BOSTON, THE BANK OF NEW YORK
as a Lender
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
BANQUE NATIONALE DE PARIS CREDIT AGRICOLE INDOSUEZ
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________ By:_______________________________
Title: Title:
BANQUE WORMS CAPITAL CORP. CREDIT LYONNAIS NEW YORK BRANCH
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
BATTERSON PARK CBO 1 CYPRESSTREE SENIOR FLOATING RATE FUND
By: GENERAL RE - NEW ENGLAND ASSET By: CYPRESSTREE INVESTMENT
MANAGEMENT, INC., MANAGEMENT COMPANY, INC.,
as Collateral Manager as Portfolio Manager
By:_______________________________ By:_______________________________
Title: Title:
CAPTIVA FINANCE LTD. CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
its Managing Member
By:_______________________________ By:_______________________________
Title: Title:
THE CHASE MANHATTAN BANK CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
as Portfolio Manager
By:_______________________________ By:_______________________________
Title: Title:
CHAIO TUNG BANK
By:_______________________________
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC THE INDUSTRIAL BANK OF JAPAN, LIMITED,
By: CYPRESSTREE INVESTMENT NEW YORK BRANCH
MANAGEMENT COMPANY, INC.,
its Managing Member
By:_______________________________ By:_______________________________
Title: Title:
DEUTSCHE BANK AG NEW YORK KEYBANK NATIONAL ASSOCIATION
BRANCH AND/OR CAYMAN ISLANDS BRANCH
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
ERSTE BANK DER OESTERREICHISCHEN KZH CYPRESSTREE-1 LLC
SPARKASSEN AG
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO KZH ING-2 LLC
By:_______________________________ By:_______________________________
Title: Title:
FIRST UNION NATIONAL BANK KZH ING-3 LLC
By:_______________________________ By:_______________________________
Title: Title:
GENERAL ELECTRIC CAPITAL CORPORATION KZH SHOSHONE LLC
By:_______________________________ By:_______________________________
Title: Title:
KZH III LLC
By:_______________________________
MERITA BANK Plc UNION BANK OF CALIFORNIA N.A.
By:_______________________________ By:_______________________________
Title: Title:
By:_______________________________
Title:
METROPOLITAN LIFE INSURANCE COMPANY VAN KAMPEN SENIOR FLOATING RATE FUND
By:_______________________________ By:_______________________________
Title: Title:
MORGAN GUARANTY TRUST COMPANY OF WACHOVIA BANK
NEW YORK
By:_______________________________ By:_______________________________
Title: Title:
OXFORD STRATEGIC INCOME FUND NORTH AMERICAN SENIOR FLOATING RATE FUND
By: EATON VANCE MANAGEMENT,
as Investment Advisor
By:_______________________________ By:_______________________________
Title: Title:
SENIOR DEBT PORTFOLIO DLJ CAPITAL FUNDING, INC.
By: BOSTON MANAGEMENT
AND RESEARCH,
as Investment Manager
By:_______________________________ By:_______________________________
Title: Title:
SOCIETE GENERALE KZH WATERSIDE LLC
By:_______________________________ By:_______________________________
Title: Title:
CAPTIVA II FINANCE LLC
By:_______________________________
Title:
CERES FINANCE LTD.
By:_______________________________
Title:
STRATA FUNDING, LTD.
By:_______________________________
Title:
GALAXY CLO 1999-1, LTD.
By:_______________________________
Title:
STANFIELD CLO, LTD.
By: STANFIELD CAPITAL PARTNERS, LLC,
as its Collateral Manager
By:_______________________________
Title: