Exhibit 10.1


 


HEXCEL CORPORATION


 


SECOND AMENDMENT

TO CREDIT AGREEMENT


 


This SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is
dated as of May 30, 2008, and entered into by and between Hexcel
Corporation, a Delaware corporation (“Company”) and Deutsche
Bank Trust Company Americas, as administrative agent for Lenders (“Administrative Agent”), and, for purposes of Section 5
hereof, the Guarantors (as defined in Section 5 hereof) listed on the
signature pages hereof, and is made with reference to that certain Credit
Agreement, dated as of March 1, 2005, by and among Company, the financial
institutions party thereto from time to time (“Lenders”)
and Administrative Agent, as amended by the First Amendment, dated as of December 5,
2006 (as so amended, the “Credit Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.


 


RECITALS


 


WHEREAS, subsection 2.10 of the Credit
Agreement permits the Company to request Incremental Term Loan Commitments
and/or Incremental Revolving Loan Commitments from time to time in an aggregate
amount not to exceed the Incremental Amount;


 


WHEREAS, the Company has requested Incremental
Term Loan Commitments consisting of Other Term Loans pursuant to a Notice of
Borrowing delivered at least three Business Days in advance of the Second
Amendment Effective Date (as defined below);


 


WHEREAS, the Incremental Term Lenders listed on the
signature pages to the Incremental Assumption Agreement dated as of the date
hereof (the “Tranche C Incremental Assumption
Agreement”), at the request of the Company, have agreed to extend
certain credit facilities to the Company, upon the terms and subject to the
conditions contained herein, in the Tranche C Incremental Assumption
Agreement and in the Amended Agreement (as defined below);


 


WHEREAS,
subsections 2.10 and 10.6 of the Credit Agreement provide that the Credit
Agreement shall be deemed amended to the extent necessary to reflect the
existence and terms of any Incremental Term Loan Commitments and/or Incremental
Revolving Loan Commitments evidenced by an Incremental Assumption Agreement,
and that any such deemed amendment may be memorialized in writing by
Administrative Agent with Company’s consent and furnished to the other parties
to the Credit Agreement; and


 


WHEREAS, Company and
Administrative Agent desire to amend the Credit Agreement to memorialize such
deemed amendment as set forth below;


 


NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:


 


 


 


 

















 


 


	
  Section 1.

  	
   

  	
  AMENDMENTS TO THE CREDIT AGREEMENT

  



 


             1.1           Amendments to Section 1:  Definitions


 


Subsection 1.1 of the Credit Agreement is hereby
amended by adding thereto the following definitions:


 


“OID” has the meaning assigned to that term in
subsection 2.10B.


 


“Second Amendment” means that certain Second Amendment to Credit
Agreement dated as of May 30, 2008, by and between Company and
Administrative Agent.


 


“Second Amendment Effective Date” has the meaning assigned to that term in
the Second Amendment.  For the avoidance
of doubt, the Second Amendment Effective Date constitutes an Increased Amount
Date for all purposes of this Agreement and the other Loan Documents.


 


“Tranche C Term Loan Commitment” means the commitment of a Lender to make
a Tranche C Term Loan to Company pursuant to subsection 2.1A(v), and “Tranche C Term Loan Commitments” means such commitments of
all Lenders in the aggregate.  For the
avoidance of doubt, the Tranche C Term Loan Commitments constitute
Incremental Term Loan Commitments under subsection 2.10 for all purposes
of this Agreement and the other Loan Documents.


 


“Tranche C Term Loan Maturity Date” means April 1, 2012.  For the avoidance of doubt, the
Tranche C Term Loan Maturity Date constitutes an Incremental Term Loan
Maturity Date for all purposes of this Agreement and the other Loan Documents.


 


“Tranche C Term Loans” means the Loans made by Lenders to
Company pursuant to subsection 2.1A(v). 
For the avoidance of doubt, the Tranche C Term Loans constitute a
tranche of Incremental Term Loans and Other Term Loans under
subsection 2.10 for all purposes of this Agreement and the other Loan
Documents.


 


“Tranche C Term Notes” means any promissory notes of Company
issued pursuant to subsection 2.1E to evidence the Tranche C Term
Loans of any Lenders, substantially in the form of Exhibit XV
annexed hereto.


 


1.2          Amendments to Section 2:  Amounts
and Terms of Commitments and Loans


 


A.            Commitments.  Subsection 2.1A of the Credit Agreement
is hereby amended by adding the following new subsection 2.1A(v) at
the end thereof:


 


“(v)         Tranche C Term
Loans.  Each Lender that has a
Tranche C Term Loan Commitment severally agrees to lend to Company on the
Second Amendment Effective Date an amount not exceeding its Pro Rata Share of
the aggregate amount of the Tranche C Term Loan Commitments to be used for
the purposes identified in subsection 2.5A(iii).  The amount of each Lender’s Tranche C
Term Loan Commitment is set forth opposite its name on Schedule 2.1
to the Second Amendment and the 


 


 


 


 


2

















 


 


aggregate amount of the Tranche C Term Loan
Commitments is $80,000,000; provided that the amount of the
Tranche C Term Loan Commitment of each Lender shall be adjusted to give
effect to any assignment of such Tranche C Term Loan Commitment pursuant
to subsection 10.1B; and provided  further, that the
Tranche C Term Loans shall be borrowed with OID of 0.50%.  Each Lender’s Tranche C Term Loan
Commitment shall expire immediately and without further action on May 30,
2008, if the Tranche C Term Loans are not made on or before that
date.  Company may make only one
borrowing under the Tranche C Term Loan Commitments.  Amounts borrowed under this
subsection 2.1A(v) and subsequently repaid or prepaid may not be
reborrowed.  For purposes of
subsection 2.10, the Tranche C Term Loan Commitments shall constitute
Incremental Term Loan Commitments, the Tranche C Term Loans shall
constitute a tranche of Other Term Loans, and the borrowing of the
Tranche C Term Loans shall constitute a utilization of the Incremental
Amount.  This subsection 2.1A(v) is
intended to be a more particular exposition of the provisions of
subsection 2.1A(iv) as applied to the Tranche C Term Loan
Commitments established pursuant to the Incremental Assumption Agreement
executed and delivered on the date of the Second Amendment.”


 


B.            Optional Notes.  Subsection 2.1E of the Credit Agreement
is hereby amended by adding the following sentence at the end thereof:


 


“In the case of
promissory notes executed and delivered to evidence Incremental Term Loans
constituting Tranche C Term Loans, such promissory notes shall be
Tranche C Term Notes in substantially the form of Exhibit XV
annexed hereto, with appropriate insertions.”


 


C.            Rate of Interest.  Subsection 2.2A of the Credit Agreement
is hereby amended by adding the following text immediately following the second
full sentence of the first paragraph of such subsection:


 


“Subject to the
provisions of subsections 2.2E, 2.6 and 2.7, each Tranche C Term Loan
shall bear interest on the unpaid principal amount thereof from the date made
through maturity at a rate determined by reference to the Eurodollar Rate.”


 


D.            Rate of Interest.  Subsection 2.2A of the Credit Agreement
is hereby further amended by deleting the table contained in
subsection 2.2A(ii) and inserting the following table in lieu
thereof:


 


“


 




	
   

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Eurodollar Rate

  Margin

  	
   

  	
  Base

  Rate Margin

  	
   

  
	
  Greater than or equal to:

  	
   

  	
  2.00:1.00

  	
   

  	
  2.125

  	
  %

  	
  1.125

  	
  %

  
	
  Less than:

  	
   

  	
  2.00:1.00

  	
   

  	
  1.875

  	
  %

  	
  0.875

  	
  %

  






 


”.


 


 


 


 


3

















 


 


E.             Rate of Interest.  Subsection 2.2A(ii) of the Credit
Agreement is hereby further amended by the following text immediately before
the “.” at the end thereof:


 


; and provided  further that, for the
period from and including the Second Amendment Effective Date to but excluding
the next succeeding Business Day following the receipt by Administrative Agent
of the Compliance Certificate for the fiscal period ending December 31,
2008, the applicable margin for the Tranche B Term Loans that are
Eurodollar Rate Loans shall be 2.125% per annum and for Tranche B Term
Loans that are Base Rate Loans (as a consequence of any mandatory conversion
from a Eurodollar Rate Loan pursuant to subsections 2.2E or 2.6 or otherwise
under this Agreement) shall be 1.125% per annum.”


 


F.             Rate of Interest.  Subsection 2.2A of the Credit Agreement
is hereby further amended by adding the following new subsection 2.2A(vi) at
the end thereof:


 


“(vi)        Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche C Term
Loans shall bear interest through maturity as follows:


 


                (a)           if
a Base Rate Loan (as a consequence of any mandatory conversion from a
Eurodollar Rate Loan pursuant to subsections 2.2E or 2.6 or otherwise under
this Agreement), then at the sum of the Base Rate plus the Base Rate
Margin set forth in the table below opposite the applicable Consolidated
Leverage Ratio for the four Fiscal Quarter period for which the applicable
Compliance Certificate has been delivered pursuant to subsection 6.1(iv); or


 


                (b)           if
a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the
Eurodollar Rate Margin set forth in the table below opposite the applicable
Consolidated Leverage Ratio for the four Fiscal Quarter period for which the
applicable Compliance Certificate has been delivered pursuant to subsection
6.1(iv):


 




	
   

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Eurodollar Rate

  Margin

  	
   

  	
  Base

  Rate Margin

  	
   

  
	
  Greater than or equal to:

  	
   

  	
  2.00:1.00

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  Less than:

  	
   

  	
  2.00:1.00

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  






 


provided that, for the period from and including the Second
Amendment Effective Date to but excluding the next succeeding Business Day
following the receipt by Administrative Agent of the Compliance Certificate for
the fiscal period ending December 31, 2008, the applicable margin for the
Tranche C Term Loans that are Eurodollar Rate Loans shall be 2.50% per
annum and for Tranche C Term Loans that are Base Rate Loans (as a
consequence of any mandatory conversion from a Eurodollar Rate 


 


 


 


 


4

















 


 


Loan pursuant to subsections 2.2E or 2.6 or otherwise
under this Agreement) shall be 1.50% per annum. 
This subsection 2.2A(vi) is intended to be a more particular
exposition of the provisions of subsection 2.2A(v) as applied to the
Tranche C Term Loans.”


 


G.            Scheduled Payments
of Term Loans. 
Subsection 2.4A of the Credit Agreement is hereby amended by adding
the following new subsection 2.4A(iii) at the end thereof:


 


“(iii)        Scheduled
Payments of Tranche C Term Loans. 
Company shall make principal payments on the Tranche C Term Loans
in installments on the dates and in the amounts set forth below:


 




	
  Date

  	
   

  	
  Scheduled Repayment

  	
   

  
	
  September 1, 2008

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  December 1, 2008

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  March 1, 2009

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  June 1, 2009

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  September 1, 2009

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  December 1, 2009

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  March 1, 2010

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  June 1, 2010

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  September 1, 2010

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  December 1, 2010

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  March 1, 2011

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  June 1, 2011

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  September 1, 2011

  	
   

  	
  $

  	
  19,400,000

  	
   

  
	
  December 1, 2011

  	
   

  	
  $

  	
  19,400,000

  	
   

  
	
  March 1, 2012

  	
   

  	
  $

  	
  19,400,000

  	
   

  
	
  April 1, 2012

  	
   

  	
  $

  	
  19,400,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  80,000,000

  	
   

  






 


; provided that the scheduled installments of
principal of the Tranche C Term Loans set forth above shall be reduced in
connection with any voluntary or mandatory prepayments of the Tranche C
Term Loans in accordance with subsection 2.4B(iv); and provided, further
that the Tranche C Term Loans and all other amounts owed hereunder with
respect to the Tranche C Term Loans shall be paid in full no later than
the Tranche C Term Loan Maturity Date, and the final installment payable
by Company in respect of the Tranche C Term Loans on such date shall be in
an amount, if such amount is different from that specified above, sufficient to
repay all amounts owing by Company under this Agreement with respect to the
Tranche C Term Loans.  This subsection 2.4A(iii) is
intended to be a more particular exposition of the provisions of
subsection 2.4A(ii) as applied to the Tranche C Term Loans.”


 


 


 


 


 


5

















 


 


H.            Prepayments and
Reductions in Revolving Loan Commitment Amount.  Subsection 2.4B(iv)(a) of the
Credit Agreement is hereby amended by deleting the last sentence of such
subsection and inserting the following text in lieu thereof:


 


“Any voluntary prepayments of the Term Loans pursuant
to subsection 2.4B(i) shall be applied to prepay the Tranche B Term
Loans and the Tranche C Term Loans on a pro rata basis.  The portion of each such voluntary prepayment
that is applied to prepay the Tranche B Term Loans shall be applied to
reduce scheduled installments of principal of the Tranche B Term Loans set
forth in subsection 2.4A(i) for the next succeeding four Fiscal
Quarters in direct order of maturity and thereafter to reduce each of the
remaining scheduled installments of principal of the Tranche B Term Loans
set forth in subsection 2.4A(i) on a pro rata basis.  The portion of each such voluntary prepayment
that is applied to prepay the Tranche C Term Loans shall be applied to
reduce scheduled installments of principal of the Tranche C Term Loans set
forth in subsection 2.4A(iii) for the next succeeding four Fiscal
Quarters in direct order of maturity and thereafter to reduce each of the
remaining scheduled installments of principal of the Tranche C Term Loans
set forth in subsection 2.4A(iii) on a pro rata basis.”


 


I.              Prepayments and
Reductions in Revolving Loan Commitment Amount.  Subsection 2.4B(iv)(c) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and inserting the following text in lieu thereof:


 


                “(c)         Application
of Mandatory Prepayments of Term Loans to Tranche B Term Loans and the
Scheduled Installments of Principal Thereof and to Tranche C Term Loans and the
Scheduled Installments of Principal Thereof.  Except as provided in subsection 2.4D, any
mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) shall
be applied to prepay the Tranche B Term Loans and the Tranche C Term
Loans on a pro rata basis.  The portion
of each such mandatory prepayment that is applied to prepay the Tranche B
Term Loans shall be applied on a pro rata basis to each scheduled installment
of principal of the Tranche B Term Loans set forth in subsection 2.4A(i) that
is unpaid at the time of such prepayment. 
The portion of each such mandatory prepayment that is applied to prepay
the Tranche C Term Loans shall be applied on a pro rata basis to each
scheduled installment of principal of the Tranche C Term Loans set forth
in subsection 2.4A(iii) that is unpaid at the time of such
prepayment.”


 


J.             Prepayments and
Reductions in Revolving Loan Commitment Amount.  Subsection 2.4B(iv)(d) of the
Credit Agreement is hereby amended by inserting the text “, Tranche C Term
Loans” immediately following the text “Tranche B Term Loans”.


 


K.            Use of Proceeds.  Subsection 2.5A of the Credit Agreement
is hereby amended by adding the following new subsection 2.5A(iii) at
the end thereof:


 


 


 


 


6

















 


 


“(iii)        The
proceeds of the Tranche C Term Loans incurred on the Second Amendment
Effective Date shall be applied by Company for working capital and other general
corporate purposes (including, without limitation, capital expenditures,
repayment of Indebtedness, and payment of fees and expenses in connection with
the Second Amendment and the borrowing of Incremental Term Loans on the Second
Amendment Effective Date).”


 


1.3          Amendments to Section 4:  Conditions to
Loans and Letters of Credit


 


A.            Conditions to
Tranche C Term Loans on Second Amendment Effective Date.  Section 4 of the Credit Agreement is
hereby amended by adding the following new subsection 4.5 at the end
thereof:


 


“4.5                         Conditions to
Tranche C Term Loans on Second Amendment Effective Date.


 


The obligations of Lenders to make the Tranche C
Term Loans on the Second Amendment Effective Date are, in addition to the
conditions precedent specified in subsection 4.3, subject to prior or
concurrent satisfaction of the conditions precedent specified in Section 2
of the Second Amendment.”


 


1.4          Amendments to Section 10:  Miscellaneous


 


Subsection 10.1B(i) of the Credit Agreement
is hereby amended (i) by inserting the text “or Exhibit XV”
immediately following the text “Exhibit V” and (ii) by
inserting the text “and/or outstanding Tranche C Term Loans” immediately
following the text “and/or outstanding Tranche B Term Loans”.


 


1.5          Amendments to Schedules


 


Schedule 2.1 to the Credit Agreement is hereby amended by adding
thereto the information set forth on Schedule 2.1 to this
Amendment.


 


1.6          Amendments to Exhibits


 


The Credit Agreement is hereby amended by adding a new
Exhibit XV thereto in the form of Exhibit XV to this
Amendment.


 


Section 2.                                          CONDITIONS TO EFFECTIVENESS


 


Section 1 of this
Amendment shall become effective only upon the satisfaction of all of the
following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the “Second Amendment Effective
Date”):


 


A.            Loan Party Documents.  On or before the Second Amendment Effective
Date, Company shall, and shall cause each other Loan Party to, deliver to
Lenders or to Administrative Agent the following with respect to Company or
such Loan Party, as the case may be, each, unless otherwise noted, dated the
Second Amendment Effective Date:


 


 


 


 


 


7

















 


 


(i)            Copies of the Organizational
Documents of such Person, certified by the Secretary of State of its
jurisdiction of organization or, if such document is of a type that may not be
so certified, certified by the secretary or similar officer of the applicable
Loan Party, together with a good standing certificate from the Secretary of
State of its jurisdiction of organization, each dated a recent date prior to
the Closing Date; provided that, to the extent that any such
Organizational Document has been delivered previously and remains in full force
and effect without modification or amendment since the date of such delivery,
such Person may instead so certify by delivery of a certificate signed by its
secretary or similar officer;


 


(ii)           Resolutions of the Governing Body of
such Person approving and authorizing the execution, delivery and performance
of this Amendment, certified as of the Second Amendment Effective Date by the
secretary or similar officer of such Person as being in full force and effect
without modification or amendment;


 


(iii)          Signature and incumbency certificates
of the officers of such Person executing this Amendment;


 


(iv)          Executed originals of this Amendment;
and


 


(v)           Such other documents as
Administrative Agent may reasonably request.


 


B.            Fees and Expenses.  Company shall have paid to Administrative
Agent on or before the Second Amendment Effective Date all reasonable fees and
expenses of Administrative Agent (including, without limitation, the reasonable
fees and disbursements of O’Melveny & Myers LLP) in connection with
this Amendment.


 


C.            Representations and
Warranties; Performance of Agreements.  Company shall have delivered to
Administrative Agent an Officer’s Certificate, in form and substance
satisfactory to Administrative Agent, to the effect that the representations
and warranties in Section 3 of this Amendment are true, correct and
complete in all material respects on and as of the Second Amendment Effective
Date to the same extent as though made on and as of that date (or, to the
extent such representations and warranties specifically relate to an earlier
date, that such representations and warranties were true, correct and complete
in all material respects on and as of such earlier date) and that Company shall
have performed in all material respects all agreements and satisfied all
conditions which this Amendment provides shall be performed or satisfied by it
on or before the Second Amendment Effective Date except as otherwise disclosed
to and agreed to in writing by Administrative Agent; provided that, if a
representation and warranty, covenant or condition is qualified as to
materiality, the applicable materiality qualifier set forth in this Section 2C
shall be disregarded with respect to such representation and warranty, covenant
or condition for purposes of this condition.


 


D.            Satisfaction of
Conditions; Pro Forma Compliance; Certificate of Chief Financial Officer.  On the Second Amendment Effective Date,


 


(i)            the conditions set forth in
subsection 4.3 of the Credit Agreement shall be satisfied;


 


 


 


 


8

















 


 


(ii)           Company would be in Pro Forma
Compliance after giving effect to the Tranche C Term Loan Commitments and
the Loans to be made thereunder and the application of proceeds therefrom as if
made and applied on such date; and


 


(iii)          Administrative Agent shall have
received a certificate dated such date and executed by the Chief Financial
Officer of Company, certifying as to the satisfaction of the foregoing
conditions.


 


E.             Opinions of Counsel
to Loan Parties.  Lenders
shall have received originally executed copies of one or more favorable written
opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for Loan
Parties, in form and substance reasonably satisfactory to Administrative Agent
and its counsel, dated as of the Second Amendment Effective Date (this
Amendment constituting a written request by Company to such counsel to deliver
such opinions to Lenders).


 


F.             Other Proceedings.  On or before the Second Amendment Effective
Date, all corporate and other proceedings taken or to be taken in connection
with the transactions contemplated hereby and all documents incidental thereto
not previously found acceptable by Administrative Agent, acting on behalf of
Lenders, and its counsel shall be satisfactory in form and substance to
Administrative Agent and such counsel, and Administrative Agent and such
counsel shall have received all such counterpart originals or certified copies
of such documents as Administrative Agent may reasonably request.


 


Section 3.                                          COMPANY’S REPRESENTATIONS AND WARRANTIES


 


In order to induce
Lenders to enter into the Incremental Assumption Agreement that incorporates by
reference this Amendment and to amend the Credit Agreement in the manner
provided herein, Company represents and warrants to each Lender that the
following statements are true, correct and complete:


 


A.            Corporate Power and
Authority.  Company has
all requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the “Amended
Agreement”).


 


B.            Authorization of
Agreements.  The
execution and delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate action on the
part of Company.


 


C.            No Conflict.  The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any Loan Party, (ii) violate any
provision of the Organizational Documents of Company or any Loan Party, (iii) violate
any order, judgment or decree of any court or other Governmental Authority
binding on Company or any Loan Party, (iv) conflict with, result in a breach
of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any Loan Party, (v) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any Loan Party (other than Liens created under any of the 


 


 


 


 


9

















 


 


Loan
Documents in favor of Administrative Agent on behalf of Lenders) or (vi) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries, except for such
approvals or consents which will be obtained on or before the Second Amendment
Effective Date and disclosed in writing to Lenders and except, in the case of (i),
(iii) and (iv), to the extent such violation or conflict could not
reasonably be expected to result in a Material Adverse Effect.


 


D.            Governmental
Consents.  The
execution and delivery by Company of this Amendment and the performance by
Company of the Amended Agreement do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body.


 


E.             Binding Obligation.  This Amendment has been duly executed and
delivered by Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of Company, enforceable against Company
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors’ rights generally or by equitable principles relating to
enforceability.


 


F.             Incorporation of
Representations and Warranties From Credit Agreement.  The representations and warranties contained
in Section 5 of the Credit Agreement are and will be true, correct and
complete in all material respects on and as of the Second Amendment Effective
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.


 


G.            Absence of Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.


 


Section 4.                                          MISCELLANEOUS


 


A.            Reference to and Effect on the
Credit Agreement and the Other Loan Documents.


 


(i)            On and after the Second Amendment
Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Agreement.


 


(ii)           Except as specifically amended by
this Amendment, the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.


 


(iii)          The execution, delivery and
performance of this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as 


 


 


 


 


10

















 


 


a waiver of any right, power
or remedy of Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.


 


B.            Fees and Expenses.  Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.


 


C.            Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.            Applicable Law.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.


 


E.             Counterparts;
Effectiveness.  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  This Amendment (other
than the provisions of Section 1 hereof, the effectiveness of which is
governed by Section 2 hereof) shall become effective upon the latest to
occur of (i) the execution of a counterpart hereof by Company and
Administrative Agent, (ii) the execution of a counterpart of the
Incremental Assumption Agreement dated as of the date hereof by Company,
Administrative Agent and each Incremental Term Lender that has a Tranche C
Term Loan Commitment and (iii) receipt by Company and Administrative Agent
of written or telephonic notification of such execution and authorization of
delivery thereof.


 


Section 5.                                          ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS


 


Each guarantor listed on
the signature pages hereof (“Guarantors”)
hereby acknowledges that it has read this Amendment and consents to the terms
hereof, and hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the obligations of each Guarantor under the Subsidiary
Guaranty and the other Loan Documents to which it is a party shall not be
impaired or affected and the Subsidiary Guaranty or other Loan Document is, and
shall continue to be, in full force and effect and is hereby confirmed and
ratified in all respects.  Each Guarantor
further agrees that nothing in the Credit Agreement, this Amendment or any
other Loan Document shall be deemed to require the consent of such Guarantor to
any future amendment to the Credit Agreement.


 


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11

















 


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


 


 


	
   

  	
  HEXCEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne C. Pensky

  
	
   

  	
   

  	
  Wayne C. Pensky

  
	
   

  	
   

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 


 


 


 


	
   

  	
  GUARANTORS

  
	
   

  	
  (for purposes of Section 5 only):

  
	
   

  	
   

  
	
   

  	
  CLARK-SCHWEBEL HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne C. Pensky

  
	
   

  	
   

  	
  Wayne C. Pensky

  
	
   

  	
   

  	
  President

  



 


 


	
   

  	
  HEXCEL REINFORCEMENTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne C. Pensky

  
	
   

  	
   

  	
  Wayne C. Pensky

  
	
   

  	
   

  	
  President

  



 


 


 


 


 

















 


 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Omayra Laucella

  
	
   

  	
   

  	
  Name:

  	
  Omayra Laucella

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn Thierry

  
	
   

  	
   

  	
  Name:

  	
  Evelyn Thierry

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 

















 


 


SCHEDULE 2.1


 


LENDERS’ COMMITMENTS AND PRO RATA SHARES


 


The following information
is hereby added to Schedule 2.1 to the Credit Agreement:


 




	
  Lender

  	
   

  	
  Tranche C

  Term Loan

  Commitment

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  80,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  80,000,000