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                                                                   EXHIBIT 10.66

                                                                  EXECUTION COPY

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                        INTERCREDITOR & AGENCY AGREEMENT


                           dated as of March 19, 2003


                                  by and among

                                  HSBC BANK USA
                           as Joint Collateral Agent,

                            FLEET CAPITAL CORPORATION
                   as Intercreditor Agent and Security Trustee

                            FLEET CAPITAL CORPORATION
                        as Existing Credit Facility Agent

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                                   as Trustee

                                       and

                            ALL OTHER FACILITY AGENTS
                         FROM TIME TO TIME PARTY HERETO

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                                TABLE OF CONTENTS

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<S>                                                                                                              <C>
ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION................................................................2

   Section 1.1   Definitions......................................................................................2
   Section 1.2   Principles of Construction.......................................................................3

ARTICLE 2. INTERCREDITOR RELATIONS................................................................................4

ARTICLE 3. INTERCREDITOR AGENT AND SECURITY TRUSTEE...............................................................4

   Section 3.1   Appointment of Intercreditor Agent and Security Trustee; Powers and Immunities...................4
   Section 3.2   Recourse of Foreign Subsidiary Equity Secured Parties............................................5
   Section 3.3   Reliance by Intercreditor Agent and Security Trustee.............................................5
   Section 3.4   Events of Default; Documents and Communications..................................................6
   Section 3.5   Actions With Respect to the Collateral...........................................................7
   Section 3.6   Resignation or Removal of Intercreditor Agent and Security Trustee...............................8
   Section 3.7   Authorization; Release of Liens; Amendment.......................................................9
   Section 3.8   Limitations on the Responsibility of Intercreditor Agent and Security Trustee...................10
   Section 3.9   The Intercreditor Agent and Security Trustee and the Foreign Subsidiary Equity Secured Parties..11
   Section 3.10  Intercreditor Agent and Security Trustee as a Foreign Subsidiary Equity Secured Party...........12
   Section 3.11  Expenses and Indemnification by Foreign Subsidiary Equity Secured Parties.......................12

ARTICLE 4. ADMINISTRATION OF THE FOREIGN SUBSIDIARY EQUITY COLLATERAL............................................12

ARTICLE 5. APPLICATION OF PROCEEDS...............................................................................13

ARTICLE 6. JOINDER...............................................................................................14

ARTICLE 7. MISCELLANEOUS.........................................................................................14

   Section 7.1   Successors and Assigns..........................................................................14
   Section 7.2   Delay and Waiver................................................................................14
   Section 7.3   Costs and Expenses..............................................................................14
   Section 7.4   Notices.........................................................................................14
   Section 7.5   Headings........................................................................................16
   Section 7.6   Counterparts....................................................................................16
   Section 7.7   Governing Law...................................................................................16
   Section 7.8   Consent to Jurisdiction.........................................................................16
   Section 7.9   Waiver of Jury Trial............................................................................16
   Section 7.10  Entire Agreement................................................................................16
   Section 7.11  Severability....................................................................................17
   Section 7.12  Consent to License Agreement....................................................................17
   Section 7.13  Qualified Credit Facility.......................................................................17
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                        INTERCREDITOR & AGENCY AGREEMENT

          This INTERCREDITOR & AGENCY AGREEMENT, dated as of March 19, 2003 (as
     the same may be amended, modified or supplemented from time to time, this
     "AGREEMENT"), is by and among: (i) HSBC BANK USA, as Joint Collateral Agent
     (together with its successors and assigns, the "JOINT COLLATERAL AGENT")
     under the Collateral Agency Agreement (as defined below), (ii) FLEET
     CAPITAL CORPORATION, as Intercreditor Agent and Security Trustee (as
     defined in Section 3.1 below) with respect to the Foreign Subsidiary Equity
     Collateral (as defined below) and the Intercompany Obligations (as defined
     below), (iii) FLEET CAPITAL CORPORATION, as Administrative Agent (together
     with its successors and assigns, the "EXISTING CREDIT FACILITY AGENT")
     under the Existing Credit Facility (as defined below), (iv) WELLS FARGO
     BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee (the "TRUSTEE") and (v)
     each other Credit Facility Agent (as defined in the Indenture which term
     shall include the Existing Credit Facility Agent) hereafter arising.

                                    RECITALS

          WHEREAS, pursuant to the Indenture, dated of even date herewith (as
     the same may be amended, modified or supplemented from time to time, the
     "INDENTURE"), by and between Hexcel Corporation (the "COMPANY") and Wells
     Fargo Bank Minnesota, National Association, as Trustee for the benefit of
     the holders of the Notes under the Indenture, contemporaneously herewith
     the Company will issue $125,000,000 of it 9.875% Senior Secured Notes due
     2008;

          WHEREAS, pursuant to the Indenture, the Company may, subject to the
     requirements thereof, designate additional obligations as Parity Lien Debt
     (as defined in the Indenture);

          WHEREAS, pursuant to the Collateral Agency Agreement (the "COLLATERAL
     AGENCY AGREEMENT") of even date herewith among the Joint Collateral Agent,
     the Company, the Trustee and the representatives of the holders of Parity
     Lien Debt who become a party thereto (such representatives, the "PARITY
     LIEN REPRESENTATIVES"), the Joint Collateral Agent has been appointed to
     act as agent for the Trustee and the Parity Lien Representatives and to
     enter into this Agreement; and

          WHEREAS, pursuant to the Credit and Guaranty Agreement, dated as of
     the date hereof (as the same may be amended, modified or supplemented from
     time to time, the "EXISTING CREDIT FACILITY"), among the Company, the
     Existing Credit Facility Agent, the other parties listed on the signature
     pages thereto and the lenders party thereto, the Existing Credit Facility
     Agent has been appointed to act as agent for the holders of Credit Facility
     Obligations (as defined in the Indenture) relating to the Existing Credit
     Facility and as secured party for the benefit of the holders of Credit
     Facility Obligations;

          WHEREAS, pursuant to the Indenture the Company may become a party to
     additional Qualified Credit Facilities on the terms and conditions
     specified in the

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     Indenture;

          WHEREAS, pursuant to the Indenture and subject to the terms thereof:
     (i) to the extent (and only to the extent) attaching to Foreign Subsidiary
     Collateral and proceeds thereof, all valid, enforceable and perfected Note
     Liens, all valid, enforceable and perfected Parity Liens and all valid,
     enforceable and perfected Liens securing Obligations under a Qualified
     Credit Facility, in each case whenever granted, will rank Equally and
     Ratably (as defined in the Indenture), and (ii) to the extent (and only to
     the extent attributable to Foreign Subsidiary Collateral or the proceeds
     thereof), the proceeds of all such valid, enforceable and perfected Note
     Liens, Parity Liens and Liens securing Obligations under a Qualified Credit
     Facility upon (and only upon) Foreign Subsidiary Collateral and proceeds
     thereof shall be allocated and distributed Equally and Ratably (as defined
     in the Indenture) on account of the Note Obligations, Parity Lien
     Obligations and Obligations under a Qualified Credit Facility;

          WHEREAS, to comply with certain requirements of foreign law, the Joint
     Collateral Agent, the Existing Credit Facility Agent and each other Credit
     Facility Agent desires to appoint Fleet Capital Corporation as
     Intercreditor Agent and Security Trustee with respect to the Foreign
     Subsidiary Equity Collateral (and not any other Foreign Subsidiary
     Collateral or other property) on the terms and conditions set forth herein;

          WHEREAS, the parties herein desire to provide for the Intercreditor
     Agent and Security Trustee to hold the Pledged Instruments for the purpose
     of perfecting the security interests of the Foreign Subsidiary Equity
     Secured Parties;

          NOW THEREFORE, in consideration of the premises, covenants and
     agreements as herein set forth and for other good and valuable
     consideration, the receipt and adequacy of which are hereby acknowledged,
     the parties hereto hereby agree as follows:

                                    AGREEMENT

                                   ARTICLE 1.
                     DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     Section 1.1   DEFINITIONS. Except as otherwise expressly provided herein,
capitalized terms used in this Agreement shall have the meanings given in the
Indenture, in each case in effect on the date hereof. As used herein, the
following terms shall have the following meanings:

          "Agent" means each of the Joint Collateral Agent, the Trustee, each
     Parity Lien Representative, the Existing Credit Facility Agent and each
     other Credit Facility Agent.

          "Credit Documents" means the Indenture, each indenture or other
     agreement governing any Parity Lien Debt, the Existing Credit Facility, the
     credit agreement (or similar agreement) governing any other Qualified
     Credit Facility and shall include all guarantees of any of the foregoing.

          "Default" and "Event of Default" means a "Default" or "Event of
     Default" under,

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     and as defined in, any of the Credit Documents.

          "Foreign Security Documents" means this Agreement, the UK Security
     Trust Deed, the UK Share Charge and the French Share Pledge and any other
     document or agreement (other than the Pledge and Security Agreement entered
     into in connection with the Indenture and the Security Agreement entered
     into in connection with the Existing Credit Facility) pursuant to which any
     equity interest in a Foreign Subsidiary is pledged for the benefit of any
     Foreign Subsidiary Equity Secured Party.

          "Foreign Subsidiary Equity Secured Parties" means each Agent and the
     holders from time to time of any of the Secured Obligations.

          "Foreign Subsidiary Equity Collateral" means equity interests (only)
     in Foreign Subsidiaries constituting Foreign Subsidiary Collateral.

          "French Share Pledge" means the Pledge Over a Securities Account
     (COMPTE D'INSTRUMENTS FINANCIERS) dated as of the date hereof among the
     Company and Fleet Capital Corporation as intercreditor agent.

          "Joinder Agreement" means an agreement in substantially the form of
     Exhibit A hereto.

          "Pledged Instruments" means any "instruments" (as defined in Article 9
     of the New York UCC) representing any Foreign Subsidiary Collateral
     constituting any intercompany loan or other claims against Foreign
     Subsidiaries owned by the Company or any Domestic Subsidiary.

          "Qualified Credit Facility" means the Existing Credit Facility or any
     other Credit Facility that refunds, refinances, replaces, renews, repays or
     extends the Existing Credit Facility in accordance with the terms of the
     Existing Credit Facility.

          "Secured Obligations" means Note Obligations, any Parity Lien
     Obligations, all Credit Facility Obligations and all obligations hereunder
     or under any other Foreign Security Document (including, without
     limitation, any guarantees of any of the foregoing).

          "UK Share Charge" means the Share Charge dated as of the date hereof
     among the Company as chargor and Fleet Capital Corporation as security
     trustee.

          "UK Security Trust Deed" means the Security Trust Deed dated as of the
     date hereof among the Company, Fleet Capital Corporation as security
     trustee, HSBC Bank USA as Joint Collateral Agent, Fleet Capital Corporation
     as existing credit facility agent each other Credit Facility Agent (as
     defined in the Indenture) thereafter arising.

     Section 1.2   PRINCIPLES OF CONSTRUCTION. Except as otherwise expressly
provided herein, the principles of construction set forth in Section 1.04 of the
Indenture shall apply to this Agreement.

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                                   ARTICLE 2.
                             INTERCREDITOR RELATIONS

          Each party hereto expressly agrees to be bound by the provisions of
Article 13 of the Indenture, as in effect on the date hereof, which are
incorporated herein by reference. The Trusteee represents, warrants,
acknowledges and agrees on behalf of itself and the noteholders, the Existing
Credit Facility Agent represents, warrants, acknowledges and agrees on behalf of
itself and the lenders, each Parity Lien Representative represents, warrants,
acknowledges and agrees on behalf of itself and the holders of Parity Lien Debt
and each other Credit Facility Agent represents, warrants, acknowledges and
agrees on behalf of itself and the holders of Obligations under such Qualified
Credit Facility (a) that the obligations and responsibilities of each Agent set
forth in such Article 13 apply to each of the Foreign Subsidiary Equity Secured
Parties that each such Agent represents to the same extent and with the same
effect as if each such Foreign Subsidiary Equity Secured Party were the
applicable Agent thereunder and (b) that each such Agent is authorized to enter
into this Agreement by, and on behalf of, the Foreign Subsidiary Equity Secured
Parties that it represents and that this Agreement is binding on each of the
Foreign Subsidiary Equity Secured Parties. Further, such Article 13 shall be
enforceable by each Agent hereunder. Notwithstanding the foregoing and subject
to the provisions of Article 13 of the Indenture, this Agreement shall not
prevent any Agent hereunder from enforcing its rights under any other documents
or agreement with respect to any Collateral, other than with respect to any
Foreign Subsidiary Equity Collateral.

                                   ARTICLE 3.
                    INTERCREDITOR AGENT AND SECURITY TRUSTEE

     Section 3.1   APPOINTMENT OF INTERCREDITOR AGENT AND SECURITY TRUSTEE;
POWERS AND IMMUNITIES.

          (a)      Each Agent hereby irrevocably appoints and authorizes Fleet
Capital Corporation (together with its successors and assigns in such capacity,
the "INTERCREDITOR AGENT AND SECURITY TRUSTEE") to act as its agent hereunder
and under the Foreign Security Documents in each case for the benefit of the
Foreign Subsidiary Equity Secured Parties, with such powers as are expressly
delegated to the Intercreditor Agent and Security Trustee by the terms of this
Agreement and the Foreign Security Documents. Without limiting the generality of
the foregoing, the Intercreditor Agent and Security Trustee shall, subject to
the terms hereof and of the Foreign Security Documents: (i) execute, deliver and
perform each of the Foreign Security Documents and receive the grant of the
security interests under the Foreign Security Documents for the benefit of the
Foreign Subsidiary Equity Secured Parties, (ii) hold, manage, receive, endorse
and collect on any Foreign Subsidiary Equity Collateral and Pledged Instruments,
(iii) take all lawful and commercially reasonable actions that the Intercreditor
Agent and Security Trustee may deem necessary or advisable to protect or
preserve the Foreign Subsidiary Equity Collateral, the Pledged Instruments or
the security interest of the Intercreditor Agent and Security Trustee therein
for the benefit of the Foreign Subsidiary Equity Secured Parties, (iv) deliver
and receive notices pursuant to the Foreign Security Documents, (v) sell,
assign, foreclose on, institute legal proceedings with respect to, or otherwise
exercise the rights and remedies of a secured party with respect to the Foreign
Subsidiary Equity Collateral and (vi) release or terminate the security
interests as provided herein. In addition, for purposes of

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perfecting their respective security interests in any Pledged Instruments
granted to each Agent under their respective security documents, each such Agent
hereby appoints the Intercreditor Agent and Security Trustee to hold such
Pledged Instruments as its agent hereunder. The execution of this Agreement by
the Intercreditor Agent and Security Trustee shall be deemed an acceptance by
the Intercreditor Agent and Security Trustee of the appointments made under this
SECTION 3.1 and an agreement to act as agent on behalf of each of the Agents.
The Intercreditor Agent and Security Trustee shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the
Foreign Security Documents.

          (b)      Notwithstanding anything to the contrary contained herein,
the role of the Intercreditor Agent and Security Trustee shall be limited to any
Foreign Subsidiary Equity Collateral and the Pledged Instruments and shall not
extend to any other Foreign Subsidiary Collateral or any other property or asset
of the Company or any other Obligor.

          (c)      Notwithstanding anything to the contrary contained herein,
the Intercreditor Agent and Security Trustee shall not be required to take any
action (i) which is contrary to this Agreement or the Foreign Security Documents
or (ii) which is contrary to applicable law.

     Section 3.2   RECOURSE OF FOREIGN SUBSIDIARY EQUITY SECURED PARTIES. Each
of the Foreign Subsidiary Equity Secured Parties acknowledges and agrees that
the Intercreditor Agent and Security Trustee shall have no obligation to take
any action, or refrain from taking any action, except upon instructions from any
Agent in accordance with Section 3.3 hereof. Nothing contained herein shall
restrict the Foreign Subsidiary Equity Secured Parties' rights to pursue
remedies, by proceedings in law and equity, to collect principal or interest due
under any of the Credit Documents, as applicable, or to enforce payments under
and the performance of and provisions of any of the Credit Documents, as
applicable, to the extent that such remedies do not relate to the Foreign
Subsidiary Equity Collateral or interfere with the Intercreditor Agent and
Security Trustee's right to take action hereunder or under the Foreign Security
Documents.

     Section 3.3   RELIANCE BY INTERCREDITOR AGENT AND SECURITY TRUSTEE. Any
request, demand, authorization, direction, notice, consent, waiver or other
action permitted or required by this Agreement to be given or taken by the
Foreign Subsidiary Equity Secured Parties, may be and, at the request of the
Intercreditor Agent and Security Trustee, shall be embodied in and evidenced by
one or more instruments satisfactory in form to the Intercreditor Agent and
Security Trustee and signed by or on behalf of the Foreign Subsidiary Equity
Secured Parties and, except as otherwise expressly provided in any such
instrument, any such action shall become effective when such instrument or
instruments shall have been delivered to the Intercreditor Agent and Security
Trustee. The instrument or instruments evidencing any action (and the action
embodied therein and evidenced thereby) are sometimes referred to herein as an
"Act" of the persons signing such instrument or instruments. The Intercreditor
Agent and Security Trustee shall be entitled to rely absolutely upon an Act of
any of the Foreign Subsidiary Equity Secured Parties if such Act purports to be
taken by or on behalf of any of the Foreign Subsidiary Equity Secured Parties,
as applicable (including any cable, telegram, telecopy or telex). Nothing in
this Section 3.3 or elsewhere in this Agreement shall be construed to require
the Intercreditor Agent and Security Trustee to demonstrate that it has been
authorized by the Foreign Subsidiary Equity Secured Parties to take any action
which it purports to be taking, the

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Intercreditor Agent and Security Trustee being entitled to rely conclusively,
and being fully protected in so relying, on any Act of the Foreign Subsidiary
Equity Secured Parties. Further, the Intercreditor Agent and Security Trustee
shall be entitled to absolutely rely upon any judicial order or judgment, any
advice or statements of legal counsel, independent consultants and other experts
selected by it in good faith and without gross negligence or willful misconduct
or upon any certification, instruction, notice or other writing delivered to it
in compliance with the provisions of this Agreement. Nothing in this Section 3.3
or elsewhere in this Agreement shall be construed to require the Intercreditor
Agent and Security Trustee to demonstrate that it has been authorized by same to
take any action which it purports to be taking, the Intercreditor Agent and
Security Trustee being entitled to rely conclusively, and being fully protected
in so relying, on such judicial order or judgment, or advice or statements of
such legal counsel, independent consultants or other experts selected by it in
good faith and without gross negligence or willful misconduct or upon any
certification, instruction, notice or other writing delivered to it in
compliance with the provisions of this Agreement.

     Section 3.4   EVENTS OF DEFAULT; DOCUMENTS AND COMMUNICATIONS.

          (a)      The Intercreditor Agent and Security Trustee shall not be
deemed to have knowledge or notice of the occurrence of a Default or an Event of
Default unless (i) the Intercreditor Agent and Security Trustee has received
notice from an Agent or a Obligor referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "Notice of
Default", or (ii) the Intercreditor Agent and Security Trustee otherwise has
actual knowledge of the occurrence of a Default or an Event of Default.

          (b)      Each Agent will be bound by the notice provisions of
Section 13.04 of the Indenture. In addition, in the event of an enforcement
action, if the Intercreditor Agent and Security Trustee receives notice from an
Agent or a Obligor of the occurrence of a Default or an Event of Default, the
Intercreditor Agent and Security Trustee shall give prompt written notice
thereof to each of the other Agents and the Company (unless such notice is
delivered by the Company). If the Intercreditor Agent and Security Trustee
otherwise obtains actual knowledge of the occurrence of a Default or an Event of
Default in the event of an enforcement action, the Intercreditor Agent and
Security Trustee shall provide written notice thereof to each of the Agents. The
Intercreditor Agent and Security Trustee shall also promptly forward to the
Joint Collateral Agent and each other Credit Facility Agent a copy of each
document, notice, certificate, instruction or other communication received by
the Intercreditor Agent and Security Trustee from any Obligor or any other party
hereto.

          (c)      Any Agent shall have the right to direct the Intercreditor
Agent and Security Trustee to commence foreclosure actions or otherwise exercise
remedies available to it with respect to the Foreign Subsidiary Equity
Collateral if an Event of Default shall have occurred and is then continuing
with respect to such Agent's Credit Document (such direction a "FORECLOSURE
DIRECTION"). With respect to the Note Obligations and the Parity Lien
Obligations this right may be exercised by either the Joint Collateral Agent,
the Trustee or any Parity Lien Representative. The Intercreditor Agent and
Security Trustee shall give each Agent and the Company prompt written notice of
the receipt of any Foreclosure Direction. The Intercreditor Agent and Security
Trustee will take such action with respect to the Foreign Subsidiary Equity
Collateral as directed by a vote of a majority of the holders (all voting as a
single class) of (i) the

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principal amount of all Indebtedness constituting Credit Facility Obligations,
Notes and Parity Lien Debt outstanding (the "MAJORITY HOLDERS"). Such Majority
Holders may direct the time, method and place of conducting any proceeding for
any right or remedy available to the Intercreditor Agent and Security Trustee,
or of exercising any trust or power conferred on the Intercreditor Agent and
Security Trustee, or for the appointment of a receiver, or to direct the taking
or refraining from taking any action authorized by this Agreement or any Foreign
Security Document; provided that such direction shall not conflict with any
provision of law or this Agreement. The Intercreditor Agent and Security Trustee
shall have the right to decline to follow any such direction if the
Intercreditor Agent and Security Trustee, being advised by counsel, determines
that the directed action is not permitted by the terms of this Agreement, the
Foreign Security Documents or the Credit Documents, may not lawfully be taken or
would involve it in personal liability, and the Intercreditor Agent and Security
Trustee shall not be required to take any such action unless any indemnity which
is required hereunder in respect of such action has been provided. The
Intercreditor Agent and Security Trustee may rely on any such direction given to
it by the Majority Holders and shall be fully protected, and shall under no
circumstances (absent the gross negligence and willful misconduct of the
Intercreditor Agent and Security Trustee ) be liable to any holder of any
Secured Obligations or any other Person for taking or refraining from taking
action in accordance therewith. Absent written instructions from the Majority
Holders (i) at a time when a direction or notice from any Agent contemplated by
this Section 3.4 shall be outstanding or (ii) in the case of an emergency in
order to protect any of the Foreign Subsidiary Equity Collateral, the
Intercreditor Agent and Security Trustee may take, but shall have no obligation
to take, any and all such actions under the Foreign Security Documents or any of
them or otherwise as it shall deem to be in the best interests of the Foreign
Subsidiary Equity Secured Parties and shall give notice to each of the other
Agents of any such actions taken.

          (d)      Subject to Article 13 of the Indenture, any Agent may
independently foreclose on or otherwise exercise its rights and remedies with
respect to any Pledged Instrument and the Intercreditor Agent and Security
Trustee shall cooperate with any such foreclosure or exercise of remedies.

     Section 3.5   ACTIONS WITH RESPECT TO THE COLLATERAL. Each of the Foreign
Subsidiary Equity Secured Parties hereby irrevocably constitutes and appoints
the Intercreditor Agent and Security Trustee and any officer or agent thereof,
with full power of substitution, as its true and lawful attorney-in-fact with
full power and authority in its or his own name, from time to time in the
Intercreditor Agent and Security Trustee's discretion, subject to Section 3.4(c)
hereof, so long as any direction or notice contemplated by Section 3.4(c) hereof
is in effect, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to carry out the
terms of this Agreement and the Foreign Security Documents and accomplish the
purposes hereof and thereof and, without limiting the generality of the
foregoing, each of the Foreign Subsidiary Equity Secured Parties hereby
acknowledges that the Intercreditor Agent and Security Trustee shall have all
powers and remedies set forth in the Foreign Security Documents, subject to
Section 3.4(c) hereof.

     Section 3.6   RESIGNATION OR REMOVAL OF INTERCREDITOR AGENT AND SECURITY
TRUSTEE. Subject to the appointment and acceptance of a successor Intercreditor
Agent and Security Trustee as provided below, (i) the Intercreditor Agent and
Security Trustee may resign at any

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time by giving not less than thirty (30) days notice thereof to the Joint
Collateral Agent, the Company and each other Credit Facility Agent, (ii) if no
Indebtedness with respect to Credit Facility Obligations remains outstanding,
the Intercreditor Agent and Security Trustee may be removed at any time with or
without cause by the Joint Collateral Agent or (iii) the Intercreditor Agent and
Security Trustee may assign its role as such to any other financial institution
that becomes the Administrative Agent under the Existing Credit Facility;
provided, however, that such successor agent expressly agrees to be bound by the
provisions hereof in a writing delivered to the Joint Collateral Agent, the
Company and each other Credit Facility Agent. Upon any such resignation or
removal referred to in clauses (i) and (ii) of the preceding sentence, the Joint
Collateral Agent shall have the right to appoint a successor Intercreditor Agent
and Security Trustee, which Intercreditor Agent and Security Trustee shall be
reasonably acceptable to any other Credit Facility Agents. If no successor
Intercreditor Agent and Security Trustee shall have been so appointed by the
Joint Collateral Agent and shall have accepted such appointment within thirty
(30) days after the retiring Intercreditor Agent and Security Trustee's giving
of notice of resignation or such removal of the retiring Intercreditor Agent and
Security Trustee as provided hereunder, then the retiring Intercreditor Agent
and Security Trustee may, on behalf of the Secured Parties, petition a court of
competent jurisdiction for a successor or it may appoint a successor
Intercreditor Agent and Security Trustee, which shall be a bank or trust company
(a) acceptable to the other Agents, (b) having a combined capital and surplus of
at least $100,000,000 and (c) having offices in New York, New York. Upon the
acceptance of any appointment as Intercreditor Agent and Security Trustee
hereunder by a successor Intercreditor Agent and Security Trustee, (i) such
successor Intercreditor Agent and Security Trustee shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Intercreditor Agent and Security Trustee, and the retiring
Intercreditor Agent and Security Trustee shall be discharged from its duties and
obligations hereunder, and (ii) the retiring Intercreditor Agent and Security
Trustee shall, at the expense of the Company, promptly transfer all Foreign
Subsidiary Equity Collateral and any Pledged Instrument within its possession or
control to the possession or control of the successor Intercreditor Agent and
Security Trustee and shall execute and deliver such notices, instructions and
assignments as may be necessary or desirable to transfer the rights of the
Intercreditor Agent and Security Trustee in respect of the Foreign Subsidiary
Equity Collateral and any Pledged Instrument to the successor Intercreditor
Agent and Security Trustee. After any retiring Intercreditor Agent and Security
Trustee's resignation, removal or replacement hereunder as Intercreditor Agent
and Security Trustee, the provisions of this ARTICLE 3 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Intercreditor Agent and Security Trustee. Upon any such
resignation or removal, the former Intercreditor Agent and Security Trustee
shall, at the expense of the Company, take all steps necessary to assign the
Foreign Subsidiary Equity Collateral and any Pledged Instrument to the successor
Intercreditor Agent and Security Trustee.

     Section 3.7   AUTHORIZATION; RELEASE OF LIENS; AMENDMENT.

          (a)      The Intercreditor Agent and Security Trustee is hereby
authorized by each of the other parties hereto to execute, deliver and perform
each of the Foreign Security Documents.

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          (b)      Without the prior written consent of, or direction from, the
Joint Collateral Agent and each Credit Facility Agent and any consent required
under Section 13.09 of the Indenture, the Intercreditor Agent and Security
Trustee shall not (i) release any Foreign Subsidiary Equity Collateral or
otherwise terminate any Lien under any Foreign Security Document, provided,
however, that the Joint Collateral Agent and the Credit Facility Agent shall be
obligated to notify the Intercreditor Agent and Security Trustee to deliver to
the Company (or as otherwise directed by the Company) any Collateral (including,
without limitation, any Foreign Subsidiary Equity Collateral and any Pledged
Instrument) that is automatically released in accordance with the terms of the
Credit Documents, (ii) consent to any amendment, modification or supplement of
this Agreement or any Foreign Security Document (other than as necessary to
reflect the addition of any new Qualified Credit Facility or Parity Lien Debt
for which the related Credit Facility Agent or the relevant Parity Lien
Representative, respectively, shall have executed and delivered a Joinder
Agreement), (iii) consent to any Lien under any Foreign Security Document to
which the Intercreditor Agent and Security Trustee (in its capacity as such) is
a party securing obligations other than the Secured Obligations or consent to
any modification of, supplement to, or waiver under any of the Foreign Security
Documents to which the Intercreditor Agent and Security Trustee (in its capacity
as such) is a party. Notwithstanding the foregoing, (i) if directed by the Joint
Collateral Agent, the Intercreditor Agent and Security Trustee shall amend the
Foreign Security Documents and/or take such other action as may be necessary to
relinquish the security interest with respect to any Note Obligations or Parity
Lien Obligations specified by the Joint Collateral Agent as being no longer
secured by the Foreign Subsidiary Equity Collateral and (ii) if directed by any
Credit Facility Agent the Intercreditor Agent and Security Trustee shall amend
the Foreign Security Documents and/or take such other action as may be necessary
to relinquish the security interest with respect to any Credit Facility
Obligations represented by such Credit Facility Agent specified by such Credit
Facility Agent as being no longer secured by the Foreign Subsidiary Equity
Collateral. Except for any release authorized by both the Joint Collateral Agent
and each Credit Facility Agent, no such release shall affect the security
interest of any other Foreign Subsidiary Equity Secured Party. In giving any
such consent, the Joint Collateral Agent shall be subject to the terms of the
Collateral Agency Agreement and the Indenture and each Credit Facility Agent
shall be subject to the terms of the Credit Documents to which it is a party.
Notwithstanding the forgoing, whether or not so instructed by the Joint
Collateral Agent and each Credit Facility Agent, the Intercreditor Agent and
Security Trustee may release the security interest with respect to any Foreign
Subsidiary Equity Collateral and may provide any release, termination statement
or instrument of subordination required by order of a court of competent
jurisdiction or otherwise required by applicable law.

          (c)      For the avoidance of doubt, nothing in this SECTION 3.7, or
elsewhere in this Agreement or in any other Foreign Security Document shall
limit the obligations of the Obligors under any Foreign Security Document or any
Credit Document, including, without limitation, any obligation of any of the
Obligors to obtain any consent or approval of any of the Foreign Subsidiary
Equity Secured Parties obtained or required to be obtained by the Obligor prior
to any amendment or modification of, supplement to or waiver under any Foreign
Security Document or Credit Document.

          (d)      For the avoidance of doubt, nothing in this SECTION 3.5 or
elsewhere in this Agreement or in any other Foreign Security Document or Credit
Document shall limit the

                                        9
<Page>

operation of the collateral release provisions under any Credit Document,
pursuant to which the lien and security interest thereunder with respect to an
item of collateral (including, without limitation, the Foreign Subsidiary Equity
Collateral and any Pledged Instrument) shall be released without the consent of
any Foreign Subsidiary Equity Secured Party or the Intercreditor Agent and
Security Trustee to the extent and subject to the conditions, if any, specified
in any Credit Document.

     Section 3.8   LIMITATIONS ON THE RESPONSIBILITY OF INTERCREDITOR AGENT AND
SECURITY TRUSTEE. The Intercreditor Agent and Security Trustee shall not be
responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties contained herein or in any Foreign
Security Document, except for those made by it herein. The Intercreditor Agent
and Security Trustee makes no representation as to the value or condition of the
Foreign Subsidiary Equity Collateral or any part thereof, or any Pledged
Instrument, as to the title of the Company to the Foreign Subsidiary Equity
Collateral, as to the security afforded by this Agreement or any Foreign
Security Document or, as to the validity, execution, enforceability, legality or
sufficiency of this Agreement or any Foreign Security Document, and the
Intercreditor Agent and Security Trustee shall incur no liability or
responsibility in respect of any such matters. The Intercreditor Agent and
Security Trustee shall not be responsible for insuring the Foreign Subsidiary
Equity Collateral or any Pledged Instrument except as provided in the
immediately following sentence when the Intercreditor Agent and Security Trustee
has possession of such Foreign Subsidiary Collateral. The Intercreditor Agent
and Security Trustee shall have no duty to the Company or to the Foreign
Subsidiary Equity Secured Parties as to any such Foreign Subsidiary Collateral
in its possession or control or in the possession or control of any agent or
nominee of the Intercreditor Agent and Security Trustee or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto, except the duty to accord such of the Foreign Subsidiary
Equity Collateral and any such Pledged Instruments as may be in its possession
substantially the same care as it accords its own assets and the duty to account
for monies received by it. The Intercreditor Agent and Security Trustee shall
not be required to ascertain or inquire as to the performance by the Company of
any of the covenants or agreements contained herein or any of the Credit
Documents. Neither the Intercreditor Agent and Security Trustee nor any officer,
agent or representative thereof shall be personally liable for any action taken
or omitted to be taken by any such person in connection with this Agreement or
any Foreign Security Document except for such person's own gross negligence or
willful misconduct. Neither the Intercreditor Agent and Security Trustee nor any
officer, agent or representative thereof shall be personally liable for any
action taken by any such person in accordance with any notice given pursuant to
the terms of this Agreement. The Intercreditor Agent and Security Trustee may
execute any of the powers granted under this Agreement or any of the Security
Documents and perform any duty hereunder or thereunder either directly or by or
through agents or attorneys-in-fact, and shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it in
good faith and without gross negligence or willful misconduct.

     Section 3.9   THE INTERCREDITOR AGENT AND SECURITY TRUSTEE AND THE FOREIGN
SUBSIDIARY EQUITY SECURED PARTIES. By countersigning this Agreement, the
Company agrees to reimburse the Intercreditor Agent and Security Trustee, on
demand, for any reasonable costs, fees, disbursements, losses and other
out-of-pocket expenses (including reasonable attorney's and other professionals'
fees and disbursements and compensation of agents) incurred by the

                                       10
<Page>

Intercreditor Agent and Security Trustee, arising out of, in any way connected
with, or as a result of, the execution or delivery of this Agreement or any
Foreign Security Document or any agreement or instrument contemplated hereby or
thereby or the performance by the parties hereto or thereto of their respective
obligations hereunder or thereunder or in connection with the enforcement or
protection of the rights of the Intercreditor Agent and Security Trustee and/or
the Foreign Subsidiary Equity Secured Parties hereunder or under the Foreign
Security Documents, (ii) to indemnify and hold harmless the Intercreditor Agent
and Security Trustee and its directors, officers, employees and agents, on
demand, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Intercreditor Agent and Security Trustee in its capacity as the
Intercreditor Agent and Security Trustee or any of them in any way relating to
or arising out of this Agreement or any Foreign Security Document or any action
taken or omitted by them under this Agreement or any Foreign Security Document,
provided that the Company shall not be liable to the Intercreditor Agent and
Security Trustee or its directors, officers, employees and agents for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Intercreditor Agent and Security Trustee
or any of its directors, officers, employees or agents as determined by a final
non-appealable order of a court of competent jurisdiction; and (iii) to
indemnify and hold harmless the Intercreditor Agent and Security Trustee, on
demand, from and against any and all liabilities which may be imposed on or
incurred by any of the Intercreditor Agent and Security Trustee (in its capacity
as Intercreditor Agent and Security Trustee) for the net amount of taxes (after
taking into account any deduction, credit or other tax reduction or benefit
available by reason of the imposition of any such tax) imposed with respect to
the Foreign Subsidiary Equity Collateral or any Pledged Instrument in any
jurisdiction in which the Intercreditor Agent and Security Trustee would not
otherwise be subject to tax except by reason of its acting under this Agreement
or the Foreign Security Documents (directly or through agents); provided that
such indemnification for taxes (A) shall apply only in respect of taxes
attributable to the performance of the Intercreditor Agent and Security
Trustee's obligations hereunder imposed with respect to the Foreign Subsidiary
Equity Collateral or any Pledged Instrument and (B) shall in no event cover any
federal, state, local or other taxes imposed upon any of the Intercreditor Agent
and Security Trustee with respect to or measured by its gross or net income or
profits. A statement by the Intercreditor Agent and Security Trustee that is
submitted to the Company with respect to the amount of such expenses and
containing a reasonable description thereof and/or the amount of its
indemnification obligation shall be prima facie evidence of the amount thereof
owing to the Intercreditor Agent and Security Trustee.

     Section 3.10  INTERCREDITOR AGENT AND SECURITY TRUSTEE AS A FOREIGN
SUBSIDIARY EQUITY SECURED PARTY. In its individual capacity and in its capacity
as an Agent, Fleet Capital Corporation shall have the same obligations and the
same rights, powers and privileges as it would have had were it not also the
Intercreditor Agent and Security Trustee.

     Section 3.11  EXPENSES AND INDEMNIFICATION BY FOREIGN SUBSIDIARY EQUITY
SECURED PARTIES. Each of the Foreign Subsidiary Equity Secured Parties agree (i)
to reimburse the Intercreditor Agent and Security Trustee, on demand, in the
amount of its pro rata share, for any costs, fees, disbursements, losses and
other out of pocket expenses (including reasonable attorney's and other
professionals' reasonable fees and disbursements and compensation of

                                       11
<Page>

agents) referred to in Sections 3.6, 3.9 and 5(1) which shall not have been
reimbursed or paid by the Company or paid from the proceeds of Foreign
Subsidiary Equity Collateral as provided herein and (ii) to indemnify and hold
harmless the Intercreditor Agent and Security Trustee and its directors,
officers, employees and agents, on demand, in the amount of its pro rata share,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements referred
to in Section 3.9, to the extent the same shall not have been reimbursed by the
Company or paid from the proceeds of Foreign Subsidiary Equity Collateral as
provided herein; provided that no Foreign Subsidiary Equity Secured Party shall
be liable to the Intercreditor Agent and Security Trustee for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
willful misconduct of the Intercreditor Agent and Security Trustee or any of its
directors, officers, employees or agents as determined by a final non-appealable
order of a court of competent jurisdiction. Notwithstanding the foregoing, the
obligation of the Foreign Subsidiary Equity Secured Parties under this Section
3.11 shall be limited to the any collateral securing any Secured Obligations and
in no event will any Foreign Subsidiary Equity Secured Party be personally
liable for any amounts owing under this Section 3.11.

                                   ARTICLE 4.
           ADMINISTRATION OF THE FOREIGN SUBSIDIARY EQUITY COLLATERAL

          The Intercreditor Agent and Security Trustee shall hold the Foreign
Subsidiary Equity Collateral and any Lien thereon for the benefit of the Agents
and the other Foreign Subsidiary Equity Secured Parties pursuant to the terms of
this Agreement and the Foreign Security Documents. The Intercreditor Agent and
Security Trustee shall administer, or direct the administration of, the Foreign
Subsidiary Equity Collateral in the manner contemplated by the Foreign Security
Documents and herein. The Intercreditor Agent and Security Trustee shall
exercise such rights and remedies with respect to the Foreign Subsidiary Equity
Collateral as are granted to it under the Foreign Security Documents and
applicable law in the manner contemplated herein and therein.

                                   ARTICLE 5.
                             APPLICATION OF PROCEEDS

          Subject to Article 13.03(3) and (4) of the Indenture, with respect to
any cash dividends and distributions, following the occurrence of an Event of
Default the proceeds of any collection, sale or other realization of all or any
part of the Foreign Subsidiary Equity Collateral pursuant to the Foreign
Security Documents, and any other cash at the time of such collection, sale or
other realization held by or on behalf of the Intercreditor Agent and Security
Trustee under the Foreign Security Documents or this ARTICLE 5, shall be applied
by the Intercreditor Agent and Security Trustee in the following order or
priority and, with the exception of CLAUSE (1) below, shall be based upon
information furnished to the Intercreditor Agent and Security Trustee by the
appropriate Agent:

          (1)      FIRST, to the payment of (a) all reasonable costs, fees,
     disbursements and expenses (including attorney's fees and other
     professional fees) (1) relating to the collection of such proceeds, (2) for
     the exercise, protection or enforcement by the

                                       12
<Page>

     Intercreditor Agent and Security Trustee of all or any rights, remedies,
     powers and privileges of the Intercreditor Agent and Security Trustee under
     any of the Foreign Security Documents or in respect of the Foreign
     Subsidiary Equity Collateral or in support of any provision of adequate
     indemnity to the Intercreditor Agent and Security Trustee against any taxes
     or liens which by law shall have, or may have, priority over the rights of
     the Intercreditor Agent and Security Trustee to such proceeds and (3) the
     collection of all amounts owing hereunder, including attorneys' fees and
     disbursements and the reasonable compensation of the Intercreditor Agent
     and Security Trustee for services rendered in connection therewith or in
     connection with any proceeding to sell if a sale is not completed, in each
     case, whether arising hereunder or under the Foreign Security Documents,
     (b) all charges, expenses and advances incurred or made by the
     Intercreditor Agent and Security Trustee in order to protect the Liens of
     the Foreign Security Documents or the security afforded thereby, and (c)
     all liabilities (including those specified in clauses (a) and (b)
     immediately above) incurred by the Intercreditor Agent and Security Trustee
     regardless of whether such liabilities arise out of the sale of Foreign
     Subsidiary Equity Collateral or the collection of amounts owing hereunder;

          (2)      SECOND, Equally and Ratably to the respective Agents as
     further provided in Section 13 of the Indenture which is incorporated
     herein by reference; and

          (3)      THIRD, upon payment in full of all Secured Obligations, to
     the Company or other applicable Obligor, or their successors or assigns, or
     as a court of competent jurisdiction may direct, of any surplus then
     remaining.

          As used in this ARTICLE 5, "proceeds" of Foreign Subsidiary Equity
     Collateral shall mean cash, securities and other property realized in
     respect of, and distributions in kind of, Foreign Subsidiary Equity
     Collateral, including, without limitation, any cash, securities and other
     property received under any reorganization, liquidation or adjustment of
     indebtedness of the

                                   ARTICLE 6.
                                     JOINDER

          Each of the parties hereto acknowledges that any Agent for any
Qualified Credit Facility will execute a Joinder Agreement confirming that it
and the holders of the Secured Obligations that it represents is bound by the
provisions hereof and of Article 13 of the Indenture and the Intercreditor Agent
and Security Trustee shall countersign such Joinder Agreement whereupon such
Agent on behalf of itself and any holder of any Secured Obligation represented
thereby shall be entitled to the benefits of this Agreement and the Foreign
Security Documents. By becoming a party to the Collateral Agency Agreement, the
Trustee is, and each Parity Lien Representative will become, a third party
beneficiary hereof and may rely on and enforce the provisions hereof.

                                       13
<Page>

                                   ARTICLE 7.
                                  MISCELLANEOUS

     Section 7.1   SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.

     Section 7.2   DELAY AND WAIVER. No failure on the part of any Agent to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall impair any such right, power or
remedy of the Agents nor shall it operate as a waiver thereof; nor shall any
single or partial exercise by any Agent or any of its nominees or
representatives of any right, power or remedy hereunder preclude any other or
future exercise thereof or the exercise of any other right, power or remedy. The
remedies herein are cumulative and are not exclusive of any remedies provided by
law.

     Section 7.3   COSTS AND EXPENSES. Except for reimbursement of the expenses
specified in Sections 3.6, 3.9 and 5(1) out of the proceeds of any Foreign
Subsidiary Equity Collateral, the Intercreditor Agent and Security Trustee shall
receive no payment for its role hereunder and shall not otherwise be entitled to
any reimbursement of costs and expenses.

     Section 7.4   NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three (3) Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed (a) in the case of parties to this agreement on
the date hereof, as follows and (b) in the case of any Parity Lien
Representative, as specified in the related Joinder Agreement.

          If to the Company:

          Hexcel Corporation
          Two Stamford Plaza
          281 Tressler Boulevard
          Stamford, CT 06901
          203-358-3972
          Attn: Ira Krakower, General Counsel

          If to the Intercreditor Agent and Security Trustee or the Existing
          Facility Agent:

          Fleet Capital Corporation
          North East Loan Administration
          200 Glastonbury Blvd.
          Glastonbury, Connecticut  06033
          Attention: Edgar Ezerins

          With copy to:

                                       14
<Page>

          Bingham McCutchen LLP
          150 Federal Street
          Boston, MA 02110
          Attention: Matthew F. Furlong

          If to the Joint Collateral Agent:

          HSBC Bank USA
          452 5th Avenue
          New York, New York 10018-2706
          212-525-1398
          Attn: Deirdre N. Ross, Issuer Services

          If to the Trustee:

          Wells Fargo Bank Minnesota, National Association
          213 Court Street, Suite 703
          Middletown, CT 06457
          860-704-6216
          Attn: Robert Reynolds, Vice President

          Any party may hereafter notify the other parties hereto of a change in
     its notice address.

     Section 7.5   HEADINGS. Paragraph headings have been inserted in this
Agreement as a matter of convenience for reference only and it is agreed that
such paragraph headings are not part of this Agreement and shall not be used in
the interpretation of any provision of this Agreement.

     Section 7.6   COUNTERPARTS. This Agreement may be executed in one or more
duplicate counterparts and when signed by all of the parties listed below shall
constitute a single binding agreement.

     Section 7.7   GOVERNING LAW. This Agreement shall be governed by the laws
of the State of New York of the United States of America and shall for all
purposes be governed by and construed in accordance with the laws of such state
without regard to the conflict of law rules thereof other than Section 5-1401 of
the New York General Obligations Law.

     Section 7.8   CONSENT TO JURISDICTION. Any legal action or proceeding by or
against any party hereto with respect to or arising out of this Agreement may be
brought in or removed to the courts of the State of New York, in and for the
County of New York, or of the United States of America for the Southern District
of New York. By execution and delivery of this Agreement, the Company accepts,
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts for legal proceedings arising out of or in
connection with this Agreement and irrevocably consents to receive service of
process at the address set forth in Section 7.4 herein. Nothing herein shall
affect the right to serve process in any other manner permitted by law or any
right to bring legal action or proceedings in any other competent jurisdiction,
including judicial or non-judicial foreclosure of real property interests which
are

                                       15
<Page>

part of the Foreign Subsidiary Equity Collateral. Each party hereto hereby
waives any right to stay or dismiss any action or proceeding under or in
connection with this Agreement or any other Security Document brought before the
foregoing courts on the basis of forum non-conveniens or improper venue.

     Section 7.9   WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE OTHER PARTIES HERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES TO ENTER INTO
THIS AGREEMENT.

     Section 7.10  ENTIRE AGREEMENT. This Agreement and any agreement, document
or instrument attached hereto or referred to herein integrate all the terms and
conditions mentioned herein or incidental hereto and supersede all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any such agreement, document or instrument, the terms, conditions
and provisions of this Agreement shall prevail.

     Section 7.11  SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby, and the parties hereto
shall enter into good faith negotiations to replace the invalid, illegal or
unenforceable provision with a view to obtaining the same commercial effect as
this Agreement would have had if such provision had been legal, valid and
enforceable.

     Section 7.12  CONSENT TO LICENSE AGREEMENT. With reference to Section 13.05
of the Indenture, the Joint Collateral Agent and the Trustee hereby (a) consent
to the Company, its Domestic Subsidiaries and the Existing Credit Facility Agent
entering into the License Agreement, dated as the date hereof, pursuant to which
the Company and its Domestic Subsidiaries have, among other things, granted to
the Existing Credit Facility Agent a license to use certain intellectual
property and other rights of the Company and its Domestic Subsidiaries and (b)
agree that the enforcement by the Joint Collateral Agent of any rights with
respect to such intellectual property and other rights shall not impair the
Existing Credit Facility Agent's (or any successor Credit Facility Agent's)
exercise of its rights under such License Agreement. Notwithstanding the
foregoing, the consent of the Joint Collateral Agent and the Trustee to such
License Agreement shall only apply to the extent that such License Agreement
provides for a non-exclusive royalty-free license to the Credit Facility Agent
to use certain of the Company's and its Domestic Subsidiaries' inventions and
the intellectual property rights embodied therein, certain inventions and
intellectual property licensed to the Company and its Domestic Subsidiaries, in
connection with the enforcement of its security interest upon any inventory
constituting collateral of the Existing Credit Facility Agent.

                                       16
<Page>

     Section 7.13  QUALIFIED CREDIT FACILITY. The parties hereto acknowledge and
agree that by virtue of duly authorizing, executing and delivering this
Agreement, the Existing Credit Facility shall constitute a Qualified Credit
Facility as defined in the Indenture.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor
& Agency Agreement to be executed by their respective officers or
representatives hereunto duly authorized as of the day and year first above
written.


                                     HEXCEL CORPORATION
                                     as Company


                                     By:/s/ Stephen C. Forsyth
                                        ---------------------------------------
                                        Name: Stephen C. Forsyth
                                        Title: Executive Vice President
                                               and Chief Financial Officer

                                     FLEET CAPITAL CORPORATION
                                     as Intercreditor Agent and Security Trustee


                                     By:/s/ Edgar Ezerins
                                        ---------------------------------------
                                        Name: Edgar Ezerins
                                        Title: Senior Vice President

                                     FLEET CAPITAL CORPORATION
                                     as Existing Facility Agent


                                     By:/s/ Edgar Ezerins
                                        ---------------------------------------
                                        Name: Edgar Ezerins
                                        Title: Senior Vice President


                                     HSBC BANK USA
                                     as Joint Collateral Agent


                                     By:/s/ Deirdra N. Ross
                                        ---------------------------------------
                                        Name: Deirdra N. Ross
                                        Title: Assistant Vice President


                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Trustee


                                     By:/s/ FRANK MCDONALD
                                        ---------------------------------------
                                        Name: Frank McDonald
                                        Title: Vice President