CREDIT AGREEMENT DATED AS OF June 27, 2013 among HEXCEL CORPORATION, and HEXCEL HOLDINGS LUXEMBOURG S.À.R.L., as Borrowers, THE LENDERS LISTED HEREIN, as Lenders, RBS CITIZENS, N.A., as Administrative Agent, RBS CITIZENS, N.A., HSBC BANK USA, NATIONAL...Credit Agreement • July 2nd, 2013 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
Pursuant to the provisions of Section 2.7B of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business [or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty].
COMPANY GUARANTYCompany Guaranty • July 2nd, 2013 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
This COMPANY GUARANTY (this “Guaranty”) is entered into as of June 27, 2013 by HEXCEL CORPORATION, a Delaware corporation (“Company” and the “Guarantor”) in favor of and for the benefit of RBS CITIZENS, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 2nd, 2013 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
This SUBSIDIARY GUARANTY (this “Guaranty”) is entered into as of June 27, 2013 by the undersigned (each a “Guarantor”, and together with any future Subsidiaries executing this Guaranty, being collectively referred to herein as the “Guarantors”) in favor of and for the benefit of RBS CITIZENS, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2013 • Hexcel Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
