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:

                                       80
<PAGE>

<TABLE>
<CAPTION>
    ------------------------------------------------------------------------------------------------------------
                                                       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
    ----------------------------------------    ---------------------------------    ---------------------------
     <S>                                            <C>              <C>               <C>           <C>
     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.
    ------------------------------------------------------------------------------------------------------------
</TABLE>

                  (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.

                                       81
<PAGE>

                         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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                        Period                                   Ratio
                  ----------------------------------------------------     -------------------
                          <S>                                                 <C>

                           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
                  ----------------------------------------------------------------------------
</TABLE>
                  (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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                        Period                                   Ratio
                  ----------------------------------------------------    --------------------
                           <S>                                                <C>
                           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
                  ----------------------------------------------------------------------------
</TABLE>

                  (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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                         Period                                  Ratio
                  -----------------------------------------------------    -------------------
                            <S>                                                <C>
                            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
                  ----------------------------------------------------------------------------
</TABLE>

                  (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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                        Period                                   Ratio
                  ----------------------------------------------------     -------------------
                           <S>                                                <C>

                           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
                  ----------------------------------------------------------------------------
</TABLE>

                  3.2  Amendment to Section 13:  Section 13 of the Credit
Agreement is hereby amended by inserting the following new subsection 13.10:

                                       82
<PAGE>

                  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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                        Period                                   Ratio
                  ----------------------------------------------------     -------------------
                           <S>                                                <C>
                           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
                  ----------------------------------------------------------------------------
</TABLE>

                  (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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                         Period                                  Ratio
                  -----------------------------------------------------    -------------------
                            <S>                                               <C>
                            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
                  ----------------------------------------------------------------------------
</TABLE>

                                       83
<PAGE>

                  (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:

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------
                                         Period                                  Ratio
                  -----------------------------------------------------    -------------------
                            <S>                                               <C>
                            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
                  ----------------------------------------------------------------------------
</TABLE>

                  (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:


<TABLE>
<CAPTION>
                  ---------------------------------------------------------------------------
                                        Period                                  Ratio
                  ----------------------------------------------------    -------------------
                           <S>                                               <C>
                           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
                  ---------------------------------------------------------------------------
</TABLE>

                            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
<PAGE>

                  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
<PAGE>








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
<PAGE>


By:
      Title:


BANQUE NATIONALE DE PARIS


By:
      Title:

By:
      Title:


BANQUE WORMS CAPITAL CORPORATION


By:
      Title:

By:
      Title:


BATTERSON PARK CBO 1

     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:


CHAIO TUNG 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
<PAGE>


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
<PAGE>


By:
      Title:


KZH ING-2 LLC


By:
      Title:


KZH ING-3 LLC


By:
      Title:


KZH SHOSHONE LLC


By:
      Title:


KZH WATERSIDE LLC


By:
      Title:


MERITA BANK Plc


By:
      Title:

By:
      Title:


METROPOLITAN LIFE INSURANCE COMPANY


By:
      Title:


MORGAN 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: EATON VANCE 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
<PAGE>

By:
      Title:


UNION BANK OF CALIFORNIA, N.A.


By:
      Title:


VAN KAMPEN 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.
CLARK-SCHWEBEL HOLDING CORP.
CLARK-SCHWEBEL CORPORATION
CS TECH-FAB HOLDING, INC.


By:
Title:


                                       91
<PAGE>