EX-99.4 5 a10-2129_1ex99d4.htm EX-99.4

Exhibit 99.4

 

Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment pursuant to Rule 24b-2.  The location of an omitted portion is indicated by a set of asterisks within brackets (“[***]”).

 

SECURITY AGREEMENT

 

This SECURITY AGREEMENT (this “Agreement”) is dated as of May 21, 2009 and entered into by and among HEXCEL CORPORATION, a Delaware corporation (“Company”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”), and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).

 

PRELIMINARY STATEMENTS

 

A.            Pursuant to the Credit Agreement dated as of May 21, 2009 (said Credit Agreement, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”; all capitalized terms used herein (including the preamble and preliminary statements hereto) and not otherwise defined in Section 31 or elsewhere herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC), by and among Company, the financial institutions from time to time party thereto as Lenders, Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Deutsche Bank Trust Company Americas, as administrative agent for Lenders (in such capacity, “Administrative Agent”), Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to Company.

 

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

 



 

C.            Subsidiary Grantors have executed and delivered the Subsidiary Guaranty, in favor of Secured Party for the benefit of Lenders and any Swap Counterparties, pursuant to which each Subsidiary Grantor has guarantied the prompt payment and performance when due of all obligations of Company under the Credit Agreement and all obligations of Company and the applicable Subsidiaries of Company under the Lender Swap Agreements.

 

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

 

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

 

SECTION 1.                 Grant of Security.

 

Each Grantor hereby grants to Secured Party a continuing security interest and continuing lien on all of such Grantor’s right, title and interest in, to and under all of personal property of such Grantor, in each case whether now owned or hereafter acquired or arising and wherever located, including the following (all of which being hereinafter collectively referred to as the “Collateral”):

 

(a)           all Accounts;

 

(b)           all Chattel Paper;

 

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

 

(d)           all Documents;

 

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

 

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

 

(g)           all Instruments;

 

(h)           all Investment Property;

 

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

 

(j)            all Records;

 

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

 

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

 

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

 

Notwithstanding the foregoing, the Collateral shall not include and no Grantor shall be deemed to have granted a security interest in: (i) any Equity Interest in a Foreign Subsidiary that is not a first-tier Material Foreign Subsidiary, (ii) more than 65% of the Capital Stock of any Domestic Foreign Holding Company or first-tier Foreign Corporation, (iii) any applications for trademarks or service marks filed in the United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until evidence of use of the mark in interstate commerce is submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d), at which point such trademark or service mark application shall be considered automatically included in the Collateral (and in the Intellectual Property Collateral), or (iv) any of such Grantor’s rights or interests in or under, any Restricted Patent or any lease, license, contract, permit, Instrument, Security, agreement or franchise to which such Grantor is a party or any of its rights or interests thereunder if and for so long as, and to the extent that, the grant of such security interest would constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract, permit, Instrument, Security, agreement or franchise (including, without limitation, relating to any of the Restricted Patents) (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or under any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that, with respect to the foregoing clause (iv), the security interest shall attach immediately (and such Restricted Patent shall constitute Collateral and Intellectual Property Collateral hereunder) at such time as the condition causing such abandonment, invalidation, or unenforceability shall be remedied or shall cease to exist and, to the extent severable, shall attach immediately to any portion of any such lease, license, contract, permit, Instrument, Security, agreement or franchise that does not result in any of the consequences set forth in subsection (A) or (B) above.

 

SECTION 2.                 Security for Obligations.

 

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

 

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

 

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

 

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

 

SECTION 3.                 Grantors Remain Liable.

 

Anything contained herein to the contrary notwithstanding, (a) the exercise by Secured Party of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts, licenses and agreements included in the Collateral, and (b) Secured Party shall not have any obligation or liability under any contracts, licenses, and agreements included in the Collateral by reason of or arising out of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

 

SECTION 4.                 Representations and Warranties.

 

Each Grantor represents and warrants as follows:

 

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

 

(b)           Perfection.  The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations.  Upon (i) the filing of UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office (and the taking of any actions required to perfect or make effective

 

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the security interest of the Secured Party in Intellectual Property Collateral created under the laws of jurisdictions outside the United States and the making of subsequent recordations in the IP Filing Offices with respect to Intellectual Property Collateral acquired after the date hereof and with respect to the Restricted Patents, if and when such Patents are no longer Restricted Patents), (iv) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, and (v), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in the Collateral (other than Collateral subject to the Mortgages or receivables subject to the Federal Assignment of Claims Act) granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties will constitute perfected security interests therein prior to all other Liens (except for Permitted Encumbrances and Liens permitted by subsection 7.2A of the Credit Agreement), and, subject to the filings and other actions set forth in subsection (iii) above, all filings and other actions necessary to perfect such security interests have been duly made or taken.

 

(c)           Office Locations; Type and Jurisdiction of Organization; Locations of Equipment and Inventory.  Such Grantor’s name as it appears in official filings in the jurisdiction of its organization, type of organization (i.e. corporation, limited partnership, etc.), jurisdiction of organization, principal place of business, chief executive office, office where such Grantor keeps its Records regarding the Accounts, Intellectual Property and originals of Chattel Paper, and organization number provided by the applicable Government Authority of the jurisdiction of organization are set forth on Schedule 3 annexed hereto.  All of the Equipment and Inventory of such Grantor located in the United States is located at the places set forth on Schedule 4 annexed hereto, except for (x) Inventory which, in the ordinary course of business, is in transit either (i) from a supplier to a Grantor, (ii) between the locations set forth on Schedule 4 annexed hereto, or (iii) to customers of a Grantor or (y) Equipment and Inventory located elsewhere which has an aggregate value at any one time not in excess of $2,000,000.

 

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

 

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

 

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

 

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

 

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

 

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

 

(j)            Letter-of-Credit Rights.  Such Grantor has no interest in any Letter-of-Credit Rights having a face value in excess of $1,000,000 in any case, except as set forth on Schedule 13 annexed hereto.

 

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

 

SECTION 5.                 Further Assurances.

 

(a)           Generally.  Each Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that Secured Party may reasonably request, in order to perfect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the foregoing, each Grantor will: (i) upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default, notify Secured Party in writing of receipt by such Grantor of any interest in Chattel Paper having in any individual case a face value in excess of $500,000 and, at the request of Secured Party, mark conspicuously each item of Chattel Paper and each of its records pertaining to the Collateral, with a legend, in form and substance reasonably satisfactory to Secured Party, indicating that such Collateral is subject to the security interest granted hereby, (ii) deliver to Secured Party all promissory notes and other Instruments having in any individual case a face value in excess of $500,000 and all original counterparts of Chattel Paper having in any individual case a face value in excess of $500,000, each duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Secured Party, (iii) (A) execute (if necessary) and file such financing or continuation

 

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statements, or amendments thereto, (B) execute and deliver, and cause to be executed and delivered, agreements establishing that Secured Party has control of Deposit Accounts and Securities Accounts of such Grantor (to the extent required to comply with subsection 6.11 of the Credit Agreement), and (C) upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default, deliver such documents, instruments, notices, records and consents, and take such other actions, in each case requested by the Secured Party, necessary to establish that Secured Party has control over electronic Chattel Paper and Letter-of-Credit Rights of such Grantor having in any individual case a face value in excess of $500,000 with respect to Chattel Paper and $1,000,000 with respect to Letter-of-Credit Rights, (iv) furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, in each case as Secured Party may reasonably request, all in reasonable detail, and (v) at Secured Party’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or Secured Party’s security interest in all or any material part of the Collateral.  Each Grantor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral (including any financing statement indicating that it covers “all assets” or “all personal property” or “all personal property of the debtor now owned or hereafter acquired” of such Grantor) without the signature of any Grantor.

 

(b)           Securities Collateral.  Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates or Instruments representing or evidencing the Securities Collateral shall be delivered to and held by or on behalf of Secured Party pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Secured Party and (ii) it will, within thirty (30) days after the end of each calendar quarter, deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of any additional Equity Interests or Indebtedness constituting Securities Collateral that were acquired during such calendar quarter; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Securities Collateral shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto.  Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Securities Collateral, whether or not such Pledge Supplement is delivered.

 

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

 

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right, title or interest in any existing Intellectual Property Collateral or any Intellectual Property Collateral set forth on Schedule A to such IP Supplement.  Upon each such acquisition, the representations and warranties contained in Section 4(g) hereof shall be deemed to have been made by such Grantor as to such Intellectual Property Collateral, whether or not such IP Supplement is delivered, subject to any exceptions made in the related IP Supplement actually delivered.

 

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

 

SECTION 6.                 Certain Covenants of Grantors.

 

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

 

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

 

Each Grantor shall:

 

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

 

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

 

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

 

SECTION 8.                 Special Covenants with respect to Accounts.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(a)           Each Grantor shall:

 

(i)            take any and all reasonable steps to protect the secrecy of all material trade secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property Collateral, including, without limitation, where

 

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appropriate entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents;

 

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

 

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

 

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

 

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

 

(d)           In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuance of an Event of Default, hereby grants to Secured Party the nonexclusive right and license to use all Intellectual Property Collateral owned or, to the extent that Grantor is lawfully able to grant such license, used by such Grantor, all to the extent necessary to enable Secured Party to realize on the Collateral in accordance with this Agreement and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral, such license, with respect to the Trademarks, being subject to the user’s agreement to maintain standards of quality

 

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in connection with the goods and services sold under such Trademarks sufficient to maintain the validity of such Trademarks.  This right shall inure to the benefit of all successors, assigns and transferees of Secured Party and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise.  Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor.

 

SECTION 11.               Collateral Account.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(e)           to pay or discharge Taxes or Liens (other than Taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement, including, in each case, pursuant to subsection 6.3A of the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of such Grantor to Secured Party, due and payable immediately without demand;

 

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

 

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

 

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SECTION 13.               Secured Party May Perform.

 

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

 

SECTION 14.               Standard of Care.

 

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

 

SECTION 15.               Remedies.

 

(a)           Generally.  If any Event of Default shall have occurred and be continuing, Secured Party may, subject to Section 20 hereof, exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties, (ii) to the extent permitted by applicable law, enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Secured Party deems appropriate, (iv) to the extent permitted by applicable law, take possession of any Grantor’s premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor’s equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, (vi) exercise dominion and control over and refuse to permit further withdrawals from any Deposit Account maintained with Secured Party or any Lender and provide instructions directing the disposition of funds in Deposit Accounts not maintained with Secured Party or any Lender and (vii) provide entitlement orders with respect to Security Entitlements and other Investment Property constituting a part of the Collateral and, without notice to any Grantor, transfer to or register in the name of Secured Party or any of its nominees any or all of the Securities Collateral.  Secured Party or any Lender or Swap Counterparty may be the purchaser of any or all of the Collateral at any such sale and Secured Party, as agent for

 

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and representative of Lenders and Swap Counterparties (but not any Lender or Swap Counterparty in its individual capacity unless Requisite Obligees shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Secured Party at such sale.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree.  If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be jointly and severally liable for the deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 15 will cause irreparable injury to Secured Party, that Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 15 shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that (i) no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities, or (ii) that the Secured Obligations (other than Unasserted Obligations) have been paid in full.

 

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

 

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request, each Grantor shall and shall cause each issuer of any Securities Collateral to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the amount of Securities Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

 

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

 

SECTION 16.               Additional Remedies for Intellectual Property Collateral.

 

(a)           Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Secured Party or otherwise, to enforce any Intellectual Property Collateral, in which event each Grantor shall, at the request of Secured Party, do any and all lawful acts and execute any and all documents required by Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Secured Party as provided in subsections 10.2 and 10.3 of the Credit Agreement and Section 18 hereof, as applicable, in connection with the exercise of its rights under this Section 16, and, to the extent that Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 16, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in commencing or maintaining any action, suit or proceeding or other action against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Secured Party, each Grantor shall execute and deliver to Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) within five Business Days after written notice from Secured Party, each Grantor shall make available to Secured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ as Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or

 

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in connection with the Trademarks, such persons to be available to perform their prior functions on Secured Party’s behalf and to be compensated by Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.

 

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

 

SECTION 17.               Application of Proceeds.

 

Except as expressly provided elsewhere in this Agreement, all proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied as provided in subsection 2.4D of the Credit Agreement.

 

SECTION 18.               Indemnity and Expenses.

 

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

 

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

 

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

 

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

 

(a)           Subject to the provisions of subsection 10.1 of the Credit Agreement, (i) 

 

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any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise and (ii) any Swap Counterparty may assign or otherwise transfer any Lender Swap Agreement to which it is a party to any other Person in accordance with the terms of such Lender Swap Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Swap Counterparties herein or otherwise.

 

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

 

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

 

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

 

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

 

SECTION 20.               Secured Party as Agent.

 

(a)           Secured Party has been appointed to act as Secured Party hereunder by Lenders and, by their acceptance of the benefits hereof, Swap Counterparties.  Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action

 

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

 

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

 

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

 

SECTION 21.               Additional Grantors.

 

The initial Grantors hereunder shall be Company and such of the Subsidiaries of Company as are signatories hereto on the date hereof.  From time to time subsequent to the date hereof, additional Subsidiaries of Company may become Additional Grantors, by executing a Counterpart.  Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of Company to become an Additional Grantor hereunder.  This Agreement shall be

 

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fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

 

SECTION 22.               Amendments; Etc.

 

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

 

SECTION 23.               Notices.

 

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

 

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

 

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

 

SECTION 25.               Severability.

 

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

 

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SECTION 26.                                             Headings.

 

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

 

SECTION 27.                                             Governing Law; Rules of Construction.

 

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL.  The rules of construction set forth in subsection 1.3 of the Credit Agreement shall be applicable to this Agreement mutatis mutandis.

 

SECTION 28.                                             Consent to Jurisdiction and Service of Process.

 

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

 

21



 

SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

 

SECTION 29.                                             Waiver of Jury Trial.

 

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

 

SECTION 30.                                             Counterparts.

 

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

 

SECTION 31.                                             Definitions.

 

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

 

22



 

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

 

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

 

“Aggregate Available Amount” has the meaning set forth in Section 15(c) hereof.

 

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

 

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

 

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

 

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

 

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

 

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

 

“Counterpart” means a counterpart to this Agreement substantially in the form of Exhibit VI hereto entered into by a Subsidiary of Company pursuant to Section 21 hereof.

 

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

 

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

 

“Equity Interests” means all shares of stock, partnership interests, interests in Joint Ventures, limited liability company interests and all other equity interests in a Person, whether

 

23



 

such stock or interests are classified as Investment Property or General Intangibles under the UCC.

 

“Event of Default” means any Event of Default as defined in the Credit Agreement or, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the cancellation or expiration of all Letters of Credit and the termination of the Commitments, the occurrence of an Early Termination Date (as defined in a Master Agreement in the form prepared by the International Swap and Derivatives Association, Inc. or a similar event under any similar swap agreement) under any Lender Swap Agreement.

 

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

 

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

 

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

 

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

 

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

 

(b)           Patents;

 

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

 

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

 

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

 

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

 

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

 

“Patents” means all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned or held by a Grantor and all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreign law that are presently,

 

24



 

or in the future may be, owned by such Grantor in whole or in part (including, without limitation, the United States patents and United States patent applications set forth on Schedule 9 annexed hereto), all rights (but not obligations) corresponding thereto to sue for past, present and future infringements and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Security” has the meaning set forth in the UCC.

 

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

 

25



 

“Trademark Registrations” means all registrations for Trademarks that have been or may hereafter be issued or applied for by any Grantor in the United States and any state thereof and in foreign countries (including, without limitation, the United States registrations and United States applications set forth on Schedule 8 annexed hereto).

 

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

 

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

 

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

 

[Remainder of page intentionally left blank]

 

26



 

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

 

 

HEXCEL CORPORATION

 

 

 

 

 

 

By:

/s/ Wayne C. Pensky

 

 

Name: Wayne C. Pensky

 

 

Title: Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

 

Notice Address:

 

 

 

Two Stamford Plaza

 

281 Tresser Boulevard

 

Stamford, Connecticut 06901

 

 

 

 

 

 

 

HEXCEL REINFORCEMENTS HOLDING CORP.

 

 

 

 

 

 

By:

/s/ Wayne C. Pensky

 

 

Name: Wayne C. Pensky

 

 

Title: President and Treasurer

 

 

 

 

 

 

 

HEXCEL REINFORCEMENTS CORP.

 

 

 

 

 

 

 

By:

/s/ Wayne C. Pensky

 

 

Name: Wayne C. Pensky

 

 

Title: President

 

 

 

 

 

 

 

Notice Address:

 

 

 

c/o Hexcel Corporation

 

Two Stamford Plaza

 

281 Tresser Boulevard

 

Stamford, Connecticut 06901

 

VI-1



 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

as Administrative Agent and as Secured Party

 

 

 

 

 

 

 

By:

/s/ Omayra Laucella

 

 

Name:

Omayra Laucella

 

 

Title:

Vice President

 

 

 

 

By:

/s/ Erin Morrissey

 

 

Name:

Erin Morrissey

 

 

Title:

Vice President

 

 

 

 

Notice Address:

 

 

 

 

 

60 Wall Street

 

 

MS NYC60-4305

 

 

New York, NY 10005-2858

 

 

Attn: Omayra Laucella

 

 

Fax:   (212) 797-5690

 

VI-2


 


 

EXHIBIT I TO

SECURITY AGREEMENT

 

[FORM OF GRANT OF TRADEMARK SECURITY INTEREST]

 

GRANT OF TRADEMARK SECURITY INTEREST

 

This GRANT OF TRADEMARK SECURITY INTEREST, dated as of                     , 20     is entered into by [NAME OF GRANTOR], a                        corporation (“Grantor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for and representative of the Beneficiaries (in such capacity, “Secured Party”).

 

WHEREAS, Hexcel Corporation, a Delaware corporation (“Company”), has entered into a Credit Agreement dated as of May 21, 2009 (said Credit Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the financial institutions named therein (collectively, together with their respective successors and assigns party to the Credit Agreement from time to time, “Lenders”), Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Secured Party, pursuant to which Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to Company; and

 

WHEREAS, Company or a Subsidiary of Company may from time to time enter, or may from time to time have entered, into one or more Lender Swap Agreements with one or more Swap Counterparties; and

 

[INSERT IF GRANTOR IS A SUBSIDIARY GUARANTOR] [WHEREAS, Grantor has executed and delivered that certain Subsidiary Guaranty dated as of May 21, 2009 (said Subsidiary Guaranty, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders and any Swap Counterparties, pursuant to which Grantor has guarantied the prompt payment and performance when due of all obligations of Company under the Credit Agreement and the other Loan Documents and all obligations of Company or a Subsidiary of Company under the Lender Swap Agreements, including, without limitation, the obligation of Company or such Subsidiary to make payments thereunder in the event of early termination thereof (in each case, other than Unasserted Obligations (as defined in the Credit Agreement)); and]

 

WHEREAS, pursuant to the terms of a Security Agreement dated as of May 21, 2009 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Security Agreement”; the terms defined therein and not otherwise defined herein being used herein as

 

I-1



 

therein defined), among Grantor, Secured Party and the other grantors named therein, Grantor has granted to Secured Party a continuing security interest and continuing lien on the Trademark Collateral;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence further the security interest granted by Grantor to Secured Party pursuant to the Security Agreement, Grantor hereby grants to Secured Party a security interest in all of Grantor’s right, title and interest in and to the following, in each case whether now or hereafter existing, whether now owned or hereafter acquired and wherever the same may be located (the “Trademark Collateral”):

 

(i)            all trademarks, service marks, designs, logos, indicia, tradenames, trade dress, corporate names, company names, business names, fictitious business names, trade styles and/or other source and/or business identifiers and applications pertaining thereto, owned by Grantor, or hereafter adopted and used, in its business (including, without limitation, the trademarks set forth on Schedule A annexed hereto) (collectively, the “Trademarks”), all registrations that have been or may hereafter be issued or applied for Trademarks in the United States and any state thereof and in foreign countries (including, without limitation, the United States registrations and United States applications set forth on Schedule A annexed hereto), all common law and other rights (but in no event any of the obligations) in and to Trademarks in the United States and any state thereof and in foreign countries, and all goodwill of Grantor’s business symbolized by the use of and connected with Trademarks; and

 

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

 

Notwithstanding the foregoing, the Trademark Collateral shall not include and Grantor shall not be deemed to have granted a security interest in: (i) any applications for trademarks or service marks filed in the United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until evidence of use of the mark in interstate commerce is submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d), at which point such trademark or service mark application shall be considered automatically included in the Trademark Collateral, or (ii) any of Grantor’s rights or interests in or under, any lease, license, contract, permit, Instrument, Security, agreement or franchise to which Grantor is a party or any of its rights or interests thereunder if and for so long as and to the extent that the grant of such security interest would constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract, permit, Instrument, Security, agreement or franchise (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or under any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that, with respect to the foregoing clause (ii), the security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, or

 

I-2



 

unenforceability shall be remedied or shall cease to exist and, to the extent severable, shall attach immediately to any portion of any such lease, license, contract, permit, Instrument, Security, agreement or franchise that does not result in any of the consequences set forth in subsection (A) or (B) above.

 

Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured Party with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

THIS GRANT OF TRADEMARK SECURITY INTEREST AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

 

[The remainder of this page is intentionally left blank.]

 

I-3



 

IN WITNESS WHEREOF, Grantor has caused this Grant of Trademark Security Interest to be duly executed and delivered by its officers thereunto duly authorized as of the date hereof.

 

 

[NAME OF GRANTOR]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

I-4



 

SCHEDULE A
TO
GRANT OF TRADEMARK SECURITY INTEREST

 

Owner

 

Trademark

 

U.S. Registration
or Appl. Number

 

U.S. Registration
or Appl. Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

EXHIBIT II TO
SECURITY AGREEMENT

 

[FORM OF GRANT OF PATENT SECURITY INTEREST]

 

GRANT OF PATENT SECURITY INTEREST

 

This GRANT OF PATENT SECURITY INTEREST, dated as of                 , 20     is entered into by [NAME OF GRANTOR], a                        corporation (“Grantor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for and representative of the Beneficiaries (in such capacity, “Secured Party”).

 

WHEREAS, Hexcel Corporation, a Delaware corporation (“Company”), has entered into a Credit Agreement dated as of May 21, 2009 (said Credit Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the financial institutions named therein (collectively, together with their respective successors and assigns party to the Credit Agreement from time to time, “Lenders”), Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Secured Party, pursuant to which Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to Company; and

 

WHEREAS, Company or a Subsidiary of Company may from time to time enter, or may from time to time have entered, into one or more Lender Swap Agreements (as defined in the Security Agreement) with one or more Swap Counterparties (as defined in the Security Agreement); and

 

[INSERT IF GRANTOR IS A SUBSIDIARY GUARANTOR] [WHEREAS, Grantor has executed and delivered that certain Subsidiary Guaranty dated as of May 21, 2009 (said Subsidiary Guaranty, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders and any Swap Counterparties, pursuant to which Grantor has guarantied the prompt payment and performance when due of all obligations of Company or a Subsidiary of Company under the Credit Agreement and the other Loan Documents and all obligations of Company or such Subsidiary under the Lender Swap Agreements, including, without limitation, the obligation of Company to make payments thereunder in the event of early termination thereof (in each case, other than Unasserted Obligations (as defined in the Credit Agreement)); and]

 

WHEREAS, pursuant to the terms of a Security Agreement dated as of May 21, 2009 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Security Agreement”; the terms defined therein and not otherwise defined herein being used herein as

 

II-1



 

therein defined), among Grantor, Secured Party and the other grantors named therein, Grantor has granted to Secured Party a continuing security interest and continuing lien on the Patent Collateral;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence further the security interest granted by Grantor to Secured Party pursuant to the Security Agreement, Grantor hereby grants to Secured Party a security interest in all of Grantor’s right, title and interest in and to the following, in each case whether now or hereafter existing, whether now owned or hereafter acquired, and wherever the same may be located (the “Patent Collateral”):

 

(i)            all patents and patent applications and rights and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned or held by Grantor and all patents and patent applications and rights, title and interests in patents and patent applications under any domestic or foreign law that are presently, or in the future may be, owned by Grantor in whole or in part (including, without limitation, the U.S. patents and U.S. patent applications set forth on Schedule A annexed hereto), all rights (but not obligations) corresponding thereto to sue for past, present and future infringements and all re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof; and

 

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

 

Notwithstanding the foregoing, the Patent Collateral shall not include and Grantor shall not be deemed to have granted a security interest in any of Grantor’s rights or interests in or under, any Restricted Patent or any lease, license, contract, permit, Instrument, Security, agreement or franchise to which Grantor is a party or any of its rights or interests thereunder if and for so long as, and to the extent that, the grant of such security interest would constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract, permit, Instrument, Security, agreement or franchise (including, without limitation, relating to any of the Restricted Patents) (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or under any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that the security interest shall attach immediately (and such Restricted Patent shall constitute Patent Collateral hereunder) at such time as the condition causing such abandonment, invalidation, or unenforceability shall be remedied or shall cease to exist and, to the extent severable, shall attach immediately to any portion of any such lease, license, contract, permit, Instrument, Security, agreement or franchise that does not result in any of the consequences set forth in subsection (A) or (B) above.

 

Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured Party with respect to the security interest in the Patent Collateral granted hereby are

 

II-2



 

more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

THIS GRANT OF PATENT SECURITY INTEREST AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

 

[The remainder of this page intentionally left blank.]

 

II-3



 

IN WITNESS WHEREOF, Grantor has caused this Grant of Patent Security Interest to be duly executed and delivered by its officers thereunto duly authorized as of the date hereof.

 

 

[NAME OF GRANTOR]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

II-4



 

SCHEDULE A
TO
GRANT OF PATENT SECURITY INTEREST

 

U.S. Patents Issued:

 

Owner

 

Patent No.

 

Issue Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Patents Pending:

 

Owner

 

Application
Number

 

Date
Filed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


 

EXHIBIT III TO

SECURITY AGREEMENT

 

[FORM OF GRANT OF COPYRIGHT SECURITY INTEREST]

 

GRANT OF COPYRIGHT SECURITY INTEREST

 

This GRANT OF COPYRIGHT SECURITY INTEREST, dated as of                 , 20     is entered into by [NAME OF GRANTOR], a                        corporation (“Grantor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for and representative of the Beneficiaries (in such capacity, “Secured Party”).

 

WHEREAS, Hexcel Corporation, a Delaware corporation (“Company”), has entered into a Credit Agreement dated as of May 21, 2009 (said Credit Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the financial institutions named therein (collectively, together with their respective successors and assigns party to the Credit Agreement from time to time, “Lenders”), Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Secured Party, pursuant to which Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to Company; and

 

WHEREAS, Company or a Subsidiary of Company may from time to time enter, or may from time to time have entered, into one or more Lender Swap Agreements (as defined in the Security Agreement) with one or more Swap Counterparties (as defined in the Security Agreement); and

 

[INSERT IF GRANTOR IS A SUBSIDIARY GUARANTOR] [WHEREAS, Grantor has executed and delivered that certain Subsidiary Guaranty dated as of May 21, 2009 (said Subsidiary Guaranty, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders and any Swap Counterparties, pursuant to which Grantor has guarantied the prompt payment and performance when due of all obligations of Company or a Subsidiary of Company under the Credit Agreement and the other Loan Documents and all obligations of Company or such Subsidiary under the Lender Swap Agreements, including, without limitation, the obligation of Company to make payments thereunder in the event of early termination thereof (in each case, other than Unasserted Obligations (as defined in the Credit Agreement)); and]

 

WHEREAS, pursuant to the terms of a Security Agreement dated as of May 21, 2009 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Security

 

III-1



 

Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined)), among Grantor, Secured Party and the other grantors named therein, Grantor has granted to Secured Party a continuing security interest and continuing lien on the Copyright Collateral;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence further the security interest granted by Grantor to Secured Party pursuant to the Security Agreement, Grantor hereby grants to Secured Party, a security interest in all of Grantor’s right, title and interest in and to the following, in each case whether now or hereafter existing, whether now owned or hereafter acquired, and wherever the same may be located (the “Copyright Collateral”):

 

(i)                                     all copyright in various published and unpublished works of authorship including, without limitation, and to the extent copyrightable computer programs, computer data bases, other computer software layouts, drawings, designs, writings, and formulas (including, without limitation, the works which are the subject of the registrations set forth on Schedule A annexed hereto, as the same may be amended pursuant hereto from time to time) (collectively, the “Copyrights”), all copyright registrations issued to Grantor and applications for copyright registration that have been or may hereafter be issued or applied for by Grantor in the United States and any state thereof and in foreign countries (including, without limitation, the U.S. copyright registrations set forth on Schedule A annexed hereto, as the same may be amended pursuant hereto from time to time) (collectively, the “Copyright Registrations”), all common law and other rights of Grantor in and to the Copyrights in the United States and any state thereof and in foreign countries including all copyright licenses (but with respect to such copyright licenses, only to the extent permitted by such licensing arrangements) (the “Copyright Rights”); and

 

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

 

Notwithstanding the foregoing, the Copyright Collateral shall not include and Grantor shall not be deemed to have granted a security interest in any of Grantor’s rights or interests in or under, any lease, license, contract, permit, Instrument, Security, agreement or franchise to which Grantor is a party or any of its rights or interests thereunder if and for so long as and to the extent that the grant of such security interest would constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract, permit, Instrument, Security, agreement or franchise (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or under any other applicable law (including the Bankruptcy Code) or principles of equity); provided however, that the security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, or unenforceability shall be remedied or shall cease to exist and, to the extent severable, shall attach immediately to any portion of any such lease, license, contract, permit, Instrument,

 

III-2



 

Security, agreement or franchise that does not result in any of the consequences set forth in subsection (A) or (B) above.

 

Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured Party with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

THIS GRANT OF COPYRIGHT SECURITY INTEREST AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

 

[The remainder of this page intentionally left blank.]

 

III-3



 

IN WITNESS WHEREOF, Grantor has caused this Grant of Copyright Security Interest to be duly executed and delivered by its officers thereunto duly authorized as of the date hereof.

 

 

[NAME OF GRANTOR]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

III-4



 

SCHEDULE A
TO
GRANT OF COPYRIGHT SECURITY INTEREST

 

U.S. Copyright Registrations:

 

Title

 

Registration No.

 

Date of Issue

 

Owner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pending U.S. Copyright Registration Applications:

 

Title

 

Appl. No.

 

Date of Application

 

Owner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

EXHIBIT IV TO

SECURITY AGREEMENT

 

PLEDGE SUPPLEMENT

 

This PLEDGE SUPPLEMENT, dated as of                                     , is delivered pursuant to the Security Agreement, dated as of May 21, 2009 among                                         , a                                (“Grantor”), the other grantors named therein, and Deutsche Bank Trust Company Americas, as Administrative Agent, as Secured Party (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Security Agreement”).  Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

 

Grantor hereby agrees that the [Pledged Equity] [Pledged Debt] set forth on Schedule A annexed hereto shall be deemed to be part of the [Pledged Equity] [Pledged Debt] and shall become part of the Securities Collateral and shall secure all Secured Obligations.

 

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of the date first written above.

 

 

[GRANTOR]

 

 

 

 

 

By:

 

 

 

Title:

 

 

IV-1



 

SCHEDULE A
TO
PLEDGE SUPPLEMENT

 

IV-A-1



 

EXHIBIT V TO

SECURITY AGREEMENT

 

IP SUPPLEMENT

 

This IP SUPPLEMENT, dated as of               ,                is delivered by [NAME OF GRANTOR], a                        corporation (the “Grantor”), pursuant to and supplements (i) the Security Agreement, dated as of May 21, 2009 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time, being the “Security Agreement”), among Hexcel Corporation, Grantor, the other grantors named therein, and Deutsche Bank Trust Company Americas, as Administrative Agent, as Secured Party, and (ii) the [Grant of Trademark Security Interest] [Grant of Patent Security Interest] [Grant of Copyright Security Interest] dated as of                       ,            (the “Grant”) executed by Grantor.  Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Grant.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence further the security interest granted by Grantor to Secured Party pursuant to the Security Agreement, Grantor grants to Secured Party a security interest in all of Grantor’s right, title and interest in and to the [Trademark Collateral] [Patent Collateral] [Copyright Collateral] set forth on Schedule A annexed hereto.  All such [Trademark Collateral] [Patent Collateral] [Copyright Collateral] shall be deemed to be part of the [Trademark Collateral] [Patent Collateral] [Copyright Collateral] and shall be hereafter subject to each of the terms and conditions of the Security Agreement and the Grant.

 

Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured Party with respect to the security interest in the [Trademark Collateral] [Patent Collateral] [Copyright Collateral] granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

IN WITNESS WHEREOF, Grantor has caused this IP Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date hereof.

 

 

[GRANTOR]

 

 

 

 

 

By:

 

 

 

Title:

 

 

V-A-1



 

SCHEDULE A
TO
IP SUPPLEMENT

 

V-1



 

EXHIBIT VI TO

SECURITY AGREEMENT

 

[FORM OF COUNTERPART]

 

This COUNTERPART (this “Counterpart”), dated as of               ,              is delivered pursuant to Section 21 of the Security Agreement referred to below.  The undersigned hereby agrees that this Counterpart may be attached to the Security Agreement, dated as of May 21, 2009 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time being the “Security Agreement”; capitalized terms used herein not otherwise defined herein shall have the meanings ascribed therein), among Hexcel Corporation, the other Grantors named therein, and Deutsche Bank Trust Company Americas, as Administrative Agent, as Secured Party.  The undersigned by executing and delivering this Counterpart hereby becomes a Grantor under the Security Agreement in accordance with Section 21 thereof and agrees to be bound by all of the terms thereof.

 

Without limiting the generality of the foregoing, the undersigned hereby:

 

(i)                                     authorizes Secured Party to add the information set forth on the Schedules to this Counterpart to the correlative Schedules attached to the Security Agreement;(1)

 

(ii)                                  agrees that all Collateral of the undersigned, including the items of property described on the Schedules hereto, shall become part of the Collateral and shall secure all Secured Obligations; and

 

(iii)                               makes the representations and warranties set forth in the Security Agreement, as amended hereby, to the extent relating to the undersigned.

 

 

[NAME OF ADDITIONAL GRANTOR]

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 


(1)          The Schedules to the Counterpart should include copies of all Schedules that identify collateral to be granted by the Additional Grantor.

 

VI-2



 

SCHEDULE A

TO

SECURITY AGREEMENT

 

Name

 

Notice Address

Hexcel Reinforcements Holding Corp.

 

c/o Hexcel Corporation
Two Stamford Plaza
281 Tresser Blvd.
Stamford, CT 06901
Attn: Ira Krakower

Hexcel Reinforcements Corp.

 

c/o Hexcel Corporation
Two Stamford Plaza
281 Tresser Blvd.
Stamford, CT 06901
Attn: Ira Krakower

 

1



 

SCHEDULE 1
TO
SECURITY AGREEMENT

 

Commercial Tort Claims

 

Hexcel v. Ineos Polymers (f/f/a BP Amoco), case no. 1:08-CV-03637-CC, United States District Court, Northern District of Georgia.

 

2



 

SCHEDULE 2
TO
SECURITY AGREEMENT

 

Filing Offices

 

Grantor

 

Secured Party

 

Description of
Collateral

 

Filing Office

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

All personal property of Debtor now owned or hereafter acquired.

 

DE SOS

Hexcel Reinforcements Corp.

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

All personal property of Debtor now owned or hereafter acquired.

 

DE SOS

Hexcel Reinforcements Holding Corp.

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

All personal property of Debtor now owned or hereafter acquired.

 

DE SOS

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

Morgan County, Alabama - Judge of Probate

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

Pinal County, Arizona - County Recorder

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

Alameda County - County Recorder

Hexcel Reinforcements Corp.

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

Guadalupe County, Texas - County Clerk

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

Salt Lake County, Utah - County Recorder

Hexcel Corporation

 

Deutsche Bank Trust Company Americas, as Administrative Agent

 

Fixture Filing

 

King County, Washington - County Recorder

 

3



 

SCHEDULE 3
TO
SECURITY AGREEMENT

 

Office Locations, Type and Jurisdiction of Organization

 

Name of
Grantor

 

Type of
Organization

 

Office
Locations

 

Jurisdiction
of
Organization

 

Organization
Number

 

Tax ID
Number

Hexcel Corporation

 

Corporation

 

Two Stamford Plaza 281 Tresser Blvd. Stamford, CT 06901

 

Delaware

 

2003924

 

94-1109521

Hexcel Reinforcements Holding Corp.

 

Corporation

 

Two Stamford Plaza 281 Tresser Blvd. Stamford, CT 06901

 

Delaware

 

2935183

 

51-0383398

Hexcel Reinforcements Corp.

 

Corporation

 

Two Stamford Plaza 281 Tresser Blvd. Stamford, CT 06901

 

Delaware

 

2935357

 

57-1071290

 

4



 

SCHEDULE 4
TO
SECURITY AGREEMENT

 

Locations of Equipment and Inventory

 

Name of Grantor

 

Locations of Equipment and Inventory

Hexcel Corporation

 

Two Stamford Plaza

 

 

281 Tresser Blvd.

 

 

Stamford, Connecticut

 

 

 

 

 

15062 Steele Road

 

 

Burlington, Washington

 

 

 

 

 

1214 W. Highway 84

 

 

Casa Grande, Arizona

 

 

 

 

 

3300 Mallard Fox Drive

 

 

Decatur, Alabama

 

 

 

 

 

11711 Dublin Blvd.

 

 

Dublin, California

 

 

 

 

 

19819 84th Ave. South

 

 

Kent, Washington

 

 

 

 

 

6700 West 5400 South

 

 

Salt Lake City, Utah

 

 

 

 

 

2350 Airport Freeway

 

 

Bedford, Texas

 

 

 

 

 

900 Main Street South

 

 

Southbury, Connecticut

 

 

 

 

 

Cytec Engineered Materials

 

 

1440 N. Kraemer Blvd

 

 

Anaheim, CA

 

 

 

 

 

Cytec Engineered Materials

 

 

4300 Jackson Street

 

 

Greenville, Texas

 

 

 

 

 

California Packaging

 

 

75 East Pacific Avenue

 

 

North Salt Lake, Utah

 

 

 

 

 

Intermountain Rigging & Heavyhaul (IRH)

 

 

P.O. Box 27163

 

 

1700 South 1900 West

 

 

Salt Lake City, Utah

 

 

 

 

 

31815 Great Western Drive

 

 

Windsor, Colorado

 

5



 

 

 

1601 Pelican Lakes

 

 

Windsor, Colorado

 

 

 

 

 

2000 Howard Smith Avenue, W. Bldg. C-20

 

 

Windsor, Colorado

 

 

 

 

 

1600 N. King Street

 

 

Seguin, Texas

 

 

 

 

 

202 E. Washington, Suite 400

 

 

Ann Arbor, MI

Hexcel Reinforcements Holding Corp.

 

NONE

Hexcel Reinforcements Corp.

 

1913 N. King Street

 

 

Seguin, Texas

 

6



 

SCHEDULE 5
TO
SECURITY AGREEMENT

 

Other Names

 

Name of Grantor

 

Other Names

Hexcel Corporation

 

NONE

Hexcel Reinforcements Holding Corp.

 

Clark-Schwebel Holding Corp.

Hexcel Reinforcements Corp.

 

NONE

 

7



 

SCHEDULE 6
TO
SECURITY AGREEMENT

 

Pledged Equity

 

Grantor: Hexcel Corporation

 

Equity Issuer

 

Class
of
Equity

 

Equity
Certificate
Nos.

 

Par
Value

 

Amount of
Equity
Interests
Owned

 

Percentage of
Owned
Outstanding
Equity
Pledged by
Grantor

 

Hexcel Reinforcements Holding Corp.

 

Common

 

1

 

$

.01

 

1,000

 

100

%

Hexcel LLP

 

Membership interest

 

Uncertificated

 

N/A

 

84.5086

%

65

%

 

Grantor: Hexcel Reinforcements Holding Corp.

 

Equity Issuer

 

Class
of
Equity

 

Equity
Certificate
Nos.

 

Par
Value

 

Amount of
Equity
Interests

 

Percentage of
Owned
Outstanding
Equity
Pledged
Grantor

 

Hexcel Reinforcements Corp.

 

Common

 

1

 

$

.01

 

1,000

 

100

%

Hexcel LLP

 

Membership interest

 

Uncertificated

 

N/A

 

15.4914

%

65

%

 

Grantor: Hexcel Reinforcements Corp.

 

Equity Issuer

 

Class
of
Equity

 

Equity
Certificate
Nos.

 

Par
Value

 

Amount of
Equity
Interests

 

Percentage of
Outstanding
Equity
Pledged

 

NONE

 

 

 

 

 

 

 

 

 

 

 

 

 

8



 

SCHEDULE 7
TO
SECURITY AGREEMENT

 

Pledged Debt

 

Borrower

 

Lender

 

Currency

 

Amount

Hexcel Holding GmbH (Austria)

 

Hexcel Overseas Limited (transferred to Hexcel Corporation)

 

EUR

 

 

55,500,000.00

Hexcel Holding Spain, S.L.

 

Hexcel Overseas Limited (transferred to Hexcel Corporation)

 

EUR

 

 

60,000,000.00

Hexcel (UK) Limited

 

Hexcel Corporation

 

USD

 

 

Demand Note up to 10,000,000.00

Hexcel Holdings Hong Kong

 

Hexcel Corporation

 

USD

 

 

20,350,000.00(1)

 


(1) Company advanced funds to Hexcel Holdings Hong Kong; such advance was intended to be a capital contribution.  Under Hong Kong law, the advance is currently considered a loan.  Company is in the process of taking the necessary steps such that the advance will be considered a capital contribution under Hong Kong law.  This intercompany debt is not evidenced by any instrument.

 

9



 

SCHEDULE 8
TO
SECURITY AGREEMENT

 

HEXCEL INTELLECTUAL PROPERTY - TRADEMARKS

 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

FIBRELAM

 

Registered

 

Algeria

 

413446

 

20-Dec-94

 

20-Dec-94

 

R413446

 

Hexcel Corporation (DEL)

 

12, 17

CR-PAA

 

Registered

 

Australia

 

703225

 

23-Feb-96

 

13-Feb-98

 

703225

 

Hexcel Corporation (DEL)

 

6

FIBRELAM

 

Registered

 

Australia

 

A282338

 

9-Oct-74

 

9-Oct-74

 

A282338

 

Hexcel Corporation (DEL)

 

12

FIBRELAM

 

Registered

 

Australia

 

A282339

 

9-Oct-74

 

9-Oct-74

 

A282339

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Australia

 

1119151

 

15-Jun-06

 

15-Jun-06

 

1119151

 

Hexcel Corporation (DEL)

 

24

HEXCEL AND DESIGN

 

Registered

 

Australia

 

891781

 

11-Oct-01

 

19-Aug-02

 

891781

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Australia

 

891782

 

11-Oct-01

 

19-Aug-02

 

891782

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

Australia

 

891783

 

11-Oct-01

 

11-Oct-01

 

891783

 

Hexcel Corporation (DEL)

 

1

HEXFORCE

 

Registered

 

Australia

 

1057242

 

25-May-05

 

25-May-05

 

1057242

 

Hexcel Corporation (DEL)

 

24

HEXWEB

 

Registered

 

Australia

 

1114769

 

19-May-06

 

19-May-06

 

1114769

 

Hexcel Corporation (DEL)

 

19, 6

HRH

 

Registered

 

Australia

 

1114768

 

19-May-06

 

19-May-06

 

1114768

 

Hexcel Corporation (DEL)

 

19

REDUX

 

Registered

 

Australia

 

A81706

 

19-Jun-79

 

19-Jun-86

 

81706

 

Hexcel Corporation (DEL)

 

1

TWELVTEX

 

Registered

 

Austria

 

43252000

 

13-Jun-00

 

7-Nov-00

 

191893

 

Hexcel Corporation (DEL)

 

24

CR-PAA

 

Registered

 

Brazil

 

 

 

 

 

29-Dec-98

 

819238325

 

Hexcel Corporation (DEL)

 

6.50, 6.30

CR-PAA

 

Registered

 

Brazil

 

819238317

 

29-Dec-98

 

29-Dec-98

 

819238317

 

Hexcel Corporation (DEL)

 

7.60, 7.40

HEXCEL AND DESIGN

 

Pending

 

Brazil

 

824164768

 

26-Nov-01

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

HEXCEL AND DESIGN

 

Registered

 

Brazil

 

824164750

 

26-Nov-01

 

17-Apr-07

 

824164750

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Brazil

 

824164776

 

26-Nov-01

 

27-Feb-07

 

824164776

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

Brazil

 

828525544

 

19-Jun-06

 

22-Apr-08

 

828525544

 

Hexcel Corporation (DEL)

 

24

CR-PAA

 

Registered

 

Canada

 

 

 

 

 

11-Apr-97

 

474593

 

Hexcel Corporation (DEL)

 

6, 12

FIBRELAM

 

Registered

 

Canada

 

378526

 

5-Sep-74

 

20-Feb-76

 

212232

 

Hexcel Corporation (DEL)

 

 

HEXCEL AND DESIGN

 

Registered

 

Canada

 

1119948

 

31-Oct-01

 

9-Oct-03

 

TMA591977

 

Hexcel Corporation (DEL)

 

6, 12, 1

HEXCEL AND DESIGN

 

Registered

 

Canada

 

1310213

 

21-Jul-06

 

17-Jul-07

 

TMA692138

 

Hexcel Corporation (DEL)

 

24

HEXCELSCREEN

 

Registered

 

Canada

 

1343897

 

19-Apr-07

 

6-Nov-08

 

TMA727956

 

Hexcel Corporation (DEL)

 

 

POLYSPEED

 

Registered

 

Canada

 

532420

 

28-Nov-84

 

4-Apr-86

 

312824

 

Hexcel Corporation (DEL)

 

17

 

10



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

REDUX

 

Registered

 

Canada

 

 

 

 

 

26-Jun-89

 

UCA18969

 

Hexcel Corporation (DEL)

 

1

HEXCEL

 

Registered

 

Chile

 

494844

 

19-Oct-00

 

19-Oct-00

 

579580

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

Chile

 

494843

 

19-Oct-00

 

19-Oct-00

 

579579

 

Hexcel Corporation (CA)

 

28, 1

CR III

 

Pending

 

China

 

6050284

 

15-May-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

China

 

 

 

 

 

7-Jul-97

 

1049369

 

Hexcel Corporation (DEL)

 

6

FIBRELAM

 

Registered

 

China

 

9800063909

 

12-Jun-98

 

28-Dec-01

 

1688015

 

Hexcel Corporation (DEL)

 

17

HEX-3R

 

Registered

 

China

 

4511304

 

22-Feb-05

 

21-Nov-08

 

 

 

Hexcel Corporation (DEL)

 

24

HEX-3R

 

Registered

 

China

 

4511305

 

22-Feb-05

 

14-May-08

 

4511305

 

Hexcel Corporation (DEL)

 

1

HEXCEL

 

Pending

 

China

 

5337195

 

9-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Pending

 

China

 

5493070

 

21-Jul-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

24

HEXCEL AND DESIGN

 

Pending

 

China

 

5893058

 

28-Feb-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

China

 

2001191554

 

16-Oct-01

 

21-Feb-04

 

1970381

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

China

 

2001191555

 

16-Oct-01

 

28-Feb-03

 

1974241

 

Hexcel Corporation (DEL)

 

6

HEXCEL AND DESIGN

 

Registered

 

China

 

2001191556

 

16-Oct-01

 

28-Nov-03

 

1977416

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

China

 

93011454

 

24-Feb-93

 

28-May-94

 

691374

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

China

 

93011455

 

24-Feb-93

 

28-May-94

 

691574

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

China

 

93011456

 

24-Feb-93

 

7-Apr-95

 

738976

 

Hexcel Corporation (DEL)

 

19

HEXFORCE

 

Pending

 

China

 

6540411

 

31-Jan-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

24

HEXPLY

 

Pending

 

China

 

5576975

 

31-Aug-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXTOOL

 

Pending

 

China

 

6540412

 

31-Jan-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXTOW

 

Pending

 

China

 

6540308

 

31-Jan-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

22

HEXTOW

 

Pending

 

China

 

6540413

 

31-Jan-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXWEB

 

Pending

 

China

 

5369360

 

23-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

HEXWEB

 

Pending

 

China

 

5369361

 

23-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HRH

 

Pending

 

China

 

5369359

 

23-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

China

 

 

 

 

 

15-Apr-92

 

156372

 

Hexcel Corporation (DEL)

 

1

REDUX & CHINESE

 

Registered

 

China

 

 

 

 

 

29-Aug-91

 

149719

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

Czech Republic

 

76168

 

6-Apr-93

 

25-Jan-96

 

187441

 

Hexcel Corporation (CA)

 

1, 19, 12

FIBRELAM

 

Registered

 

Denmark

 

417574

 

24-Apr-75

 

24-Apr-75

 

188075

 

Hexcel Corporation (DEL)

 

12

ACOUSTI-CAP

 

Pending

 

European Community (OHIM)

 

6555411

 

5-Jan-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

 

11



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

BLACKWEAVE

 

Registered

 

European Community (OHIM)

 

4701934

 

24-Oct-05

 

12-Sep-06

 

4701934

 

Hexcel Corporation (DEL)

 

24

CR III

 

Registered

 

European Community (OHIM)

 

2904589

 

24-Oct-02

 

23-Mar-04

 

2904589

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

European Community (OHIM)

 

97923

 

1-Apr-96

 

25-Jan-99

 

97923

 

Hexcel Corporation (DEL)

 

6, 12

FLEX-CORE

 

Registered

 

European Community (OHIM)

 

2956084

 

3-Dec-02

 

16-Apr-04

 

2956084

 

Hexcel Corporation (DEL)

 

6, 17

HEX-3R

 

Registered

 

European Community (OHIM)

 

768812

 

11-Mar-98

 

11-Mar-98

 

768812

 

Hexcel Corporation (DEL)

 

1, 24, 19

HEXCEL & LOGO

 

Registered

 

European Community (OHIM)

 

98004

 

1-Apr-96

 

11-Jul-02

 

98004

 

Hexcel Corporation (DEL)

 

17, 12, 9, 24, 19, 6

HEXCEL AND DESIGN

 

Registered

 

European Community (OHIM)

 

730481

 

26-Jan-98

 

18-Feb-02

 

730481

 

Hexcel Corporation (DEL)

 

22, 12, 1

HEXCOAT

 

Registered

 

European Community (OHIM)

 

2514354

 

21-Dec-01

 

19-May-04

 

2514354

 

Hexcel Corporation (DEL)

 

1

HEXFIT

 

Registered

 

European Community (OHIM)

 

1990373

 

7-Dec-00

 

14-Aug-02

 

1990373

 

Hexcel Corporation (DEL)

 

17

HEXFLOW

 

Registered

 

European Community (OHIM)

 

1474444

 

13-Dec-99

 

15-Feb-01

 

1474444

 

Hexcel Corporation (DEL)

 

1

HEXFORCE

 

Registered

 

European Community (OHIM)

 

4316428

 

1-Mar-05

 

27-Feb-06

 

4316428

 

Hexcel Corporation (DEL)

 

24

HEXFORM

 

Registered

 

European Community (OHIM)

 

812826

 

28-Apr-98

 

28-Apr-98

 

812826

 

Hexcel Corporation (DEL)

 

24, 17, 12

HEXLITE

 

Registered

 

European Community (OHIM)

 

 

 

1-Apr-96

 

1-Apr-96

 

98079

 

Hexcel Corporation (DEL)

 

12

HEXMC

 

Registered

 

European Community (OHIM)

 

1564731

 

20-Mar-00

 

20-Aug-01

 

1564731

 

Hexcel Corporation (DEL)

 

17

HEXPLY

 

Registered

 

European Community (OHIM)

 

1929082

 

30-Oct-00

 

5-Mar-02

 

1929082

 

Hexcel Corporation (DEL)

 

17

HEXTACK

 

Registered

 

European Community (OHIM)

 

3350931

 

12-Sep-03

 

27-Oct-04

 

3350931

 

Hexcel Corporation (DEL)

 

1

HEXTOOL

 

Registered

 

European Community (OHIM)

 

4955944

 

14-Mar-06

 

11-Apr-07

 

4955944

 

Hexcel Corporation (DEL)

 

17

HEXTOW

 

Registered

 

European Community (OHIM)

 

5748736

 

9-Mar-07

 

7-Apr-08

 

5748736

 

Hexcel Corporation (DEL)

 

17, 22

HEXWEB

 

Registered

 

European Community (OHIM)

 

1564715

 

20-Mar-00

 

27-Sep-01

 

1564715

 

Hexcel Corporation (DEL)

 

6, 17

HRH

 

Registered

 

European Community (OHIM)

 

2931905

 

14-Nov-02

 

16-Apr-04

 

2931095

 

Hexcel Corporation (DEL)

 

17, 19

INJECTEX

 

Registered

 

European Community (OHIM)

 

4919825

 

15-Feb-06

 

26-Mar-07

 

4919825

 

Hexcel Corporation (DEL)

 

24

 

12



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

KEYLOCK

 

Registered

 

European Community (OHIM)

 

4433711

 

11-May-05

 

9-Nov-06

 

4433711

 

Hexcel Corporation (DEL)

 

24, 17

NC2

 

Registered

 

European Community (OHIM)

 

1990266

 

7-Dec-00

 

2-Oct-03

 

1990266

 

Hexcel Corporation (DEL)

 

24

REDUX

 

Registered

 

European Community (OHIM)

 

701649

 

15-Dec-97

 

27-Feb-01

 

701649

 

Hexcel Corporation (DEL)

 

1, 17

THE STRENGTH WITHIN

 

Registered

 

European Community (OHIM)

 

719807

 

9-Jan-98

 

7-Dec-99

 

719807

 

Hexcel Corporation (DEL)

 

24, 22, 12, 1, 6, 17

FIBRELAM

 

Registered

 

Finland

 

T197404261

 

27-Sep-74

 

7-Jan-80

 

71448

 

Hexcel Corporation (DEL)

 

19, 12, 17

MODIPUR

 

Registered

 

Finland

 

 

 

 

 

20-Aug-94

 

89768

 

Hexcel Corporation (DEL)

 

1, 17

REDUX

 

Registered

 

Finland

 

 

 

 

 

7-Jan-88

 

21587

 

Hexcel Corporation (DEL)

 

1

HRH

 

Registered

 

France

 

1471320

 

15-Jun-98

 

15-Jun-98

 

1471320

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

France

 

1204621

 

20-Apr-92

 

20-Apr-93

 

1204621

 

Hexcel Corporation (DEL)

 

22

TWELVTEX

 

Registered

 

France

 

3033676

 

10-Jun-00

 

10-Jun-00

 

3033676

 

Hexcel Corporation (DEL)

 

24

MAGNAMITE

 

Registered

 

Germany

 

1046409

 

10-Mar-92

 

10-Mar-93

 

1046409

 

Hexcel Corporation (DEL)

 

22, 17

TWELVTEX

 

Registered

 

Germany

 

300438036

 

9-Jun-00

 

9-Jun-00

 

30043803

 

Hexcel Corporation (DEL)

 

24

FIBRELAM

 

Registered

 

Greece (Hellenic Republic)

 

53588

 

8-Oct-74

 

17-Jun-76

 

53588

 

Hexcel Corporation (DEL)

 

12, 19

HEX-3R

 

Registered

 

Hong Kong

 

300349812

 

6-Jan-05

 

6-Jan-05

 

300349812

 

Hexcel Corporation (DEL)

 

1, 24

HEXCEL AND DESIGN

 

Registered

 

Hong Kong

 

300410660

 

27-Apr-05

 

27-Apr-05

 

300410660

 

Hexcel Corporation (DEL)

 

24, 17

HEXPLY

 

Registered

 

Hong Kong

 

300710009

 

28-Aug-06

 

28-Aug-06

 

300710009

 

Hexcel Corporation (DEL)

 

17

CR-PAA

 

Pending

 

India

 

1627961

 

5-Dec-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

FLEX-CORE

 

Pending

 

India

 

1627958

 

5-Dec-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

17, 6

HEXCEL AND DESIGN

 

Pending

 

India

 

792981

 

26-Feb-98

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXPLY

 

Pending

 

India

 

1483707

 

1-Sep-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXWEB

 

Pending

 

India

 

1458709

 

29-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17, 6

HRH

 

Pending

 

India

 

1458708

 

29-May-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

Ireland

 

 

 

8-Nov-79

 

8-Nov-86

 

69299

 

Hexcel Corporation (DEL)

 

1

FIBRELAM

 

Registered

 

Israel

 

39808

 

3-Oct-74

 

30-Jan-76

 

39808

 

Hexcel Corporation (DEL)

 

12

HEXCEL

 

Registered

 

Israel

 

40750

 

20-May-75

 

24-Nov-77

 

40750

 

Hexcel Corporation (DEL)

 

19

HEXCEL AND DESIGN

 

Registered

 

Israel

 

165248

 

22-Jun-03

 

22-Jun-03

 

165248

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

Israel

 

165249

 

22-Jun-03

 

22-Jun-03

 

165249

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Israel

 

191020

 

18-Jun-06

 

18-Jun-06

 

191020

 

Hexcel Corporation (DEL)

 

24

 

13



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

HEXPLY

 

Registered

 

Israel

 

165247

 

22-Jun-03

 

22-Jun-03

 

165247

 

Hexcel Corporation (DEL)

 

17

HEXWEB

 

Registered

 

Israel

 

174889

 

22-Sep-04

 

9-Oct-05

 

174889

 

Hexcel Corporation (DEL)

 

6

HEXWEB

 

Registered

 

Israel

 

174890

 

22-Sep-04

 

6-Mar-06

 

174890

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

Italy

 

33677C82

 

26-Apr-82

 

26-Apr-82

 

413700

 

Hexcel Corporation (DEL)

 

22

CR III

 

Pending

 

Japan

 

2007042281

 

26-Apr-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

Japan

 

 

 

 

 

3-Oct-97

 

4062977

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

Japan

 

 

 

 

 

12-Dec-97

 

4090952

 

Hexcel Corporation (DEL)

 

12

FIBRELAM

 

Registered

 

Japan

 

13775174

 

14-Oct-74

 

31-May-89

 

1380020

 

Hexcel Corporation (DEL)

 

34

FLEX-CORE

 

Registered

 

Japan

 

 

 

 

 

26-Sep-94

 

1712001

 

Hexcel Corporation (DEL)

 

34

HEXCEL

 

Registered

 

Japan

 

 

 

 

 

28-Sep-90

 

556631

 

Hexcel Corporation (DEL)

 

70

HEXCEL AND DESIGN

 

Pending

 

Japan

 

2001096309

 

24-Oct-01

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

HEXCEL AND DESIGN

 

Registered

 

Japan

 

2001096308

 

24-Oct-01

 

22-Aug-03

 

4703166

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

Japan

 

2001096310

 

24-Oct-01

 

7-Feb-03

 

4643320

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

Japan

 

2001096311

 

24-Oct-01

 

18-Apr-03

 

4663934

 

Hexcel Corporation (DEL)

 

17

HEXWEB

 

Registered

 

Japan

 

2006049025

 

29-May-06

 

9-Mar-07

 

5032208

 

Hexcel Corporation (DEL)

 

17, 6

HRH

 

Registered

 

Japan

 

 

 

 

 

25-Jul-84

 

1701137

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

Japan

 

 

 

 

 

27-Oct-92

 

1545220

 

Hexcel Corporation (DEL)

 

22

REDUX

 

Registered

 

Japan

 

2002051120

 

19-Jun-02

 

10-Jun-05

 

4870674

 

Hexcel Corporation (DEL)

 

1

XL2

 

Registered

 

Japan

 

2000112614

 

17-Oct-00

 

31-Aug-01

 

4502164

 

Hexcel Corporation (DEL)

 

20, 24

CR III

 

Pending

 

Malaysia

 

200709619

 

24-May-07

 

 

 

 

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

Malaysia

 

230796

 

7-Mar-96

 

7-Mar-03

 

96002307

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

Malaysia

 

231596

 

1-Mar-96

 

7-Mar-03

 

96002315

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

Malaysia

 

200312787

 

23-Sep-03

 

23-Sep-03

 

3012787

 

Hexcel Corporation (DEL)

 

1

HEXCEL AND DESIGN

 

Registered

 

Malaysia

 

200312788

 

23-Sep-03

 

23-Sep-03

 

3012788

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Malaysia

 

200312789

 

23-Sep-03

 

23-Sep-03

 

3012789

 

Hexcel Corporation (DEL)

 

12

HEXWEB

 

Pending

 

Malaysia

 

6009789

 

7-Jun-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXWEB

 

Registered

 

Malaysia

 

6009788

 

7-Jun-06

 

7-Jun-06

 

6009788

 

Hexcel Corporation (DEL)

 

6

HRH

 

Pending

 

Malaysia

 

6009787

 

7-Jun-06

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

Malaysia

 

200620391

 

8-Nov-06

 

8-Nov-06

 

6020391

 

Hexcel Corporation (DEL)

 

1

HEXCEL & LOGO

 

Registered

 

Mexico

 

178395

 

21-Sep-93

 

21-Sep-93

 

481208

 

Hexcel Corporation (DEL)

 

1

HEXCEL & LOGO

 

Registered

 

Mexico

 

178396

 

21-Sep-93

 

27-Oct-00

 

610606

 

Hexcel Corporation (DEL)

 

12

 

14



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

CR-PAA

 

Registered

 

New Zealand

 

258877

 

16-Feb-96

 

5-Feb-98

 

258877

 

Hexcel Corporation (DEL)

 

6

FIBRELAM

 

Registered

 

New Zealand

 

109892

 

1-Oct-74

 

1-Oct-74

 

109892

 

Hexcel Corporation (DEL)

 

12

FIBRELAM

 

Registered

 

New Zealand

 

109893

 

1-Oct-74

 

1-Oct-74

 

109893

 

Hexcel Corporation (DEL)

 

17

HEXCEL & LOGO

 

Registered

 

New Zealand

 

227626

 

10-Jun-93

 

7-Apr-97

 

227626

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

New Zealand

 

749630

 

15-Jun-06

 

15-Jun-06

 

749630

 

Hexcel Corporation (DEL)

 

24

HEXFORCE

 

Registered

 

New Zealand

 

730181

 

25-May-05

 

25-May-05

 

730181

 

Hexcel Corporation (DEL)

 

24

REDUX

 

Registered

 

New Zealand

 

45932

 

9-Jan-97

 

9-Jan-97

 

45932

 

Hexcel Corporation (DEL)

 

1

FIBRELAM

 

Registered

 

Norway

 

120073

 

27-Sep-74

 

2-Sep-76

 

97126

 

Hexcel Corporation (DEL)

 

17, 12, 19

MODIPUR

 

Registered

 

Norway

 

 

 

 

 

19-Jan-94

 

115391

 

Hexcel Corporation (DEL)

 

1

REDUX

 

Registered

 

Norway

 

979744

 

20-Nov-97

 

19-Aug-99

 

198835

 

Hexcel Corporation (DEL)

 

1

FIBRELAM

 

Registered

 

Philippines

 

127001

 

3-Dec-97

 

5-Dec-04

 

41977127001

 

Hexcel Corporation (DEL)

 

17

CR III

 

Registered

 

Republic of Korea

 

40200722824

 

27-Apr-07

 

7-Apr-08

 

400742938

 

Hexcel Corporation (DEL)

 

6

FLEX-CORE

 

Registered

 

Republic of Korea

 

4020070028366

 

28-May-07

 

5-Jun-08

 

400749113

 

Hexcel Corporation (DEL)

 

17, 6

HEXCEL

 

Registered

 

Republic of Korea

 

987450

 

19-Mar-98

 

25-Nov-99

 

459426

 

Hexcel Corporation (DEL)

 

6, 1, 12, 24, 17

HEXWEB

 

Registered

 

Republic of Korea

 

40200627303

 

23-May-06

 

8-Jun-07

 

400712711

 

Hexcel Corporation (DEL)

 

6, 17

HRH

 

Registered

 

Republic of Korea

 

40200627304

 

23-May-06

 

8-Jun-07

 

400712712

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

Republic of Korea

 

81791984

 

31-May-84

 

9-Jul-95

 

114274

 

Hexcel Corporation

 

22, 17

REDUX

 

Registered

 

Republic of Korea

 

 

 

 

 

25-Nov-98

 

430770

 

Hexcel Corporation (DEL)

 

10

CR-PAA

 

Registered

 

Singapore

 

173696

 

17-Feb-96

 

17-Feb-96

 

T9601736B

 

Hexcel Corporation (DEL)

 

6

FIBRELAM

 

Registered

 

South Africa

 

745188

 

1-Oct-74

 

1-Oct-74

 

745188

 

Hexcel Corporation (DEL)

 

12

FIBRELAM

 

Registered

 

South Africa

 

745189

 

1-Oct-74

 

1-Oct-74

 

745189

 

Hexcel Corporation (DEL)

 

17

FIBRELAM

 

Registered

 

South Africa

 

745190

 

1-Oct-74

 

1-Oct-74

 

745190

 

Hexcel Corporation (DEL)

 

19

HEXCEL AND DESIGN

 

Registered

 

South Africa

 

937523

 

30-Aug-93

 

31-Jul-98

 

937523

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

South Africa

 

9806877

 

24-Apr-98

 

17-Oct-01

 

9806877

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

South Africa

 

 

 

 

 

23-Jun-95

 

175047

 

Hexcel Corporation (DEL)

 

1

MAGNAMITE

 

Registered

 

Spain

 

2343443

 

12-Sep-00

 

5-Oct-01

 

2343443

 

Hexcel Corporation (DEL)

 

22

MAGNAMITE

 

Registered

 

Spain

 

2421563

 

17-Aug-01

 

5-Mar-02

 

2421563

 

Hexcel Corporation (DEL)

 

17

TWELVTEX

 

Registered

 

Spain

 

2325064

 

15-Jun-00

 

15-Dec-00

 

2325064

 

Hexcel Corporation (DEL)

 

24

FIBRELAM

 

Registered

 

Sweden

 

44641974

 

27-Sep-74

 

16-May-75

 

151457

 

Hexcel Corporation (DEL)

 

12

FLEX-CORE

 

Registered

 

Sweden

 

 

 

 

 

13-Feb-90

 

130086

 

Hexcel Corporation (DEL)

 

17, 6

 

15



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

HEXCEL

 

Registered

 

Sweden

 

 

 

 

 

9-Jan-90

 

129599

 

Hexcel Corporation (DEL)

 

16, 6, 17

FIBREDUX

 

Registered

 

Switzerland

 

390838

 

3-Jun-91

 

3-Jun-91

 

390838

 

Hexcel Corporation (DEL)

 

17, 1

FIBRELAM

 

Registered

 

Switzerland

 

273374

 

24-Sep-74

 

18-Oct-74

 

273374

 

Hexcel Corporation (DEL)

 

17, 12

FLEX-CORE

 

Registered

 

Switzerland

 

370890

 

26-Aug-88

 

26-Aug-88

 

370890

 

Hexcel Corporation (CA)

 

6, 17

HEXCEL

 

Registered

 

Switzerland

 

370889

 

26-Aug-88

 

26-Aug-88

 

370889

 

Hexcel Corporation (CA)

 

24, 12, 19, 17, 6

REDUX

 

Registered

 

Switzerland

 

344426

 

23-Jan-86

 

23-Jan-86

 

344426

 

Hexcel Corporation (DEL)

 

2, 1, 16

CR III

 

Registered

 

Taiwan R.O.C.

 

96019422

 

27-Apr-07

 

16-Oct-08

 

1332563

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

Taiwan R.O.C.

 

 

 

 

 

1-Aug-97

 

769759

 

Hexcel Corporation (DEL)

 

6

HEXCEL AND DESIGN

 

Registered

 

Taiwan R.O.C.

 

824639

 

9-Feb-93

 

16-Oct-94

 

658045

 

Hexcel Corporation (CA)

 

1

HEXCEL AND DESIGN

 

Registered

 

Taiwan R.O.C.

 

8721114

 

6-May-98

 

16-Jul-99

 

859548

 

Hexcel Corporation (DEL)

 

12

HEXCEL AND DESIGN

 

Registered

 

Taiwan R.O.C.

 

90042453

 

16-Oct-01

 

16-Nov-02

 

1022342

 

Hexcel Corporation (DEL)

 

6

HEXCEL AND DESIGN

 

Registered

 

Taiwan R.O.C.

 

90042454

 

16-Oct-01

 

16-Oct-03

 

1061524

 

Hexcel Corporation (DEL)

 

17

HEXCEL AND DESIGN

 

Registered

 

Taiwan R.O.C.

 

95032557

 

23-Jun-06

 

16-May-07

 

1262969

 

Hexcel Corporation (DEL)

 

24

REDUX

 

Registered

 

Taiwan R.O.C.

 

 

 

 

 

16-Apr-99

 

846333

 

Hexcel Corporation (DEL)

 

1

FIBRELAM

 

Registered

 

Thailand

 

8603154073

 

11-Oct-74

 

11-Oct-74

 

273635KOR20017

 

Hexcel Corporation (DEL)

 

12

FIBRELAM

 

Registered

 

Thailand

 

8603154073

 

11-Oct-74

 

11-Oct-74

 

273637KOR20019

 

Hexcel Corporation (DEL)

 

19

HEXCEL AND DESIGN

 

Registered

 

Turkey

 

2003032086

 

24-Nov-03

 

24-Nov-03

 

2003032086

 

Hexcel Corporation (DEL)

 

17, 12

HEXPLY

 

Registered

 

Turkey

 

2003032087

 

24-Nov-03

 

24-Nov-03

 

2003032087

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

Turkey

 

96400

 

27-Jan-97

 

27-Jan-97

 

96400

 

Hexcel Corporation

 

1

FIBRELAM

 

Registered

 

United Kingdom

 

1356542

 

1-Sep-88

 

1-Sep-88

 

1356542

 

Hexcel Corporation (DEL)

 

12

FLEX-CORE

 

Registered

 

United Kingdom

 

941947

 

30-Apr-90

 

30-Apr-90

 

941947

 

Hexcel Corporation (DEL)

 

6

FLEX-CORE

 

Registered

 

United Kingdom

 

941948

 

30-Apr-90

 

30-Apr-90

 

941948

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

United Kingdom

 

1173271

 

14-Apr-82

 

14-Apr-82

 

1173271

 

Hexcel Corporation (DEL)

 

22

REDUX

 

Registered

 

United Kingdom

 

617257

 

5-Dec-90

 

5-Dec-90

 

617257

 

Hexcel Corporation (DEL)

 

1

TWELVTEX

 

Registered

 

United Kingdom

 

2235506

 

9-Jun-00

 

24-Nov-00

 

2235506

 

Hexcel Corporation (DEL)

 

24

ACOUSTI-CAP

 

Pending

 

United States of America

 

77636366

 

18-Dec-08

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

ACOUSTI-CAP

 

Registered

 

United States of America

 

77362875

 

2-Jan-08

 

11-Nov-08

 

3530212

 

Hexcel Corporation (DEL)

 

17

CR III

 

Registered

 

United States of America

 

78177499

 

23-Oct-02

 

30-Mar-04

 

2827821

 

Hexcel Corporation (DEL)

 

6

CR-PAA

 

Registered

 

United States of America

 

75057745

 

14-Feb-96

 

16-Mar-99

 

2232548

 

Hexcel Corporation (DEL)

 

6

FIBRELAM

 

Registered

 

United States of America

 

73028130

 

29-Jul-74

 

8-Jul-75

 

1015248

 

Hexcel Corporation (DEL)

 

12

 

16



 

MARK / TITLE

 

STATUS

 

COUNTRY NAME

 

APPLICATION NUMBER

 

DATE
FILED

 

REG DATE

 

REGISTRATION
NUMBER

 

OWNER

 

TM CLASS

FLEX-CORE

 

Registered

 

United States of America

 

76558774

 

7-Nov-03

 

6-Sep-05

 

2991103

 

Hexcel Corporation (DEL)

 

6, 17

HEX-3R

 

Registered

 

United States of America

 

76117925

 

28-Aug-00

 

30-Dec-03

 

2799607

 

Hexcel Corporation (DEL)

 

24, 1

HEXCEL

 

Registered

 

United States of America

 

73527619

 

18-Mar-85

 

3-Dec-85

 

1373213

 

Hexcel Corporation (DEL)

 

17, 1

HEXCEL AND DESIGN

 

Registered

 

United States of America

 

76321379

 

4-Oct-01

 

7-Jan-03

 

2671601

 

Hexcel Corporation (DEL)

 

24, 22

HEXCEL AND DESIGN

 

Registered

 

United States of America

 

76349442

 

14-Dec-01

 

8-Jul-03

 

2734006

 

Hexcel Corporation (DEL)

 

12, 17, 6

HEXCEL AND DESIGN

 

Registered

 

United States of America

 

78729937

 

10-Oct-05

 

17-Oct-06

 

3157655

 

Hexcel Corporation (DEL)

 

1

HEXCOAT

 

Registered

 

United States of America

 

76351660

 

21-Dec-01

 

29-Jul-03

 

2744298

 

Hexcel Corporation (DEL)

 

1

HEXFIT

 

Registered

 

United States of America

 

76179493

 

11-Dec-00

 

6-Apr-04

 

2830362

 

Hexcel Corporation (DEL)

 

17

HEXFLOW

 

Registered

 

United States of America

 

75883901

 

30-Dec-99

 

10-Dec-02

 

2660046

 

Hexcel Corporation (DEL)

 

1

HEXFORCE

 

Pending

 

United States of America

 

77691991

 

16-Mar-09

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXFORM

 

Registered

 

United States of America

 

75574710

 

22-Oct-98

 

5-Mar-02

 

2545169

 

Hexcel Corporation (DEL)

 

17, 24

HEXMC

 

Registered

 

United States of America

 

75769425

 

6-Aug-99

 

9-Apr-02

 

2559526

 

Hexcel Corporation (DEL)

 

17

HEXPLY

 

Registered

 

United States of America

 

76161322

 

6-Nov-00

 

25-Nov-03

 

2786920

 

Hexcel Corporation (DEL)

 

17

HEXTOOL

 

Pending

 

United States of America

 

77725555

 

29-Apr-09

 

 

 

 

 

Hexcel Corporation (DEL)

 

17

HEXTOW

 

Registered

 

United States of America

 

77126738

 

9-Mar-07

 

1-Jul-08

 

3458979

 

Hexcel Corporation

 

17, 22

HEXWEB

 

Registered

 

United States of America

 

75769248

 

6-Aug-99

 

21-May-02

 

2571894

 

Hexcel Corporation (DEL)

 

6, 17

HRH

 

Registered

 

United States of America

 

76469695

 

15-Nov-02

 

2-Sep-03

 

2758742

 

Hexcel Corporation (DEL)

 

17

MAGNAMITE

 

Registered

 

United States of America

 

72433173

 

18-Aug-72

 

11-Sep-73

 

967912

 

Hexcel Corporation (DEL)

 

22

POLYSPEED

 

Registered

 

United States of America

 

77306249

 

17-Oct-07

 

19-Aug-08

 

3487662

 

Hexcel Corporation (DEL)

 

17

REDUX

 

Registered

 

United States of America

 

75399926

 

4-Dec-97

 

20-Apr-99

 

2240474

 

Hexcel Corporation (DEL)

 

1

TUBE-CORE

 

Registered

 

United States of America

 

72196157

 

22-Jun-64

 

12-Jan-65

 

783342

 

Hexcel Corporation (DEL)

 

6

 

17



 

SCHEDULE 9
TO
SECURITY AGREEMENT

 

HEXCEL INTELLECTUAL PROPERTY — PATENT PORTFOLIO

 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A08-13

 

Prepreg with integrated multi-dimensional gas venting network

 

Pending

 

Hexcel Corporation

 

Custer

 

United States of America

 

12358302

 

23-Jan-09

 

 

 

 

A07-11

 

Reusable breakdown helicopter blade spar lay-up mandrel

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

United States of America

 

12011344

 

25-Jan-08

 

 

 

 

A07-11

 

Helicopter blade mandrel with roller assembly

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

PCT

 

PCTUS2009000254

 

15-Jan-09

 

 

 

 

A07-06

 

Epoxy resins with improved burn properties

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

12287202

 

7-Oct-08

 

 

 

 

A07-01

 

Composite material with blend of thermoplastic particles

 

Pending

 

Hexcel Corporation (DEL)

 

Tilbrook

 

United States of America

 

11787701

 

17-Apr-07

 

 

 

 

A07-01

 

Composite material with blend of thermoplastic particles

 

Pending

 

Hexcel Corporation (DEL)

 

Tilbrook

 

PCT

 

PCTUS2008004281

 

2-Apr-08

 

 

 

 

A06-11

 

Helicopter blade mandrel

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

United States of America

 

11645884

 

27-Dec-06

 

 

 

 

A06-11

 

Helicopter blade mandrel

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

PCT

 

PCTUS2007025371

 

12-Dec-07

 

 

 

 

A06-05

 

Prepreg with improved tensile and compressive properties (M21E)

 

Pending

 

Hexcel Corporation (DEL)

 

Tilbrook

 

United States of America

 

11787700

 

17-Apr-07

 

 

 

 

A06-05

 

Pre-impregnated composite materials with improved performance

 

Pending

 

Hexcel Corporation

 

Tilbrook

 

PCT

 

PCTUS2008004284

 

2-Apr-08

 

 

 

 

A05-14

 

Carbon fibers having improved strength and modulus and an associated method and apparatus for preparing same

 

Pending

 

Hexcel Corporation (DEL)

 

Leon y Leon

 

United States of America

 

11562867

 

22-Nov-06

 

 

 

 

A05-14

 

Carbon fibers having improved strength and modulus and an associated method and apparatus for preparing same

 

Pending

 

Hexcel Corporation (DEL)

 

Leon y Leon

 

PCT

 

PCTUS2007083886

 

7-Nov-07

 

 

 

 

A05-14

 

Carbon fibers having improved strength and modulus and an associated method and apparatus for preparing same

 

Pending

 

Hexcel Corporation (DEL)

 

Leon y Leon

 

China

 

 

 

7-Nov-07

 

 

 

 

 

18



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A05-14

 

Carbon fibers having improved strength and modulus and an associated method and apparatus for preparing same

 

Pending

 

Hexcel Corporation (DEL)

 

Leon y Leon

 

European Patent Office

 

 

 

7-Nov-07

 

 

 

 

A05-14

 

Carbon fibers having improved strength and modulus and an associated method and apparatus for preparing same

 

Pending

 

Hexcel Corporation (DEL)

 

Leon y Leon

 

Japan

 

 

 

7-Nov-07

 

 

 

 

A05-12

 

Corrosion resistant honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

11476964

 

27-Jun-06

 

 

 

 

A05-12

 

Corrosion resistant honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

China

 

2007800227441

 

14-Jun-07

 

 

 

 

A05-12

 

Corrosion resistant honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

European Patent Office

 

77962082

 

14-Jun-07

 

 

 

 

A05-12

 

Corrosion resistant honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Japan

 

 

 

14-Jun-07

 

 

 

 

A05-12

 

Corrosion resistant honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Malaysia

 

PI20085238

 

14-Jun-07

 

 

 

 

A05-10

 

Pressure bag tool for a one-sided mold

 

Pending

 

Hexcel Corporation (DEL)

 

Lopez

 

United States of America

 

11331511

 

13-Jan-06

 

 

 

 

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

European Patent Office

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Austria

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Denmark

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

France

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Germany

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Italy

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Netherlands

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

Spain

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-10

 

Pressurized molding of composite parts

 

Issued

 

Hexcel Corporation (DEL)

 

Lopez

 

United Kingdom

 

71003164

 

10-Jan-07

 

1808282

 

1-Apr-09

A05-08

 

BMI system with improved tack and flow control

 

Pending

 

Hexcel Corporation (DEL)

 

Buyny

 

United States of America

 

11300135

 

14-Dec-05

 

 

 

 

A05-06-1

 

HexMC Molding

 

Pending

 

Hexcel Corporation (DEL)

 

Boursier

 

United States of America

 

11476965

 

27-Jun-06

 

 

 

 

 

19



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A05-01-1

 

Aircraft floor panels using edge-coated honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

11471078

 

20-Jun-06

 

 

 

 

A05-01

 

Aircraft floor panels using edge-coated honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

11228601

 

16-Sep-05

 

 

 

 

A05-01

 

Aircraft floor panels using edge-coated honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

European Patent Office

 

68518653

 

24-Aug-06

 

 

 

 

A05-04

 

Composite assembly and methods of making and using the same

 

Pending

 

Hexcel Corporation

 

Follo

 

United States of America

 

11/452877

 

14-Jun-06

 

 

 

 

A04-15-1

 

Method for Molding Composite Structures

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

United States of America

 

12400017

 

9-Mar-09

 

 

 

 

A04-15

 

Machinable Composite Mold

 

Issued

 

Hexcel Corporation (DEL)

 

Callis

 

United States of America

 

11180831

 

13-Jul-05

 

7510390

 

31-Mar-09

A04-15

 

Machinable composite mold

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

European Patent Office

 

67869776

 

11-Jul-06

 

 

 

 

A04-15

 

Machinable composite mold

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

China

 

2006800255184

 

11-Jul-06

 

 

 

 

A04-15

 

Machinable composite mold

 

Pending

 

Hexcel Corporation (DEL)

 

Callis

 

India

 

166CHENP2008

 

11-Jul-06

 

 

 

 

A04-10

 

Anodized aluminum foil sheets and expanded aluminum foil (EAF) sheets and methods of making and using the same

 

Pending

 

Hexcel Corporation

 

Rouille

 

United States of America

 

11/311966

 

19-Dec-05

 

 

 

 

A04-10

 

Expanded Aluminum Foil (EAF) Sheets and Methods of Making and Using the Same

 

Pending

 

Hexcel Corporation (DEL)

 

Rouille

 

China

 

2005800424756

 

19-Dec-05

 

 

 

 

A04-06-2

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

11432780

 

11-May-06

 

 

 

 

A04-06-2

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

China

 

2006800518762

 

13-Nov-06

 

 

 

 

A04-06-2

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

European Patent Office

 

68373992

 

13-Nov-06

 

 

 

 

A04-06-2

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Japan

 

2008544347

 

13-Nov-06

 

 

 

 

A04-06-2

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Malaysia

 

PI20081931

 

13-Nov-06

 

 

 

 

A04-06-1

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

11295829

 

7-Dec-05

 

 

 

 

A04-06

 

Edge coating for honeycomb used in panels with composite face sheets

 

Issued

 

Hexcel Corporation (DEL)

 

Wang

 

United States of America

 

10932510

 

1-Sep-04

 

7507461

 

24-Mar-09

A04-06

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

European Patent Office

 

57889198

 

17-Aug-05

 

 

 

 

 

20



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A04-06

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

China

 

2005800289453

 

17-Aug-05

 

 

 

 

A04-06

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Japan

 

2007529968

 

17-Aug-05

 

 

 

 

A04-06

 

Edge coating honeycomb to improve core-skin bondability

 

Pending

 

Hexcel Corporation (DEL)

 

Wang

 

Malaysia

 

PI20070259

 

21-Feb-07

 

 

 

 

A04-05

 

Resin compositions with high thermoplatic loading

 

Pending

 

Hexcel Corporation (DEL)

 

Martin

 

United States of America

 

11168971

 

28-Jun-05

 

 

 

 

A04-05

 

Surfacing film for lightning strike applications

 

Pending

 

Hexcel Corporation (DEL)

 

Martin

 

European Patent Office

 

67712356

 

23-May-06

 

 

 

 

A03-21-2

 

Acoustic septum cap honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Ayle

 

United States of America

 

12151886

 

9-May-08

 

 

 

 

A03-21-1

 

Acoustic septum cap honeycomb

 

Issued

 

Hexcel Corporation (DEL)

 

Ayle

 

United States of America

 

11726451

 

22-Mar-07

 

7510052

 

31-Mar-09

A03-21-1

 

Acoustic septum cap honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Ayle

 

PCT

 

PCTUS2008002070

 

15-Feb-08

 

 

 

 

A03-21

 

Acoustic septum cap honeycomb

 

Issued

 

Hexcel Corporation (DEL)

 

Ayle

 

United States of America

 

11099337

 

4-Apr-05

 

7434659

 

14-Oct-08

A03-21

 

Acoustic septum cap

 

Pending

 

Hexcel Corporation (DEL)

 

Ayle

 

China

 

2006800107322

 

14-Mar-06

 

 

 

 

A03-21

 

Acoustic septum cap honeycomb

 

Pending

 

Hexcel Corporation (DEL)

 

Ayle

 

European Patent Office

 

67382226

 

14-Mar-06

 

 

 

 

A03-21

 

Acoustic septum cap

 

Pending

 

Hexcel Corporation (DEL)

 

Ayle

 

Japan

 

2008504091

 

14-Mar-06

 

 

 

 

A03-15

 

Interlocking Double Weave Fabric for Lightning Strike

 

Pending

 

Hexcel Corporation (DEL)

 

Taylor

 

United States of America

 

10979574

 

2-Nov-04

 

 

 

 

A03-15

 

Interlocking Double Weave Fabric for Lightning Strike

 

Pending

 

Hexcel Corporation (DEL)

 

Taylor

 

European Patent Office

 

48005862

 

2-Nov-04

 

 

 

 

A03-15

 

Interlocking Double Weave Fabric for Lightning Strike

 

Pending

 

Hexcel Corporation (DEL)

 

Taylor

 

Australia

 

2004288913

 

2-Nov-04

 

 

 

 

A03-15

 

Interlocking Double Weave Fabric for Lightning Strike

 

Pending

 

Hexcel Corporation (DEL)

 

Taylor

 

Japan

 

2006538436

 

2-Nov-04

 

 

 

 

A03-01

 

Method for making amine-terminated polyarylene polyethers

 

Issued

 

Hexcel Corporation (DEL)

 

Hedges

 

United States of America

 

10740095

 

17-Dec-03

 

6992165

 

31-Jan-06

A03-01

 

Method for making amine-terminated polyarylene polyethers

 

Issued

 

Hexcel Corporation (DEL)

 

Hedges

 

Germany

 

42577510

 

14-Dec-04

 

602004006363

 

9-May-07

A03-01

 

Method for making amine-terminated polyarylene polyethers

 

Issued

 

Hexcel Corporation (DEL)

 

Hedges

 

France

 

42577510

 

14-Dec-04

 

1544231

 

9-May-07

A03-01

 

Method for making amine-terminated polyarylene polyethers

 

Issued

 

Hexcel Corporation (DEL)

 

Hedges

 

United Kingdom

 

42577510

 

14-Dec-04

 

1544231

 

9-May-07

 

21



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A02-16

 

Heat-settable Resin Composition

 

Issued

 

Hexcel Corporation (DEL)

 

Martin

 

United States of America

 

10672006

 

26-Sep-03

 

7041740

 

9-May-06

A02-16

 

Heat-settable Resins

 

Pending

 

Hexcel Corporation (DEL)

 

Martin

 

European Patent Office

 

42556209

 

16-Sep-04

 

 

 

 

A02-16

 

Heat-settable Resin Composition

 

Pending

 

Hexcel Corporation (DEL)

 

Martin

 

Japan

 

2004276651

 

24-Sep-04

 

 

 

 

A02-02

 

Tubular honeycomb articles for use in energy absorption

 

Issued

 

Hexcel Corporation

 

Banyas

 

United States of America

 

10154664

 

22-May-02

 

6877774

 

12-Apr-05

A02-01

 

Energy absorbing composite tube

 

Issued

 

Hexcel Corporation

 

Thayer

 

United States of America

 

10159653

 

31-May-02

 

6601886

 

5-Aug-03

A01-13

 

Chromate free coating for aluminum honeycomb

 

Issued

 

Hexcel Corporation

 

Wang

 

United States of America

 

10062827

 

31-Jan-02

 

6686057

 

3-Feb-04

A01-11

 

Stretch breaking of fibers

 

Issued

 

Hexcel Corporation

 

Hansen

 

United States of America

 

10022129

 

12-Dec-01

 

6477740

 

12-Nov-02

A01-11

 

Process for stretch breaking carbon fiber in an aqueous medium

 

Issued

 

Hexcel Corporation

 

Hansen

 

Spain

 

22579866

 

20-Nov-02

 

1319740

 

11-Jan-06

A01-11

 

Process for stretch breaking carbon fiber in an aqueous medium

 

Issued

 

Hexcel Corporation

 

Hansen

 

France

 

22579866

 

20-Nov-02

 

1319740

 

11-Jan-06

A01-11

 

Process for stretch breaking carbon fiber in an aqueous medium

 

Issued

 

Hexcel Corporation

 

Hansen

 

United Kingdom

 

22579866

 

20-Nov-02

 

1319740

 

11-Jan-06

A01-11

 

Process for stretch breaking carbon fiber in an aqueous medium

 

Issued

 

Hexcel Corporation

 

Hansen

 

Germany

 

22579866

 

20-Nov-02

 

60208643.4

 

11-Jan-06

A01-11

 

Process for stretch breaking carbon fiber in an aqueous medium

 

Issued

 

Hexcel Corporation

 

Hansen

 

Italy

 

22579866

 

20-Nov-02

 

1319740

 

11-Jan-06

A00-19-1

 

Room temperature stable epoxy prepreg

 

Issued

 

Hexcel Corporation

 

Cawse

 

United States of America

 

10243077

 

12-Sep-02

 

6787237

 

7-Sep-04

A00-18

 

Friction lining for clutches

 

Pending

 

Hexcel Corporation & Miba

 

Spaun

 

European Patent Office

 

9846056

 

13-Dec-00

 

 

 

 

A00-18

 

Friction lining for clutches

 

Pending

 

Hexcel Corporation & Miba

 

Spaun

 

Austria

 

A209099

 

13-Dec-99

 

 

 

 

A00-18

 

Friction lining for wet running

 

Issued

 

Hexcel Corporation & Miba

 

Spaun

 

United States of America

 

10149638

 

13-Dec-00

 

6811820

 

2-Nov-04

A00-08

 

Forming process for cellulose paper honeycomb (HRH 86)

 

Pending

 

Hexcel Corporation

 

Hookham

 

European Patent Office

 

13084595

 

3-Oct-01

 

 

 

 

 

22



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

A00-08

 

Forming process for cellulose paper honeycomb products (HRH 86)

 

Issued

 

Hexcel Corporation (DEL)

 

Hookham

 

United States of America

 

9970740

 

3-Oct-01

 

6596124

 

22-Jul-03

99-23

 

Solventless node adhesive for honeycomb

 

Issued

 

Hexcel Corporation

 

Caldwell

 

United States of America

 

9549506

 

14-Apr-00

 

6451406

 

17-Sep-02

99-22

 

Carbon fiber sheet materials and methods of making and using the same

 

Issued

 

Hexcel Corporation (DEL)

 

Brown

 

United States of America

 

9730283

 

5-Dec-00

 

6503856

 

7-Jan-03

99-13-2-1

 

Adhesive Prepreg Face Sheets for Sandwich Panels

 

Pending

 

Hexcel Corporation

 

Zhou

 

Japan

 

2006153127

 

1-Jun-06

 

 

 

 

99-13-2

 

Adhesive Prepreg Face Sheets for Sandwich Panels

 

Issued

 

Hexcel Corporation

 

Zhou

 

Japan

 

2002568654

 

14-Nov-01

 

4175894

 

29-Aug-08

99-13-2

 

Adhesive Prepreg Face Sheets for Sandwich Panels

 

Issued

 

Hexcel Corporation

 

Zhou

 

Australia

 

2002228697

 

14-Nov-01

 

2002228697

 

15-Jun-06

99-13-2

 

Adhesive Prepreg Face Sheets for Sandwich Panels

 

Pending

 

Hexcel Corporation

 

Zhou

 

Canada

 

2439361

 

14-Nov-01

 

 

 

 

99-13-1

 

Self-Adhesive Prepreg Face Sheet for Sandwich Panels

 

Issued

 

Hexcel Corporation

 

Zhou

 

United States of America

 

9795177

 

27-Feb-01

 

6508910

 

21-Jan-03

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

Austria

 

19354117

 

11-May-01

 

1303570

 

21-Mar-07

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

Germany

 

19354117

 

11-May-01

 

60127411.3

 

21-Mar-07

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

Spain

 

19354117

 

11-May-01

 

1303570

 

21-Mar-07

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

France

 

19354117

 

11-May-01

 

1303570

 

21-Mar-07

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

United Kingdom

 

19354117

 

11-May-01

 

1303570

 

21-Mar-07

99-13-1

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

Italy

 

19354117

 

11-May-01

 

1303570

 

21-Mar-07

99-13

 

Self-Adhesive Prepreg and Articles made Therefrom

 

Issued

 

Hexcel Corporation

 

Zhou

 

United States of America

 

9573760

 

18-May-00

 

6440257

 

27-Aug-02

99-11

 

Low-smoke producing resin for use in honeycomb sandwich panels

 

Issued

 

Hexcel Corporation

 

Wang

 

United States of America

 

9930071

 

14-Aug-01

 

6605685

 

12-Aug-03

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

Austria

 

993059997

 

28-Jul-99

 

1072634

 

16-Mar-05

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

Germany

 

993059997

 

28-Jul-99

 

69924244.4

 

16-Mar-05

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

Spain

 

993059997

 

28-Jul-99

 

2237042

 

16-Mar-05

 

23



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

France

 

993059997

 

28-Jul-99

 

1072634

 

16-Mar-05

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

United Kingdom

 

993059997

 

28-Jul-99

 

1072634

 

16-Mar-05

99-08

 

Reactive resin sheet materials

 

Issued

 

Hexcel Corporation (DEL)

 

Steele

 

Italy

 

993059997

 

28-Jul-99

 

1072634

 

16-Mar-05

99-04

 

Honeycomb core with controlled crush properties

 

Issued

 

Hexcel Corporation

 

Bitzer

 

Germany

 

3041746

 

17-May-00

 

60015428.9

 

3-Nov-04

99-04

 

Honeycomb core with controlled crush properties

 

Issued

 

Hexcel Corporation

 

Bitzer

 

United Kingdom

 

3041746

 

17-May-00

 

1054183

 

3-Nov-04

99-04

 

Honeycomb core with controlled crush properties

 

Issued

 

Hexcel Corporation

 

Bitzer

 

Luxembourg

 

3041746

 

17-May-00

 

1054183

 

3-Nov-04

99-04

 

Honeycomb core with controlled crush properties

 

Issued

 

Hexcel Corporation

 

Bitzer

 

United States of America

 

9314600

 

19-May-99

 

6245408

 

12-Jun-01

98-30-3

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Germany

 

11305638

 

20-Mar-00

 

60024099.1

 

16-Nov-05

98-30-3

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Spain

 

11305638

 

20-Mar-00

 

1205507

 

16-Nov-05

98-30-3

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

France

 

11305638

 

20-Mar-00

 

1205507

 

16-Nov-05

98-30-3

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

United Kingdom

 

11305638

 

20-Mar-00

 

1205507

 

16-Nov-05

98-30-3

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Italy

 

11305638

 

20-Mar-00

 

1205507

 

16-Nov-05

98-30-2

 

Fabric-based prepreg materials for suppressing core crush during sandwich structure fabrication

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

United States of America

 

9876310

 

7-Jun-01

 

6663737

 

16-Dec-03

98-30-1

 

Fabric-based prepreg materials for suppressing core crush during sandwich structure fabrication

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

United States of America

 

9726940

 

30-Nov-00

 

6475596

 

5-Nov-02

98-30

 

Core crush resistant fabric and prepreg for fiber reinforced composite sandwich

 

Issued

 

Hexcel Corporation

 

Hsiao

 

United States of America

 

9273637

 

23-Mar-99

 

6261675

 

17-Jul-01

 

24



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

98-30

 

Fabric-based prepreg materials for suppressing core crush during sandwich structure fabrication

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Australia

 

2245700

 

22-Mar-00

 

767220

 

6-Nov-03

98-30

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Germany

 

3022423

 

20-Mar-00

 

60013018.5

 

18-Aug-04

98-30

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Spain

 

3022423

 

20-Mar-00

 

1046666

 

18-Aug-04

98-30

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

France

 

3022423

 

20-Mar-00

 

1046666

 

18-Aug-04

98-30

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

United Kingdom

 

3022423

 

20-Mar-00

 

1046666

 

18-Aug-04

98-30

 

Core-crush resistant fabric and prepreg for fiber reinforced composite sandwich structures

 

Issued

 

Hexcel Corporation (DEL)

 

Hsiao

 

Italy

 

3022423

 

20-Mar-00

 

1046666

 

18-Aug-04

98-25-1

 

Fire Resistant Composite Panel

 

Issued

 

Hexcel Corporation

 

Blair

 

United States of America

 

9582460

 

26-Jun-00

 

6511730

 

28-Jan-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

Germany

 

993008093

 

3-Feb-99

 

69908709

 

11-Jun-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

France

 

993008093

 

3-Feb-99

 

967070

 

11-Jun-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

United Kingdom

 

993008093

 

3-Feb-99

 

967070

 

11-Jun-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

Italy

 

993008093

 

3-Feb-99

 

967070

 

11-Jun-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

Luxembourg

 

993008093

 

3-Feb-99

 

967070

 

11-Jun-03

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Cawse

 

United States of America

 

9312134

 

14-May-99

 

6194477

 

27-Feb-01

98-20

 

Flame retarded glassine paper honeycomb core

 

Issued

 

Hexcel Corporation

 

Khan

 

Japan

 

16570099

 

11-Jun-99

 

3520223

 

6-Feb-04

98-14

 

Formable heavy density honeycomb

 

Issued

 

Hexcel Corporation

 

Miller

 

United States of America

 

9241046

 

1-Feb-99

 

6197402

 

6-Mar-01

98-13-1

 

Non-toxic reinforcement of structures in high moisture environments

 

Issued

 

Hexcel Corporation

 

Neuner

 

United States of America

 

9486203

 

23-Feb-00

 

6363681

 

2-Apr-02

 

25



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

 

 

Spain

 

993023365

 

25-Mar-99

 

949369

 

6-Nov-02

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

 

 

United Kingdom

 

993023365

 

25-Mar-99

 

949369

 

6-Nov-02

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

Steele

 

Germany

 

993023365

 

25-Mar-99

 

69903765.4

 

6-Nov-02

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

Steele

 

France

 

993023365

 

25-Mar-99

 

949369

 

6-Nov-02

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

Steele

 

Sweden

 

993023365

 

25-Mar-99

 

949369

 

6-Nov-02

98-11

 

Fibre laminates (Thin skin patent)

 

Issued

 

Hexcel Corporation

 

Steele

 

Italy

 

993023365

 

25-Mar-99

 

949369

 

6-Nov-02

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Austria

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Belgium

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Switzerland

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Germany

 

90308801

 

9-Aug-90

 

69031819.7

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Spain

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

 

26



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

France

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

United Kingdom

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Italy

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Luxembourg

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Netherlands

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Sweden

 

90308801

 

9-Aug-90

 

412827

 

17-Dec-97

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

United States of America

 

8055392

 

3-May-93

 

5374694

 

20-Dec-94

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Canada

 

2022290

 

9-Aug-90

 

2022290

 

16-Oct-01

 

27



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Australia

 

5996990

 

30-Jul-90

 

630213

 

12-Feb-93

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Japan

 

20830190

 

9-Aug-90

 

2886636

 

19-Feb-99

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Republic of Korea

 

1218890

 

9-Aug-90

 

164607

 

14-Sep-98

98-05

 

Curable blends of cyanate esters and polyarylsulphones [Fiberite Satellite bus acquisition] [Undivided one-half interest from ICI]

 

Issued

 

ICI and Hexcel Corporation (DEL)

 

MacKenzie

 

Mexico

 

21924

 

9-Aug-90

 

170851

 

20-Sep-93

98-04-2

 

Siloxane and phosphazene modified cyanate resin compositions [Fiberite Satellite business acquisition]

 

Issued

 

Hexcel Corporation (DEL)

 

Arnold

 

United States of America

 

08/386713

 

9-Feb-95

 

5539041

 

23-Jul-96

98-04

 

Inorganic Oxide Modified Cyanate Resin Bodies

 

Issued

 

Hexcel Corporation (DEL)

 

Arnold

 

France

 

923053391

 

11-Jun-92

 

518654

 

16-Aug-00

98-04

 

Inorganic Oxide Modified Cyanate Resin Bodies

 

Issued

 

Hexcel Corporation (DEL)

 

Arnold

 

United Kingdom

 

923053391

 

11-Jun-92

 

518654

 

16-Aug-00

98-04

 

Inorganic Oxide Modified Cyanate Resin Bodies

 

Issued

 

Hexcel Corporation (DEL)

 

Arnold

 

Italy

 

923053391

 

11-Jun-92

 

518654

 

16-Aug-00

98-01

 

Vented Flexcore

 

Issued

 

Hexcel Corporation

 

Hull

 

United States of America

 

09/074263

 

7-May-98

 

6003283

 

21-Dec-99

97-30-1

 

Honeycomb crash pad

 

Issued

 

Hexcel Corporation

 

Nusser

 

United States of America

 

09/677903

 

3-Oct-00

 

6318755

 

20-Nov-01

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

Austria

 

973077936

 

2-Oct-97

 

E 198212

 

20-Dec-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

Germany

 

973077936

 

2-Oct-97

 

69703739.8

 

20-Dec-00

 

28



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

Spain

 

973077936

 

2-Oct-97

 

2154013

 

20-Dec-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

France

 

973077936

 

2-Oct-97

 

906927

 

20-Dec-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

United Kingdom

 

973077936

 

2-Oct-97

 

906927

 

20-Dec-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

Italy

 

973077936

 

2-Oct-97

 

906927

 

20-Dec-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Cawse

 

United States of America

 

9162074

 

28-Sep-98

 

6107437

 

22-Aug-00

97-26

 

Low temperature latent curing agents for epoxy resins (European Appl priority)

 

Issued

 

Hexcel Corporation

 

Whiter

 

Japan

 

28000998

 

1-Oct-98

 

3469101

 

5-Sep-03

96-79

 

Spinning Apparatus Having a Tubular Elastomeric Flow Control Valve Body

 

Issued

 

Hexcel Corporation (DEL)

 

Nakajima

 

United States of America

 

7965784

 

23-Oct-92

 

5299926

 

5-Apr-94

96-70-1

 

Process of Thermally Stabilizing Pan Fibers

 

Issued

 

Hexcel Corporation (DEL)

 

Schimpf

 

United States of America

 

7908720

 

7-May-92

 

5256344

 

26-Oct-93

96-68-1

 

Carbon fibres

 

Issued

 

Hexcel Corporation

 

Schimpf

 

United States of America

 

07/675776

 

27-Mar-91

 

5098688

 

24-Mar-92

96-63-2

 

Damage Tolerant Composites Containing Infusible Particles

 

Issued

 

Hercules Inc.

 

Gawin

 

Canada

 

616092

 

14-Jun-91

 

1326176

 

18-Jan-94

96-63-1

 

Damage Tolerant Composites Containing Infusible Particles

 

Issued

 

Hercules Inc.

 

Gawin

 

Canada

 

616093

 

12-Oct-90

 

1322948

 

12-Oct-93

96-63-1

 

Damage Tolerant Composites Containing Infusible Particles

 

Issued

 

Hexcel Corporation (DEL)

 

Gawin

 

United States of America

 

8338520

 

3-Apr-89

 

4999238

 

12-Mar-91

96-63

 

Damage Tolerant Composites Containing Infusible Particles

 

Issued

 

Hercules Inc.

 

Gawin

 

Canada

 

540492

 

25-Jun-87

 

1300783

 

12-May-92

96-57

 

Honeycomb Dip Resin

 

Issued

 

Hexcel Corporation

 

Wang

 

United States of America

 

9300110

 

27-Apr-99

 

6153687

 

28-Nov-00

96-55

 

Thermoformable Honeycomb Structures

 

Issued

 

Hexcel Corporation

 

Wang

 

United States of America

 

9299868

 

27-Apr-99

 

6245407

 

12-Jun-01

96-55

 

Thermoformable honeycomb structures and dip resins

 

Issued

 

Hexcel Corporation

 

Wang

 

France

 

3025236

 

28-Mar-00

 

1048446

 

25-Mar-09

 

29



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

96-55

 

Thermoformable honeycomb structures and dip resins

 

Issued

 

Hexcel Corporation

 

Wang

 

Germany

 

3025236

 

28-Mar-00

 

60041847.2-08

 

25-Mar-09

96-55

 

Thermoformable honeycomb structures and dip resins

 

Issued

 

Hexcel Corporation

 

Wang

 

Luxembourg

 

3025236

 

28-Mar-00

 

1048446

 

25-Mar-09

96-55

 

Thermoformable honeycomb structures and dip resins

 

Issued

 

Hexcel Corporation

 

Wang

 

United Kingdom

 

3025236

 

28-Mar-00

 

1048446

 

25-Mar-09

96-48-1

 

Finishing Oil for Precursor for High Performance Carbon Fibers and Precursor

 

Issued

 

Hexcel Corporation (DEL)

 

Maruyama

 

United States of America

 

8715098

 

17-Sep-96

 

5726241

 

10-Mar-98

96-46-1

 

Method of Manufacturing Carbon Fiber Using Preliminary Stretch

 

Issued

 

Hexcel Corporation (DEL)

 

Paul, Jr.

 

United States of America

 

7366393

 

15-Jun-89

 

5066433

 

19-Nov-91

96-30-1

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Green

 

United States of America

 

9609959

 

25-Jul-00

 

6242090

 

5-Jun-01

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Cook

 

Germany

 

933057085

 

20-Jul-93

 

69322329.4

 

2-Dec-98

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Cook

 

Spain

 

933057085

 

20-Jul-93

 

583090

 

2-Dec-98

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Cook

 

Italy

 

933057085

 

20-Jul-93

 

583090

 

2-Dec-98

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Cook

 

France

 

933057085

 

20-Jul-93

 

583090

 

2-Dec-98

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Cook

 

United Kingdom

 

933057085

 

20-Jul-93

 

583090

 

2-Dec-98

96-30

 

Fibre Reinforced Resin Composite Products

 

Issued

 

Hexcel Corporation

 

Green

 

United States of America

 

8097140

 

26-Jul-93

 

6133167

 

17-Oct-00

96-29-1

 

An Environmentally Safer Process of Manufacturing Honeycomb Products for Use In Composite Materials Using a Water-Based Phenolic Thermosetting Resin

 

Issued

 

Hexcel Corporation

 

Heitkamp

 

United States of America

 

8573766

 

18-Dec-95

 

5711992

 

27-Jan-98

96-29

 

Environmentally safer process of manufacturing honeycomb products for use in composite materials using a water-based phenolic thermosetting resin

 

Issued

 

Hexcel Corporation

 

Iler

 

Germany

 

958101651

 

13-Mar-95

 

69511747.5

 

23-Mar-00

 

30



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

96-29

 

Environmentally safer process of manufacturing honeycomb products for use in composite materials using a water-based phenolic thermosetting resin

 

Issued

 

Hexcel Corporation

 

Iler

 

United Kingdom

 

958101651

 

13-Mar-95

 

673982

 

1-Sep-99

96-29

 

Environmentally safer process of manufacturing honeycomb products for use in composite materials using a water-based phenolic thermosetting resin

 

Issued

 

Hexcel Corporation

 

Iler

 

Luxembourg

 

958101651

 

13-Mar-95

 

673982

 

1-Sep-99

96-27-1

 

Hybrid Honeycomb Sandwich Panel

 

Issued

 

Hexcel Corporation

 

Tsotsis

 

United States of America

 

8210393

 

18-Mar-94

 

5460865

 

24-Oct-95

96-13

 

Particulate Reinforcement for Honeycomb Core Materials

 

Issued

 

Hexcel Corporation

 

Cawse

 

Germany

 

963053475

 

22-Jul-96

 

69610830.5

 

2-Nov-00

96-13

 

Particulate Reinforcement for Honeycomb Core Materials

 

Issued

 

Hexcel Corporation

 

Cawse

 

Luxembourg

 

963053475

 

22-Jul-96

 

820858

 

2-Nov-00

96-13

 

Particulate Reinforcement for Honeycomb Core Materials

 

Issued

 

Hexcel Corporation

 

Cawse

 

United States of America

 

8897198

 

21-Jul-97

 

6117518

 

12-Sep-00

93-25

 

Method for creating a bond enhancement layer for thermoplastic urethane panels

 

Issued

 

Hexcel Corporation

 

Harris

 

United States of America

 

8609033

 

29-Feb-96

 

6099680

 

8-Aug-00

93-10

 

Fiber Reinforced Polyimide Honeycomb for High Temperature Applications

 

Issued

 

Hexcel Corporation

 

Buyny

 

United States of America

 

8261377

 

17-Jun-94

 

5514444

 

7-May-96

93-08

 

High Thermal Conductivity Non-Metallic Honeycomb With Optimum Pitch Fiber Angle

 

Issued

 

Hexcel Corporation

 

Darfler

 

United States of America

 

8136958

 

14-Oct-93

 

5470633

 

28-Nov-95

93-07

 

High Thermal Conductivity Non-Metallic Honeycomb With Laminar Cell Walls

 

Issued

 

Hexcel Corporation

 

Darfler

 

United States of America

 

8136957

 

14-Oct-93

 

5466507

 

14-Nov-95

93-06

 

High Thermal Conductivity Triaxial Non-Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Darfler

 

United States of America

 

8139309

 

19-Oct-93

 

5527584

 

18-Jun-96

92-25

 

Co-Corrugation Process for Thermally Conductive Honeycomb

 

Issued

 

Hexcel Corporation

 

Darfler

 

Germany

 

959154634

 

31-Mar-95

 

69532193.5

 

26-Nov-03

92-25

 

Co-Corrugation Process for Thermally Conductive Honeycomb

 

Issued

 

Hexcel Corporation

 

Darfler

 

United Kingdom

 

959154634

 

31-Mar-95

 

754121

 

26-Nov-03

92-25

 

Co-Corrugation Process for Thermally Conductive Honeycomb

 

Issued

 

Hexcel Corporation

 

Darfler

 

United States of America

 

8221833

 

1-Apr-94

 

5498462

 

12-Mar-96

 

31



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

92-25

 

Co-Corrugation Process for Thermally Conductive Honeycomb

 

Issued

 

Hexcel Corporation

 

Darfler

 

Japan

 

52583595

 

31-Mar-95

 

2863636

 

11-Dec-98

92-13

 

Continuous Process for the Preparation of Unitary Thermoplastic Honeycomb Containing Areas with Different Physical Properties

 

Issued

 

Hexcel Corporation

 

Fell

 

United States of America

 

7620958

 

3-Dec-90

 

5217556

 

8-Jun-93

92-11

 

Continuous Process for the Preparation of Thermoplastic Honeycomb

 

Issued

 

Hexcel Corporation

 

Fell

 

United States of America

 

7531184

 

31-May-90

 

5139596

 

18-Aug-92

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

Germany

 

939035184

 

20-Jan-93

 

69325718

 

21-Jul-99

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

France

 

939035184

 

20-Jan-93

 

670776

 

21-Jul-99

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

United Kingdom

 

939035184

 

20-Jan-93

 

670776

 

21-Jul-99

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

Italy

 

939035184

 

20-Jan-93

 

670776

 

21-Jul-99

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

Luxembourg

 

939035184

 

20-Jan-93

 

670776

 

21-Jul-99

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

United States of America

 

7853957

 

19-Mar-92

 

5288537

 

22-Feb-94

92-01

 

High Thermal Conductivity Non Metallic Honeycomb

 

Issued

 

Hexcel Corporation

 

Corden

 

Japan

 

51652193

 

20-Jan-93

 

2935569

 

4-Jun-99

90-21-3

 

Method and Apparatus for Making Thermally Fused Thermoplastic Honeycomb Structures

 

Issued

 

Hexcel Corporation

 

Dixon

 

United States of America

 

8448136

 

23-May-95

 

5571369

 

5-Nov-96

90-21-2

 

Thermally fused thermoplastic honeycomb structures

 

Issued

 

Hexcel Corporation

 

Dixon

 

United States of America

 

8447622

 

23-May-95

 

5635273

 

3-Jun-97

90-21-1

 

Method For Making Thermally Fused Thermoplastic Honeycomb Structure (As Amended)

 

Issued

 

Hexcel Corporation

 

Dixon

 

United States of America

 

8105763

 

11-Aug-93

 

5421935

 

6-Jun-95

90-19

 

Resin Systems of Improved Toughness and High Temperature Performance and MethodTherefor (F655-2 Resin)

 

Issued

 

Hexcel Corporation

 

Olesen

 

United States of America

 

7744562

 

13-Aug-91

 

5278224

 

11-Jan-94

 

32



 

FILE NBR

 

TITLE

 

STATUS

 

OWNER

 

INVENTOR

 

COUNTRY

 

SERIAL NBR

 

FILING DATE

 

PATENT
NBR

 

ISSUE
DATE

89-23

 

Composite Material with Shrinkage Barrier

 

Issued

 

Hexcel Corporation

 

Isley

 

United States of America

 

7922629

 

30-Jul-92

 

5391425

 

21-Feb-95

89-21-1

 

Honeycomb of Fabric-Reinforced Polymer and Methods of Preparation

 

Issued

 

Hexcel Corporation

 

Meyers

 

United States of America

 

7667909

 

12-Mar-91

 

5260117

 

9-Nov-93

89-09

 

Densified Polyethersulfone

 

Issued

 

Hexcel Corporation

 

Ghali

 

United States of America

 

7377116

 

7-Jul-89

 

4945154

 

31-Jul-90

89-09

 

Densified Polyethersulfone

 

Issued

 

Hexcel Corporation

 

Hedges

 

Germany

 

909114282

 

5-Jul-90

 

69030087.5

 

5-Mar-97

89-09

 

Densified Polyethersulfone

 

Issued

 

Hexcel Corporation

 

Hedges

 

France

 

909114282

 

5-Jul-90

 

481004

 

5-Mar-97

89-09

 

Densified Polyethersulfone

 

Issued

 

Hexcel Corporation

 

Hedges

 

United Kingdom

 

909114282

 

5-Jul-90

 

481004

 

5-Mar-97

89-09

 

Densified Polyethersulfone

 

Issued

 

Hexcel Corporation

 

Hedges

 

Spain

 

909114282

 

5-Jul-90

 

481004

 

5-Mar-97

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Buyny

 

United States of America

 

7312016

 

16-Feb-89

 

5248711

 

28-Sep-93

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Olesen

 

Japan

 

2504597

 

12-Feb-90

 

2140272

 

19-Feb-99

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Olesen

 

Germany

 

909045155

 

12-Feb-90

 

69032638.6

 

28-Jan-99

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Olesen

 

Italy

 

909045155

 

12-Feb-90

 

412153

 

9-Sep-98

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Olesen

 

France

 

909045155

 

12-Feb-90

 

412153

 

9-Sep-98

88-25

 

Toughened Bismaleimide Resins Systems for Composite Applications

 

Issued

 

Hexcel Corporation

 

Olesen

 

United Kingdom

 

909045155

 

12-Feb-90

 

412153

 

9-Sep-98

88-18

 

Multi-layer Honeycomb Structure

 

Issued

 

Hexcel Corporation

 

Turner

 

United States of America

 

7363255

 

7-Jun-89

 

5106668

 

21-Apr-92

 

33



 

SCHEDULE 10
TO
SECURITY AGREEMENT

 

HEXCEL CORPORATION — COPYRIGHT REGISTRATIONS

 

PRODUCT

 

TITLE OF WORK

 

NATURE OF WORK

 

RENEWAL/
REG NO.

 

ORIGINAL
REG. NO.

 

ORIGINAL
COPYRIGHT CLAIMANT

 

EFF DATE
RENEWAL/REG

 

DATE OF
EXPIRATION

HONEYCOMB

 

ALUMINUM HONEYCOMB IN TOOLING APPLICATIONS

 

Technical Service Bulletin #116

Renewal/Entire Work

 

RE 544 942

 

A 716963

 

Hexcel Products Inc.

 

09/13/1991

 

11/15/2038

HONEYCOMB

 

APPLICATION OF HONEYCOMB IN ADVANCED ROCKET MOTOR DESIGN

 

R&D Technical Report #202

Renewal/Entire Work

 

RE 602 064

 

A 689277

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

ASTROWELD DIFFUSION BONDED HONEYCOMB

 

R&D Tech Report 201. Renewal/Editorial rev. with add’l new matter

 

RE 602 508

 

A 689276

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

CARVING AND FORMING HONEYCOMB MATERIALS

 

Technical Service Bulletin #117

Renewal/Entire Work

 

RE 532 393

 

A 667147

 

Hexcel Products Inc.

 

11/07/1990

 

07/01/2037

HONEYCOMB

 

CROSS-CORE

 

Data Sheet 2900

Renewal/Entire Work

 

RE 544 964

 

A 678318

 

Hexcel Products Inc.

 

09/13/1991

 

12/01/2038

HONEYCOMB

 

DESIGN CURVES FOR THE PRELIMINARY SELECTION OF HONEYCOMB SANDWICH STRUCT

 

Technical Service Bulletin #121

Renewal/Entire Work

 

RE 602 069

 

A 737733

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

DESIGN DATA FOR THE PRELIMINARY SELECTION OF HONEYCOMB ENERGY ABSORPTION SYSTEMS

 

Technical Service Bulletin #122

Renewal/Entire Work

 

RE 602 068

 

A 737523

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

 

34



 

PRODUCT

 

TITLE OF WORK

 

NATURE OF WORK

 

RENEWAL/
REG NO.

 

ORIGINAL
REG. NO.

 

ORIGINAL
COPYRIGHT CLAIMANT

 

EFF DATE
RENEWAL/REG

 

DATE OF
EXPIRATION

HONEYCOMB

 

DESIGN DATA FOR THE PRELIMINARY SELECTION OF HONEYCOMB ENERGY ABSORPTION SYSTEMS (Supplement)

 

Technical Service Bulletin #122

Supplement

 

RE 636 377

 

 

A 762229

 

Hexcel Products Inc.

 

11/09/1993

 

12/31/2040

HONEYCOMB

 

FLEX-CORE

 

 

Data Sheet 2700

Renewal/Entire Work

 

RE 602 066

 

A 716598

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

HEXCEL HONEYCOMB

 

Bulletin/Brochure

Renewal/Entire Work

 

RE 602 126

 

A 678319

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

HEXCEL HONEYCOMB

 

Honeycomb Material

Renewal/Entire Work

 

RE 532 395

 

KK 170344

 

Hexcel Products Inc.

 

11/07/1990

 

08/31/2037

HONEYCOMB

 

HEXCEL HONEYCOMB DESIGN CALCULATOR

 

Calculator/Flexural Rigidity (D) requirements

 

RE 636 376

 

A 749136

 

Hexcel Products Inc.

 

11/09/1993

 

12/31/2040

HONEYCOMB

 

HEXCEL “MYLAR” HONEYCOMB

 

Data Sheet 3500

Renewal/Entire Work

 

RE 544 963

 

A 667146

 

Hexcel Products Inc.

 

09/13/1991

 

11/15/2038

HONEYCOMB

 

HEXCEL PRODUCTS

 

Brochure

Renewal/Entire Work

 

RE 532 394

 

A 576810

 

Hexcel Products Inc.

 

11/07/1990

 

04/27/2037

HONEYCOMB

 

HEXCELITE 840 NODE ADHESIVE

 

Data Sheet

 

 

RE 636 378

 

A 771428

 

Hexcel Products Inc.

 

11/09/1993

 

12/31/2040

HONEYCOMB

 

HONEYCOMB SANDWICH CARGO CONTAINERS - design notes

 

Brochure

 

RE 670 617

 

A 885401

 

Hexcel Products Inc.

 

12/09/1966

 

12/31/2040

 

35



 

PRODUCT

 

TITLE OF WORK

 

NATURE OF WORK

 

RENEWAL/
REG NO.

 

ORIGINAL
REG. NO.

 

ORIGINAL
COPYRIGHT CLAIMANT

 

EFF DATE
RENEWAL/REG

 

DATE OF
EXPIRATION

HONEYCOMB

 

HONEYCOMB SANDWICH DESIGN

 

Brochure “E”

Renewal/Entire Work

 

RE 602 065

 

A 700985

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

MECHANICAL PROPERTIES OF HEXCEL HONEYCOMB MATERIALS

 

Technical Service Bulletin #120

Renewal/Entire Work

 

RE 602 127

 

A 678321

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

MECHANICAL PROPERTIES OF HEXCEL HONEYCOMB MATERIALS

 

Technical Service Bulletin #120 - 2nd Revision 1/1/66

 

RE 670 618

 

A 830328

 

Hexcel Products Inc.

 

04/11/1966

 

12/31/2040

HONEYCOMB

 

RADIO FREQUENCY SHIELDING PROPERTIES OF HEXCEL METALLIC HONEYCOMB

 

TSB #113

Renewal/Layout rev. and add’l text matter

 

RE 602 067

 

A 716599

 

Hexcel Products Inc.

 

12/15/1992

 

12/31/2039

HONEYCOMB

 

TUBE-CORE

 

Data Sheet 2800

 

RE 544 965

 

A 678320

 

Hexcel Products Inc.

 

09/13/1991

 

12/31/2038

 

36



 

SCHEDULE 11
TO
SECURITY AGREEMENT

 

Deposit Accounts, Securities Accounts, Commodity Accounts

 

Grantor

 

Depository Bank

 

Bank Address

 

Type of
Account

 

Acct. No.

Hexcel Corporation

 

Bank of America, f/k/a Fleet Bank N.A.

 

Hartford, CT

 

Collection Account

 

[************]

Hexcel Corporation

 

Bank of America, f/k/a Fleet Bank N.A.

 

Hartford, CT

 

Operating Account

 

[************]

Hexcel Corporation

 

Bank of America, f/k/a Fleet Bank N.A.

 

Portland, ME

 

Payroll Account

 

[************]

Hexcel Corporation

 

Bank of America, f/k/a Fleet Bank N.A.

 

Portland, ME

 

Accounts Payable

 

[************]

Hexcel Corporation

 

Bank of America, f/k/a Fleet Bank N.A.

 

Portland, ME

 

Accounts Payable

 

[************]

Hexcel Corporation

 

Banc of America Securities LLC

 

Boston, MA

 

Securities

 

[************](2)

Hexcel Corporation

 

Banc of America Securities LLC

 

Boston, MA

 

Securities

 

[************]

Hexcel Corporation

 

HSBC

 

New York, NY

 

Operating

 

[************]

 


(2) Company is in the process of closing this account.

 

37



 

SCHEDULE 12
TO
SECURITY AGREEMENT

 

Chattel Paper

 

Consignment agreements and similar arrangements entered into in the ordinary course of business.

 

38



 

SCHEDULE 13
TO
SECURITY AGREEMENT

 

Letter-of-Credit Rights

 

NONE

 

39



 

SCHEDULE 14
TO
SECURITY AGREEMENT

 

HEXCEL IP PATENT PORTFOLIO

 

(Restricted Patents Co-Owned By Hexcel and a Third Party)

 

United States Patent No. 5849375

Germany Patent No. 69619142.3

France Patent No. 0921848

United States Patent No. 5780126

France Patent No. 0835355

Italy Patent No. 0835355

Singapore Patent App. No. 9706079.2

United States Patent No. 5657595

United States Patent No. 5357727

United States Patent No. 5925579

United States Patent No. 5649398

United States Patent No. 5607527

Canada Patent No. 2129437

Mexico Patent No. 181704

United States Patent No. 5218810

United States Patent No. 6219991

 

40