Exhibit 10.1
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"
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(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 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:
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Applicable Margin
----------------------------------------------------------------
Tranche A Loans
Revolving Credit Loans
Swing Line Loans
European Revolving Loans Tranche B Loans
----------------------------------------------------------------
Euro-
Leverage Ratio Eurocurrency 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:
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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
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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 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
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one and the same instrument. Any executed counterpart delivered by facsimile
transmission shall be effective as for all purposes hereof.
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 AERIES FINANCE II LTD.
Administrative Agent and Lead Arranger By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-
By: Managing Agent
------------------------------------
Name: By:
Title: -------------------------------
Name:
By: Title:
------------------------------------
Name:
Title: AMARA 2 FINANCE, LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as
CITIBANK, N.A., as Documentation Agent Sub-Adviser
and as a Lender
By:
By: -------------------------------
------------------------------------ Name:
Name: Title:
Title:
THE BANK OF NEW YORK
ARCHIMEDES FUNDING II, Ltd.
By: ING CAPITAL ADVISORS LLC, as By:
Collateral Manager -------------------------------
Name:
By: Title:
------------------------------------
Name:
Title: BANK ONE, NA
By:
CREDIT SUISSE FIRST BOSTON, as a -------------------------------
Lender Name:
Title:
By:
------------------------------------
Name: BANQUE NATIONALE DE PARIS
Title:
By:
By: -------------------------------
------------------------------------ Name:
Name: Title:
Title:
By:
-------------------------------
Name:
Title:
8
BANQUE WORMS CAPITAL CORPORATION CAPTIVA II FINANCE LTD.
By: By:
------------------------------------ -------------------------------
Name: Name:
Title: Title:
By:
------------------------------------ CERES FINANCE LTD.
Name: By: INVESCO SENIOR SECURED
Title: MANAGEMENT INC., as Sub-
Managing Agent
XXXXXXXXX PARK CBO 1
By: GENERAL RE - NEW ENGLAND ASSET By:
MANAGEMENT, INC., as Collateral -------------------------------
Manager Name:
Title:
By:
------------------------------------
Name: CREDIT LYONNAIS NEW YORK BRANCH
Title:
By:
-------------------------------
THE CHASE MANHATTAN BANK Name:
Title:
By:
------------------------------------
Name: CYPRESSTREE SENIOR FLOATING
Title: RATE FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
XXXXX XXXX BANK CO., NEW YORK AGENCY as Portfolio Manager
By: By:
------------------------------------ -------------------------------
Name: Name:
Title: Title:
CREDIT AGRICOLE INDOSUEZ
By:
------------------------------------
Name:
Title:
9
CYPRESSTREE INVESTMENT XXXXX XXXXX CDO III LTD.
PARTNERS I, LTD. By: XXXXX XXXXX MANAGEMENT,
BY: CYPRESSTREE INVESTMENT as Investment Advisor
MANAGEMENT COMPANY, INC.,
as Portfolio Manager By:
-------------------------------
By: Name:
------------------------------- Title:
Name:
Title:
XXXXX XXXXX INST. SENIOR LOAN
FUND
CYPRESSTREE INVESTMENT By: XXXXX XXXXX MANAGEMENT,
PARTNERS II, LTD. as Investment Advisor
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., By:
as Portfolio Manager -------------------------------
Name:
By: Title:
-------------------------------
Name:
Title: XXXXX XXXXX SENIOR INCOME
TRUST
By: XXXXX XXXXX MANAGEMENT,
DEUTSCHE BANK AG NEW YORK as Investment Advisor
BRANCH AND/OR CAYMAN ISLANDS
BRANCH By:
-------------------------------
By: Name:
------------------------------- Title:
Name:
Title:
ERSTE BANK
By:
------------------------------- By:
Name: -------------------------------
Title: Name:
Title:
By:
-------------------------------
Name:
Title::
FIRST UNION NATIONAL BANK
By:
-------------------------------
Name:
Title:
10
GALAXY CLO 1999-1, LTD. KATONAH I LTD.
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Title:
GENERAL ELECTRIC CAPITAL KEYBANK NATIONAL ASSOCIATION
CORPORATION
By:
By: -------------------------------
------------------------------- Name:
Name: Title:
Title:
KZH CYPRESSTREE-1 LLC
GRAYSTON & CO.
By:
By: -------------------------------
------------------------------- Name:
Name: Title:
Title:
KZH ING-2 LLC
GRAYSTON CLO 2001-01 LTD.
By:
By: -------------------------------
------------------------------- Name:
Name: Title:
Title:
KZH ING-3 LLC
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH By:
-------------------------------
By: Name:
------------------------------- Title:
Name:
Title:
KZH SOLEIL 2 LLC
By:
-------------------------------
Name:
Title:
-------------------------
Title:
11
KZH WATERSIDE LLC OXFORD STRATEGIC INCOME FUND
By: XXXXX XXXXX MANAGEMENT,
By: as Investment Advisor
-------------------------------
Name: By:
Title: -------------------------------
Name:
Title:
XXXXXX BANK Plc
By: SENIOR DEBT PORTFOLIO
------------------------------- By: BOSTON MANAGEMENT AND
Name: RESEARCH, as Investment
Title: Advisor
By: By:
------------------------------- -------------------------------
Name: Name:
Title: Title:
METROPOLITAN LIFE INSURANCE SOCIETE GENERALE
COMPANY
By:
By: -------------------------------
------------------------------- Name:
Name: Title:
Title:
STRATA FUNDING, LTD.
XXXXXX GUARANTY TRUST By: INVESCO SENIOR SECURED
COMPANY OF NEW YORK MANAGEMENT, INC., as Sub-
Managing Agent
By:
------------------------------- By:
Name: -------------------------------
Title: Name:
Title:
NORTH AMERICAN SENIOR
FLOATING RATE FUND UNION BANK OF CALIFORNIA, N.A.
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., By:
as Portfolio Manager -------------------------------
Name:
By: Title:
-------------------------------
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:
