Exhibit 10.1(i)
SIXTH AMENDMENT AND CONSENT
SIXTH AMENDMENT AND CONSENT, dated as of June 21, 2001 (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;
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;
WHEREAS, the Company has advised the Lenders that it proposes
to issue up to $100,000,000 in aggregate principal amount of its senior
subordinated notes (the "NEW NOTES"), and that the net proceeds thereof shall be
applied first, to pay fees and expenses related to the issuance of the New
Notes, SECOND, to prepay the Subordinated Ciba Notes with a principal amount
outstanding of approximately $25,000,000, and THIRD, to the extent of the
remaining balance (which is expected to be approximately $70,000,000) of such
net proceeds, to refinance Subordinated Convertible Notes due 2003 (the
Subordinated Ciba Notes and the Subordinated Convertible Notes, collectively,
the "REFINANCABLE DEBT"); and
WHEREAS, the Borrowers have requested that the Lenders consent
to and agree with (i) the issuance of the New Notes (ii) the terms and
conditions of the New Notes and (iii) the application of the net proceeds
resulting from the issuance of the New Notes;
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 1. 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.
2
SECTION 2. CONSENTS
2.1. CONSENT TO NEW NOTES AND APPLICATION OF NET PROCEEDS. Pursuant to
subsection 14.2(k) of the Credit Agreement, the Lenders hereby consent and agree
to the issuance and sale by the Company of the New Notes having gross cash
proceeds of not more than $100,000,000; provided that (i) the New Notes shall be
issued in the form of senior subordinated notes having a maturity date which is
after September 15, 2005 with other terms and conditions substantially similar
to those contained in the Company's 9 3/4% Senior Subordinated Notes due 2009
(except that the interest rate payable therein and original issue discount, if
any, shall be determined in accordance with market conditions at the time of the
issue), (ii) such New Notes shall be issued on or before August 31, 2001 and
(iii) notwithstanding the provisions of subsection 14.14 and 10.5(g) of the
Credit Agreement, the Company may use the net proceeds of the New Notes to pay
fees and expenses related to the issuance of such New Notes and to prepay or
purchase the Refinancable Debt in the order specified in the third recital to
this Amendment and no Loan prepayment or Commitment reduction under the Credit
Agreement shall be required as a result of the receipt of such proceeds.
2.2. CONSENT TO FINANCIAL RATIO CALCULATION ADJUSTMENTS. The Lenders
understand that the Company is required to give 45 days prior notice of the
redemption of the Subordinated Convertible Notes and that, accordingly, the
portion of the net proceeds of the New Notes that will be used to refinance a
portion of the Subordinated Convertible Notes will be held in escrow for such
purpose during the period from the date of issuance of the New Notes until the
date (following the expiry of such notice period) on which the Company shall
actually redeem such Subordinated Convertible Notes. In this connection, the
Lenders hereby consent and agree that:
(a) in connection with any calculation of the Leverage Ratio made as
at a time when net proceeds from the New Notes are being held in such escrow,
the Subordinated Convertible Notes shall be deemed to have been reduced by an
amount equal to the amount then held in such escrow; and
(b) in connection with the calculation of Interest Expense and
EBITDA for any period of four consecutive fiscal quarters (a "TEST PERIOD")
which includes a period (an "INCLUDED ESCROW PERIOD") during which net proceeds
from the New Notes are being held in such escrow:
(i) the Borrowers shall be entitled, in the case of any
calculation of Interest Expense, to deduct from total Interest
Expense for such Test Period an amount equal to the amount of
interest accrued for the Included Escrow Period on a principal
amount of New Notes equal to the amount held in such escrow during
such Included Escrow Period; and
(ii) the Borrowers shall be required, in the case of any
calculation of EBITDA, to exclude from the amount of interest and
other non-operating income for such Test Period (otherwise required
to be subtracted in such calculation of EBITDA pursuant to clause
(ii)(B) of the definition of such term) the amount of interest
actually earned during such Included Escrow Period on the amount of
such net proceeds held in such escrow.
3
SECTION 3. AMENDMENT
3.1. AMENDMENT TO SUBSECTION 14.1(a). Subsection 14.1(a) of the Credit
Agreement is hereby amended, effective simultaneously with the issuance of the
New Notes, by deleting such subsection in its entirety and by substituting
therefor the following:
(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:
----------------------------------------------------------------
Period Ratio
-------------------------------------- --------------------
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 - March 31, 2001 2.25 to 1.0
April 1, 2001 - June 30, 2001 2.10 to 1.0
July 1, 2001 - September 30, 2001 2.05 to 1.0
October 1, 2001 - December 31, 2001 2.05 to 1.0
January 1, 2002 - March 31, 2002 2.10 to 1.0
April 1, 2002 - June 30, 2002 2.20 to 1.0
July 1, 2002 - Thereafter 2.35 to 1.0
----------------------------------------------------------------
3.2. AMENDMENT TO SUBSECTION 14.1(b). Subsection 14.1(b) of the
Credit
Agreement is hereby amended, effective simultaneously with the issuance of the
New Notes, by deleting such subsection in its entirety and by substituting
therefor the following:
(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:
4
----------------------------------------------------------------
Period Ratio
-------------------------------------- --------------------
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 5.25 to 1.0
July 1, 2001 - September 30, 2001 5.25 to 1.0
October 1, 2001 - December 31, 2001 5.25 to 1.0
January 1, 2002 - March 31, 2002 5.00 to 1.0
April 1, 2002 - June 30, 2002 4.85 to 1.0
July 1, 2002 - Thereafter 4.60 to 1.0
----------------------------------------------------------------
3.3. AMENDMENT TO SUBSECTION 14.4(h). Subsection 14.4(h) of the Credit
Agreement is hereby amended by deleting "14.8(j)" from where it appears in
subsection 14.4(h) and inserting, in lieu thereof, "14.8(k)".
SECTION 4. MISCELLANEOUS
4.1. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall
become effective on the date (the "EFFECTIVE DATE") upon which the
Administrative Agent shall have received counterparts hereof, duly executed and
delivered by each Borrower, the Administrative Agent, each Subsidiary Guarantor
and the Majority Lenders.
4.2. REPRESENTATIONS AND WARRANTIES. The Company, as of the date hereof
after giving effect to the amendment contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it and each
Foreign Borrower in Subsection 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.
4.3. 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.
4.4. AMENDMENT FEE. The Company shall pay to the Administrative Agent,
for the account of each Lender executing this Amendment, an amendment fee (the
"Amendment Fee") as follows: 10 b.p. to Lenders executing this Amendment by 5:00
p.m.
New York City time on June 21, 2001 and 5 b.p. to Lenders executing this
Amendment by 5:00 p.m.
New York City time on June 25, 2001, in each case
calculated on 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.
5
Such Amendment Fee shall be calculated immediately prior to the effectiveness of
this Amendment and shall be payable on the Effective Date.
4.5. 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.
4.6. 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.
6
IN WITNESS WHEREOF, the parties hereto have caused this 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 COMPOSITES S.A. (Belgium)
HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL COMPOSITES, S.A. (Spain)
HEXCEL CORPORATION
HEXCEL (U.K.) LIMITED
HEXCEL HOLDINGS (U.K.) LIMITED
HEXCEL COMPOSITES LIMITED
HEXCEL S.A. (France)
HEXCEL FABRICS S.A.
HEXCEL COMPOSITES GMBH (Germany)
By:
---------------------------------
Title:
7
CREDIT SUISSE FIRST BOSTON, as
Administrative Agent and Lead Arranger
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
CITIBANK, N.A., as Documentation Agent
and as a Lender
By:
-------------------------------------------------
Name:
Title:
, as a
-------------------------------
Lender
By:
-------------------------------------------------
Name:
Title:
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.
XXXXX-XXXXXXXX HOLDING CORP.
XXXXX-XXXXXXXX CORPORATION
CS TECH-FAB HOLDING, INC.
By:
-------------------------------------
Title:
