8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 16, 2004	(December 10, 2004)
Date of report	(Date of earliest event reported)

Hexcel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8472	94-1109521
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
(Address of Principal Executive Offices and Zip Code)
(203) 969-0666
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

                On December 10, 2004, Hexcel adopted a director compensation program covering cash compensation and equity grants for non-employee members of the Board.  The program establishes annual retainer and meeting fees, and equity awards to be granted to directors upon joining the board and upon re-election to the board, and gives any non-employee director not affiliated with the Goldman Sachs investors or the Berkshire/Greenbriar investors the option each year to elect to receive an additional equity grant in lieu of annual retainer fees.  The term “Goldman Sachs investors” refers to a group of investment funds controlled by the Goldman Sachs Group, Inc., and the term “Berkshire/Greenbriar investors” refers to a group of investment funds affiliated with Berkshire Partners LLC and Greenbriar Equity Group LLC.  The program is filed as exhibit 99.1 to this report.

On December 10, 2004, Hexcel adopted the Hexcel Corporation Nonqualified Deferred Compensation Plan.  This plan addresses the IRS-imposed dollar limitations that exist with respect to qualified 401(k) plans (such as Hexcel’s), which restrict both the pre-tax contributions that can be made by an employee and the matching, profit-sharing and other contributions that can be made by the company.  This plan will permit a small group of highly compensated employees to defer a percentage of their pay, and receive employer match and profit sharing contributions, above the IRS-imposed qualified plan limits.  The plan is filed as exhibit 99.2 to this report.

                On December 14, 2004, Hexcel entered into an underwriting agreement with Goldman, Sachs & Co. and Credit Suisse First Boston LLC, as representatives of a group of underwriters (the “Underwriters”).  The underwriting agreement provides for the sale by the Goldman Sachs investors and the Berkshire/Greenbriar investors of an aggregate of 21 million shares of Hexcel common stock (plus, at the option of the underwriters, an additional 3.5 million shares).  In the underwriting agreement, among other things, Hexcel makes customary representations and warranties to the Underwriters, indemnifies the Underwriters for damages suffered as a result of any materially misleading information contained in the prospectus relating to the offering (except for information supplied by the Underwriters), and agrees to pay certain fees and expenses relating to the offering.  The underwriting agreement is filed as exhibit 99.3 to this report.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	99.1	Director Compensation Program.
	99.2	Hexcel Corporation Nonqualified Deferred Compensation Plan.
	99.3	Underwriting Agreement, dated as of December 14, 2004, between Hexcel Corporation and Goldman, Sachs & Co. and Credit Suisse First Boston LLC as representatives of the several underwriters named on schedule I thereto.

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Signature

Pursuant to the requirements of the Securi­ties Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its be­half by the undersigned hereunto duly authorized.

	HEXCEL CORPORATION
December 16, 2004
	/s/ Ira J. Krakower
	Ira J. Krakower
	Senior Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Director Compensation Program.
99.2	Hexcel Corporation Nonqualified Deferred Compensation Plan.
99.3	Underwriting Agreement, dated as of December 14, 2004, between Hexcel Corporation and Goldman, Sachs & Co. and Credit Suisse First Boston LLC as representatives of the several underwriters named on schedule I thereto.

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EX-99.1

Exhibit 99.1

Hexcel Corporation

Director Compensation Program

Each member of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.

Cash Compensation

Annual Retainer Fees

•Annual retainer fee in the amount of $30,000

•Additional annual retainer fee in the amount of $3,000 for the Chairman of each standing committee of the Board other than the Audit Committee

•Additional annual retainer fee in the amount of $5,000 for the Chairman of the Audit Committee

Meeting Fees

•Fee in the amount of $1,200 for attending any meeting of the Board in person

•Fee in the amount of $600 for attending any meeting of the Board by telephone

•Fee in the amount of $600 for attending any meeting of any committee of the Board, whether in person or by telephone

Equity Compensation

Initial and Annual Equity Grant

Upon (1) initial election to the Board and (2) upon re-election to the Board and effective as of the date of the Annual Meeting of Stockholders each year, each Non-employee Director shall be awarded a grant of Restricted Stock Units (RSUs) on the following basis:

•The aggregate value of each grant shall be determined by the Compensation Committee from time to time based on the advice of its independent compensation consultant and other factors it deems relevant.

•Each RSU shall have a value equal to the closing price of a share of common stock on the date of grant.

•The RSUs shall vest one-third on grant and one-third on each of the first and second anniversaries of the date of grant, and will convert into an equal number of shares of common stock on the second anniversary of the date of grant.

•Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board.  Such election must be

made within thirty days after the grant date, and if made will be irrevocable.  The will defer conversion, but not vesting.

•The RSUs will be issued under a Restricted Stock Unit Agreement in the form attached as Exhibit A.  The appropriate officers of the Company have the authority to make changes to the form of Restricted Stock Unit Agreement to preserve the tax deferred nature of any deferral election by a director in accordance with the requirements of the American Jobs Creation Act of 2004.

Option to Receive RSUs in lieu of Annual Retainer Fees

Each Non-Employee Director who is not an Investor Director shall be given the option to receive such person’s Annual Retainer Fees in the form of RSUs on the following basis:

•An “Investor Director” is a director who is affiliated with The Goldman Sachs Group, Inc., Berkshire Investors LLC or Greenbriar Equity Group LLC, or any of their affiliates.

•Annual Retainer Fees includes all fees listed under the heading “Annual Retainer Fees” above.

•The election is “all-or-nothing” – if made, it must be for 100% of such director’s Annual Retainer Fee for a particular year.

•The aggregate value of the grant shall be equal to the amount of fees deferred, increased by a premium.  The amount of the premium shall be determined by the Compensation Committee from time to time based on the advice of its independent compensation consultant and other factors it deems relevant.

•Each RSU shall be valued at the closing price of a share of common stock on the date of grant.

•The RSUs will vest ratably over the 12 month period beginning on the date of grant, and will convert into an equal number of shares of common stock on the first anniversary of the date of grant.

•Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board.  Such election must be made within thirty days after the grant date, and if made will be irrevocable.  The will defer conversion, but not vesting.

•The RSUs will be issued under a Restricted Stock Unit Agreement in the form attached as Exhibit B.  The appropriate officers of the Company have the authority to make changes to the form of Restricted Stock Unit Agreement to preserve the tax deferred nature of any deferral election by a director in accordance with the requirements of the American Jobs Creation Act of 2004.

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EX-99.2

EXHIBIT 99.2

HEXCEL CORPORATION

Nonqualified Deferred Compensation Plan

Effective as of January 1, 2005

ARTICLE I.
DEFINITIONS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Qualified Plan.  In addition, the following capitalized terms used herein shall have the meanings ascribed to them in this Article I.

1.1“Accounts” means accounts established and maintained for one or more years under the Plan for each Participant, including the Deferral Account and, in the event Company Contributions are made, the Company Account.

1.2“Act” means the Employee Retirement Income Security Act of 1974, as amended.

1.3“Accrued Benefit” means the amount of the credit balance of the Participant’s Accounts, determined pursuant to Article III as of the close of business on the day with respect to which the Accrued Benefit is determined.

1.4“Affiliated Employer” means any corporation or trade or business which is required to be treated, for purposes of determining whether there has been a separation from service for purposes of Section 2.9(a), as a Participant’s employer, either as a member of a controlled group of corporations, a group of businesses under common control or an affiliated service group (within the meaning of Sections 414(b), (c), and (m) of the Code) of which the Company is a member, or as any other entity required to be aggregated with the Company pursuant to Sections 414(n) or(o) and/or 409A(d)(6) of the Code and the regulations thereunder.

1.5“Annual Installment Amount” means with respect to a Participant for a Plan Year the annual amount or the sum of the quarterly or semiannual amounts payable under Section 2.9(e) to the Participant in the Plan Year.

1.6“Board” means the Board of Directors of the Company.

1.7“Code” means the Internal Revenue Code of 1986, as amended.

1.8“Committee” means a committee of the Board established to administer the Plan or, in the absence of the establishment of such a committee, the “retirement committee” appointed under the Qualified Plan.

1.9“Company” means Hexcel Corporation, a Delaware corporation.

1.10“Company Account” means an account established and maintained under the Plan for a Participant, which account shall be credited with Company Contributions, if any, that are provided pursuant to Sections 2.5 or 2.6 of the Plan, adjusted to reflect an investment return factor as provided in Article III.

1.11“Company Contributions” means amounts, if any, credited to a Participant’s Company Account by the Participant’s Employer, which may consist of (i) Nonqualified Matching Contributions (ii) Nonqualified Basic and Special Additional Profit Sharing Contributions; and (iii) Nonqualified Discretionary Profit Sharing Contributions.

1.12“Compensation” means Compensation as defined in the Qualified Plan for purposes of calculating contributions (before application of the Pay Cap) plus any amounts deferred by a Participant

under Section 2.3 of the Plan, provided, however, that whenever necessary to cause compliance with the deadline established under Code Section 409A(a)(4)(B)(iii) for an election to defer Performance Compensation, “Compensation” shall be construed not to include any portion of Compensation as defined above that is “Performance Compensation.”

1.13“Deferral Account” means the account established and maintained under the Plan for each Participant, which account shall be credited with a Participant’s Deferrals, adjusted to reflect an investment return factor as provided in Article III.

1.14“Deferral Starting Amount” means, with respect to a Participant for a Plan Year, that portion of a Participant’s Compensation for that Plan Year (determined without regard to Performance Compensation) which, when multiplied by the Participant’s Qualified Pre-Tax Deferral Percentage for that Plan Year, would equal the Deferral Limit (as defined in Section 1.30(c) below) applicable to the Participant in that Plan Year.

1.15“Deferrals” means amounts of a Participant’s Compensation deferred pursuant to the Participant’s election under the Plan.

1.16“Eligible Employee” means an employee of an Employer who is a “management or highly compensated employee” of the Employer, within the meaning of the quoted phrase in Sections 201(2), 301(a)(3), and 401(a)(1) of the Act, and whose coverage under the Plan would not cause the Plan to fail to be maintained by the Employers “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees,” within the meaning of the quoted phrase in any one or more of Sections 201(2), 301(a)(3), and 401(a)(1) of the Act.

1.17“Employer” means (a) with respect to an employee (for example, when used in such phrases as “an Employer” or “the Employer”), the Company if the Company is the employer of the employee, or the Participating Employer if that Participating Employer is the employer of the Employee; and (b) in the plural, all of the corporations, trades, or businesses that employ one or more Participants.

1.18“Excess Compensation” means Compensation in excess of the Pay Cap.

1.19“Installment Years” means the lesser of ten Plan Years or the number of Plan Years elected by a Participant pursuant to Section 2.3 over which payments will be made with respect to an Accrued Benefit of a Participant who has elected to receive installment payments in lieu of a lump sum.

1.20“Nonqualified Matching Contributions” means credits made pursuant to Section 2.5.

1.21“Nonqualified Profit-Sharing Contributions” means credits made pursuant to Section 2.6.

1.22“Participant” means any Eligible Employee of an Employer who (a) is a “Participant” as defined in the Qualified Plan, (b) meets the eligibility requirements of Section 2.2 of the Plan, and (c) elects to participate in the Plan.

1.23“Participating Employer” means any Affiliated Employer, and any Unaffiliated Employer that has adopted this Plan with the consent of the Committee.

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1.24“Performance Compensation” means compensation the elective deferral of which must be elected on or before the deadline established by Code Section 409A(a)(4)(B)(iii) in order for such deferrals not to be included in gross income pursuant to Code Section 409A(a)(1).

1.25“Plan” means this Hexcel Corporation Nonqualified Deferred Compensation Plan, effective January 1, 2005, as amended from time to time.

1.26“Plan Year” means (a) with respect to the calendar year in which this Plan is adopted, the period beginning with the date of the adoption of the Plan and ending with the end of such calendar year; and (b) with respect to any subsequent period, the Plan Year as defined in the Qualified Plan.

1.27“Qualified Plan” means the Hexcel Corporation 401(k) Retirement Savings Plan, as amended from time to time.

1.28“Qualified Plan Pre-Tax Deferral Percentage,” also referred to as the “Target Deferral Percentage,” means, with respect to a Participant for a Plan Year, the percentage expected to be used as the rate of pretax deferral under the Qualified Plan as of the first day of such Plan Year, determined by the percentage specified by the Participant in his or her Application to participate in this Plan for such Plan Year and made prior to such Plan Year.

1.29“Recognizable Compensation” means Compensation not in excess of the Pay Cap.

1.30“Statutory Limits” means the following:

(a)the maximum recognizable compensation under Section 401(a)(17) of the Code (the “Pay Cap”);

(b)the maximum annual additions under Section 415(c) of the Code (the “415 Limit”);

(c)the maximum amount excludable from the income of an individual under Section 402(g)(1) of the Code (the “Deferral Limit”), including, if applicable, the “Catch Up Contributions” permitted under Section 402(g)(1)(C);

(d)the limits on contributions for highly compensated employees under Section 401(k)(3) of the Code (the “ADP Test”) and 401(m)(2) of the Code (the “ACP Test”).

1.31“Unaffiliated Employer” means any corporation or other trade or business that is not an Affiliated Employer but in which the Company or an Affiliated Employer has an ownership, capital, or profits interest.

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ARTICLE II.
ELIGIBILITY AND BENEFITS

2.1PURPOSES

The purposes of the Plan are (a) to permit Participants whose benefit accruals under the Qualified Plan would be limited in the ordinary course by the Statutory Limits to defer the receipt of compensation under an arrangement that will credit hypothetical investment results to such deferrals at rates determined by the rate of investment returns based on the Participant’s selection from among investment funds available under the Qualified Plan  (other than gains or losses attributable to the Hexcel Stock Fund); and (b) to provide a vehicle under which Participating Employers may supplement Deferrals made by Participants with matching or other forms of Company Contributions.  The Plan is intended to be an unfunded and nonqualified deferred compensation arrangement providing deferred compensation to “a select group of management or other highly compensated employees of the Employers,” within the meaning of that phrase as used in Sections 201(2), 301(a)(3), and 401(a)(1) of the Act, and to defer until actual receipt the point at which each Participant’s Accrued Benefit is includable in gross income under the Code, and the Plan will be construed and operated only in conformity with the foregoing statement of  intention.

2.2ELIGIBILITY

Each Participant shall be eligible to accrue a benefit under the Plan for a Plan Year only if:

(a)his or her Compensation has exceeded the Pay Cap for any prior Plan Year or his or her Compensation, on an annualized basis, would exceed the Pay Cap in the current Plan Year;

(b)he or she is a participant in the Qualified Plan and has expressed an intention to defer under such plan on a “pre-tax” basis the maximum amount allowed by the Qualified Plan;

(c)he or she satisfies the position classification and/or salary grade classification established by the Company for its employees to be eligible under the Plan (or a position classification and/or salary grade classification which, in the sole discretion of the Committee, is determined to be the equivalent, with respect to his or her Employer, of the position classification and/or salary grade classification established by the Company for its employees to be eligible under the Plan); and

(d)he or she has filed an application to participate in the Plan for such Plan Year pursuant to Section 2.3.

2.3APPLICATION TO PARTICIPATE

To be eligible to accrue a benefit under the Plan during any Plan Year (including an accrual based on Deferrals),  an Eligible Employee who has been designated and approved as a Participant under Section 2.2(c) must file a written application with the Committee no later than the 15th day preceding the beginning of such Plan Year.  Any electronic enrollment process will be considered to constitute a “written application” for purposes of this Section 2.3, if under applicable law the process is sufficient to result in a valid and binding waiver of any claim to payment of

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Compensation thereby deferred.  The Committee shall notify Eligible Employees of their prospective eligibility to participate in the Plan at least 60 days prior to the beginning of each Plan Year, provided, however, that with respect to the Plan Year beginning on January 1, 2005, the Committee shall notify Eligible Employees of their prospective eligibility and shall permit the filing of an application as soon as administratively convenient after the adoption of the Plan, but in all events prior to January 1, 2005.

The Committee, in its sole discretion, may permit the filing of an application later than the 15th day preceding the beginning of a Plan Year, in the case of a person who will become a Participant for the first time during such Plan Year, provided, however, that no application to participate shall be accepted after the 30th day following the date on which such person first meets all the eligibility requirements to participate for such Plan Year (other than the filing of the application itself), and provided further that no such application shall result in the deferral of any income other than prospectively.

The application for participation in the Plan shall signify (and shall be deemed to be) the Eligible Employee’s acceptance of the terms of the Plan.

Except as otherwise provided herein with respect to Deferrals to be made from Performance Compensation, the application for participation in the Plan shall signify (and shall be deemed to be) the Eligible Employee’s election to defer under this Plan the portion of his or her Compensation (exclusive of Performance Compensation) otherwise payable during the Plan Year determined by multiplying the Participant’s Target Deferral Percentage by the portion of his or her Compensation (exclusive of Performance Compensation) that is in excess of his or her Deferral Starting Amount.  The reduction in the Participant’s salary or other compensation authorized by the election made pursuant to this paragraph of Section 2.3 will be made as nearly as practicably possible on the same schedule as continued Pre-Tax Contributions would have been made if the Statutory Limits did not apply and the Participant’s Target Deferral Percentage were unchanged through the Plan Year.

If so provided by the Committee, the Participating Employer, and the Participant, the application for participation in the Plan may include an election by the Eligible Employees to defer under this Plan an additional portion of his or her Compensation (exclusive of Performance Compensation) in excess of the amount to be deferred pursuant to the immediately preceding paragraph.

Deferrals may be made from Performance Compensation, provided, however, that anything to the contrary in this Plan notwithstanding, an election to defer the receipt of Performance Compensation will be ineffective for any purpose whatsoever under this Plan, unless such election is made on or before the deadline established for deferrals of such income pursuant to Code Section 409A(a)(4)(B)(iii) in order for such deferrals not to be included in gross income pursuant to Code Section 409A(a)(1).

The application for participation in the Plan shall signify (and shall be deemed to be) the Eligible Employee’s agreement that the Deferrals he or she elects shall reduce the amount of salary and other compensation he or she will receive for the Plan Year in the manner and on the schedule prescribed under this Plan.

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2.4AMOUNT OF ACCRUAL BASED ON DEFERRAL

Each Participant shall accrue a benefit for a Plan Year in the form of a credit to his or her Deferral Account equal to the amount of his or her Compensation for the Plan Year deferred pursuant to the Participant’s elections under Section 2.3.

If the amount credited to the account of a Participant under the Qualified Plan for a Plan Year is reduced after the close of such Plan Year as a corrective action deemed necessary by the Administrator of the Qualified Plan to satisfy a Statutory Limit, no corresponding credit shall be made under this Plan.

2.5NONQUALIFIED MATCHING CONTRIBUTIONS

Each Participant may be eligible to accrue a benefit under the Plan in the form of a Nonqualified Matching Contribution for a Plan Year only in accordance with this Section 2.5.

(a)The provisions of this Section 2.5 shall apply to a Participant for a Plan Year if and only if the Participating Employer has acted (or is deemed pursuant to Section 4.7 to have acted) in writing to cause this Section 2.5 to apply to Participants employed by the Participating Employer for such Plan Year.  An action or deemed action of a Participating Employer to cause this Section 2.5 to apply for a Plan Year will be construed to cause this Section 2.5 to apply for each subsequent Plan Year unless the writing constituting the action otherwise provides, or until the Participating Employer has acted (or is deemed pursuant to Section 4.7 to have acted) in writing to cause this Section 2.5 not to apply for a Plan Year.

(b)The Company Account of a Participant to whom this Section 2.5 applies for a Plan Year shall be credited for that Plan Year, in accordance with procedures adopted or approved by the Committee, with amounts equal to 3% of his or her Compensation (exclusive of Performance Compensation) that is in excess of his or her Deferral Starting Amount.

2.6NONQUALIFIED PROFIT-SHARING CONTRIBUTIONS

Each Participant may be eligible to accrue a benefit under the Plan in the form of a Nonqualified Basic Profit-Sharing Contribution and a Nonqualified Special Additional Profit-Sharing Contribution, and/or a Nonqualified Discertionary Profit-Sharing Contribution, for a Plan Year only in accordance with this Section 2.6.

(a)The provisions of this Section 2.6 shall apply to a Participant for a Plan Year if and only if the Participating Employer has acted (or is deemed pursuant to Section 4.7 to have acted) in writing to cause this Section 2.6 to apply to Participants employed by the Participating Employer for such Plan Year, and has specified in such writing whether this Section 2.6 applies with respect to (i) the Nonqualified Basic Profit-Sharing Contribution and the Nonqualified Special Additional Profit-Sharing Contribution; and/or (ii) to Nonqualified Discertionary Profit-Sharing Contribution.  An action or deemed action of a Participating Employer to cause this Section 2.6 to apply for a Plan Year will be construed to cause this Section 2.6 to apply in the same manner for each subsequent Plan Year unless the writing constituting the action otherwise provides, or until the Participating Employer has acted (or is deemed pursuant to Section 4.7 to have acted) in writing to cause this Section 2.6 not to apply for a Plan Year.

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(b)The Company Account of a Participant to whom this Section 2.6 applies for a Plan Year shall be credited for that Plan Year, to the extent provided by the action or deemed action of the Participating Employer and in accordance with procedures adopted or approved by the Committee, with an amount determined as follows:

(i)A Nonqualified Basic Profit-Sharing Contribution and a Nonqualified Special Additional Profit-Sharing Contribution in an amount equal to the Participant’s Excess Compensation multiplied by the sum of the percentages used under the Qualified Plan to determine the Participant’s Basic Profit-Sharing Contribution and (if applicable) his or her Special Additional Profit-Sharing Contribution;

(ii)A Nonqualified Discretionary Profit-Sharing Contribution in an amount equal to the Participant’s Excess Compensation multiplied by the percentage (if any) used under the Qualified Plan to determine the Participant’s Discretionary Profit-Sharing Contribution.

2.7DEFERRALS FROM NORMAL PAYROLL

The Company shall establish and maintain procedures necessary and appropriate to cause amounts to be withheld from each Participant’s normal payroll payments in respect of Deferrals, and shall effect such withholding in a manner, and at such times, consistent with the purposes of the Plan.

2.8VESTING

The right of a Participant under Section 2.9 to payment of his or her Accrued Benefit shall not be subject to forfeiture.  Nothing in this Plan shall be construed to prohibit any amendment or action of the Committee that prospectively affects or could affect the crediting of investment returns on Accounts.

2.9FORMS AND TIMES OF BENEFIT PAYMENTS

(a)A Participant shall be entitled to payment of his or her Accrued Benefit under the Plan if and only if he or she has “separated from service” within the meaning of that phrase in Section 409A(a)(2)(A)(i) of the Code, taking into account, to the extent required under such Section, employment by (1) the Company or any Affiliated Employer; (2) any Unaffiliated Employer that has adopted the Plan and of which the Participant was an employee; or (3) any corporation, trade or business which is a member of a controlled group of corporations, a group of businesses under common control or an affiliated service group (within the meaning of Sections 414(b), (c), and (m), of the Code) of which an Unaffiliated Employer referred to in Section 2.9(a)(2) is a member, and any other entity required to be aggregated with such Unaffiliated Employer pursuant to Sections 414(n) or (o) and/or 409A of the Code and the regulations thereunder (collectively, “the Company and Participating Employers’ Controlled Group”).  The Beneficiary of a Participant shall be entitled to payment of the unpaid portion of the Participant’s Accrued Benefit under the Plan if and only if the Participant has died.  Payment of a Participant’s Accrued Benefit will begin at a time determined under this Section 2.9, and will be made in such form as determined under this Section 2.9.

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(b)Unless the Participant has elected otherwise, (1) in the case of a distribution because of separation from service, the Participant’s Accrued Benefit will be paid to him or her in a single lump sum as soon as administratively practicable after the end of the sixth month of the Plan Year next following the first date on which he or she was no longer employed by the Company and Participating Employers’ Controlled Group; and (2) in the case of a distribution because of any reason other than separation from service, the Participant’s Accrued Benefit will be paid to him or her in a single lump sum as soon as administratively practicable after the occurrence of the event causing the entitlement to the distribution.   Anything to the contrary in this Section 2.9(b) notwithstanding, the Accrued Benefit of a Participant will be paid to the Participant’s Beneficiaries (in such shares as the Participant had specified in his or her election form) in a set of single lump sums to each Beneficiary as soon as administratively practicable after the death of the Participant if the Participant dies after his or her separation from service and if, but for his or her death, the payment date of his or her Accrued Benefit would be determined pursuant to Section 2.9(b)(1).

(c)Unless the Participant has elected otherwise, the Accrued Benefit of a Participant who dies while employed by a member of the Company and Participating Employers’ Controlled Group will be paid to the Participant’s Beneficiaries (in such shares as the Participant had specified in his or her election form) in a set of single lump sums to each Beneficiary as soon as administratively practicable after the death of the Participant.

(d)If the Participant so elected in an Election Form submitted to the Committee before the reduction in the Participant’s salary resulting from a Deferral under this Plan, the Participant’s Accrued Benefit for such Plan Year will be paid to him or her, beginning on the date in which it first would be otherwise payable, in quarterly, semi-annual, or annual payments (as chosen by the Participant in such Election Form) over the number of Installment Years selected by the Participant in such Election Form (or, if the Participant elected installment payments but failed to specify a number of Installment Years, over ten years), in an amount for each such Installment Year equal to the Annual Installment Amount for that Installment Year determined under this Section 2.9(d)  The Annual Installment Amount payable to a Participant for a Plan Year is equal to the Participant’s Accrued Benefit as of the end of the first business day of the  Plan Year (determined after taking account of payments made in any earlier Plan Year) divided by the lesser of one or  the number of Installment Years with respect to which payments have not yet been made.  If the Participant had elected to receive installments quarterly, one fourth of his or her Annual Installment Amount for a Plan Year will be paid as soon as reasonably practicable after the beginning of each calendar quarter during the Plan Year.  If the Participant had elected to receive installments semiannually, one half of his or her Annual Installment Amount for a Plan Year will be paid as soon as reasonably practicable after January 1 of the Plan Year, and one half of his or her Annual Installment Amount for a Plan Year will be paid as soon as reasonably practicable after July 1 of the Plan Year.  If the Participant had elected to receive installments annually (or if the Participant elected installment payments but failed to specify quarterly or semiannual installments), his or her Annual Installment Amount for a Plan Year will be paid as soon as reasonably practicable after January 1 of the Plan Year.

(e)The unpaid portion of the Accrued Benefit of a participant who dies after he or she has begun to receive an installment distribution of such Accrued Benefit shall be paid to the Participant’s Beneficiaries (in such shares as the Participant had specified in the most recent of his or her election form or subsequent beneficiary designation forms) in the

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same manner and at the same time or times as the unpaid Accrued Benefit would have been payable to the Participant had he or she survived to receive payment of his or her entire Accrued Benefit.

(f)No loans shall be permitted from the Plan, and no in service distributions shall be permitted from the Plan except as specified in Section 2.12 (relating to severe financial hardship caused by an unforeseeable emergency) and Section 2.13 (relating to a distribution in the event of a Change in Control as defined therein).

(g)The Committee may provide (1) that a distribution election may be made on or before the date of a deferral election applicable to a Plan Year and that such distribution election shall be applicable with respect to benefits accrued as the result of any Deferral or Company Contribution made during such Plan Year; and/or (2) that a distribution election may be made on or before the date of a deferral election applicable to Performance Compensation to be paid in a Plan Year and that such distribution election shall be applicable with respect to benefits accrued as the result of any Deferral from such Performance Pay made during such Plan Year; in either or both of which events additional Accounts will be established as necessary to permit such recordkeeping as may be required by the application of different distribution elections to different portions of a Participant’s Accrued Benefit.  In the absence of any contrary provision by the Committee pursuant to this Section 2.9(g), the distribution election first made by a Participant shall govern the distribution of his or her entire Accrued Benefit under this Plan.  In all events, a distribution election applicable to a benefit accrued as the result of a Deferral from Compensation (exclusive of Performance Compensation) shall be applicable to a benefit accrued in the same year as such Deferral on account of a Company Contribution.

2.10PLAN TERMINATION

No additional benefits will accrue under the Plan in the event of the termination of the Qualified Plan or the Plan.

2.11DESIGNATION OF BENEFICIARY

A Participant may select one or more Beneficiaries by filing with the Committee a written designation of such Beneficiaries on such forms as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.  If no Beneficiary survives the Participant, the Qualified Plan Beneficiary shall be the Beneficiary, or if no Qualified Plan Beneficiary survives, the executor or administrator of the Participant’s estate shall be deemed to be the Beneficiary.  Notwithstanding the foregoing, a married Participant’s initial designation and/or any subsequent change in Beneficiary designation to someone other than or in addition to his or her Eligible Spouse shall not be effective unless the Eligible Spouse consents in writing to such designation.  The Committee shall have the authority to establish from time to time additional rules and procedures with respect to the designation of Beneficiaries hereunder.

2.12UNFORESEEABLE EMERGENCY PAYMENTS

This Section 2.12 shall be in effect only after the Secretary of the Treasury has issued the regulations referred to in Section 409A(a)(2)(B)(ii)(II) of the Code.  For purposes of this Section 2.13, “regulations” means only temporary or final regulations, or (to the extent a taxpayer is entitled to reliance thereon under the Code), proposed regulations.

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Upon application to the Committee, providing such information and provided in such form and manner as the Committee shall require, a Participant may receive a distribution of such portion of the Participant’s Accrued Benefit in the event of an “Unforeseeable Emergency” (as such term is defined below) as is provided in this Section 2.12, at such time or times as the Committee may determine in the exercise of its sole and absolute discretion. The term “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  In no event may the amounts distributed with respect to an Unforeseeable Emergency exceed the amounts necessary to satisfy such emergency (plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).  Notwithstanding any provision in the Plan to the contrary, any payment made pursuant to this Section 2.12 shall comply with Section 409A(a)(2)(A)(vi) of the Code and the regulations (or similar guidance) promulgated thereunder (or any successor provisions).

2.13DISTRIBUTION IN THE EVENT OF A CHANGE IN CONTROL

This Section 2.13 shall be in effect only after the Secretary of the Treasury has issued guidance specifying the extent to which a distribution may be made in the event of a “change in control” as defined in Section 409A(a)(2)(A)(v) of the Code.  For purposes of this Section 2.13, “guidance” means only final regulations, revenue rulings, or other written rules of general applicability on which a taxpayer is entitled to reliance under the Code.

In the event of a “Change in Control,” as hereafter defined, a Participant’s Accrued Benefit shall be distributed as a “Change in Control Distribution,” unless sooner distributed pursuant to Section 2.9 or postponed pursuant to this Section 2.13.  For purposes of this Plan, a “Change in Control” means a change in the ownership or effective control of the Company or a change of ownership of a substantial portion of its assets that is sufficient to satisfy the regulatory criteria for the change to be a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” as described in Section 409A(a)(2)(A)(v) of the Code.

Unless postponed as hereinafter provided, a Change in Control Distribution shall be made in the form and at the time determined by applying Section 2.9 as if the Participant had separated from service twelve months following the Change in Control.

To the extent permitted in any applicable guidance, a Participant who will otherwise become entitled to a Change in Control Distribution may irrevocably waive such distribution in a writing provided to the Committee at least twelve months prior to the first date on which such distribution would be payable, and receive in lieu of the Change in Control Distribution a distribution in the form and at the time determined pursuant to Section 2.9.

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ARTICLE III.

ADJUSTMENTS TO ACCOUNT BALANCES

3.1CREDITS RELATED TO DEFERRAL AND COMPANY CONTRIBUTION ACCOUNTS

A credit equal to the dollar amount of a Deferral shall be made to the Account of the Participant making the Deferral as soon as administratively practicable after the date of the reduction of the Participant’s salary to which such Deferral corresponds.

A credit equal to the dollar amount of a Nonqualified Matching Contribution shall be made to the Account of the Participant with respect to whom the Nonqualified Matching Contribution is made, as of the date a corresponding Matching Contribution would have been allocated to the Company Matching Account of the Participant had the  Nonqualified Matching Contribution been a Matching Contribution of a like kind (i.e.,, Matching Fixed Contribution, Matching Discretionary Contribution, or Rule of 45 Matching Contribution) under the Qualified Plan.

A credit equal to the dollar amount of a Nonqualified Profit-Sharing Contribution shall be made to the Account of the Participant with respect to whom the Nonqualified Profit-Sharing Contribution is made, as of the date a corresponding Profit-Sharing Contribution would have been allocated to the Profit-Sharing Account of the Participant had the  Nonqualified Profit-Sharing Contribution been a Profit-Sharing Contribution of a like kind (i.e.,, Employer Basic Contribution, the Discretionary Profit-Sharing Contribution, or the Special Additional Employer Contribution) under the Qualified Plan.

3.2DEBITS RELATED TO PAYMENTS

The Accounts of a Participant shall be debited in the amount of each payment made pursuant to Section 2.9 to such Participant or to any Beneficiary of such Participant, as of the close of business on the day as of which such payment is made.

3.3ESTABLISHMENT OF TRUST AND ADJUSTMENTS TO ACCOUNTS REFLECTING INVESTMENT RETURNS

The Company shall establish a trust and make contributions to such trust, in such amounts and at such times as the Company, in its discretion, deems appropriate in order to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan.  Such trust will be intended to constitute a grantor trust, of which the Company is the grantor, within the meaning of Section 671 of the Code.  The income tax imposed on the Company with respect to any income earned by the trust shall be paid by the Company and shall not be a charge against the Participants’ Accounts. The trustee of such trust shall make payments to Participants and their beneficiaries in such manner and at such time as specified in the Plan and the agreement governing such trust.  The trust assets shall be subject to the claims of the Company’s creditor in the event of the Company’s insolvency or bankruptcy, pursuant to the terms of such trust agreement.  The Company intends that such trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company.

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The Committee shall administer the Participants’ Accounts and any of the Company’s funds invested in the trust in connection therewith.  Payment of benefits from the trust shall, to that extent, discharge the Company’s obligations under the Plan.

Each Participant shall elect that amounts credited to his or her Accounts be adjusted for gains or losses (realized or unrealized) and for dividend and other income, as such gains, losses, dividends, and income are reported to the trustee, as if invested in one or more investment funds which shall be designated for such purpose from time to time, in accordance with such rules and procedures as may be prescribed by the Committee or the trustee.  Anything to the contrary in this Plan notwithstanding, the Company shall be under no obligation to direct the trustee of the trust to follow investment elections of any Participant.

Notwithstanding the existence of any such trust or other vehicle, it is expressly understood that neither the Participant nor his or her Beneficiaries shall have any present or future interest in the assets of the trust, which, together with the dividend and interest income thereon and any capital gains realized with respect thereto, shall constitute assets of the Company.  It is further understood that the Plan does not create any fund or trust for the benefit of the Participants or their Beneficiaries, that the Company’s obligation hereunder is limited to the contractual obligation to make payments to the Participant or to his or her Beneficiaries as provided herein, and that with respect to such payments the rights of the Participant or his or her Beneficiaries shall be no greater than those of an unsecured creditor of the Company.

3.4CORRECTION OF ERRORS

The Company shall have full and complete authority in good faith to correct the amount of any credit to the Account of a Participant arising from any mistake (whether of law or of fact), notwithstanding any claim of reliance on the mistaken entry by any person (including, without limitation, the Participant and any Beneficiary) and without regard to whether any such mistake is alleged to have resulted from negligence, gross negligence, reckless or willful conduct, or conduct amounting in substance to any one of the foregoing, provided, however, that nothing herein will be interpreted or applied in such a manner as to cause any amount deferred under this Plan to be included in gross income pursuant to Section 409A(a)(1) of the Code.

ARTICLE IV.

MISCELLANEOUS

4.1AMENDMENT AND PLAN TERMINATION

The Company may, in its sole discretion, terminate, suspend, or amend the Plan at any time or from time to time, in whole or in part; provided, however, that no amendment, suspension, or termination of the Plan shall, without the consent of a Participant, affect the amounts credited to the Participant’s Accounts prior to such termination, suspension, or amendment of the Plan.

4.2NOT AN EMPLOYMENT AGREEMENT

Nothing contained herein will confer on any Participant the right to become or to be retained as an employee of the Company, an Affiliated Employer, or an Unaffiliated Employer.

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4.3ASSIGNMENT OF BENEFITS

A Participant, retired Participant, surviving spouse, or beneficiary may not, either voluntarily or involuntarily, assign, anticipate, alienate, commute, pledge, or encumber any benefits to which he or she is or may become entitled under the Plan, nor may the same be subject to attachment or garnishment by any creditor’s claim or to legal process.

4.4ADMINISTRATION

The Committee shall have full discretionary authority to determine eligibility and to construe and interpret the terms of the Plan, including the power to remedy possible ambiguities, inconsistencies, or omissions.

4.5GOVERNING LAW

The Plan shall be governed by the laws of the State of Delaware, except to the extent superseded by federal law.

4.6NUMBER AND GENDER

The singular, where appearing in the Plan, will be deemed to include the plural, unless the context clearly indicates the contrary, and the masculine, where appearing in the Plan, will be deemed to include the feminine.

4.7ACTIONS OF AFFILIATED AND UNAFFILIATED EMPLOYERS

If the Company acts in writing to cause Section 2.5 or Section 2.6 to apply with respect to Participants employed by the Company, or to suspend or modify the application of Section 2.5 or Section 2.6 to such Participants, each Affiliated Employer will be deemed to have taken the identical action with respect to Participants employed by it unless, within 10 days of such action by the Company, the Affiliated Employer has delivered a written notice to the contrary to the Committee.

If the Company acts to terminate, suspend, or amend the Plan, each Affiliated Employer will be deemed to have taken the identical action with respect to Participants employed by it unless, within 10 days of such action by the Company, the Affiliated Employer has delivered a written notice to the contrary to the Committee.

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EX-99.3

Exhibit 99.3

Hexcel Corporation

Common Stock

Underwriting Agreement

December 14, 2004

Goldman, Sachs & Co.
Credit Suisse First Boston LLC

As representatives of the several Underwriters
named in Schedule I hereto

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Hexcel Corporation, a Delaware corporation (the “Company”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 21,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company.  Certain Selling Stockholders named in Schedule III hereto (the “Berkshire/Greenbriar Selling Stockholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 3,149,998 additional shares (the “Optional Shares”) of Stock of the Company.  The Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

1.(a)The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i)A registration statement on Form S-3 (File No. 333-120744) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto but including all documents incorporated by reference in the prospectus contained therein, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop

order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose, to the Company’s knowledge, has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”;  the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the  “Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement);

(ii)No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3;

(iii)The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement

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thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Selling Stockholder expressly for use therein or by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

(iv)The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S-3;

(v)Neither the Company nor any of its “significant subsidiaries” (as such term is used in Rule 1-02(w) of Regulation S-X under the Securities Act; each a “Subsidiary” and collectively, the “Subsidiaries”) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Prospectus, except that the Company has repurchased $22,995,000 of its 9.75% Senior Subordinated Notes due 2009 and $1,740,000 of its 7% Convertible Subordinated Debentures due 2011;

(vi)The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except those pursuant to the Company’s 9.875% Senior Secured Notes due 2008 and the Company’s Credit and Guaranty Agreement, dated March 19, 2003, by and among the Company, Fleet Capital Corporation and the other parties thereto such as are described in the Prospectus or such as do not or would not have a material adverse effect on management, the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”); and any real property and buildings held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable

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leases with such exceptions as are described in the Prospectus or as would not have a Material Adverse Effect;

(vii)The Company and its Subsidiaries each have been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, with power and authority (corporate and other) to own their properties and conduct their business as described in the Prospectus, and have been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified would not have a Material Adverse Effect;

(viii)The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description of the Stock contained in the Prospectus; all of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and (except for (A) those pursuant to the Company’s 9.875% Senior Secured Notes due 2008 and the Company’s Credit and Guaranty Agreement, dated March 19, 2003, by and among the Company, Fleet Capital Corporation and the other parties thereto, (B) as set forth in the Prospectus, (C) directors’ qualifying shares and (D) pursuant to joint venture agreements) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the stockholders of the Company have no preemptive rights with respect to the Stock except those rights pursuant to the  Stockholders Agreement, dated as of March 19, 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 the Company (the “Berkshire/Greenbriar Agreement”) and the Amended and Restated Governance Agreement, dated as of March 19, 2003, among LXH, L.L.C., LXH II, L.L.C., GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, Stone Street Fund 2000, L.P. and the Company (the “Goldman Agreement”);

(ix)When any shares of Series A mandatorily redeemable convertible preferred stock of the Company (the “Series A Preferred Stock”) and any shares of Series B mandatorily redeemable convertible preferred stock of the Company (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”) are delivered by the Berkshire/Greenbriar Selling Stockholders on each Time of Delivery, such shares of Preferred Stock will be convertible into shares of Stock in accordance with the Certificate of Designation of the Series A Convertible Preferred Stock and the Certificate of Designation of the Series B Convertible Preferred Stock, respectively, and the Certificate of Incorporation and By-laws of the Company; the shares of Stock initially issuable upon conversion of such shares of Preferred Stock have been duly and validly authorized and reserved for issuance upon such conversion and, when issued upon such conversion at each Time of Delivery, will be validly issued, fully paid and non-assessable; and the holders of such shares of Preferred Stock have no preemptive rights with respect to the shares of  Stock issuable upon the conversion of such Preferred Stock.

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(x)The compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) the Certificate of Incorporation or By-laws of the Company or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except, in the cases of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Shares and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(xi)Neither the Company nor any of its Subsidiaries is (i) in violation of its Certificate of Incorporation or By-laws or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) above, for defaults that would not have a Material Adverse Effect;

(xii)The statements set forth in the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the caption “Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders” and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects;

(xiii)Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(xiv)The Company is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(xv)Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(xvi)PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its Subsidiaries, and Deloitte Touche Tohmatsu, who has certified certain financial statements of BHA Aero Composite Parts Co., Ltd., are each independent registered

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public accounting firms as required by the Act and the rules and regulations of the Commission thereunder; and

(xvii)Other than as set forth in the Prospectus, neither the Company nor any of its Subsidiaries is in violation of any status, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such claim.

(b)Each of the Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters and the Company that:

(i)All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder;

(ii)The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (B) the provisions of the Certificate of Incorporation or By-laws of such Selling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such Selling Stockholder is a partnership or such other organizational documents of such Selling Stockholder or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, other than conflicts, breaches or violations, in the cases of clauses (A) and (C), that would not individually or in the aggregate have a material adverse effect on the validity of the Shares to be sold by such Selling Stockholder or on the ability of such Selling Stockholder to deliver good and valid title to such Shares pursuant to Section 1(c) or 1(d) below, as applicable;

(iii)Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(iv)To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Preliminary Prospectus

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and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus, when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and

(v)Such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as hereinafter defined) a Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) completed and executed by the person and in the form specified by applicable tax law.

(c)In addition, each of the Selling Stockholders other than those listed in Schedule III hereto (the “Goldman Sachs Selling Stockholders”) severally represents and warrants to, and agrees with, each of the Underwriters and the Company that such Goldman Sachs Selling Stockholder has, and immediately prior to the First Time of Delivery such Goldman Sachs Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares to the several Underwriters and payment therefor by the several Underwriters pursuant hereto, assuming the Underwriters have no notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

(d)In addition, each of the Berkshire/Greenbriar Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters and the Company that:

(i)Such Berkshire/Greenbriar Selling Stockholder holds a sufficient number of shares of Series A Preferred Stock and Series B Preferred Stock to receive, upon conversion thereof in accordance with the applicable certificates of designation of the Company, the number of Shares to be sold by such Selling Stockholder hereunder; such shares of Preferred Stock are currently convertible under the applicable certificate of designation and such Selling Stockholder has full limited partnership or limited liability company, as applicable, power and authority to convert sufficient shares of Preferred Stock to receive the Shares pursuant to the applicable certificate of designation and will instruct the Company to convert sufficient shares of Preferred Stock to receive the Shares immediately prior to the applicable Time of Delivery hereunder; and

(ii)Such Berkshire/Greenbriar Selling Stockholder, immediately prior to each Time of Delivery (as defined in Section 4 hereof) and assuming conversion of Preferred Stock by the Company in accordance with the instruction of such Selling Stockholder referenced above, will have good and valid title to the Shares to the several Underwriters to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor by the several Underwriters pursuant hereto, assuming the Underwriters have no notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

2.Subject to the terms and conditions herein set forth, (a) each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase

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price per share of $13.335, the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder (to be adjusted by you so as to eliminate fractional shares, provided that the total number of Firm Shares shall not be reduced by such adjustment) and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Berkshire/Greenbriar Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Berkshire/Greenbriar Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder (to be adjusted by you so as to eliminate fractional shares, provided that the total number of shares subject to such election shall not be reduced by such adjustment).

The Berkshire/Greenbriar Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 3,149,998 Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares.  Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Berkshire/Greenbriar Selling Stockholder.  Any such election to purchase Optional Shares may be exercised only by written notice from you to the Berkshire/Greenbriar Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Berkshire/Greenbriar Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3.Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

4.(a) The Shares to be purchased by each Underwriter hereunder (in definitive form with respect to only the Shares to be purchased from the Goldman Sachs Selling Stockholders) in such authorized denominations and registered in such names as you may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Selling Stockholders to you, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Selling Stockholders to you at least forty-eight hours in advance.  With respect to the Shares to be purchased from the Goldman Sachs Selling Stockholders, the Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its

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designated custodian (the “Designated Office”).  The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on December 20, 2004 or such other time and date as you and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by you in the written notice given by you of the Underwriters’ election to purchase such Optional Shares, or such other time and date as you and the Berkshire/Greenbriar Selling Stockholders may agree upon in writing.  Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b)At least one business day prior to each Time of Delivery, each of the Berkshire/Greenbriar Selling Stockholders will deliver to the Company and American Stock Transfer & Trust Company (the “Transfer Agent”) (i) a notice of conversion (pursuant to the applicable certificate of designation) and (ii) delivery instructions, in each case, effective upon written confirmation to be delivered immediately prior to such Time of Delivery; and will deliver the shares of Preferred Stock to be converted to shares of Stock immediately prior to such Time of Delivery to the Transfer Agent.  Immediately prior to each Time of Delivery, each of the Berkshire/Greenbriar Selling Stockholders will deliver a written confirmation to the Company and the Transfer Agent instructing the Company to convert the delivered shares of Preferred Stock to be converted to shares of Stock and instructing the Transfer Agent to issue the applicable Shares to you pursuant to the delivery instructions.

(c)The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 7(n) hereof, will be delivered at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery.  A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.  For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5.(a)The Company agrees with each of the Underwriters:

(i)To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the

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Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order;

(ii)Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(iii)Prior to 10:00 A.M., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(iv)To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), a consolidated earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(v)During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are

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convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities (other than pursuant to employee benefit plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without your prior written consent;

(vi)To the extent not otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) or similar system, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its Subsidiaries for such quarter in reasonable detail;

(vii)During a period of three years from the effective date of the Registration Statement, to the extent not otherwise available on EDGAR or similar system, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its Subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission);

(viii)To use its best efforts to notify the New York Stock Exchange (the “Exchange”) of the issuance of the Shares; and

(ix)If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

(b)[Intentionally omitted.]

6.The Company and each of the Selling Stockholders covenant and agree with one another and with the several Underwriters that (a) the Company will pay or cause to be paid:  (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(a)(ii) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (iv) all fees and expenses in connection with listing the Shares on the  New York Stock Exchange, if

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any; and the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Shares; (v) the cost of preparing stock certificates; (vi) the cost and charges of any transfer agent or registrar; (vi) the fees and expenses of one counsel for the Berkshire/Greenbriar Selling Stockholders (which shall not exceed $75,000) and one counsel for the Goldman Sachs Selling Stockholders (which shall not exceed $75,000) and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (b) such Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for such Selling Stockholder to the extent not paid by the Company as described in Section 6(a)(vi) above, and (ii) all stock transfer taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder.  In connection with clause (ii) of the preceding sentence, you agree to pay New York State stock transfer tax, and the Selling Stockholder agrees to reimburse you for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated.  Except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

7.The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and of the Selling Stockholders herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b)Cravath, Swaine & Moore LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, with respect to the matters covered in Annex II(a) hereto as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c)Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to you their written opinion in the form attached as Annex II(b) hereto, dated such Time of Delivery;

(d)Ira J. Krakower, Senior Vice President, General Counsel and Secretary for the Company, shall have furnished to you his written opinion in the form attached as Annex II(c) hereto, dated such Time of Delivery;

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(e)At the First Time of Delivery, Ben Adler, General Counsel of the Merchant Banking Division of Goldman, Sachs & Co., as counsel for the Goldman Sachs Selling Stockholders, shall have furnished to you his written opinion with respect to each of the Goldman Sachs Selling Stockholders in the form attached as Annex II(d) hereto, dated the First Time of Delivery in form and substance satisfactory to you;

(f)At each Time of Delivery, Ropes & Gray LLP, counsel for the Berkshire/Greenbriar Selling Stockholders, shall have furnished to you its written opinion with respect to each of the Berkshire/Greenbriar Selling Stockholders in the form attached as Annex II(e) hereto, dated such applicable Time of Delivery;

(g)On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex I(b) hereto);

(h)(i)Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long-term debt of the Company (other than with respect to repurchases by the Company of its 9.75% Senior Subordinated Notes due 2009 and its 7% Convertible Subordinated Debentures due 2011) or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(i)On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(j)On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities

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declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(k)The Shares at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange;

(l)The Company has obtained and delivered to the Underwriters executed copies of an agreement from each of David E. Berges, Stephen C. Forsyth, Ira J. Krakower, William Hunt and Joseph H. Shaulson;

(m)The Selling Stockholders have obtained and delivered to the Underwriters executed copies of an agreement from each of the Selling Stockholders, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P. and Stone Street Fund, L.P.;

(n)The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement; and

(o)The Company and the Selling Stockholders shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and of the Selling Stockholders, respectively, satisfactory to you as to the accuracy of the representations and warranties of the Company and the Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to the performance by the Company and the Selling Stockholders of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, and as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (h) of this Section.

8.(a)The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Goldman, Sachs & Co. expressly for use therein.

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(b)           Each of the Selling Stockholders, severally and not jointly, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Goldman, Sachs & Co. expressly for use therein; provided further that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Stockholder including any Optional Shares and the initial public offering price of the Shares as set forth in the Prospectus.

(c)Each Underwriter will indemnify and hold harmless the Company and each Selling Stockholder against any losses, claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company and each Selling Stockholder for any legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.

(d)Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party

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(who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Shares.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company, each of the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which

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such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.  Further notwithstanding the provisions of this subsection (e), no Selling Stockholder shall be required to contribute any amount in excess of the product of the number of Shares sold by such Selling Stockholder including any Optional Shares and the initial public offering price of the Shares as set forth in the Prospectus.

(f)The obligations of the Company and the Selling Stockholders under this Section 8 shall be in addition to any liability which the Company and the respective Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.

9.(a)If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein.  If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms.  In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase of such Shares, or the Company or the Selling Stockholders notify you that they have so arranged for the purchase of such Shares, you or the Selling Stockholders shall have the right to postpone Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary.  The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b)If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Selling Stockholders as provided in subsection (a) above,

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the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Selling Stockholders to sell the Optional Shares shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be borne by the Company and the Selling Stockholders and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

10.The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any of the Selling Stockholders, or any officer or director or controlling person of the Company, or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Shares.

11.If this Agreement shall be terminated pursuant to Section 9 hereof, neither the Company nor the Selling Stockholders shall then be under any liability to any Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Selling Stockholders as provided herein, each of the Selling Stockholders who failed to deliver any Shares to be sold by it hereunder will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered by such Selling Stockholder, but the Company and the Selling Stockholders shall then be under no further liability to any Underwriter in respect of the Shares not so delivered except as provided in Sections 6 and 8 hereof.

12.In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of the representatives; and in all dealings with any Selling Stockholder hereunder, you and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of such Selling Stockholder made or given by any or all of the Attorneys-in-Fact for such Selling Stockholder.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Registration Department; if to any Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to counsel for such Selling Stockholder at its address set forth in Schedule II hereto; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholders by you on request.  Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

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13.This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholders and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company, any Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

14.Time shall be of the essence of this Agreement.  As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C.  is open for business.

15.This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16.This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

17.The Company and the Selling Stockholders are authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, without the Underwriters imposing any limitation of any kind.

18.Notwithstanding anything to the contrary herein, the Company and the Selling Stockholders agree, as between each other, that this Agreement shall not supercede any agreements between the Company and the Selling Stockholders pursuant to the Registration Rights Agreement dated March 19, 2003, among the Company and the Berkshire/Greenbriar Selling Stockholders and the Registration Rights Agreement, dated March 19, 2003, among the Company and the Goldman Sachs Selling Stockholders.

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If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and each of the Selling Stockholders.  It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
Hexcel Corporation
By:	/s/ Ira J. Krakower
	Name: Ira J. Krakower
	Title: Senior Vice President

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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:	/s/ John E. Bowman
	Name: John E. Bowman
	Title: Vice President
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:	/s/ John E. Bowman
	Name: John E. Bowman
	Title: Vice President

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BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its general partner
By:	/s/ Robert J. Small
	Name: Robert J. Small
	Title: Managing Director
BERKSHIRE FUND VI, LIMITED PARTNERSHIP
By: Sixth Berkshire Associates LLC, its general
	partner
By:	/s/ Robert J. Small
	Name: Robert J. Small
	Title: Managing Director
BERKSHIRE INVESTORS LLC
By:	/s/ Robert J. Small
	Name: Robert J. Small
	Title: Managing Director

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GREENBRIAR EQUITY FUND, L.P.
By: Greenbriar Equity Capital, L.P., its general
	partner
By: Greenbriar Holdings LLC, its general partner
By:	/s/ Joel S. Beckman
	Name: Joel S. Beckman
	Title: Managing Member
GREENBRIAR CO-INVESTMENT PARTNERS, L.P.,
By: Greenbriar Holdings LLC, its general partner
By:	/s/ Joel S. Beckman
	Name: Joel S. Beckman
	Title: Managing Member

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Accepted as of the date hereof
Goldman, Sachs & Co.
By:		/s/Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)
Credit Suisse First Boston LLC
By:		/s/  Joseph D. Fashano
	Name:  Joseph D. Fashano
	Title:  Director
On behalf of each of the Underwriters

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SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
Goldman, Sachs & Co.	7,087,500	1,063,124
Credit Suisse First Boston LLC	7,087,500	1,063,124
Deutsche Bank Securities Inc.	3,150,000	472,500
Bear, Stearns & Co. Inc.	2,100,000	315,000
Jefferies Quarterdeck, a division of Jefferies & Company, Inc.	1,575,000	236,250
Total	21,000,000	3,149,998

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SCHEDULE II

	Total Number of Firm Shares to be Sold	Number of Optional Shares to be Sold if Maximum Option Exercised
The Selling Stockholders:
LXH, L.L.C.(a)	6,321,747	0
LXH II, L.L.C.(a)	4,778,339	0
Greenbriar Equity Fund, L.P.(b)	4,853,353	1,544,333
Greenbriar Co-Investment Partners, L.P.(b)	96,604	30,666
Berkshire Fund V, Limited Partnership(b)	2,250,071	716,000
Berkshire Fund VI, Limited Partnership(b)	2,443,814	777,666
Berkshire Investors LLC(b)	256,072	81,333
Total	21,000,000	3,149,998

(a)This Selling Stockholder is represented by Fried, Frank, Harris, Shriver & Jacobson LLP.

(b)This Selling Stockholder is represented by Ropes & Gray LLP.

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SCHEDULE III

The Berkshire/Greenbriar Selling Stockholders:

Greenbriar Equity Fund, L.P.
Greenbriar Co-Investment Partners, L.P.
Berkshire Fund V, Limited Partnership
Berkshire Fund VI, Limited Partnership
Berkshire Investors LLC

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