EX-10.1 2 a2049077zex-10_1.txt EXHIBIT 10.1 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 Mr. John J. Lee may be disregarded" 2 (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:
------------------------------------------------------------------------------------------------------------- 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: 3
---------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------
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 ----------------------------------------------------------------------------
4 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 5 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 BATTERSON 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., CHAIO TUNG BANK CO., NEW YORK AGENCY as Portfolio Manager By: By: ------------------------------------ ------------------------------- Name: Name: Title: Title: CREDIT AGRICOLE INDOSUEZ By: ------------------------------------ Name: Title: 9 CYPRESSTREE INVESTMENT EATON VANCE CDO III LTD. PARTNERS I, LTD. By: EATON VANCE MANAGEMENT, BY: CYPRESSTREE INVESTMENT as Investment Advisor MANAGEMENT COMPANY, INC., as Portfolio Manager By: ------------------------------- By: Name: ------------------------------- Title: Name: Title: EATON VANCE INST. SENIOR LOAN FUND CYPRESSTREE INVESTMENT By: EATON VANCE MANAGEMENT, PARTNERS II, LTD. as Investment Advisor BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., By: as Portfolio Manager ------------------------------- Name: By: Title: ------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: EATON VANCE 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: EATON VANCE MANAGEMENT, By: as Investment Advisor ------------------------------- Name: By: Title: ------------------------------- Name: Title: MERITA 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. MORGAN 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 VAN KAMPEN 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. CLARK-SCHWEBEL HOLDING CORP. CLARK-SCHWEBEL CORPORATION CS TECH-FAB HOLDING, INC. By: --------------------------------- Name: Title: