Exhibit 10.1(a)


 


CONSENT


 


This CONSENT, dated as of December 5, 2003
(this “Consent”), is made in connection with that certain Credit and
Guaranty Agreement dated as of March 19, 2003 (the “Credit  Agreement”),
by and among (a) Hexcel Corporation (“Hexcel”),
(b) Hexcel Composites Limited (the “U.K.
Borrower”), (c) Hexcel Composites GmbH & Co. KG (f/k/a Hexcel
Composites GMBH (Austria)) (the “Austrian
Borrower”), (d) Hexcel
Composites GMBH (Germany) (the “German  Borrower”, and together
with Hexcel, the U.K. Borrower and the Austrian Borrower, collectively, the “Borrowers”),
(e) the Guarantors named therein, (f) the lenders from time to time a party
thereto (the “Lenders”), (g) Fleet Capital Corporation, as
Administrative Agent (in such capacity, the “Administrative  Agent”)
and as Fronting Bank, (h) Fleet National Bank, London U.K. branch, trading as
FleetBoston Financial, as Fronting Bank and Issuing Bank, (i) Fleet National
Bank, as Issuing Bank and (j) Fleet Securities, Inc., as Lead Arranger.  Capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Credit
Agreement.


 


WHEREAS,
the Borrowers have advised the Lenders and the Administrative Agent that the
Borrowers desire to implement a restructuring transaction in connection with
Hexcel’s French operations, which includes, among other things, (i) the
creation of Hexcel Holdings Denmark ApS, a wholly-owned subsidiary of Hexcel (“Danish
Holding”) and the transfer by Hexcel of its interest in Hexcel S.A. to
Danish Holding in exchange for capital stock of Danish Holding and an
intercompany note issued by Danish Holding to Hexcel (the “Danish  Note”),
(ii) the declaration by Hexcel S.A. of a dividend payable by the issuance of a
French convertible debt security termed a “obligations remboursables en
actions” (the “French  ORA”) to Danish Holding, (iii) the
discharge of the Danish Note in exchange for Danish Holding transferring its
interest in the French ORA to Hexcel, and (iv) the making of interest payments
on the French ORA from Hexcel S.A. to Hexcel, all as more fully described by
Hexcel to the Lenders (collectively, the “French  Restructuring”).


 


WHEREAS,
the Lenders and the Administrative Agent are willing to consent to certain
matters in connection with the French Restructuring, but only on the terms and
subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing premises, the
parties hereto hereby agree as follows:


 


§1.                               Consents.  Subject to the satisfaction of the
conditions contained in §4 hereof,  the Lenders and the Administrative Agent
hereby consent to:


 


(a) the waiver of the requirement under the Loan
Documents (including, without limitation, Section 7.15(b) of the Credit
Agreement) that Danish Holding


 

















 


provide a first priority perfected pledge of the capital stock or other
equity interests of Hexcel S.A. directly owned by it to the Administrative
Agent; and


 


(b) the replacement of the existing Schedule 8.1
to the Credit Agreement with the new Schedule 8.1 attached hereto.


 


§2.                               Authorization
of Lenders.  In connection with
the French Restructuring, subject to the satisfaction of the conditions
contained in §4 hereof, each Lender hereby authorizes the Administrative Agent
to (i) execute, release and terminate its liens and security interests on the
Capital Stock of Hexcel S.A. granted under the terms of the French Pledge, (ii)
execute and deliver any releases and terminations necessary to evidence such
releases and terminations, and (iii) execute such documents and to do such acts
as shall be necessary to effect the release of its liens and security interests
under the Security Documents.


 


§3.                               Covenant
Concerning Danish Holding and the French Restructuring.  The Borrowers will not, and will not permit
any of their Subsidiaries to, allow (a) Danish Holdings to have any voluntary
Indebtedness (other than the Danish Note and other intercompany Indebtedness to
the extent permitted by Section 8.1 of the Credit Agreement), or (b) any
restriction on the ability of Hexcel Composites S.A., Hexcel Fabrics S.A. or
Hexcel S.A. to pay or make dividends or distributions in cash or kind to Hexcel
or its Subsidiaries, to make loans, advances or other payments of whatsoever
nature to Hexcel or its Subsidiaries, or to make transfers or distributions of
all or any part of its assets to Hexcel or its Subsidiaries, in each case
consistent with the past practices of Hexcel or its Subsidiaries, other than
restrictions described in Section 8.2.2(a)(iv) through
Section 8.2.2(a)(viii) of the Credit Agreement.


 


§4.                               Conditions
to  Effectiveness.  The
consents under the Credit Agreement herein shall become effective upon the
receipt by the Administrative Agent of this Consent, in form and substance
satisfactory to the Lenders, duly executed and delivered by each of the
Borrowers, the Guarantors, the Lenders and the Administrative Agent and in full
force and effect.


 


§4.                               No
Other  Modifications. Except as expressly set forth herein,
all of the terms and conditions of the Credit Agreement shall remain in full
force and effect without modification or waiver.


 


§5.                               Miscellaneous.
This Consent may be executed in several counterparts and by each party on a
separate counterpart each of which when executed there shall be an original and
all of which together shall constitute one instrument.  Signatures to this Consent may be delivered
by telecopier transmission.  This
Consent shall be deemed a Loan Document under the Credit Agreement.


 


[Remainder
of page intentionally left blank; signatures on next page]


 

















 


IN
WITNESS WHEREOF, each of the undersigned has caused this
Consent to be executed as of the date first written above.


 


 


	
   

  	
  HEXCEL
  CORPORATION, as Borrower

  and as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEXCEL
  COMPOSITES LIMITED,  as

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEXCEL
  COMPOSITES GMBH

  (GERMANY), as  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEXCEL
  COMPOSITES GMBH & CO.

  KG (f/k/a Hexcel Composites GMBH

  (Austria)), as  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


[Signature Page to Hexcel Consent]


 

















 


	
   

  	
  HEXCEL
  POTTSVILLE CORPORATION,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEXCEL REINFORCEMENTS CORP.

  (f/k/a Clark-Schwebel Corporation), as

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLARK-SCHWEBEL HOLDING CORP.,

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CS TECH-FAB HOLDING, INC.,
  as

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  HEXCEL
  INTERNATIONAL, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  FLEET
  CAPITAL CORPORATION,

  individually, as Administrative Agent and

  as Fronting Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  FLEET
  NATIONAL BANK, London U.K.

  branch, trading as FleetBoston Financial, as

  Fronting Bank and Issuing Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  FLEET
  NATIONAL BANK, as Issuing

  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  CORPORATION, individually, as Co-

  Collateral Agent and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  FOOTHILL
  CAPITAL CORPORATION,

  individually and as Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  MERRILL
  LYNCH CAPITAL, a division of

  Merrill Lynch Business Financial Services

  Inc., individually and as Documentation

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Schedule 8.1


 


[Attach New Schedule 8.1 to Credit Agreement]