AMENDMENT NO. 3 TO CREDIT AGREEMENT

EX-10.1(C) 2 a12-29199_1ex10d1c.htm EX-10.1(C)

Exhibit 10.1(c)

AMENDMENT NO. 3 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of October 16, 2012 (this “Amendment”) is made among HEXCEL CORPORATION, a Delaware corporation (the “Company”), HEXCEL HOLDINGS SASU, a société par actions simplifiée organized under the laws of France (the “Co-Borrower” and together with the Company, the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement.

RECITALS:

A. The Borrowers, Bank of America, as Administrative Agent, Issuing Lender and Swing Line Lender, and the Lenders party thereto have entered into a Credit Agreement dated as of July 9, 2010 (as amended by Amendment No. 1 to Credit Agreement dated as of January 19, 2012 and Amendment No. 2 to Credit Agreement dated as of May 25, 2012, as hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”), pursuant to which the Lenders have made available to the Borrowers revolving credit and term loan facilities with a letter of credit sublimit and a swing line sublimit.

B. The Company has entered into the Company Guaranty pursuant to which it has guaranteed the payment and performance of the obligations of the Co-Borrower under the Credit Agreement and the other Loan Documents.

C. The Subsidiary Guarantors have entered into the Subsidiary Guaranty pursuant to which each has guaranteed the payment and performance of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents.

D. The Borrowers have advised the Administrative Agent and the Lenders that they desire to further amend certain provisions of the Credit Agreement, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment.

In consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to the Credit Agreement. Subject to the terms and conditions set forth herein, the

The definition of “Asset Sale” in subsection 1.1 is amended by deleting “0.5” from clause (e) and inserting “1.0” in lieu thereof.

2. Conditions Precedent to Amendments. The effectiveness of the amendment to the Credit Agreement set forth in Section 1 above is subject to the satisfaction of the following conditions precedent:

(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed by the Borrowers, the Administrative Agent, the Subsidiary Guarantors and the Requisite Lenders; and

(b) unless waived by the Administrative Agent, all reasonable fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) in connection with this Amendment shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:

(a) After giving effect to this Amendment, the representations and warranties made by the Credit Parties in the Credit Agreement and the other Credit Documents are (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except, to the extent that such representations and warranties relate solely to an earlier date, on and as of that date).

(b) the representations and warranties of the Loan Parties contained in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth in this Section 3(a) shall be disregarded with respect to such representation and warranty for the purposes of this section.

(c) This Amendment has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, each Loan Party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

4. Consent and Confirmation of the Guarantors. The Company hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Company Guaranty, and each of the Subsidiary Guarantors hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Subsidiary Guaranty (including without limitation the continuation of the

Company’s and each such Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the waivers and amendments contemplated hereby) and the enforceability of each such Guaranty against the Company or such Subsidiary Guarantors, as the case may be, in accordance with its terms.

5. Entire Agreement. This Amendment, together with the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with subsection 10.6 of the Credit Agreement.

6. Full Force and Effect of Amendment. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, facsimile or other electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of this Amendment.

8. Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York.

9. Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

10. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and their respective successors and assignees to the extent such assignees are permitted assignees as provided in subsection 10.1 of the Credit Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWERS:

	HEXCEL CORPORATION


	By:	/s/Wayne C. Pensky
	Name:	Wayne C. Pensky
	Title:	Senior Vice President and Chief Financial Officer


	HEXCEL HOLDINGS SASU


	By:	/s/Wayne C. Pensky
	Name:	Wayne C. Pensky
	Title:	Chairman (President)

Hexcel Corporation