Exhibit 2.1
CONSENT
CONSENT, dated as of March 30, 2000 (this "CONSENT"), pursuant
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 Third Amendment, dated as of March 7,
2000 (the "THIRD AMENDMENT") to the Credit Agreement, the Lenders consented to
the sale by the Company of its Engineered Products Division, and the Company has
requested, and the Lenders have agreed, to make the changes to such consent
described herein.
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. CONSENT. Sections 2.1 and 2.2 of the Third Amendment are
hereby amended to read in their entireties as follows:
2.1 CONSENT. Anything in subsection 14.6 of the Credit
Agreement to the contrary notwithstanding, the Lenders hereby consent
that the Company may sell its Engineered Products Division (the
"DIVISION"); PROVIDED that such sale is effected by either (a) selling
the Division as a whole on or before September 30, 2000 for
consideration which shall include a cash portion in an amount not less
than $150 million of Net Proceeds or (b) selling the Division in two
parts the first of which shall consist of the sale of the Bellingham
business segment, which sale shall be completed on or before September
30, 2000 for consideration which shall include a cash portion in an
amount not less than $110 million of Net Proceeds; and; PROVIDED,
FURTHER, that, anything in subsection 10.5 of the Credit Agreement to
the contrary notwithstanding, (i) on each date upon which the Borrower
receives such Net Proceeds from such sale or sales it shall apply the
first $150 million in aggregate Net Proceeds for all such sales to
prepay the Tranche A Loans and the Tranche B Loans ratably according to
the respective aggregate then outstanding principal amounts thereof,
(ii) if on or before September 30, 2000 the Company shall receive
aggregate Net Proceeds from such sale or sales that are 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, (iii) if the Company shall sell
the Division in two parts and the first of which shall be completed on
or before September 30, 2000 and the second of which shall be completed
subsequent to September 30, 2000 the entire Net Proceeds of both such
sales shall be applied to prepay the Tranche A Loans and the Tranche B.
Loans ratably according to the respective aggregate then outstanding
principal amounts thereof and (iv) for purposes of calculating
compliance with the financial covenants contained in subsection 14.1,
for any period in which such sale or sales are completed, such sale or
sales and the repayment of any Indebtedness in connection therewith
shall be deemed to have been completed on the first day of such period.
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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 any sale or sales permitted by Section 2.1 above shall,
effective simultaneously with the closing thereof in accordance with
said Section 2.1, 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.
3. CONDITIONS TO EFFECTIVENESS OF CONSENT. This Consent shall
become effective (as of the date first set forth) above on the date (the
"EFFECTIVE DATE") upon 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.
4. 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 Consent.
5. LIMITED EFFECT. The execution, delivery and effectiveness
of this Consent 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 Consent 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 CONSENT 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
Consent to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
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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:
23
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
By:
Title:
BANQUE NATIONALE DE PARIS
By:
Title:
By:
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
Title:
By:
Title:
XXXXXXXXX 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
24
THE CHASE MANHATTAN BANK
By:
Title:
XXXXX XXXX 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
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:
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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
By:
Title:
KZH ING-2 LLC
By:
Title:
KZH ING-3 LLC
By:
Title:
KZH SHOSHONE LLC
By:
Title:
KZH WATERSIDE LLC
By:
Title:
XXXXXX BANK Plc
By:
Title:
By:
Title:
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METROPOLITAN LIFE INSURANCE COMPANY
By:
Title:
XXXXXX 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: XXXXX XXXXX 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
By:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND
By: VAN KAMPAN INVESTMENT ADVISORY CORP.
By:
Title:
WACHOVIA BANK, N.A.
By:
Title:
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The undersigned Subsidiary Guarantors do hereby consent and agree to
the execution and delivery of this Consent:
HEXCEL INTERNATIONAL
HEXCEL OMEGA CORPORATION
HEXCEL BETA CORP.
XXXXX-XXXXXXXX HOLDING CORP.
XXXXX-XXXXXXXX CORPORATION
CS TECH-FAB HOLDING, INC.
By:
Title:
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