a4464-cstmxablxamendment






  3956191v2       [Execution]    AMENDMENT NO. 3   TO AMENDED AND RESTATED CREDIT AGREEMENT    This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Amendment No. 3”), dated as of September 25, 2020, by and among Constellium Muscle Shoals LLC, a  Delaware limited liability company (f/k/a Wise Alloys LLC) (“Muscle Shoals”), Constellium Rolled Products  Ravenswood, LLC, a Delaware limited liability company (“Ravenswood”), Constellium Bowling Green LLC, a  Delaware limited liability company (f/k/a Constellium-UACJ ABS LLC) (“Bowling Green” and together with  Muscle Shoals and Ravenswood, the “Borrowers” and each, a “Borrower”), Constellium Holdings Muscle Shoals  LLC, a Delaware limited liability company (f/k/a Wise Metals Group LLC) (“Muscle Shoals Holdings”),  Constellium US Holdings I, LLC, a Delaware limited liability company (“Ravenswood Holdings”), Constellium  Property and Equipment Company, LLC, a Delaware limited liability company (“CPEC”), Wells Fargo Bank,  National Association (“Wells Fargo”), as Administrative Agent and Collateral Agent (in such capacities, the  “Administrative Agent”), and the Lenders signatory hereto, amends that certain Amended and Restated Credit  Agreement, dated as of February 20, 2019, as amended by Amendment No. 1 to Amended and Restated Credit  Agreement, dated as of May 10, 2019 and Amendment No. 2 to Amended and Restated Credit Agreement, dated  as of April 24, 2020 (the “Existing Credit Agreement”, and as amended hereby, the “Credit Agreement”), by and  among the Borrowers, Muscle Shoals Holdings, Ravenswood Holdings, CPEC, Constellium International S.A.S.  (the “Parent Guarantor”), acting as successor by merger to Constellium Holdco II B.V., the Administrative Agent,  and the Lenders from time to time party thereto.    WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders agree to make  certain amendments to the Existing Credit Agreement; and  WHEREAS, the Lenders party hereto and the Administrative Agent have so agreed, subject to the terms  and conditions set forth herein.  NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions  contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto hereby agree to enter into this Amendment No. 3.  1. Definitions.  (a) Additional Definitions.  The Credit Agreement and the other Loan Documents shall be deemed  and are hereby amended to include, in addition and not in limitation, the following defined terms:  "Amendment No. 3" means Amendment No. 3 to Amended and Restated Credit Agreement,  dated September 25, 2020, by and among Administrative Agent, Lenders, and Loan Parties, as the same  now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or  replaced.  “Amendment No. 3 Fees” shall have the meaning set forth in Section 5 of Amendment No. 3.  "Amendment No. 3 Effective Date" means the first date on which the conditions precedent set  forth in Section 3 of Amendment No. 3 are satisfied in accordance with Section 3 of Amendment No. 3  “Sanctioned Country” means a country or territory which is the subject or target of any Sanctions.  





 






  2  3956191v2  (b) Amendments to Definitions. The definition of the term “Term Loan Commitment Expiration  Date” as set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the  following:  “Term Loan Commitment Expiration Date” means May 1, 2021.  (c) Interpretation.  For purposes of this Amendment No. 3, all terms used herein which are not  otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the  respective meanings assigned thereto in the Credit Agreement as amended by this Amendment No. 3.  2. Term Loans.    (a) Section 2.15(b) of the Credit Agreement is hereby amended by deleting the reference to “January  1, 2021” in the first sentence thereof and replacing it with the following:  “July 1, 2021”.  (b) Section 2.12(g) of the Credit Agreement is hereby amended to add the following at the end  thereof:    The Borrowers agree to pay (or cause to be paid) to the Administrative Agent, for the account of  each of the Term Loan Lenders in accordance with the agreements among them (as applicable), a funding  fee equal to 0.30% of the aggregate principal amount of Term Loans funded by such Term Loan Lender  on each Term Loan Funding Date (the “Term Loan Commitment Fee”), which Term Loan Commitment  Fee shall be earned and due and payable in full on each such Term Loan Funding Date.  (c) Section 3 of the Amendment No. 2 Fee Letter is hereby deleted in its entirety and replaced with  the following:  “[reserved].”  3. Conditions Precedent to Amendment. The amendments set forth in Sections 1 and 2 shall become  effective as of the date on which all of the following conditions precedent have been satisfied:  (a) Administrative Agent shall have received each of the following documents, in form and substance  reasonably satisfactory to Administrative Agent, duly executed and delivered, and each such document shall be in  full force and effect:  (i) this Amendment No. 3 executed and delivered by duly authorized officers of each Loan  Party, the Lenders and the Administrative Agent;   (ii) the consent and reaffirmation agreement, substantially in the form of Exhibit A attached  hereto (the "Consent and Reaffirmation"), executed and delivered by the Parent Guarantor;  (iii) the Amendment No. 3 Fee Letter executed and delivered by the Borrowers;  (b) no material adverse change in the business, property, operations or condition of the Borrowers  and their respective Subsidiaries, taken as a whole (other than resulting from any event, development or  circumstance related to the COVID-19 pandemic that was disclosed in writing to the Administrative Agent and  Lenders, or otherwise publicly disclosed, in each case, on or prior to April 10, 2020), or the validity or  enforceability of any of the material Loan Documents or the rights and remedies of Administrative Agent and  Lenders thereunder shall have occurred since December 31, 2019;   (c) no Defaults or Events of Default under any of the Loan Documents shall exist or have occurred  on the Amendment No. 3 Effective Date; and  





 






  3  3956191v2  (d) Borrowers shall have paid, or shall concurrently pay, costs, Fees (including all of the Fees  referred to herein and in the Amendment No. 3 Fee Letter which are due and payable on the Amendment No. 3  Effective Date) and expenses due and payable on the Amendment No. 3 Effective Date, provided, that for costs  and expenses, invoices, shall have been delivered to Borrowers not less than three (3) Business Days prior to the  Amendment No. 3 Effective Date.  4. Representations and Warranties.  Each Loan Party party hereto hereby represents and warrants that,  as of the date hereof and as of the Amendment No. 3 Effective Date:  (a) this Amendment No. 3 and the Credit Agreement constitute the legal, valid and binding  obligation of such Loan Party, enforceable against such Loan Party in accordance with their respective terms,  subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other  similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such  enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair  dealing;  (b) the execution, delivery and performance of this Amendment No. 3 and its performance of the  Credit Agreement have been duly authorized by all necessary corporate, stockholder, partnership or limited  liability company action, and do not and will not: (i) violate (A) any provision of law, statute, rule or regulation,  or of the certificate or articles of incorporation or other constitutive documents (including any partnership, limited  liability company or operating agreements) or bylaws of such Loan Party, (B) any applicable order of any court or  any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of  designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which  any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute  (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or  acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such  indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict,  violation, breach or default referred to in clause (i) or (ii) of this Section 3(b), would reasonably be expected to  have, individually or in the aggregate a Material Adverse Effect, or (iii) result in the creation or imposition of any  Lien upon or with respect to any property or assets now owned or hereafter acquired by any such Loan Party,  other than the Liens created by the Loan Documents and Permitted Liens;  (c) as of the Amendment No. 3 Effective Date, the information included in the Beneficial Ownership  Certification is true and correct in all respects; and  (d) after giving effect to this Amendment No. 3, (i) no Default or Event of Default has occurred and  is continuing and (ii) each representation and warranty of such Loan Party contained in the Credit Agreement and  in each other Loan Document to which it is a party is true and correct in all material respects (without duplication  of any materiality qualifier contained therein), except to the extent that such representation or warranty expressly  relates to an earlier date (in which event such representation or warranty is true and correct in all material respects  (without duplication of any materiality qualifier contained therein) as of such earlier date).  5. Amendment Fee.  Borrowers shall pay (or cause to be paid) to the Administrative Agent, for the  account of each of the Term Loan Lenders in accordance with the agreements among them (as applicable),  closing fees (the “Amendment No. 3 Fees”) in an aggregate amount equal to 0.075% multiplied by the aggregate  amount of Term Loan Commitments for the Term Facility on the Amendment No. 3 Effective Date.  The entire  amount of the Amendment No. 3 Fees will be fully earned and shall be due and payable in full in cash on the  Amendment No. 3 Effective Date.  6. Ratification.  Each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance  obligations, contingent or otherwise, under each of the Credit Agreement and each other Loan Document to which  





 






  4  3956191v2  it is a party, (b) ratifies and reaffirms the grant of liens or security interests over its property pursuant to the Loan  Documents and confirms that such liens and security interests continue to secure the ABL Finance Obligations,  (c) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan  Documents and (d) agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any  Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any  obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit  Agreement with respect to any amendment, consent or waiver with respect to the Credit Agreement or other Loan  Documents.  7. Miscellaneous.  (a) Headings.  The various headings of this Amendment No. 3 are inserted for convenience of  reference only, are not part of this Amendment No. 3 and shall not affect the meaning or interpretation of this  Amendment No. 3 or any provisions hereof.  (b) Counterparts.  This Amendment No. 3, any documents executed in connection herewith and any  notices delivered under this Amendment No. 3 or the Credit Agreement, may be executed by the parties hereto by  means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National  Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable  electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual  signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes  have the same validity, legal effect, and admissibility in evidence as an original manual signature.  Administrative  Agent reserves the right, in its reasonable discretion, to accept, deny, or condition acceptance of any electronic  signature on this Amendment No. 3 or on any notice delivered to Administrative Agent under this Amendment  No. 3.  This Amendment No. 3 and any notices delivered hereunder and under the other Loan Documents may be  executed in any number of counterparts, each of which shall be deemed to be an original, and all of which when  taken together shall be deemed to be one and the same instrument.  Delivery of an executed counterpart of a  signature page of this Amendment No. 3 and any notices as set forth herein will be as effective as delivery of a  manually executed counterpart of Amendment No. 3 or notice.  (c) Interpretation.  No provision of this Amendment No. 3 shall be construed against or interpreted to  the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such  party’s having or being deemed to have structured, drafted or dictated such provision.  (d) Governing Law.   THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD  TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE  APPLICATION OF LAWS OF ANOTHER JURISDICTION) SHALL GOVERN ALL MATTERS  ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO, THIS AMENDMENT NO. 3.  (e) Effect.  Except as expressly provided in this Amendment No. 3, all of the terms, conditions and  provisions of the Existing Credit Agreement and the other Loan Documents shall remain the same.  This  Amendment No. 3 shall constitute a Loan Document for purposes of the Credit Agreement.  (f) No Other Waiver.  Except as specifically set forth in this Amendment No. 3, the execution,  delivery and effectiveness of this Amendment No. 3 shall not (a) limit, impair, constitute a waiver by, or  otherwise affect any right, power or remedy of, the Administrative Agent or any Lender under the Credit  Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Credit Agreement or any  other Loan Document or of any Default or Event of Default that may have occurred and be continuing or (c) alter,  modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained  in the Credit Agreement or in any of the other Loan Documents, all of which are ratified and affirmed in all  respects and shall continue in full force and effect.  





 






  5  3956191v2  [SIGNATURE PAGES FOLLOW] 





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the day and  year first above written.  CONSTELLIUM HOLDINGS MUSCLE SHOALS  LLC      By: /s/ Terrence Woods   Name: Terrence Woods  Title: Chief Financial Officer  CONSTELLIUM MUSCLE SHOALS LLC      By: /s/ Terrence Woods   Name: Terrence Woods  Title: Chief Financial Officer  CONSTELLIUM US HOLDINGS I, LLC    By:  /s/ Ryan Wentling   Name: Ryan Wentling  Title: Chief Financial Officer  CONSTELLIUM ROLLED PRODUCTS  RAVENSWOOD, LLC      By: /s/ Derek Scantlin   Name: Derek Scantlin  Title: Chief Financial Officer  CONSTELLIUM BOWLING GREEN LLC      By: /s/ Mathieu Hiriart   Name: Mathieu Hiriart  Title: Chief Financial Officer  CONSTELLIUM PROPERTY AND  EQUIPMENT COMPANY, LLC      By: /s/ Rina E. Teran   Name: Rina E. Teran  Title: Vice President and Secretary  





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  WELLS FARGO BANK, NATIONAL  ASSOCIATION, as Administrative Agent, Collateral  Agent, L/C Issuer, Swing Line Lender and Lender    By: /s/ Marc J. Breier   Name: Marc J. Breier   Title: Authorized Signatory  





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  BANK OF AMERICA, N.A.,  as Lender      By:  /s/ Douglas Cowan   Name: Douglas Cowan  Title: Senior Vice President                                    





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  DEUTSCHE BANK AG NEW YORK BRANCH,  as Lender      By: /s/ Michael Strobel   Name: Michael Strobel  Title: Vice President  By: /s/ Philip Tancorra   Name: Philip Tancorra  Title: Vice President  





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement          GOLDMAN SACHS BANK USA,  as Lender      By: /s/ Mahesh Mohan   Name: Mahesh Mohan  Title: Authorized Signatory                         





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  JPMORGAN CHASE BANK, N.A.,  as Lender      By: /s/ James Shender   Name: James Shender  Title: Executive Director                         





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  BMO HARRIS BANK N.A.,  as Lender      By: /s/ Quinn Heiden    Name: Quinn Heiden   Title: Managing Director   





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  BARCLAYS BANK PLC,  as Lender      By: /s/ Craig Malloy    Name: Craig Malloy   Title: Director   





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  HSBC BANK USA, N.A.,  as Lender      By: /s/ Frederic Fournier   Name: Frederic Fournier  Title: Senior Vice President  





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  CITIBANK, N.A.,  as Lender      By: /s/ Sumeet Singal   Name: Sumeet Singal  Title: Vice President  





 






  Signature Page to Amendment No. 3  to Amended and Restated Credit Agreement  CREDIT SUISSE AG, CAYMAN ISLANDS  BRANCH, as Lender      By: /s/ William O’Daly   Name: William O’Daly  Title: Authorized Signatory  By: /s/ D. Andrew Maletta   Name: D. Andrew Maletta  Title: Authorized Signatory                                     





 






  3956191v2  EXHIBIT A  Consent and Reaffirmation  Constellium International S.A.S. (the “Parent Guarantor”) hereby acknowledges receipt of a copy of  the foregoing Amendment No. 3 dated as of the date hereof (the “Amendment No. 3”) by and among  Constellium Muscle Shoals LLC (f/k/a Wise Alloys LLC) (“Muscle Shoals”), Constellium Rolled Products  Ravenswood, LLC (“Ravenswood”), Constellium Bowling Green LLC (f/k/a Constellium-UACJ ABS LLC)  (“Bowling Green” and together with Muscle Shoals and Ravenswood, the “Borrowers” and each, a  “Borrower”), Constellium Holdings Muscle Shoals LLC (f/k/a Wise Metals Group LLC) (“Muscle Shoals  Holdings”), Constellium US Holdings I, LLC (“Ravenswood Holdings”), Constellium Property and Equipment  Company, LLC (“CPEC”), Wells Fargo Bank, National Association, as Administrative Agent and Collateral  Agent (in such capacities, the “Administrative Agent”), and the Lenders signatory thereto, amending that  certain Amended and Restated Credit Agreement, dated as of February 20, 2019 and as amended by  Amendment No. 1 thereto, dated May 10, 2019 and Amendment No. 2 thereto, dated April 24, 2020 (the  “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Amendment No. 3, and as  further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by  and among the Borrowers, Muscle Shoals Holdings, Ravenswood Holdings, CPEC, the Administrative Agent,  and the Lenders from time to time party thereto.  Capitalized terms used herein and not otherwise defined  herein shall have the meanings ascribed to such terms in the Credit Agreement.    The Parent Guarantor hereby (1) ratifies and reaffirms all of its obligations and covenants, including,  without limitation, the ABL Credit Obligations applicable to it, under the Credit Agreement, provided, that,  notwithstanding anything to the contrary set forth in the Credit Agreement, the “ABL Credit Obligations” of  Parent Guarantor under the Credit Agreement shall not include Term Loan A-2 Obligations, (2) ratifies and  reaffirms all of its obligations and covenants under that certain Amended and Restated Guarantee and  Collateral Agreement, dated as of February 20, 2019 (as amended, restated, supplemented or otherwise  modified from time to time, the “Guarantee and Collateral Agreement”), by and among the Borrowers, Muscle  Shoals Holdings, Ravenswood Holdings, CPEC, the Parent Guarantor, the Administrative Agent and each  subsidiary of a Borrower identified therein, provided, that, notwithstanding anything to the contrary set forth in  the Guarantee and Collateral Agreement, the  “Obligations” and “Guaranteed Obligations” of Parent Guarantor  thereunder shall not include Term Loan A-2 Obligations, (3) agrees that neither such ratification and  reaffirmation provided for in clauses (1) and (2), nor the Administrative Agent’s or any Lender’s solicitation of  such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition  requiring a similar or any other ratification or reaffirmation from the Parent Guarantor with respect to any  subsequent modifications to the Credit Agreement or the other Loan Documents, (4) agrees that none of the  terms and conditions of the Amendment No. 3 shall limit or diminish its payment and performance obligations,  contingent or otherwise, under the Credit Agreement and the Guarantee and Collateral Agreement and (5)  agrees that both the Credit Agreement and the Guarantee and Collateral Agreement, as modified by the  provisos in clauses (1)  and (2) above, remain in full force and effect and each is hereby reaffirmed, ratified  and confirmed.          Dated: September ___, 2020    [Signature Page Follows]    





 






  Schedule 2-1  (Amendment No. 3 to Amended and Restated Credit Agreement)  3956191v2  CONSTELLIUM INTERNATIONAL S.A.S.,   as Parent Guarantor  By:_____________________________________  Name:   Title: