0001104659-05-004083 Sample Contracts

Hexcel Corporation Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • February 4th, 2005 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • New York

Hexcel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 6.75% Senior Subordinated Notes due 2015. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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