HEXCEL CORPORATION. By: /s/ Xxxxx X. Xxxxxx
HEXCEL CORPORATION. By: ------------------- Name: Title:
HEXCEL CORPORATION. By: /s/ Xxx Xxxxxxxx ------------------------------ Name: Xxx X. Xxxxxxxx Title: Senior Vice President
HEXCEL CORPORATION. By: --------------------- Name: Title: EXHIBIT B FORM OF CERTIFICATE OF DESIGNATIONS of SERIES B CONVERTIBLE PREFERRED STOCK of HEXCEL CORPORATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware Hexcel Corporation, a Delaware corporation (the "Corporation"), certifies that pursuant to the authority contained in its Restated Certificate of Incorporation (the "Certificate of Incorporation"), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the "DGCL"), its Board of Directors (the "Board of Directors") has adopted the following resolution creating a series of its Preferred Stock, without par value, designated as Series B Convertible Preferred Stock: RESOLVED, that a series of authorized Preferred Stock, without par value, of the Corporation be hereby created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:
HEXCEL CORPORATION. By: ---------------------- Name: Title: EXHIBIT C FORM OF STOCKHOLDERS AGREEMENT dated as of [ ], 2003 among Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership, Berkshire Fund V Investment Corp., Berkshire Fund VI Investment Corp., Berkshire Investors LLC Greenbriar Co-Investment Partners, L.P. Greenbriar Equity Fund, L.P. and Hexcel Corporation STOCKHOLDERS AGREEMENT, dated as of [ ], 2003, among Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership ("Berkshire V"), Berkshire Fund VI, Limited Partnership, a Massachusetts limited partnership ("Berkshire VI"), Berkshire Fund V Investment Corp., a Massachusetts corporation ("Berkshire V Investment Corp."), Berkshire Fund VI Investment Corp., a Massachusetts corporation ("Berkshire VI Investment Corp."), Berkshire Investors LLC, a Massachusetts limited liability company ("Berkshire Investors"), Greenbriar Co-Investment Partners, L.P., a Delaware limited partnership ("Greenbriar Co-Investment"), Greenbriar Equity Fund, L.P., a Delaware limited partnership ("Greenbriar Fund"), and Hexcel Corporation, a Delaware corporation ("Hexcel").
HEXCEL CORPORATION. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chairman (Président) BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender, Issuing Lender and Swing Line Lender By: /s/ Xxxxxxx X. XxXxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx Title: Senior Vice President By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Senior Vice President By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President By: /s/ Xxxxxxx XxXxxx Name: Xxxxxxx XxXxxx Title: Vice President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: /s/ Nicolas Courtaigne Name: Nicolas Courtaigne Title: Vice President By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxx Title: First Vice President By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxx, XX Name: Xxxxx X. Xxxxxx, XX Title: Vice President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President — Senior Corporate Banker To: Bank of America, N.A., as Administrative Agent Pursuant to that certain Credit Agreement dated as of July 9, 2010, as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Hexcel Corporation, a Delaware corporation (“Company”), Hexcel Holdings SASU, a société par actions simplifiée organized under the laws of France (“Co-Borrower” and together with Company, the “Borrowers” and each a “Borrower”), the financial institutions from time to time party thereto as Lenders (“Lenders”), and Bank of America, N.A., as Administrative Agent (“Administrative Ag...
HEXCEL CORPORATION. CREDIT AGREEMENT
HEXCEL CORPORATION. By: ----------------------------- Name: Title: LXH, L.L.C. By: GS Capital Partners 2000, L.P., its managing member By: GS Advisors 2000, L.L.C., its general partner By: ----------------------------- Name: Title: LXH II, L.L.C. By: GS Capital Partners 2000 Offshore, L.P., its managing member By: GS Advisors 2000, L.L.C., its general partner By: ----------------------------- Name: Title: Exhibit D to Exhibit 10.1 BYLAWS OF HEXCEL CORPORATION A DELAWARE CORPORATION AMENDED AND RESTATED AS OF [ ], 2000 OFFICES
HEXCEL CORPORATION. By: /s/ Xxxxx X. Xxxxxx Title: Senior Vice President Notice Address: Two Stamford Plaza 000 Xxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS individually and as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxx Xxxxxxxxx Title: Vice President Notice Address: 00 Xxxx Xxxxxx XX XXX00-0000 Xxx Xxxx, XX 00000-0000 Attn: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 By: /s/ Xxxxxxx X. XxXxxxxxxx Title: Senior Vice President By: /s/ Xxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx X. Xxxxxxxxxxx Title: Vice President
HEXCEL CORPORATION by /s/ Ira Krakower --------------------- Name: Ira J. Krakower Title: Senior Vice President
