Exhibit 10.1(h)
EXECUTION COPY
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of May 11, 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; 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 1. DEFINED TERMS
DEFINED TERMS. Unless otherwise defined herein, capitalized terms used
herein have the meanings given to such terms in the Credit Agreement.
SECTION 2. AMENDMENTS
2.1. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended:
(a) by adding at the end of the definition of "EBITDA" the
following:
"; PROVIDED, HOWEVER, that in any computation of EBITDA for
the second quarter of the Borrower's 2001 fiscal year (or for any four
quarter period which includes such quarter) up to $5,000,000 in
compensation-related expenses reflected in the Company's consolidated
income statement for such quarter that are associated with the
retirement by reason of disability of Xx. Xxxx X. Xxx may be
disregarded"
(b) for and during the period from the Effective Date (as
defined below) to and including the date upon which the Administrative Agent
receives the financial statements and compliance certificate required to be
delivered with respect to the second fiscal quarter of 2002
2
pursuant to subsections 13.1 and 13.2 of the Credit Agreement, by replacing in
its entirety the table of Leverage Ratios and Applicable Margins contained in
the definition of "Applicable Margin" with the following new table:
=============================================================================================================
Applicable Margin
----------------------------------------------------------------
Tranche A Loans
Revolving Credit Loans
Swing Line Loans
European Revolving Loans Tranche B Loans
------------------------------- -----------------------------
Leverage Ratio Eurocurrency Euro-currency ABR
Loans ABR Loans Loans Loans
------------------------------------------ ------------------------------- -----------------------------
Greater than or equal to 5.0 to 1.0 275 b.p. 175 b.p. 325 b.p. 225 b.p.
Greater than or equal to 4.5 to 1.0, 250 b.p. 150 b.p. 300 b.p. 200 b.p.
but less than 5.0 to 1.0
Greater than or equal to 4.0 to 1.0, 225 b.p. 125 b.p. 275 b.p. 175 b.p.
but less than 4.5 to 1.0
Greater than or equal to 3.5 to 1.0, 200 b.p. 100 b.p. 275 b.p. 175 b.p.
but less than 4.0 to 1.0
Greater than or equal to 3.0 to 1.0, 150 b.p. 50 b.p. 225 b.p. 125 b.p.
but less than 3.5 to 1.0
Greater than or equal to 2.5 to 1.0, 112.5 b.p. 25 b.p. 200 b.p. 100 b.p.
but less than 3.0 to 1.0
Less than 2.5 to 1.0 100 b.p. 25 b.p. 200 b.p. 100 b.p.
=============================================================================================================
(c) by deleting "$30,000,000" where it appears in the
definition of "Fixed Charge Coverage Ratio" and by inserting, in lieu thereof,
"$20,000,000".
(d) by deleting "14.8(j)" where it appears in the definition
of "Investment" and by inserting, in lieu thereof, "14.8(k)".
2.2. AMENDMENT TO SUBSECTION 14.1(A). Subsection 14.1(a) is hereby
amended 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:
3
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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 2.10 to 1.0
October 1, 2001 - December 31, 2001 2.15 to 1.0
January 1, 2002 - March 31, 2002 2.20 to 1.0
April 1, 2002 - June 30, 2002 2.25 to 1.0
July 1, 2002 - Thereafter 2.50 to 1.0
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2.3. AMENDMENT TO SUBSECTION 14.1(B). Subsection 14.1(b) of the
Credit Agreement is hereby amended 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:
----------------------------------------------------------------------------
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 4.75 to 1.0
July 1, 2002 - Thereafter 4.50 to 1.0
----------------------------------------------------------------------------
2.4. AMENDMENT TO SUBSECTION 14.8(K). For and during the period from
the Effective Date (as defined below) to and including June 30, 2002 only,
subsection 14.8(k) of the Credit
4
Agreement is hereby amended by replacing clause (i) in its entirety with the
following new clause (i):
"(i) the aggregate amount of all Investments (with the amount
of any Guarantee Obligations being deemed to be the amount so
guaranteed) made by the Company and its Subsidiaries in reliance upon
the provisions of this subsection 14.8(k) does not exceed $50,000,000"
and
SECTION 3. MISCELLANEOUS
3.1. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment
shall become effective (as of the date first set forth above) on the date (the
"EFFECTIVE DATE") upon which (a)the Administrative Agent shall have received
counterparts hereof, duly executed and delivered by each Borrower, the
Documentation Agent, the Administrative Agent, each Subsidiary Guarantor and the
Majority Lenders and (b) the Amendment Fee specified in Section 3.4 of this
Amendment shall have been paid.
3.2. REPRESENTATIONS AND WARRANTIES. The Company, as of the date hereof
after giving effect to the amendments 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.
3.3. 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.
3.4. AMENDMENT FEE. The Company shall pay to the Administrative Agent,
for the account of each Lender executing this Amendment on or before May 11,
2001, an amendment fee (the "AMENDMENT FEE") equal to 25 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.
3.5. 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
3.6. 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.
(End of Page)
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 CORPORATION
HEXCEL COMPOSITES S.A. (Belgium)
HEXCEL (U.K.) LIMITED
HEXCEL COMPOSITES S.A. (France)
HEXCEL COMPOSITES LIMITED
HEXCEL COMPOSITES GMBH (Austria)
HEXCEL S.A. (France)
HEXCEL COMPOSITES, S.A. (Spain)
HEXCEL FABRICS S.A.
HEXCEL COMPOSITES GMBH (Germany)
HEXCEL HOLDINGS (UK) LIMITED
By:_________________________
Name:
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:
ARCHIMEDES FUNDING II, Ltd.
By: ING CAPITAL ADVISORS LLC, as
Collateral Manager
By:
-------------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a
Lender
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
AERIES FINANCE II LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-
Managing Agent
By:
-------------------------------------------------
Name:
Title:
AMARA 2 FINANCE, LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Adviser
By:
-------------------------------------------------
Name:
Title:
THE BANK OF
NEW YORK
By:
-------------------------------------------------
Name:
Title:
BANK ONE, NA
By:
-------------------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
8
BANQUE WORMS CAPITAL
CORPORATION
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
XXXXXXXXX PARK CBO 1
By: GENERAL RE - NEW ENGLAND ASSET
MANAGEMENT, INC., as Collateral
Manager
By:
-------------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------------------
Name:
Title:
XXXXX XXXX BANK CO.,
NEW YORK
AGENCY
By:
-------------------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By:
-------------------------------------------------
Name:
Title:
CERES FINANCE LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Sub-
Managing Agent
By:
-------------------------------------------------
Name:
Title:
CREDIT LYONNAIS
NEW YORK
BRANCH
By:
-------------------------------------------------
Name:
Title:
CYPRESSTREE SENIOR FLOATING
RATE FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
-------------------------------------------------
Name:
Title:
9
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
-------------------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT
PARTNERS II, LTD.
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
-------------------------------------------------
Name:
Title:
DEUTSCHE BANK AG
NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
XXXXX XXXXX CDO III LTD.
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By:
-------------------------------------------------
Name:
Title:
XXXXX XXXXX INST. SENIOR LOAN
FUND
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By:
-------------------------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME
TRUST
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By:
-------------------------------------------------
Name:
Title:
ERSTE BANK
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title::
FIRST UNION NATIONAL BANK
By:
-------------------------------------------------
Name:
Title:
10
GALAXY CLO 1999-1, LTD.
By:
-------------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
-------------------------------------------------
Name:
Title:
GRAYSTON & CO.
By: ________________________________
Name:
Title:
GRAYSTON CLO 2001-01 LTD.
By: _______________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
NEW YORK BRANCH
By:
-------------------------------------------------
Name:
Title:
KATONAH I LTD.
By:
-------------------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By:
-------------------------------------------------
Name:
Title:
KZH ING-2 LLC
By:
-------------------------------------------------
Name:
Title:
KZH ING-3 LLC
By:
-------------------------------------------------
Name:
Title:
KZH SOLEIL 2 LLC
By:
-------------------------------------------------
Name:
Title:
------------------------------------------
Title:
11
KZH WATERSIDE LLC
By:
-------------------------------------------------
Name:
Title:
XXXXXX BANK Plc
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE
COMPANY
By:
-------------------------------------------------
Name:
Title::
XXXXXX GUARANTY TRUST
COMPANY OF
NEW YORK
By:
-------------------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR
FLOATING RATE FUND
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
-------------------------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By:
-------------------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
-------------------------------------------------
Name:
Title:
SOCIETE GENERALE
By:
-------------------------------------------------
Name:
Title::
STRATA FUNDING, LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-
Managing Agent
By:
-------------------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-------------------------------------------------
Name:
Title:
12
XXX XXXXXX SENIOR FLOATING
RATE FUND
BY: VAN KAMPAN INVESTMENT
ADVISORY CORP.
By:
-------------------------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
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:
---------------------------------------
Name:
Title:
