Exhibit
10.2


 


SECURITY AGREEMENT


 


This SECURITY
AGREEMENT (this “Agreement”)
is dated as of March 1, 2005 and entered into by and among HEXCEL CORPORATION, a Delaware corporation (“Company”) (each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES
of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party
hereto after the date hereof in accordance with Section 21 hereof (each of
Company, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Administrative Agent for and
representative of (in such capacity herein called “Secured
Party”) the Beneficiaries (as hereinafter defined).


 


PRELIMINARY STATEMENTS


 


A.                                   Pursuant
to the Credit Agreement dated as of March 1, 2005 (said Credit Agreement,
as it may hereafter be amended, restated, supplemented or otherwise modified
from time to time, being the “Credit Agreement”;
all capitalized terms used herein (including the preamble and preliminary
statements hereto) and not otherwise defined in Section 31 or elsewhere
herein shall have the meanings ascribed thereto in the Credit Agreement or, if
not defined therein, in the UCC), by and among Company, the financial
institutions listed therein as Lenders and Deutsche Bank Trust Company
Americas, as Administrative Agent (in such capacity, “Administrative
Agent”), Lenders have made certain commitments, subject to the terms
and conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company.


 


B.                                     Company
may from time to time enter, or may from time to time have entered, into one or
more Lender Swap Agreements with one or more Swap Counterparties in accordance
with the terms of the Credit Agreement, and it is desired that the obligations
of Company under the Lender Swap Agreements, including, without limitation, the
obligation of Company to make payments thereunder in the event of early
termination thereof, together with all obligations of Company under the Credit
Agreement and the other Loan Documents, be secured hereunder.


 


C.                                     It
is a condition precedent to the initial extensions of credit by Lenders under
the Credit Agreement that Grantors listed on the signature pages hereof shall
have granted the security interests and undertaken the obligations contemplated
by this Agreement.


 


NOW, THEREFORE, in
consideration of the agreements set forth herein and in the Credit Agreement
and in order to induce Lenders to make Loans and other extensions of credit
under the Credit Agreement and to induce Swap Counterparties to enter into the
Lender Swap Agreements, each Grantor hereby agrees with Secured Party as
follows:


 


SECTION 1.                                Grant of Security.


 


Each Grantor hereby grants to Secured Party a
continuing security interest and continuing lien on all of such Grantor’s
right, title and interest in, to and under all of personal property of such
Grantor, in each case whether now owned or hereinafter acquired or arising and


 


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wherever located,
including the following (all of which being hereinafter collectively referred
to as the “Collateral”):


 


(a)                                  all
Accounts;


 


(b)                                 all
Chattel Paper;


 


(c)                                  all
Money and all Deposit Accounts, together with all amounts on deposit from time
to time in such Deposit Accounts;


 


(d)                                 all
Documents;


 


(e)                                  all
General Intangibles, including all Intellectual Property Collateral, Payment
Intangibles and Software;


 


(f)                                    all
Goods, including Inventory, Equipment and Fixtures;


 


(g)                                 all
Instruments;


 


(h)                                 all
Investment Property;


 


(i)                                     all
Letter-of-Credit Rights and other Supporting Obligations;


 


(j)                                     all
Records;


 


(k)                                  all
Commercial Tort Claims, including those set forth on Schedule 1  annexed hereto; and


 


(l)                                     all
Proceeds and Accessions with respect to any of the foregoing Collateral.


 


Each category of Collateral set forth above shall have
the meaning set forth in the UCC (to the extent such term is defined in the
UCC).


 


Notwithstanding the foregoing, the Collateral shall
not include and no Grantor shall be deemed to have granted a security interest
in: (i) any Equity Interest in a Foreign Subsidiary that is not a first-tier
Material Foreign Subsidiary, (ii) more than 65% of the capital stock of any
Foreign Corporation or Domestic Foreign Holding Company, (iii) any applications
to register Trademarks in the U.S. Patent and Trademark Office based on the
Grantors “intent to use” such Trademark unless and until a Statement of Use or
Amendment to Allege Use is filed therein, at which point such Trademark
application shall be considered automatically included in the Collateral (and
in the Intellectual Property Collateral), (iv) the Excluded Property or (v) any
of such Grantor’s rights or interests in or under, any Restricted Patent or any
lease, license, contract, permit, Instrument, Security, agreement or franchise
to which such Grantor is a party or any of its rights or interests thereunder
if and for so long as, and to the extent that, the grant of such security
interest would constitute or result in (A) the abandonment, invalidation or
unenforceability of any right, title or interest of any Grantor therein or (B)
a breach or termination pursuant to the terms of, or a default under, such
lease, license, contract, permit,


 


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Instrument, Security,
agreement or franchise (including, without limitation, relating to any of the
Restricted Patents) (other than to the extent that any such term would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the
UCC of any relevant jurisdiction or under any other applicable law (including
the Bankruptcy Code) or principles of equity); provided however, that,
with respect to the foregoing clause (v), the security interest shall attach
immediately (and such Restricted Patent shall constitute Collateral and
Intellectual Property Collateral hereunder) at such time as the condition
causing such abandonment, invalidation, or unenforceability shall be remedied
or shall cease to exist and, to the extent severable, shall attach immediately
to any portion of any such lease, license, contract, permit, Instrument,
Security, agreement or franchise that does not result in any of the
consequences set forth in subsection (A) or (B) above.


 


SECTION 2.                                Security for Obligations.


 


This Agreement secures, and the Collateral is
collateral security for, the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Secured Obligations of each Grantor.  “Secured
Obligations” means:


 


(a)                                  with
respect to Company, all obligations of every nature of Company now or hereafter
existing under or arising out of or in connection with the Credit Agreement and
the other Loan Documents and any Lender Swap Agreement; and


 


(b)                                 with
respect to each Subsidiary Grantor and Additional Grantor, all obligations of
every nature of such Subsidiary Grantor now or hereafter existing under or
arising out of or in connection with the Subsidiary Guaranty.


 


in each case together with all extensions or renewals thereof, whether
for principal, interest, reimbursement of amounts drawn under Letters of
Credit, payments for early termination of Lender Swap Agreements, fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of such
payment is avoided or recovered directly or indirectly from Secured Party or
any Lender or Swap Counterparty as a preference, fraudulent transfer or
otherwise, and all obligations of every nature of Grantors now or hereafter
existing under this Agreement (including, without limitation, interest and
other amounts that, but for the filing of a petition in bankruptcy with respect
to Company or any other Grantor, would have accrued on any such obligations,
whether or not a claim is allowed against Company or such Grantor for such
amounts in the related bankruptcy proceeding).


 


SECTION 3.                                Grantors Remain Liable.


 


Anything contained herein to the contrary
notwithstanding, (a) the exercise by Secured Party of any of its rights
hereunder shall not release any Grantor from any of its duties or obligations
under the contracts and agreements included in the Collateral, and (b) Secured
Party shall not have any obligation or liability under any contracts, licenses,
and agreements included in the Collateral by reason of or arising out of this
Agreement, nor shall Secured Party


 


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be obligated to perform
any of the obligations or duties of any Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.


 


SECTION 4.                                Representations and
Warranties.


 


Each Grantor represents and warrants as follows:


 


(a)                                  Ownership of Collateral.  Except as expressly permitted by the Credit
Agreement, such Grantor owns its interests in the Collateral free and clear of
any Lien and no effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any filing or
recording office, including any IP Filing Office.


 


(b)                                 Perfection. 
The security interests in the Collateral granted to Secured Party for
the ratable benefit of Lenders and Swap Counterparties hereunder constitute
valid security interests in the Collateral, securing the payment of the Secured
Obligations.  Upon (i) the filing of
UCC financing statements naming each Grantor as “debtor”, naming Secured Party
as “secured party” and describing the Collateral in the filing offices with
respect to such Grantor set forth on Schedule 2 annexed hereto,
(ii) in the case of the Securities Collateral consisting of certificated
Securities or evidenced by Instruments, in addition to filing of such UCC
financing statements, delivery of the certificates representing such
certificated Securities and delivery of such Instruments to Secured Party (and
in the case of Securities Collateral issued by a foreign issuer, any actions
required under foreign law to perfect a security interest in such Securities
Collateral), in each case duly endorsed or accompanied by duly executed
instruments of assignment or transfer in blank, (iii) in the case of the
Intellectual Property Collateral, in addition to the filing of such UCC financing
statements, the recordation of a Grant with the applicable IP Filing Office
(and the taking of any actions required to perfect or make effective the
security interest of the Secured Party in Intellectual Property Collateral
created under the laws of jurisdictions outside the United States and the
making of subsequent recordations in the IP Filing Offices with respect to
Intellectual Property Collateral acquired after the date hereof and with
respect to the Restricted Patents, if and when such Patents are no longer
Restricted Patents), (iv) in the case of Equipment that is covered by a
certificate of title, the filing with the registrar of motor vehicles or other
appropriate authority in the applicable jurisdiction of an application
requesting the notation of the security interest created hereunder on such
certificate of title, and (v), in the case of any Deposit Account and any
Investment Property constituting a Security Entitlement, Securities Account,
Commodity Contract or Commodity Account, the execution and delivery to Secured
Party of an agreement providing for control by Secured Party thereof, the
security interests in the Collateral (other than Collateral subject to the
Mortgages or receivables subject to the Federal Assignment of Claims Act)
granted to Secured Party for the ratable benefit of Lenders and Swap
Counterparties will constitute perfected security interests therein prior to
all other Liens (except for Permitted Encumbrances and Liens permitted by subsection 7.2A
of the Credit Agreement), and, subject to the filings and other actions set
forth in subsection (iii) above, all filings and other actions necessary
to perfect such security interests have been duly made or taken.


 


(c)                                  Office Locations; Type and Jurisdiction of
Organization; Locations of Equipment and Inventory.  Such Grantor’s name as it appears in official
filings in the jurisdiction of its organization, type of organization (i.e.
corporation, limited partnership, etc.), jurisdiction of organization,
principal place of business, chief executive office, office where such


 


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Grantor keeps its Records
regarding the Accounts, Intellectual Property and originals of Chattel Paper,
and organization number provided by the applicable Government Authority of the
jurisdiction of organization are set forth on Schedule 3 annexed
hereto.  All of the Equipment and
Inventory located in the United States is located at the places set forth on Schedule 4
annexed hereto, except for (x) Inventory which, in the ordinary course of
business, is in transit either (i) from a supplier to a Grantor,
(ii) between the locations set forth on Schedule 4 annexed
hereto, or (iii) to customers of a Grantor or (y) Equipment and Inventory
located elsewhere which has an aggregate value at any one time not in excess of
$2,000,000.


 


(d)                                 Names. 
No Grantor (or predecessor by merger or otherwise of such Grantor) has,
within the five year period preceding the date hereof, or, in the case of an
Additional Grantor, the date of the applicable Counterpart, had a different
name from the name of such Grantor listed on the signature pages hereof, except
the names set forth on Schedule 5 annexed hereto.


 


(e)                                  Delivery of Certain Collateral.  All certificates or Instruments (excluding
checks) evidencing, comprising or representing the Collateral and required to
be delivered to the Secured Party pursuant to the terms hereof, the Credit
Agreement or any other Collateral Document have been delivered to Secured Party
duly endorsed or accompanied by duly executed instruments of transfer or
assignment in blank.


 


(f)                                    Securities Collateral.  Schedule 6 annexed hereto sets
forth all of the Pledged Equity owned by each Grantor, and the percentage
ownership in each issuer thereof; and Schedule 7 annexed hereto
sets forth all of the Pledged Debt owned by such Grantor.


 


(g)                                 Intellectual Property Collateral.  A true and complete list of all U.S.
Trademark Registrations and applications for any U.S. Trademark owned by such
Grantor, in whole or in part, is set forth on Schedule 8 annexed
hereto; a true and complete list of all U.S. Patents owned by such Grantor, in
whole or in part, is set forth on Schedule 9 annexed hereto; a true
and complete list of all U.S. Copyright Registrations and applications for U.S.
Copyright Registrations owned by such Grantor, in whole or in part, is set
forth on Schedule 10 annexed hereto; and such Grantor is not aware
of any pending or threatened claim by any third party that any of the
Intellectual Property Collateral owned, held or used by such Grantor is invalid
or unenforceable.


 


(h)                                 Deposit Accounts, Securities Accounts, Commodity
Accounts.  Schedule 11
annexed hereto lists all Deposit Accounts, Securities Accounts and Commodity
Accounts owned by each Grantor, and indicates the institution or intermediary
at which the account is held and the account number.


 


(i)                                     Chattel Paper.  Such Grantor has no interest in any item of
Chattel Paper having a face value in excess of $500,000, except as set forth in
Schedule 12 annexed hereto.


 


(j)                                     Letter-of-Credit Rights.  Such Grantor has no interest in any
Letter-of-Credit Rights having a face value in excess of $500,000 in any case,
except as set forth on Schedule 13 annexed hereto.


 


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The representations and warranties as to the
information set forth in Schedules referred to herein are made as to each
Grantor (other than Additional Grantors) as of the date hereof and as to each
Additional Grantor as of the date of the applicable Counterpart, except that,
in the case of a Pledge Supplement, IP Supplement or notice delivered pursuant
to Section 5(d) hereof, such representations and warranties are made as of
the date of such supplement or notice.


 


SECTION 5.                                Further Assurances.


 


(a)                                  Generally. 
Each Grantor agrees that from time to time, at the expense of Grantors,
such Grantor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary, or that Secured
Party may reasonably request, in order to perfect any security interest granted
or purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the
foregoing, each Grantor will: 
(i) upon and during the continuation of a Potential Event of
Default or an Event of Default notify Secured Party in writing of receipt by
such Grantor of any interest in Chattel Paper having in any individual case a
face value in excess of $500,000 and, at the request of Secured Party, mark
conspicuously each item of Chattel Paper and each of its records pertaining to
the Collateral, with a legend, in form and substance reasonably satisfactory to
Secured Party, indicating that such Collateral is subject to the security
interest granted hereby, (ii) upon and during the continuation of a
Potential Event of Default or an Event of Default, at the request of Secured
Party, deliver to Secured Party all promissory notes and other Instruments
having in any individual case a face value in excess of $500,000 and all
original counterparts of Chattel Paper having in any individual case a face
value in excess of $500,000, each duly endorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
reasonably satisfactory to Secured Party, (iii) upon and during the
continuation of a Potential Event of Default or an Event of Default
(A) execute (if necessary) and file such financing or continuation
statements, or amendments thereto, (B) execute and deliver, and cause to
be executed and delivered agreements establishing that Secured Party has
control of Deposit Accounts and Securities Accounts of such Grantor (to the
extent required to comply with subsection 6.11 of the Credit Agreement),
and (C) deliver such documents, instruments, notices, records and
consents, and take such other actions, in each case requested by the Secured
Party, necessary to establish that Secured Party has control over electronic
Chattel Paper and Letter-of-Credit Rights of such Grantor having in any
individual case a face value in excess of $500,000, (iv) furnish to
Secured Party from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral, in each case as Secured Party may reasonably request, all in
reasonable detail and (v) at Secured Party’s request, appear in and defend
any action or proceeding that may affect such Grantor’s title to or Secured
Party’s security interest in all or any material part of the Collateral.  Each Grantor hereby authorizes Secured Party
to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Collateral (including any financing
statement indicating that it covers “all assets” or “all personal property” or “all
personal property of the debtor now owned or hereafter acquired” of such
Grantor) without the signature of any Grantor.


 


(b)                                 Securities Collateral.  Without limiting the generality of the
foregoing Section 5(a), each Grantor agrees that (i) all certificates
or Instruments representing or


 


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evidencing the Securities
Collateral shall be delivered to and held by or on behalf of Secured Party
pursuant hereto and shall be in suitable form for transfer by delivery or, as
applicable, shall be accompanied by such Grantor’s endorsement, where
necessary, or duly executed instruments of transfer or assignments in blank,
all in form and substance reasonably satisfactory to Secured Party and
(ii) it will, within thirty (30) days after the end of each calendar
quarter, deliver to Secured Party a Pledge Supplement, duly executed by such
Grantor, in respect of any additional Equity Interests or Indebtedness
constituting Securities Collateral that were acquired during such calendar
quarter; provided, that the failure of any Grantor to execute a Pledge
Supplement with respect to any additional Securities Collateral shall not
impair the security interest of Secured Party therein or otherwise adversely
affect the rights and remedies of Secured Party hereunder with respect
thereto.  Upon each such acquisition, the
representations and warranties contained in Section 4(f) hereof shall be
deemed to have been made by such Grantor as to such Securities Collateral,
whether or not such Pledge Supplement is delivered.


 


(c)                                  Intellectual Property Collateral.  Within thirty (30) days after the end of each
calendar quarter, each Grantor shall notify Secured Party in writing of any
applications or registrations for Patents, Trademarks or Copyrights filed in or
issued by the United States Patent and Trademark Office or the United States
Copyright Office, respectively, since the last notification to Secured Party,
and each Grantor owning such application or registration of Intellectual
Property Collateral shall execute and deliver to Secured Party an IP Supplement
with respect thereto for recordation in the applicable IP Filing Office; provided,
the failure of any Grantor to execute an IP Supplement for recordation with
respect to any additional Intellectual Property Collateral shall not impair the
security interest of Secured Party therein or otherwise adversely affect the
rights and remedies of Secured Party hereunder with respect thereto.  Upon delivery to Secured Party of an IP
Supplement, Schedules 8, 9 and 10 annexed hereto and Schedule A
to each Grant, as applicable, shall be deemed modified to include a reference
to any right, title or interest in any existing Intellectual Property
Collateral or any Intellectual Property Collateral set forth on Schedule A
to such IP Supplement.  Upon each such
acquisition, the representations and warranties contained in Section 4(g)
hereof shall be deemed to have been made by such Grantor as to such
Intellectual Property Collateral, whether or not such IP Supplement is
delivered, subject to any exceptions made in the related IP Supplement actually
delivered.


 


(d)                                 Commercial Tort Claims.  Grantors have no Commercial Tort Claims as of
the date hereof, except as set forth on Schedule 1 annexed
hereto.  In the event that a Grantor
shall at any time after the date hereof have any material Commercial Tort
Claims, such Grantor shall promptly notify Secured Party thereof in writing,
which notice shall (i) set forth in reasonable detail the basis for and
nature of such Commercial Tort Claim and (ii) constitute an amendment to
this Agreement by which such Commercial Tort Claim shall constitute part of the
Collateral.


 


SECTION 6.                                Certain Covenants of
Grantors.


 


Each Grantor shall give Secured Party at least 20 days’
prior written notice of (i) any change in such Grantor’s name, type of
organization, principal place of business or chief executive office or
organizational number and (ii) any reincorporation, reorganization or
other action that results in a change of the jurisdiction of organization of
such Grantor.


 


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SECTION 7.                                Special Covenants With
Respect to Equipment and Inventory.


 


Each Grantor shall:


 


(a)                                  upon
the occurrence and during the continuance of an Event of Default, if any
Inventory located in the United States is in possession or control of any of
such Grantor’s agents or processors and the aggregate book value of all such
Inventory exceeds $1,000,000, instruct such agent or processor to hold all such
Inventory for the account of Secured Party and subject to the instructions of
Secured Party; and


 


(b)                                 if
any Inventory located in the United States is located on premises leased by
such Grantor and the Inventory at such location has an aggregate book value in
excess of $1,000,000, use its commercially reasonable efforts to deliver to
Secured Party a fully executed landlord waiver or access agreement, in form and
substance reasonably satisfactory to the Secured Party; and


 


(c)                                  upon
and during the continuation of an Event of Default, deliver to Secured Party
any negotiable Document issued to such Grantor in respect of Inventory or
Equipment located in the United States.


 


SECTION 8.                                Special Covenants with
respect to Accounts.


 


(a)                                  Each
Grantor shall maintain Records of its Accounts and all documentation relating
thereto in accordance with sound business practices.


 


(b)                                 Each
Grantor may take (and, upon the occurrence and during the continuance of an
Event of Default at Secured Party’s direction, shall take) such action as such
Grantor or Secured Party may deem necessary or advisable to enforce collection
of amounts due or to become due under the Accounts; provided, however,
that Secured Party shall have the right, upon the occurrence and during the
continuation of an Event of Default and upon written notice to such Grantor of
its intention to do so, to (i) notify the account debtors or obligors
under any Accounts of the assignment of such Accounts to Secured Party and to
direct such account debtors or obligors to make payment of all amounts due or
to become due to such Grantor thereunder directly to Secured Party,
(ii) notify each Person maintaining a lockbox or similar arrangement to
which account debtors or obligors under any Accounts have been directed to make
payment to remit all amounts representing collections on checks and other
payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to Secured Party, (iii) enforce collection of any
such Accounts at the expense of Grantors, and (iv) adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done. 
After receipt by such Grantor of the notice from Secured Party referred
to in the proviso to the preceding sentence, (A) all amounts and proceeds
(including checks and other Instruments) received by such Grantor in respect of
the Accounts shall be received in trust for the benefit of Secured Party
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over or delivered to Secured Party in the same form as so
received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 17 hereof, and (B) such Grantor shall not,
without the written consent of Secured Party, adjust, settle or compromise the
amount or payment of any Account, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.


 


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SECTION 9.                                Special Covenants With
Respect to the Securities Collateral.


 


(a)                                  Form of Securities Collateral.  Upon the occurrence and during the
continuance of an Event of Default, the Secured Party shall have the right at
any time to exchange certificates or instruments representing or evidencing
Securities Collateral for certificates or instruments of smaller or larger
denominations.  If any Securities
Collateral is not a security pursuant to Section 8-103 of the UCC, no
Grantor shall take any action that, under such Section, converts such
Securities Collateral into a security without causing the issuer thereof to
issue to it certificates or instruments evidencing such Securities Collateral,
which it shall promptly deliver to Secured Party as provided in this Section 9(a).


 


(b)                                 Covenants. 
Each Grantor shall (i) upon the occurrence and during the
continuance of an Event of Default, promptly deliver to Secured Party all
written notices received by it with respect to the Securities Collateral;
(ii) at its expense (A) perform and comply in all material respects with
all terms and provisions of any material agreement related to the Securities
Collateral required to be performed or complied with by it, (B) maintain all
such material agreements in full force and effect and (C) enforce all such
material agreements in accordance with their terms except to the extent that
the failure to do so could not reasonably be expected to adversely effect Secured
Party’s right in or the value of such Securities Collateral taken as a whole;
and (iii) promptly execute and deliver to Secured Party an agreement providing
for control by Secured Party of all Deposit Accounts and Securities Accounts of
such Grantor, in each case to the extent required to comply with subsection 6.11
of the Credit Agreement.


 


(c)                                  Voting and Distributions.  So long as no Event of Default shall have
occurred and be continuing, (i) each Grantor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Securities
Collateral or any part thereof for any purpose not prohibited by the terms of
this Agreement or the Credit Agreement; and (ii) each Grantor shall be
entitled to receive and retain any and all dividends, other distributions,
principal and interest paid in respect of the Securities Collateral.


 


Upon the occurrence and during the continuation of an
Event of Default, (x) upon written notice from Secured Party to any Grantor,
all rights of such Grantor to exercise the voting and other consensual rights
which it would otherwise be entitled to exercise pursuant hereto shall cease,
and all such rights shall thereupon become vested in Secured Party who shall
thereupon have the sole right to exercise such voting and other consensual
rights, (y) except as otherwise specified in the Credit Agreement, all rights
of such Grantor to receive the dividends, other distributions, principal and
interest payments which it would otherwise be authorized to receive and retain pursuant
hereto shall cease, and all such rights shall thereupon become vested in
Secured Party who shall thereupon have the sole right to receive and hold as
Collateral such dividends, other distributions, principal and interest
payments, and (z) all dividends, principal, interest payments and other
distributions which are received by such Grantor contrary to the provisions of
clause (y) above shall be received in trust for the benefit of Secured Party,
shall be segregated from other funds of such Grantor and shall forthwith be
paid over to Secured Party as Collateral in the same form as so received (with
any necessary endorsements).


 


In order to permit Secured Party to exercise the
voting and other consensual rights which it may be entitled to exercise pursuant
hereto and to receive all dividends and other distributions which it may be
entitled to receive hereunder, (I) each Grantor shall promptly


 


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execute and deliver (or
cause to be executed and delivered) to Secured Party all such proxies, dividend
payment orders and other instruments as Secured Party may from time to time
reasonably request, and (II) without limiting the effect of clause (I) above,
each Grantor hereby grants to Secured Party an irrevocable proxy to vote the
Pledged Equity and to exercise all other rights, powers, privileges and
remedies to which such Grantor would be entitled (including giving or
withholding written consents, calling special meetings and voting at such
meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Equity on the
record books of the issuer thereof) by any other Person (including the issuer
of the Pledged Equity or any officer or agent thereof), upon the occurrence and
during the continuance of an Event of Default and which proxy shall only
terminate upon the payment in full of the Secured Obligations (other than
Unasserted Obligations), the cure of such Event of Default or the waiver thereof
as evidenced by a writing executed by Secured Party.


 


SECTION 10.                                                  Special Covenants With
Respect to the Intellectual Property Collateral.


 


(a)                                  Each
Grantor shall:


 


(i)                                     take
any and all reasonable steps to protect the secrecy of all material trade secrets
relating to the products and services sold or delivered under or in connection
with the Intellectual Property Collateral, including, without limitation, where
appropriate entering into confidentiality agreements with employees and
labeling and restricting access to secret information and documents;


 


(ii)                                  use
proper statutory notice in connection with its use of any of the material
Intellectual Property Collateral to prevent loss of legal protection for such
Intellectual Property Collateral; and


 


(iii)                               use
a commercially appropriate standard of quality (which may be consistent with
such Grantor’s past practices) in the manufacture, sale and delivery of
products and services sold or delivered under or in connection with the
Trademarks.


 


(b)                                 Each
Grantor shall have the duty to diligently prosecute, file and/or make, unless
and until such Grantor, in its commercially reasonable judgment, decides
otherwise, (i) any application for registration relating to any of the
Intellectual Property Collateral owned by such Grantor and set forth on Schedules
8, 9 or 10 annexed hereto, as applicable, that is pending as
of the date of this Agreement, (ii) any application on any future
patentable but unpatented innovation or invention comprising Intellectual
Property Collateral (except for inventions of nominal commercial value or with
respect to which such Grantor has determined in the exercise of its
commercially reasonable judgment that it shall not seek a Patent on), and (iii)
any Trademark opposition and cancellation proceedings, renew Trademark
Registrations and Copyright Registrations and do any and all other acts which
are necessary or desirable in Grantor’s reasonable commercial judgment to
preserve and maintain all rights in all Intellectual Property Collateral that
is material to such Grantor’s business. 
Any expenses incurred in connection therewith shall be borne solely by
Grantors.  Subject to the foregoing, each
Grantor shall give Secured Party prior written notice of any abandonment of any
Intellectual Property Collateral that is material to such Grantor’s business.


 


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(c)                                  Except
as provided herein, each Grantor shall have the right to commence and prosecute
in its own name, as real party in interest, for its own benefit and at its own
expense, such suits, proceedings or other actions for infringement, unfair
competition, dilution, misappropriation or other violation, or reexamination or
reissue proceedings as are necessary to protect the Intellectual Property Collateral.  Each Grantor shall promptly, following its
becoming aware thereof, notify Secured Party of the institution of, or of any
adverse determination in, any proceeding (whether in an IP Filing Office or any
federal, state, local or foreign court) regarding such Grantor’s ownership,
right to use, or interest in any material Intellectual Property Collateral
(other than non-final “office actions” in connection with the prosecution of
applications).  Each Grantor shall
provide to Secured Party any information with respect thereto requested by
Secured Party.


 


(d)                                 In
addition to, and not by way of limitation of, the granting of a security
interest in the Collateral pursuant hereto, each Grantor, effective upon the
occurrence and during the continuance of an Event of Default, hereby grants to
Secured Party the nonexclusive right and license to use all Intellectual
Property Collateral owned or, to the extent that Grantor is lawfully able to
grant such license, used by such Grantor, all to the extent necessary to enable
Secured Party to realize on the Collateral in accordance with this Agreement
and to enable any transferee or assignee of the Collateral to enjoy the
benefits of the Collateral, such license, with respect to the Trademarks, being
subject to the user’s agreement to maintain standards of quality in connection
with the goods and services sold under such Trademarks sufficient to maintain
the validity of such Trademarks.  This
right shall inure to the benefit of all successors, assigns and transferees of
Secured Party and its successors, assigns and transferees, whether by voluntary
conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu
of foreclosure or otherwise.  Such right
and license shall be granted free of charge, without requirement that any
monetary payment whatsoever be made to such Grantor.


 


SECTION 11.                          Collateral Account.


 


(a)                                  Secured
Party is hereby authorized to establish and maintain as a blocked account under
the sole dominion and control of Secured Party, a restricted Deposit Account
designated as “Hexcel Corporation Collateral Account”.  All amounts at any time held in the
Collateral Account shall be beneficially owned by Grantors but shall be held in
the name of Secured Party hereunder, for the benefit of Beneficiaries, as
collateral security for the Secured Obligations upon the terms and conditions
set forth herein.  Grantors shall have no
right to withdraw, transfer or, except as expressly set forth herein or in the
Credit Agreement, otherwise receive any funds deposited into the Collateral
Account.  Anything contained herein to
the contrary notwithstanding, the Collateral Account shall be subject to such
applicable laws, and such applicable regulations of the Board of Governors of
the Federal Reserve System and of any other appropriate banking or Government
Authority, as may now or hereafter be in effect.  All deposits of funds in the Collateral
Account shall be made by wire transfer (or, if applicable, by intra-bank
transfer from another account of a Grantor) of immediately available funds, in
each case addressed in accordance with instructions of Secured Party.  Each Grantor shall, promptly after initiating
a transfer of funds to the Collateral Account, give notice to Secured Party by
telefacsimile of the date, amount and method of delivery of such deposit.  Cash held by Secured Party in the Collateral
Account shall not be invested by Secured Party but instead shall be maintained
as a cash deposit in the Collateral Account pending application thereof as
elsewhere provided in this Agreement or in the Credit Agreement.  To the extent permitted under


 


11





















 


Regulation Q of the Board
of Governors of the Federal Reserve System, any cash held in the Collateral
Account shall bear interest at the standard rate paid by Secured Party to its
customers for deposits of like amounts and terms.  Subject to Secured Party’s rights hereunder,
any interest earned on deposits of cash in the Collateral Account shall be
deposited directly in, and held in, the Collateral Account.


 


(b)                                 In the event that
Company is required to cash collateralize any Letter of Credit or Letters of
Credit pursuant to the Credit Agreement, other than pursuant to Section 8
of the Credit Agreement, in which case the provisions of Section 15(c) of
this Agreement shall apply, subject to the provisions of the Credit Agreement,
such cash collateral shall be retained by Secured Party until such time as such
Letter of Credit or Letters of Credit shall have expired or been surrendered
and any drawings under such Letter of Credit or Letters of Credit paid in full,
whether by reason of application of funds in the Collateral Account or
otherwise.  Secured Party is authorized
to apply any amount in the Collateral Account to pay any drawing on a Letter of
Credit.  Subject to the provisions of Section 15(c)
of this Agreement and the Credit Agreement, if any such cash collateral is no
longer required to be retained in the Collateral Account, it shall be paid by
Secured Party to Company or at Company’s direction.


 


SECTION 12.                          Secured Party Appointed
Attorney-in-Fact.


 


Each Grantor hereby irrevocably appoints Secured Party
as such Grantor’s attorney-in-fact (such appointment being coupled with an
interest), with full authority in the place and stead of such Grantor and in
the name of such Grantor, Secured Party or otherwise, from time to time in
Secured Party’s reasonable discretion to take any action and to execute any
instrument that Secured Party may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:


 


(a)                                  upon
the occurrence and during the continuance of an Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to Secured
Party pursuant to the Credit Agreement;


 


(b)                                 upon
the occurrence and during the continuance of an Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;


 


(c)                                  upon
the occurrence and during the continuance of an Event of Default, to receive,
endorse and collect any drafts or other Instruments, Documents, Chattel Paper
and other documents in connection with clauses (a) and (b) above;


 


(d)                                 upon
the occurrence and during the continuance of an Event of Default, to file any
claims or take any action or institute any proceedings that Secured Party may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce or protect the rights of Secured Party with respect to any
of the Collateral;


 


(e)                                  to
pay or discharge Taxes or Liens (other than Taxes not required to be discharged
pursuant to the Credit Agreement and Liens permitted under this Agreement or
the Credit Agreement, including, in each case, pursuant to subsection 6.3A
of the Credit Agreement) levied or placed upon or threatened against the
Collateral, the legality or validity thereof and the


 


12





















 


amounts necessary to
discharge the same to be determined by Secured Party in its sole discretion,
any such payments made by Secured Party to become obligations of such Grantor
to Secured Party, due and payable immediately without demand;


 


(f)                                    upon
the occurrence and during the continuance of an Event of Default, to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with Accounts and other documents relating to the
Collateral; and


 


(g)                                 upon
the occurrence and during the continuance of an Event of Default, generally to
sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though Secured Party were
the absolute owner thereof for all purposes, and to do, at Secured Party’s
option and Grantors’ expense, at any time or from time to time, all acts and
things that Secured Party deems necessary to protect, preserve or realize upon
the Collateral and Secured Party’s security interest therein in order to effect
the intent of this Agreement, all as fully and effectively as such Grantor
might do.


 


SECTION 13.                          Secured Party May Perform.


 


If any Grantor fails to perform any agreement contained
herein and such failure is not remedied to the satisfaction of Secured Party
within 15 days after being notified thereof, Secured Party may itself perform,
or cause performance of, such agreement, and the expenses of Secured Party
incurred in connection therewith shall be payable by Grantors under Section 18(b).


 


SECTION 14.                          Standard of Care.


 


The powers conferred on Secured Party hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. 
Except for the exercise of reasonable care in the custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Secured Party shall have no duty as to any Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. 
Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which Secured Party accords its
own property.


 


SECTION 15.                          Remedies.


 


(a)                                  Generally. 
If any Event of Default shall have occurred and be continuing, Secured
Party may, subject to Section 20 hereof, exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the UCC (whether or not the UCC applies to the affected
Collateral), and also may (i) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon request of Secured Party
forthwith, assemble all or part of the Collateral as directed by Secured Party
and make it available to Secured Party at a place to be designated by Secured
Party that is reasonably convenient to both parties, (ii) to the extent
permitted by applicable law, enter onto the property where any Collateral is
located and take possession thereof with or without judicial process, (iii) prior
to the disposition of the Collateral, store, process, repair or recondition the
Collateral or otherwise prepare the Collateral for disposition in any manner to
the extent Secured Party deems appropriate, (iv) to the extent permitted
by applicable law, take possession of any Grantor’s premises or place
custodians in


 


13





















 


exclusive control
thereof, remain on such premises and use the same and any of such Grantor’s
equipment for the purpose of completing any work in process, taking any actions
described in the preceding clause (iii) and collecting any Secured Obligation,
(v) without notice except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any of
Secured Party’s offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such other
terms as Secured Party may deem commercially reasonable, (vi) exercise
dominion and control over and refuse to permit further withdrawals from any
Deposit Account maintained with Secured Party or any Lender and provide
instructions directing the disposition of funds in Deposit Accounts not
maintained with Secured Party or any Lender and (vii) provide entitlement
orders with respect to Security Entitlements and other Investment Property
constituting a part of the Collateral and, without notice to any Grantor,
transfer to or register in the name of Secured Party or any of its nominees any
or all of the Securities Collateral. 
Secured Party or any Lender or Swap Counterparty may be the purchaser of
any or all of the Collateral at any such sale and Secured Party, as agent for
and representative of Lenders and Swap Counterparties (but not any Lender or
Swap Counterparty in its individual capacity unless Requisite Obligees shall
otherwise agree in writing), shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the
Secured Obligations as a credit on account of the purchase price for any
Collateral payable by Secured Party at such sale.  Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted.  Each Grantor agrees
that, to the extent notice of sale shall be required by law, at least ten days’
notice to such Grantor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification.  Secured Party shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given.  Secured Party may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. 
Each Grantor hereby waives any claims against Secured Party arising by
reason of the fact that the price at which any Collateral may have been sold at
such a private sale was less than the price which might have been obtained at a
public sale, even if Secured Party accepts the first offer received and does
not offer such Collateral to more than one offeree.  If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be jointly and severally liable for the deficiency
and the fees of any attorneys employed by Secured Party to collect such
deficiency.  Each Grantor further agrees
that a breach of any of the covenants contained in this Section 15 will
cause irreparable injury to Secured Party, that Secured Party has no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section shall be specifically enforceable
against such Grantor, and each Grantor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants
except for a defense that (i) no default has occurred giving rise to the
Secured Obligations becoming due and payable prior to their stated maturities,
or (ii) that the Secured Obligations (other than Unasserted Obligations) have
been paid in full.


 


(b)                                 Securities Collateral.  Each Grantor recognizes that, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws, Secured Party


 


14





















 


may be compelled, with
respect to any sale of all or any part of the Securities Collateral conducted
without prior registration or qualification of such Securities Collateral under
the Securities Act and/or such state securities laws, to limit purchasers to
those who will agree, among other things, to acquire the Securities Collateral
for their own account, for investment and not with a view to the distribution
or resale thereof.  Each Grantor
acknowledges that any such private placement may be at prices and on terms less
favorable than those obtainable through a sale without such restrictions
(including an offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances, each Grantor agrees
that any such private placement shall not be deemed, in and of itself, to be
commercially unreasonable and that Secured Party shall have no obligation to
delay the sale of any Securities Collateral for the period of time necessary to
permit the issuer thereof to register it for a form of sale requiring
registration under the Securities Act or under applicable state securities
laws, even if such issuer would, or should, agree to so register it.  If Secured Party determines to exercise its
right to sell any or all of the Securities Collateral during the continuance of
an Event of Default, upon written request, each Grantor shall and shall cause
each issuer of any Securities Collateral to be sold hereunder from time to time
to furnish to Secured Party all such information as Secured Party may request
in order to determine the amount of Securities Collateral which may be sold by
Secured Party in exempt transactions under the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder, as the same
are from time to time in effect.


 


(c)                                  Collateral Account.  If an Event of Default has occurred and is
continuing, any amounts on deposit in the Collateral Account, except for funds
then on deposit or thereafter deposited in the Collateral Account for the
purposes described in the next sentence, shall be held by Administrative Agent
and applied as Obligations become due or, if applicable, pursuant to subsection 2.4D
of the Credit Agreement.  If, in
accordance with Section 8 of the Credit Agreement, Company is required to
pay to Secured Party an amount (the “Aggregate
Available Amount”) equal to the maximum amount that may at any time
be drawn under all Letters of Credit then outstanding under the Credit
Agreement, Company shall deliver funds in such an amount for deposit in the
Collateral Account.  With respect to any
such funds on deposit in the Collateral Account, (i) upon any drawing
under any outstanding Letter of Credit, Secured Party shall apply any amount in
the Collateral Account to reimburse the Issuing Lender for the amount of such
drawing and (ii) in the event of cancellation or expiration of any Letter
of Credit, or in the event of any reduction in the maximum available amount
under any Letter of Credit, Secured Party shall apply the amount then on
deposit in the Collateral Account in excess of the Aggregate Available Amount
(calculated giving effect to such cancellation, expiration or reduction) as
provided in Section 17.


 


SECTION 16.                          Additional Remedies for
Intellectual Property Collateral.


 


(a)                                  Anything
contained herein to the contrary notwithstanding, upon the occurrence and
during the continuation of an Event of Default, (i) Secured Party shall
have the right (but not the obligation) to bring suit, in the name of any
Grantor, Secured Party or otherwise, to enforce any Intellectual Property
Collateral, in which event each Grantor shall, at the request of Secured Party,
do any and all lawful acts and execute any and all documents required by
Secured Party in aid of such enforcement and each Grantor shall promptly, upon
demand, reimburse and indemnify Secured Party as provided in subsections 10.2
and 10.3 of the Credit Agreement and Section 18 hereof, as applicable, in
connection with the exercise of its rights under this Section 16, and, to
the extent that Secured Party shall elect not to bring suit to


 


15





















 


enforce any Intellectual
Property Collateral as provided in this Section, each Grantor agrees to use all
reasonable measures, whether by action, suit, proceeding or otherwise, to
prevent the infringement of any of the Intellectual Property Collateral by
others and for that purpose agrees to use its commercially reasonable judgment
in commencing or maintaining any action, suit or proceeding or other action
against any Person so infringing reasonably necessary to prevent such
infringement; (ii) upon written demand from Secured Party, each Grantor
shall execute and deliver to Secured Party an assignment or assignments of the
Intellectual Property Collateral and such other documents as are necessary or
appropriate to carry out the intent and purposes of this Agreement; and
(iii) within five Business Days after written notice from Secured Party,
each Grantor shall make available to Secured Party, to the extent within such
Grantor’s power and authority, such personnel in such Grantor’s employ as
Secured Party may reasonably designate, by name, title or job responsibility,
to permit such Grantor to continue, directly or indirectly, to produce,
advertise and sell the products and services sold or delivered by such Grantor
under or in connection with the Trademarks, such persons to be available to
perform their prior functions on Secured Party’s behalf and to be compensated
by Secured Party at such Grantor’s expense on a per diem, pro-rata basis
consistent with the salary and benefit structure applicable to each as of the
date of such Event of Default.


 


(b)                                 If
(i) an Event of Default shall have occurred and, by reason of cure,
waiver, modification, amendment or otherwise, no longer be continuing,
(ii) no other Event of Default shall have occurred and be continuing,
(iii) an assignment to Secured Party of any rights, title and interests in
and to the Intellectual Property Collateral shall have been previously made,
and (iv) the Secured Obligations shall not have become immediately due and
payable, upon the written request of any Grantor, Secured Party shall promptly
execute and deliver to such Grantor such assignments as may be necessary to
reassign to such Grantor any such rights, title and interests as may have been
assigned to Secured Party as aforesaid, subject to any disposition thereof that
may have been made by Secured Party; provided, after giving effect to such
reassignment, Secured Party’s security interest granted pursuant hereto, as
well as all other rights and remedies of Secured Party granted hereunder, shall
continue to be in full force and effect.


 


SECTION 17.                          Application of Proceeds.


 


Except as expressly provided elsewhere in this
Agreement, all proceeds received by Secured Party in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
shall be applied as provided in the Credit Agreement.


 


SECTION 18.                          Indemnity and Expenses.


 


(a)                                  Grantors
jointly and severally agree to indemnify Secured Party, each Lender and each
Swap Counterparty from and against any and all claims, losses and liabilities
in any way relating to, growing out of or resulting from this Agreement and the
transactions contemplated hereby (including, without limitation, enforcement of
this Agreement), except to the extent such claims, losses or liabilities result
from Secured Party’s or such Lender’s or Swap Counterparty’s gross negligence
or willful misconduct as finally determined by a court of competent
jurisdiction, in accordance with subsection 10.3 of the Credit Agreement,
the terms of which are incorporated herein, mutatis mutandis.


 


16





















 


(b)                                 Grantors
jointly and severally agree to pay to Secured Party upon demand the amount of
any and all costs and expenses in accordance with subsection 10.2 of the
Credit Agreement.


 


(c)                                  The
obligations of Grantors in this Section 18 shall (i) survive the
termination of this Agreement and the discharge of Grantors’ other obligations
under this Agreement, the Lender Swap Agreements, the Credit Agreement and the
other Loan Documents and (ii), as to any Grantor that is a party to a
Subsidiary Guaranty, be subject to the provisions of Section 1(b) thereof.


 


SECTION 19.                          Continuing Security
Interest; Transfer of Loans; Termination and Release.


 


(a)                                  Subject
to the provisions of subsection 10.1 of the Credit Agreement, any Lender
may assign or otherwise transfer any Loans held by it to any other Person, and
such other Person shall thereupon become vested with all the benefits in
respect thereof granted to Lenders herein or otherwise.


 


(b)                                 Upon
the latest of (i) payment in full in cash of the Secured Obligations (other
than in respect of any and all Unasserted Obligations) then owing to the
Secured Party or any other Person (including, without limitation, any Lender or
Swap Counterparty), (ii) the Revolving Loan Commitment Termination Date, to the
extent that there exists Revolving Loan Exposure, (iii) the Tranche B Term Loan
Maturity Date, to the extent that there exists Term Loan Exposure, (iv) the
termination or expiration of all Letters of Credit, and (v) the cancellation or
termination of all Commitments, this Agreement and the pledge and security
interest granted hereby shall immediately and automatically terminate and all
rights to the Collateral shall revert to the applicable Grantor.


 


(c)                                  While
the Credit Agreement is in effect, upon any sale, lease, transfer or other
disposition of any item of Collateral of any Grantor in accordance with the
terms of the Loan Documents, the pledge and security interest granted hereby in
such Collateral shall immediately and automatically terminate, and all rights
to such Collateral shall revert to the applicable Grantor, in each case without
any further action by the Secured Party or any other Person (including, without
limitation, any Lender or Swap Counterparty).


 


(d)                                 While
the Credit Agreement is in effect, if (A) all or a majority of the stock of a
Grantor or any of its successors in interest under this Agreement shall be sold
or otherwise disposed of (including by merger or consolidation) in accordance
with the terms of the Loan Documents, or (B) a Grantor shall liquidate or
dissolve in accordance with the terms of the Loan Documents, then, in each
case, the obligations of such Grantor or such successor in interest, as the
case may be, hereunder shall automatically be discharged and released without
any further action by the Secured Party or any other Person (including any
Lender or Swap Counterparty) effective as of the time of such sale, merger,
liquidation or dissolution.


 


(e)                                  Upon
any termination of this Agreement or the security interest with respect to any
Collateral hereunder or any discharge and release of a Grantor’s obligations
hereunder, in each case as described in subsections (b), (c) and (d) of this Section 19,
the Secured Party will, at the applicable Grantor’s expense, execute and
deliver to such Grantor such


 


17





















 


documents as such Grantor
shall reasonably request to evidence such termination, discharge or release.


 


SECTION 20.                          Secured Party as Agent.


 


(a)                                  Secured
Party has been appointed to act as Secured Party hereunder by Lenders and, by
their acceptance of the benefits hereof, Swap Counterparties.  Secured Party shall be obligated, and shall
have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any
action (including, without limitation, the release or substitution of
Collateral), solely in accordance with this Agreement and the Credit Agreement;
provided that Secured Party shall exercise, or refrain from exercising, any
remedies provided for in Section 15 hereof in accordance with the
instructions of Requisite Obligees.  In
furtherance of the foregoing provisions of this Section 20(a), each Swap
Counterparty, by its acceptance of the benefits hereof, agrees that it shall
have no right individually to realize upon any of the Collateral hereunder, it
being understood and agreed by such Swap Counterparty that all rights and
remedies hereunder may be exercised solely by Secured Party for the benefit of
Lenders and Swap Counterparties in accordance with the terms of this Section 20(a).


 


(b)                                 Secured
Party shall at all times be the same Person that is Administrative Agent under
the Credit Agreement.  Written notice of
resignation by Administrative Agent pursuant to subsection 9.5 of the
Credit Agreement shall also constitute notice of resignation as Secured Party
under this Agreement; and appointment of a successor Administrative Agent
pursuant to subsection 9.5 of the Credit Agreement shall also constitute
appointment of a successor Secured Party under this Agreement.  Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a
successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Secured Party under this Agreement, and the retiring
Secured Party under this Agreement shall promptly (i) transfer to such
successor Secured Party all sums, securities and other items of Collateral held
hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Secured Party under this Agreement, and (ii) execute and deliver to such
successor Secured Party such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Secured Party of the security interests created
hereunder, whereupon such retiring Secured Party shall be discharged from its
duties and obligations under this Agreement. 
After any retiring Administrative Agent’s resignation hereunder as
Secured Party, the provisions of this Agreement shall inure to its benefit as
to any actions taken or omitted to be taken by it under this Agreement while it
was Secured Party hereunder.


 


(c)                                  Secured
Party shall not be deemed to have any duty whatsoever with respect to any Swap
Counterparty until it shall have received written notice in form and substance
satisfactory to Secured Party from a Grantor or the Swap Counterparty as to the
existence and terms of the applicable Lender Swap Agreement.


 


SECTION 21.                          Additional Grantors.


 


The initial Grantors hereunder shall be Company and
such of the Subsidiaries of Company as are signatories hereto on the date
hereof.  From time to time subsequent to
the date


 


18





















 


hereof, additional
Subsidiaries of Company may become Additional Grantors, by executing a
Counterpart.  Upon delivery of any such
Counterpart to Secured Party, notice of which is hereby waived by Grantors,
each such Additional Grantor shall be a Grantor and shall be as fully a party
hereto as if such Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Grantor hereunder, nor by any election of
Secured Party not to cause any Subsidiary of Company to become an Additional
Grantor hereunder.  This Agreement shall
be fully effective as to any Grantor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to
be a Grantor hereunder.


 


SECTION 22.                          Amendments; Etc.


 


No amendment, modification, termination or waiver of
any provision of this Agreement, and no consent to any departure by any Grantor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Secured Party and, in the case of any such amendment or
modification, by Grantors; provided this Agreement may be modified by
the execution of a Counterpart by an Additional Grantor in accordance with Section 21
hereof and Grantors hereby waive any requirement of notice of or consent to any
such amendment.  Any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given.


 


SECTION 23.                          Notices.


 


Any notice or other communication herein required or
permitted to be given shall be in writing and may be personally served or sent
by telefacsimile or United States mail or courier service and shall be deemed
to have been given when delivered in person or by courier service and signed
for against receipt thereof, upon receipt of telefacsimile in complete and
legible form, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed; provided that notices
to Secured Party shall not be effective until received.  For the purposes hereof, the address of each
party hereto shall be as provided in subsection 10.8 of the Credit
Agreement or as set forth under such party’s name on the signature pages hereof
or such other address as shall be designated by such party in a written notice
delivered to the other parties hereto.


 


SECTION 24.                          Failure or Indulgence Not
Waiver; Remedies Cumulative.


 


No failure or delay on the part of Secured Party in
the exercise of any power, right or privilege hereunder shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude any other or further exercise thereof or of
any other power, right or privilege.  All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.


 


SECTION 25.                          Severability.


 


In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


19





















 


SECTION 26.                          Headings.


 


Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.


 


SECTION 27.                          Governing Law; Rules of
Construction.


 


THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT
THAT THE UCC PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE
LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY
INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL.  The rules of construction set forth in subsection 1.3
of the Credit Agreement shall be applicable to this Agreement mutatis mutandis.


 


SECTION 28.                          Consent to Jurisdiction
and Service of Process.


 


ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY
GRANTOR OR SECURED PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY
OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT
(OR ACCEPTING THE BENEFITS HEREOF), EACH GRANTOR AND SECURED PARTY, EACH FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS; (II) WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY
SUCH PROCEEDING IN ANY SUCH PROCEEDING MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED IN ACCORDANCE
WITH SECTION 23 HEREOF; (IV) AGREES THAT SERVICE AS PROVIDED IN
CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; (V) AGREES THAT ANY GRANTOR OR SECURED
PARTY RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS AGAINST SUCH GRANTOR OR SECURED PARTY IN THE COURTS OF
ANY OTHER JURISDICTION; AND (VI) AGREES THAT THE PROVISIONS OF THIS SECTION 28
RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE
FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402
OR OTHERWISE.


 


20





















 


SECTION 29.                          Waiver of Jury Trial.


 


EACH GRANTOR AND SECURED PARTY HEREBY AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT. 
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  EACH GRANTOR AND SECURED PARTY
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR GRANTORS AND SECURED
PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT GRANTORS AND SECURED PARTY
HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS.  EACH GRANTOR AND SECURED PARTY
FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 29 AND EXECUTED BY EACH OF THE PARTIES HERETO),
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT.  In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.


 


SECTION 30.                          Counterparts.


 


This Agreement and any amendments, waivers, consent or
supplements hereto or in connection herewith may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered, including by facsimile, shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.


 


SECTION 31.                          Definitions.


 


(a)                                  Each
capitalized term utilized in this Agreement that is not defined in the Credit
Agreement or in this Agreement, but that is defined in the UCC, including the
categories of Collateral listed in Section 1 hereof, shall have the
meaning set forth in Articles 1, 8 or 9 of the UCC.


 


(b)                                 In
addition, the following terms used in this Agreement shall have the following
meanings:


 


“Additional Grantor”
means a Subsidiary of Company that becomes a party hereto after the date hereof
as an additional Grantor by executing a Counterpart.


 


21





















 


 “Beneficiary” means
Administrative Agent, and each Lender and each Swap Counterparty.


 


“Collateral” has
the meaning set forth in Section 1 hereof.


 


“Collateral Account” means the “Hexcel
Corporation Collateral Account” established pursuant to Section 11.


 


“Copyright Registrations”
means all copyright registrations issued to any Grantor and applications for
copyright registration that have been or may hereafter be issued to or applied
for thereon by any Grantor in the United States and any state thereof and in
foreign countries (including, without limitation, the United States
registrations set forth on Schedule 10 annexed hereto, as the same
may be amended pursuant hereto from time to time).


 


“Copyright Rights”
means all common law and other rights of any Grantor in and to the Copyrights
in the United States and any state thereof and in foreign countries including
all copyright licenses (but with respect to such copyright licenses, only to
the extent permitted by such licensing arrangements), the right (but not the
obligation) to renew and extend Copyright Registrations and any such rights and
to register works protectable by copyright and the right (but not the
obligation) to sue for past, present and future infringements of the Copyrights
and any such rights.


 


“Copyrights” means
copyrights of any Grantor in various published and unpublished works of
authorship including, without limitation and, to the extent copyrightable,
computer programs, computer data bases, other computer software layouts,
drawings, designs, writings, and formulas (including, without limitation, the
works which are the subject of United States registrations set forth on Schedule 10
annexed hereto, as the same may be amended pursuant hereto from time to time).


 


“Counterpart” means
a counterpart to this Agreement entered into by a Subsidiary of Company
pursuant to Section 21 hereof.


 


“Credit Agreement”
has the meaning set forth in the Preliminary Statements of this Agreement.


 


“Domestic Foreign Holding Company”
has the meaning set forth in the Credit Agreement.


 


“Equity Interests”
means all shares of stock, partnership interests, interests in Joint Ventures,
limited liability company interests and all other equity interests in a Person,
whether such stock or interests are classified as Investment Property or
General Intangibles under the UCC.


 


“Event of Default”
means any Event of Default as defined in the Credit Agreement or, after payment
in full of all Obligations under the Credit Agreement and the other Loan
Documents, the cancellation or expiration of all Letters of Credit and the
termination of the Commitments, the occurrence of an Early Termination Date (as
defined in a Master Agreement


 


22





















 


in the form prepared by
the International Swap and Derivatives Association, Inc. or a similar event under any similar swap agreement) under
any Lender Swap Agreement.


 


“Excluded Property” means the convertible debt
securities termed an “obligations remboursables en actions” issued by Hexcel
Holdings SAS (and any additional such convertible debt securities issued by
Hexcel Holdings SAS) and all agreements and documents directly related thereto.


 


“Foreign Corporation” has the meaning set
forth in the Credit Agreement.


 


“Foreign Subsidiary” has the
meaning set forth in the Credit Agreement.


 


“Grant” means a
Grant of Trademark Security Interest, substantially in the form of Exhibit I
annexed hereto, and a Grant of Patent Security Interest, substantially in the
form of Exhibit II annexed hereto, and a Grant of Copyright Security Interest,
substantially in the form of Exhibit III annexed hereto.


 


“Intellectual Property Collateral”
means, with respect to any Grantor all right, title and interest (including
rights acquired pursuant to a license or otherwise but only to the extent
permitted by agreements governing such license or other use) in and to all


 


(a)                                  Copyrights,
Copyright Registrations and Copyright Rights, and all renewals and extensions
thereof, throughout the world;


 


(b)                                 Patents;


 


(c)                                  Trademarks,
Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s
business connected with and symbolized by the Trademarks;


 


(d)                                 all
trade secrets, trade secret rights, including, but not limited to, trade
secrets in know-how, customer lists, processes of production, ideas,
confidential business information, techniques, processes, formulas, and all
other proprietary information; and


 


(e)                                  all
proceeds thereof (such as, by way of example and not by limitation, license
royalties and proceeds of infringement suits).


 


“IP Supplement”
means an IP Supplement, substantially in the form of Exhibit V annexed
hereto.


 


“Lender Swap Agreement”
means an Interest Rate Agreement, Currency Agreement or other swap agreement
between Company or a Subsidiary of Company and a Swap Counterparty.


 


“Patents” means all
patents and patent applications and rights and interests in patents and patent
applications under any domestic or foreign law that are presently, or in the
future may be, owned or held by a Grantor and all patents and patent
applications and rights, title and interests in patents and patent applications
under any domestic or foreign law that are presently, or in the future may be,
owned by such Grantor in whole or in part (including, without limitation, the
United States patents and United States patent applications set forth on Schedule 9
annexed


 


23





















 


hereto), all rights (but
not obligations) corresponding thereto to sue for past, present and future
infringements and all re-issues, divisions, continuations, renewals, extensions
and continuations-in-part thereof.


 


“Pledged Debt”
means the Indebtedness from time to time owed to a Grantor, including the
Indebtedness set forth on Schedule 7 annexed hereto and issued by
the obligors named therein, the Instruments and certificates evidencing such
Indebtedness and all interest, cash or other property received, receivable or
otherwise distributed in respect of or exchanged therefor; provided that
(1) Indebtedness owing to a Grantor by a Person that is not a Grantor and which
has a stated principal amount of less than $1,000,000 shall not constitute
Pledged Debt hereunder and (2) for the avoidance of doubt, the Excluded
Property shall not constitute Pledged Debt.


 


“Pledged Equity”
means all Equity Interests issued by Material Subsidiaries of Company now or
hereafter owned by a Grantor, including all securities convertible into, and
rights, warrants, options and other rights to purchase or otherwise acquire,
any of the foregoing, including those owned on the date hereof and set forth on
Schedule 6 annexed hereto, the certificates or other instruments
representing any of the foregoing and any interest of such Grantor in the
entries on the books of any securities intermediary pertaining thereto and all
distributions, dividends and other property received, receivable or otherwise
distributed in respect of or exchanged therefor; provided that (1)
Equity Interests described in clauses (i) and (ii) of the final paragraph of Section 1
hereof shall not constitute Pledged Equity and (2) for the avoidance of doubt,
the Excluded Property shall not constitute Pledged Equity.


 


“Pledge Supplement”
means a Pledge Supplement, in substantially the form of Exhibit IV
annexed hereto, in respect of the additional Pledged Equity or Pledged Debt
pledged pursuant to this Agreement.


 


“Requisite Obligees”
means either (i) Requisite Lenders, or (ii) after payment in full of
all Obligations under the Credit Agreement and the other Loan Documents (other
than Unasserted Obligations), the cancellation or expiration of all Letters of
Credit and the termination of the Commitments, the holders of a majority of the
aggregate amount then due and payable (exclusive of expenses and similar
payments but including any early termination payments then due) under Lender
Swap Agreements (including Lender Swap Agreements that have been terminated).


 


“Restricted Patents” means the
Patents set forth on Schedule 14 annexed hereto.


 


“Secured Obligations”
has the meaning set forth in Section 2 hereof.


 


“Securities
Collateral” means, with respect to any Grantor, the Pledged Equity
and the Pledged Debt in which such Grantor has an interest.


 


“Swap Counterparty”
means a Person that enters into a swap agreement with Company or a Subsidiary
and is a Lender or an Affiliate of a Lender at the time such agreement is
entered into.


 


“Trademark Registrations”
means all registrations for Trademarks that have been or may hereafter be
issued or applied for by any Grantor in the United States and any state thereof


 


24





















 


and in foreign countries
(including, without limitation, the United States registrations and United
States applications set forth on Schedule 8 annexed hereto).


 


“Trademark Rights”
means all common law and other rights of any Grantor (but in no event any of
the obligations) in and to the Trademarks in the United States and any state
thereof and in foreign countries.


 


“Trademarks” means
all trademarks, service marks, designs, logos, indicia, tradenames, trade
dress, corporate names, company names, business names, fictitious business
names, trade styles and/or other source and/or business identifiers and
applications pertaining thereto, owned by a Grantor, or hereafter adopted and
used, in its business (including, without limitation, the United States trademarks
specifically set forth on Schedule 8 annexed hereto).


 


“UCC” means the
Uniform Commercial Code, as it exists on the date of this Agreement or as in
effect from time to time, in the State of New York.


 


[Remainder of page
intentionally left blank]


 


25





















 


IN WITNESS WHEREOF,
Grantors and Secured Party have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date
first written above.


 


	
   

  	
  HEXCEL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ira J.
  Krakower

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ira J.
  Krakower

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Two Stamford Plaza

  	
   

  
	
   

  	
  281 Tresser Boulevard

  	
   

  
	
   

  	
  Stamford, Connecticut 06901

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Each of the entities listed on Schedule A annexed

  hereto

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ira J.
  Krakower

  	
   

  	
   

  
	
   

  	
   

  	
  on behalf of
  each of the entities listed on

  	
   

  
	
   

  	
   

  	
  Schedule A
  annexed hereto

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Ira J.
  Krakower

  	
   

  
	
   

  	
   

  	
  Title:
  Secretary

  	
   

  
								



 





















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS

  	
   

  
	
   

  	
  as
  Administrative Agent and as Secured Party

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan
  LeFevre

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan
  LeFevre

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul O’Leary

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul O’Leary

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  60 Wall Street

  	
   

  
	
   

  	
  MS NYC60-4305

  	
   

  
	
   

  	
  New York, NY 10005

  	
   

  
	
   

  	
  Attn: Marguerite Sutton

  	
   

  
	
   

  	
  (212) 280-6150