Ciba Specialty Chemicals Holding Inc/FI, et al. – ‘SC 13D/A’ on 10/13/00 re: Hexcel Corp/DE – EX-3

On:  Friday, 10/13/00, at 5:26pm ET   ·   Accession #:  950157-0-558   ·   File #:  5-14306

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                        4     18K 
 2: EX-1        Stock Purchase Agreement                              26     78K 
 3: EX-2        Consent and Termination Agreement                     10     30K 
 4: EX-3        Agreement                                             29     93K 
 5: EX-4        Registration Rights Agreements                        34    108K 

EX-3   —   Agreement
Exhibit Table of Contents

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                                                                   EXHIBIT 3

AGREEMENT 

dated as of 

October 11, 2000  

by and among  

Hexcel Corporation, 

LXH, L.L.C. 

and 

LXH II, L.L.C.  

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AGREEMENT 

  AGREEMENT (this "Agreement"), dated as of October 11, 2000, by and among
Hexcel Corporation, a Delaware corporation (the "Company"), LXH, L.L.C., a      
Delaware limited liability company ("LXH") and LXH II, L.L.C., a Delaware       
limited liability company (together with LXH, the "Investors").                 

W I T N E S S E T H : 

 WHEREAS, Ciba Specialty Chemicals Holding Inc., a corporation organized
under the laws of Switzerland ("Ciba SCH"), Ciba Specialty Chemicals Inc., a    
corporation organized under the laws of Switzerland and wholly-owned            
subsidiary of Ciba SCH ("Ciba SCI") and Ciba Specialty Chemicals Corporation,   
a corporation organized under the laws of Delaware and wholly-owned subsidiary  
of Ciba SCH (collectively with Ciba SCH and Ciba SCI, "Ciba"), own              
beneficially and of record an aggregate of 18,021,748 shares of common stock,   
par value $0.01 per share (the "Common Stock"), of the Company;                 

WHEREAS, simultaneously herewith, the Investors and Ciba are entering 
into a stock purchase agreement attached as Exhibit A hereto (the "Stock        
Purchase Agreement"), pursuant to which Ciba has agreed to sell to the          
Investors and the Investors have agreed to purchase from Ciba up to a number    
of shares of Common Stock owned beneficially and of record by Ciba (the         
"Shares") constituting not more than 39.3% of the issued and outstanding        
shares of Common Stock;                                                         

 WHEREAS, certain independent directors of the board of directors of the
Company (the "Board") have approved and consented to the sale of the Shares by  
Ciba to the Investors on the terms set forth in the Stock Purchase Agreement;   

WHEREAS, in connection with the transactions contemplated by the Stock
Purchase Agreement, the Company and the Investors will enter into (i) a         
governance agreement in the form of Exhibit B hereto (the "Governance           
Agreement") and (ii) a registration rights agreement in the form of Exhibit C   
hereto (the "Registration Rights Agreement"); and                               

 WHEREAS, in connection with the execution by the Investors of the Stock
Purchase Agreement, the Notes (as defined in the Stock Purchase Agreement),     
the Pledge Agreements (as defined in the Stock Purchase Agreement) and all      
other contracts, agreements, schedules, certificates and other documents being  
delivered pursuant to or in connection with the Stock Purchase Agreement or     
such other documents or the transactions contemplated thereby (the "Stock       
Purchase Transaction Documents"), and in order to induce the Investors and      
their Affiliates to execute and deliver the Governance Agreement and the        

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Registration Rights Agreement, the Company is hereby making certain             
representations and warranties and entering into certain agreements.            

            NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements set forth in this  
Agreement, the parties hereto agree as follows:                                 

ARTICLE I 

PURPOSE OF AGREEMENTS 

1.1. Purpose. The Company acknowledges and agrees that it is executing
and delivering this Agreement (i) in connection with the execution and          
delivery by the Investors of the Stock Purchase Transaction Documents and the   
consummation of the transactions contemplated thereby, and (ii) to induce the   
Investors and their Affiliates to execute and deliver the Governance Agreement  
and the Registration Rights Agreement and to consummate the transactions        
contemplated thereby.                                                           

 1.2. Closing. The closing of the transactions contemplated hereby shall
take place at the offices of Fried, Frank, Harris, Shriver & Jacobson, One New  
York Plaza, New York, New York 10004 simultaneously with the Closing under the  
Stock Purchase Transaction Documents, or at such other place, time and/or date  
as shall be mutually agreed by the Company and the Investors.                   

1.3. Capitalized Terms. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in Section 8.1.                  

ARTICLE II  

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company hereby represents and warrants to the Investors, as of the
date hereof and as of the Closing, as follows:                                  

2.1. Organization; Subsidiaries. (a) The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State    
of Delaware and has the requisite corporate power and authority to carry on     
its business as it is now being conducted. The Company is duly qualified and    
licensed as a foreign corporation to do business, and is in good standing (and  
has paid all relevant franchise or analogous taxes), in each jurisdiction       
where the character of its assets owned or held under lease or the nature of    
its business makes such qualification necessary, except where the failure to    

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so qualify or be licensed would not, individually or in the aggregate,          
reasonably be expected to have a Material Adverse Effect. A correct and         
complete copy of the bylaws of the Company as shall be in effect as of the      
Closing is attached hereto as Exhibit D (the "By-Laws").                        

(b) Each Significant Subsidiary is a corporation, limited liability   
company, limited partnership or other business entity duly organized, validly   
existing and in good standing under the laws of its jurisdiction of             
organization and has the power and authority to carry on its business as it is  
now being conducted except where the failure to be in good standing or to have  
such power and authority would not, individually or in the aggregate,           
reasonably be expected to have a Material Adverse Effect. Except as set forth   
on Schedule 2.1(b), (i) the Company owns, either directly or indirectly         
through one or more Subsidiaries, all of the capital stock or other equity      
interests of the Significant Subsidiaries free and clear of all liens,          
charges, claims, security interests, restrictions, options, proxies, voting     
trusts or other encumbrances ("Encumbrances") and (ii) there are no             
outstanding subscription rights, options, warrants, convertible or              
exchangeable securities or other rights of any character whatsoever relating    
to issued or unissued capital stock or other equity interests of any            
Significant Subsidiary, or any contract, agreement or other commitment of any   
character whatsoever relating to issued or unissued capital stock or other      
equity interests of any Significant Subsidiary or pursuant to which any         
Significant Subsidiary is or may become bound to issue or grant additional      
shares of its capital stock or other equity interests or related subscription   
rights, options, warrants, convertible or exchangeable securities or other      
rights, or to grant preemptive rights. Except for the Subsidiaries and except   
as set forth on Schedule 2.1(b), the Company does not own, directly or          
indirectly, any interest in any corporation, limited liability company,         
partnership, business association or other Person.                              

2.2. Due Authorization. The Company has all right, corporate power and
authority to enter into this Agreement, the Ciba Documents, the Governance      
Agreement and the Registration Rights Agreement and to consummate the           
transactions contemplated hereby and thereby. The execution and delivery by     
the Company of this Agreement, the Ciba Documents, the Governance Agreement     
and the Registration Rights Agreement, and the compliance by the Company with   
each of the provisions of this Agreement, the Ciba Documents, the Governance    
Agreement and the Registration Rights Agreement (a) are within the corporate    
power and authority of the Company, and (b) have been duly authorized by all    
necessary corporate action of the Company. This Agreement and the Consent and   
Termination Agreement have been, and each of the Governance Agreement, the      
Registration Rights Agreement and the Supplemental Indenture when executed and  
delivered by the Company will be, duly and validly executed and delivered by    
the Company, and each of this Agreement and each Ciba Document constitutes,     
and each of such other agreements when executed and delivered by the Company    
will constitute, a valid and binding agreement of the Company enforceable       
against the Company in                                                          

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accordance with its terms except as such enforcement is limited by bankruptcy,  
insolvency and other similar laws affecting the enforcement of creditors'       
rights generally and for limitations imposed by general principles of equity.   
The By-Laws have been duly adopted by the Board and will be effective upon the  
Closing.                                                                        

  2.3. Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of (i) 100,000,000 shares of Common Stock, of which as  
of October 6, 2000, 36,950,954 shares were issued and outstanding excluding     
859,497 shares of Common Stock held in the Company's treasury as of such date   
and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of       
which no shares are issued and outstanding. All of the issued and outstanding   
shares of Common Stock, including the Shares, have been duly authorized and     
are validly issued, fully paid and nonassessable and not subject to the         
preemptive or other similar rights of the stockholders of the Company other     
than such rights held by Ciba. As of the date hereof, there is outstanding (i)  
$114,435,000 in aggregate principal amount of the Company's 7.0% Convertible    
Subordinated Notes, due 2003, which notes are convertible into 7,238,140        
shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of    
the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes   
are convertible into 834,147 shares of Common Stock. Except as described in     
the SEC Reports (as defined below) and other than pursuant to stock incentive   
plans approved by the Board, there are no outstanding subscription rights,      
options, warrants, convertible or exchangeable securities or other rights of    
any character whatsoever relating to issued or unissued capital stock of the    
Company, or any contract or agreement of any character whatsoever relating to   
issued or unissued capital stock of the Company or pursuant to which the        
Company is or may become bound to issue or grant additional shares of its       
capital stock or related subscription rights, options, warrants, convertible    
or exchangeable securities or other rights, or to grant preemptive rights.      
Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i)   
the Company has not agreed to register any securities under the Securities Act  
or under any state securities law or granted registration rights to any Person  
or entity and (ii) there are no voting trusts, stockholders agreements,         
proxies or other contracts or agreements or understandings in effect to which   
the Company is a party or of which it has Knowledge with respect to the voting  
or transfer of any of the outstanding shares of Common Stock.                   

2.4. SEC Reports. The Company has timely filed all proxy statements,  
reports and other documents required to be filed by it under the Exchange Act   
since January 1, 1997 and made available to the Investors complete copies of    
all annual reports, proxy statements and other reports filed by the Company     
under the Exchange Act, each as filed with the SEC (collectively, the "SEC      
Reports"). Each SEC Report was, on the date of its filing, in compliance in     
all material respects with the requirements of its respective report form and   
the Exchange Act and did not, on the date of its filing, contain any untrue     
statement of a material fact or omit to state a material fact required to be    
stated therein or                                                               

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necessary to make the statements therein, in the light of the circumstances     
under which they were made, not misleading.                                     

 2.5. Financial Statements. The consolidated financial statements of the
Company (including any related schedules and/or notes) included in the SEC      
Reports have been prepared in accordance with United States generally accepted  
accounting principles ("GAAP") consistently followed throughout the periods     
involved (except as may be indicated in the notes thereto) and fairly present   
in accordance with GAAP the consolidated financial condition, results of        
operations, stockholders' equity, comprehensive income and cash flows of the    
Company and the Subsidiaries as of the respective dates thereof and for the     
respective periods then ended (except as may be indicated in the notes thereto  
and except, in the case of interim statements, for the absence of footnotes     
and as permitted by Form 10-Q and subject to changes resulting from year-end    
adjustments, none of which are material in amount or effect). Except as         
disclosed in the SEC Reports, neither the Company nor any Subsidiary has any    
liability or obligation (whether accrued, absolute, contingent, unliquidated    
or otherwise, whether known or unknown, whether due or to become due and        
regardless of when asserted), except (i) liabilities and obligations reflected  
or disclosed in the audited consolidated balance sheet of the Company and the   
Subsidiaries as of December 31, 1999 or the unaudited balance sheet as of June  
30, 2000 and the footnotes thereto, (ii) liabilities and obligations incurred   
in the ordinary course of business since June 30, 2000 or (iii) liabilities     
and obligations which would not, individually or in the aggregate, reasonably   
be expected to have or result in a Material Adverse Effect.                     

2.6. Consents, No Violations. Except with respect to the Governance   
Agreement, dated February 29, 1996, between the Company and Ciba (the           
"Existing Governance Agreement"), the Credit Agreement, the Indenture, dated    
February 29, 1996, between the Company and First Trust of California, National  
Association, as amended through the date hereof (the "Ciba Indenture") and the  
Company's or any of its Subsidiary's employee or director benefit plans,        
arrangements or agreements, the execution, delivery or performance (i) by the   
Company of this Agreement, the Ciba Documents, the Governance Agreement and     
the Registration Rights Agreement and the consummation of the transactions      
contemplated hereby and thereby, and (ii) by Ciba and the Investors of the      
Stock Purchase Agreement and the consummation of the transactions contemplated  
thereby, do not and will not (a) conflict with, or result in a breach or a      
violation of, any provision of the certificate of incorporation or by-laws or   
other organizational documents of the Company or any of the Subsidiaries, (b)   
constitute, with or without notice or the passage of time or both, a breach,    
violation or default, create an Encumbrance, or give rise to any right of       
termination, modification, cancellation, prepayment, suspension, limitation,    
revocation or acceleration, under (A) any Law or (B) any provision of any       
agreement or other instrument to which the Company or any of the Subsidiaries   
is a party or pursuant to which any of them or any of their assets or           

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properties is subject, except where such breach, violation or default,          
creation of an Encumbrance, or right of termination, modification,              
cancellation, prepayment, suspension, limitation, revocation or acceleration    
would not, individually or in the aggregate, reasonably be expected to have a   
Material Adverse Effect or (c) except for any required filing under the HSR     
Act, the German Act Against Restraints of Competition and any other foreign     
governmental and regulatory filings, notices and approvals required to be made  
or obtained as contemplated by Section 5.1(f), and filings, consents,           
approvals or authorizations of, notifications to, or exemptions or waivers by   
any Governmental Entity or any other Person which are not, individually or in   
the aggregate material to the consummation of the transactions contemplated     
hereby or thereby, require any consent, approval or authorization of,           
notification to, filing with, or exemption or waiver by, any Governmental       
Entity or any other Person on the part of the Company or any of its             
Subsidiaries.                                                                   

2.7. Compliance with Laws. Except as disclosed in the SEC Reports, the
Company and its Subsidiaries are, and since January 1, 1993, have been, in      
compliance in all material respects with all Laws and the Company and its       
Subsidiaries possess all material licenses, franchise permits, consents,        
registrations, certificates, and other governmental or regulatory permits,      
authorizations or approvals required for the operation of the business as       
presently conducted and for the ownership, lease or operation of the Company's  
and its Subsidiaries' properties (collectively, "Licenses"), except where such  
noncompliance or failure to possess would not, individually or in the           
aggregate, reasonably be expected to have a Material Adverse Effect. All of     
such Licenses are valid and in full force and effect, and the Company and its   
Subsidiaries have duly performed and are in compliance in all material          
respects with all of their obligations under such Licenses except where such    
suspension or cancellation of such Licenses or the noncompliance with such      
Licenses would not, individually or in the aggregate, reasonably be expected    
to have a Material Adverse Effect.                                              

  2.8. Absence of Certain Changes. Except as disclosed in the SEC Reports,
since June 30, 2000 neither the Company nor any of the Subsidiaries has         
suffered any change, event or development or series of changes, events or       
developments which individually or in the aggregate has had or would            
reasonably be expected to have a Material Adverse Effect.                       

2.9. Litigation. (a) Except as set forth on Schedule 2.9(a) or as     
disclosed in the SEC Reports, there is no claim, action, suit, investigation    
or proceeding ("Litigation") pending or, to the Knowledge of the Company,       
threatened against the Company or any of its Subsidiaries or involving any of   
their respective properties or assets by or before any court, arbitrator or     
other Governmental Entity which (i) in any manner challenges or seeks to        
prevent, enjoin, alter or materially delay the transactions contemplated by     
this Agreement or (ii) if resolved adversely to the Company or a                

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Subsidiary would, individually or in the aggregate, reasonably be expected to   
have a Material Adverse Effect.                                                 

 (b) Except as disclosed in the SEC Reports, neither the Company nor any
of its Subsidiaries is in default under or in breach of any order, judgment or  
decree of any court, arbitrator or other Governmental Entity, except for        
defaults or breaches, which would not, individually or in the aggregate,        
reasonably be expected to have a Material Adverse Effect.                       

2.10. Employee Matters; ERISA. (a) All (i) "employee benefit plans, as
defined in Section 3(3) of the Employee Retirement Income Security Act of       
1974, as amended ("ERISA") other than any "multiemployer plan" as defined in    
Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any   
of its Subsidiaries and (ii) other plans, agreements or arrangements relating   
to compensation or employee benefits pursuant to which the Company or any of    
its Subsidiaries may have any material liability (collectively, the "Plans"),   
are in compliance with all applicable provisions of ERISA and the Code, and     
the Company and its Subsidiaries do not have any liabilities or obligations     
(other than liabilities and obligations for benefits payable in the ordinary    
course) with respect to any Plan, whether or not accrued, contingent or         
otherwise, except (a) as described in any of the SEC Reports or previously      
disclosed in writing to the Investors and (b) for instances of noncompliance    
or liabilities or obligations that would not, individually or in the            
aggregate, reasonably be expected to have a Material Adverse Effect. Except as  
any of the following either individually or in the aggregate would not          
reasonably be expected to have a Material Adverse Effect, (x) neither the       
Company nor any trade or business, whether or not incorporated (an "ERISA       
Affiliate"), which together with the Company would be deemed a "single          
employer" within the meaning of Section 414 of the Code or Section 4001(b) of   
ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no    
conditions exists that could reasonably be expected to present a risk to the    
Company or any ERISA Affiliate of incurring any such liability (other than      
liability for premiums to the Pension Benefit Guaranty Corporation arising in   
the ordinary course), and (y) no "employee benefit plan," maintained or         
contributed to by the Company or any ERISA Affiliate, other than a              
"multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an   
"accumulated funding deficiency" (within the meaning of Section 302 of ERISA    
or Section 412 of the Code) whether or not waived. As to any "multiemployer     
plan" maintained or contributed to by the Company or any of its Subsidiaries    
or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate  
has any knowledge (a) that such plan is not in substantial compliance with the  
applicable provisions of ERISA and the Code; or (b) that such plan has          
incurred an "accumulated funding deficiency" (within the meaning of Section     
302 of ERISA or Section 412 of the Code) whether or not waived.                 

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 (b) Each Plan which is intended to be qualified under Section 401(a) of
the Code is the subject of a favorable determination letter from the IRS, and,  
to the Company's Knowledge, nothing has occurred which may reasonably be        
expected to result in the revocation of such determination.                     

 (c) Except as set forth on Schedule 2.10(c), the execution and delivery
of, and performance of the transactions contemplated in, this Agreement will    
not (either alone or upon the occurrence of any additional or subsequent        
events) (i) constitute an event under any Plan (or related trust), trust or     
loan that will or may result in any material payment (whether of severance pay  
or otherwise), acceleration, forgiveness of indebtedness, vesting,              
distribution, increase in benefits or obligation to fund benefits with respect  
to any current or former employee or director of the Company or any subsidiary  
of the Company, or (ii) result in the triggering or imposition of any material  
restrictions or limitations on the right of the Company or any Subsidiary to    
amend or terminate any Plan.                                                    

2.11 Existing Governance Agreement; Section 203 of the DGCL; Takeover 
Statute. The Independent Directors (as defined in the Existing Governance       
Agreement) have taken all actions necessary or advisable under the Existing     
Governance Agreement to approve and consent to the transactions contemplated    
hereby (including the purchase of the Shares by the Investors) and by the Ciba  
Documents. The Board has taken all actions necessary or advisable so that the   
restrictions contained in Section 203 of the DGCL applicable to a "business     
combination" (as defined in such Section) will not apply to the execution by    
the Investors of the Stock Purchase Agreement or the consummation of any of     
the transactions contemplated by the Stock Purchase Agreement. The execution,   
delivery and performance of the Stock Purchase Agreement will not cause to be   
applicable to the Company any "fair price," "moratorium," "control share        
acquisition" or other similar antitakeover statute or regulation enacted under  
state or federal laws.                                                          

 2.12 Real Property Holding Corporation. The Company is not, and has not
been at any time during the past 5 years, a "United States real property        
holding corporation" within the meaning of Section 897(c)(2) of the Internal    
Revenue Code of 1986, as amended.                                               

2.13 Negotiations with Third Parties. Except in connection with the   
transactions contemplated by the Stock Purchase Transaction Documents, the      
Company is not currently, and since September 24, 2000 has not been, directly   
or indirectly, negotiating, seeking to negotiate or otherwise engaging in       
discussions with any Person relating to (a) an acquisition of greater than 20%  
of the Common Stock (including the Shares), (b) a tender or exchange offer,     
(c) a merger, consolidation or other business combination involving the         
Company or any of its Subsidiaries, or (d) an offer to acquire                  

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in any manner a greater than 20% equity interest in the Company, or more than   
20% of the assets of the Company and its Subsidiaries taken as a whole.         

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 

Each Investor hereby represents and warrants to the Company, severally
and not jointly, as of the date hereof and as of the Closing, as follows:       

3.1. Organization. Such Investor is a limited liability company duly  
organized, validly existing and in good standing under the laws of the State    
of Delaware and has the requisite power and authority to carry on its business  
as it is now being conducted.                                                   

  3.2. Due Authorization. Such Investor has all right, power and authority
to enter into this Agreement, the Governance Agreement, the Stock Purchase      
Transaction Documents to which it is a party and the Registration Rights        
Agreement and to consummate the transactions contemplated hereby and thereby.   
The execution and delivery by such Investor of this Agreement, the Governance   
Agreement, the Stock Purchase Transaction Documents to which it is a party and  
the Registration Rights Agreement, and the compliance by such Investor with     
each of the provisions of this Agreement and each of the Governance Agreement,  
the Stock Purchase Transaction Documents to which it is a party and the         
Registration Rights Agreement (a) are within the power and authority of such    
Investor and (b) have been duly authorized by all necessary action on the part  
of such Investor. This Agreement has been, and each of such other agreements    
when executed and delivered by such Investor will be, duly and validly          
executed and delivered by such Investor, and this Agreement constitutes, and    
each of such other agreements when executed and delivered by such Investor      
will constitute, a valid and binding agreement of such Investor enforceable     
against such Investor in accordance with its respective terms except as such    
enforcement is limited by bankruptcy, insolvency and other similar laws         
affecting the enforcement of creditors' rights generally and for limitations    
imposed by general principles of equity.                                        

3.3. Consents, No Violations. Neither the execution, delivery or      
performance by such Investor of this Agreement, the Stock Purchase Agreement,   
the Governance Agreement or the Registration Rights Agreement nor the           
consummation of the transactions contemplated hereby or thereby will (a)        
conflict with, or result in a breach or a violation of, any provision of the    
organizational documents of such Investor, (b) constitute, with or without      
notice or the passage of time or both, a breach, violation or default, create   
an Encumbrance, or give rise to any right of termination, modification,         

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cancellation, prepayment, suspension, limitation, revocation or acceleration,   
under (i) any Law, or (ii) any provision of any agreement or other instrument   
to which such Investor is a party or pursuant to which such Investor or its     
assets or properties is subject, or (c) except for any required filing under    
the HSR Act, the German Act Against Restraints of Competition, and any other    
foreign governmental and regulatory filings, notices and approvals required to  
be made or obtained as contemplated by Section 5.1(f) hereof, and filings,      
consents, approvals or authorizations of, notifications to, or exemptions or    
waivers by any Governmental Entity or any other Persons which are not,          
individually or in the aggregate, material to the consummation of the           
transactions contemplated hereby or thereby, require any consent, approval or   
authorization of, notification to, filing with, or exemption or waiver by, any  
Governmental Entity or any other Person on the part of such Investor.           

3.4. Ownership of Capital Stock. Neither Investor nor any of their    
respective subsidiaries, directors, officers or members beneficially owns,      
directly or indirectly, any capital stock of the Company or is party to any     
agreement, arrangement or understanding for the purpose of acquiring, holding,  
voting or disposing of any capital stock of the Company or any security         
convertible into capital stock of the Company, other than as contemplated by    
this Agreement.                                                                 

ARTICLE IV  

COVENANTS 

  4.1. Conduct of Business by the Company Pending the Closing. The Company
covenants and agrees that, during the period from the date of this Agreement    
and continuing until the earlier of the termination of this Agreement or the    
Closing, unless the Investors otherwise agree in writing, the Company shall,    
and shall cause each of its Significant Subsidiaries to, (i) conduct its        
business only in the ordinary course and consistent with past practice; (ii)    
use reasonable best efforts to preserve and maintain its assets and properties  
and its relationships with its customers, suppliers, advertisers,               
distributors, agents, officers and employees and other Persons with which it    
has significant business relationships; (iii) use reasonable best efforts to    
maintain all of the material assets it owns or uses in the ordinary course of   
business consistent with past practice; (iv) use reasonable best efforts to     
preserve the goodwill and ongoing operations of its business; (v) maintain its  
books and records in the usual, regular and ordinary manner, on a basis         
consistent with past practice; and (vi) comply in all material respects with    
applicable Laws; provided, however, that during such period the Company and     
its Significant Subsidiaries shall be permitted to take all actions as set      
forth in Section 2.06 of the Governance Agreement which would not require the   
approval of a majority of the directors appointed by the Investors to the       
Board; provided, however, that the Company                                      

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shall not issue any shares of Common Stock unless the Investors consent in      
writing to the offering price for such shares of Common Stock. Except as        
expressly contemplated by this Agreement or as set forth on Schedule 4.1,       
between the date of this Agreement and the Closing, the Company shall not, and  
shall cause each of its Significant Subsidiaries not to, do any of the          
following without the prior written consent of the Investors, which consent     
shall not be unreasonably withheld or delayed:                                  

 (a) amend the Company's certificate of incorporation or bylaws or other
organizational documents except pursuant to Section 4.2 of this Agreement;      

   (b) take any action that is reasonably likely to result in (i) any of the
representations and warranties set forth in Article II becoming false or        
inaccurate in any material respect as of the Closing Date or (ii) any of the    
conditions to the obligations of the Investors set forth in Section 5.2 not     
being satisfied; or                                                             

(c) agree to take any of the actions restricted by this Section 4.1.  

4.2. Amendment of By-Laws of the Company. Simultaneously with the     
Closing, the By-Laws shall be in full force and effect and following the        
Closing, the Company shall use its reasonable best efforts to ensure that the   
By-Laws will not be inconsistent, at any time, with any of the terms and        
provisions contained in the Governance Agreement.                               

  4.3. HSR Act; Other Filings. Each of the Investors and the Company shall
cooperate in making required filings under the HSR Act, the German Act Against  
Restraints of Competition and any other foreign governmental and regulatory     
filings, notices and approvals required to be made or obtained as contemplated  
by Section 5.1(f) hereof, and shall use its commercially reasonable efforts to  
take, or cause to be taken, all actions necessary, proper or advisable to       
consummate and make effective as promptly as practicable the transactions       
contemplated by this Agreement.                                                 

4.4. Consents; Approvals. Except as set forth in Schedule 4.4, the    
Company shall use its commercially reasonable efforts to obtain, as promptly    
as practicable, all consents, waivers, exemptions, approvals, authorizations    
or orders (collectively, "Consents") (including, without limitation (i) all     
Consents required to avoid any breach, violation, default, encumbrance or       
right of termination, modification, cancellation, prepayment, suspension,       
limitation, revocation or acceleration of any material agreement or instrument  
to which the Company is a party or its properties or assets are bound, (ii)     
all Consents pursuant to the Company's or any of the Subsidiaries' financing    
documents, including all indentures and credit agreements of the Company or     
any of the Subsidiaries and the Consent of the Majority Lenders under the       
Credit Agreement, and (iii) all United States and foreign governmental and      
regulatory rulings                                                              

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and approvals), required in connection with the consummation of the             
transactions contemplated by the Stock Purchase Agreement, the Governance       
Agreement and the Registration Rights Agreement, in each case as promptly as    
practicable, except where the failure to obtain such Consents would not,        
individually or in the aggregate, have a Material Adverse Effect.               

 4.5. Listing. The Company shall use its commercially reasonable efforts
to continue to have its Common Stock listed on the New York Stock Exchange or   
a national securities exchange for so long as the Investors own any Shares.     

4.6. No Solicitation. The Company agrees that, from the date hereof   
until the earlier of (x) the Closing and (y) termination of this Agreement,     
(i) it shall not, and it shall cause its agents, affiliates, representatives,   
and any other person acting on its behalf, not to, directly or indirectly, (a)  
provide any information concerning the Company or Ciba to any third party       
(other than the Investors and their Affiliates, representatives and agents)     
expressing an interest in acquiring all or a portion of the Shares or (b)       
solicit, negotiate with respect to, facilitate, or approve any sale or offer    
for the purchase of all or any portion of the Shares, or options or warrants    
to purchase all or any portion of the Shares or any securities convertible      
into or exchangeable for all or any portion of the Shares, and it shall         
terminate any existing activities or discussions with any party other than the  
Investors with respect to the foregoing and (ii) it shall promptly advise the   
Investors of any inquiry, request or proposal relating thereto that may be      
received, including the terms of such inquiry, request or proposal and the      
identity of the inquirer, requestor or offeror; provided, that the Company may  
(I) at any time prior to the Closing Date, if the Company is not otherwise in   
violation of this Section 4.6, provide information to, and negotiate or         
otherwise engage in discussions with, any party who delivers a written          
proposal relating to (a) an acquisition of all or a portion of the Common       
Stock (including the Shares), (b) a tender or exchange offer, (c) a merger,     
consolidation or other business combination involving the Company or any of     
its Subsidiaries, or (d) an offer to acquire in any manner a greater than 20%   
equity interest in, or more than 20% of the assets of, the Company or any of    
its Subsidiaries, if and so long as the Board determines in good faith by a     
majority vote, based upon advice of its outside legal counsel, that failing to  
take such action would reasonably be expected to constitute a breach of the     
fiduciary duties of the Board; and (II) take a position with respect to such    
proposal, or amend or withdraw such position, as required by Rule 14d-9 or      
Rule 14e-2 promulgated under the Exchange Act.                                  

  4.7. Cooperation . Subject to Section 4.6, each of the Investors and the
Company agrees to use its commercially reasonable efforts to take, or cause to  
be taken, all such further actions as shall be necessary to make effective and  
consummate the transactions contemplated by this Agreement.                     

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4.8. Capitalization Certificate. After the close of business on the   
business day immediately prior to the Closing, the Company shall deliver to     
the Investors and Ciba a certificate executed by the Company's Chief Financial  
Officer which certificate shall specify the number of shares of Common Stock    
issued and outstanding as of the close of business on such date.                

4.9. Execution and Delivery of Agreements by the Company. Subject to  
Section 4.6, prior to or simultaneously with the Closing, the Company shall     
execute and deliver (i) the Governance Agreement and the Registration Rights    
Agreement (in each case upon satisfaction or waiver of the conditions set       
forth in Sections 5.1 and 5.3 hereto) and (ii) the Supplemental Indenture.      

  4.10. Execution and Delivery of Agreements by the Investors. Prior to or
simultaneously with the Closing, upon satisfaction or waiver of the conditions  
set forth in Sections 5.1 and 5.2, the Investors shall execute and deliver the  
Governance Agreement and the Registration Rights Agreement.                     

ARTICLE V 

CONDITIONS  

5.1. Conditions to Obligations of the Investors and the Company. The  
respective obligations of the Investors and the Company to execute and deliver  
the Governance Agreement and the Registration Rights Agreement are subject to   
the satisfaction or waiver at or prior to the Closing of each of the following  
conditions:                                                                     

(a) No statute, rule or regulation or order of any court or           
administrative agency shall be in effect which prohibits the consummation of    
the transactions contemplated hereby;                                           

(b) The transactions contemplated by the Stock Purchase Transaction   
Documents shall have been consummated simultaneously with the closing           
hereunder;                                                                      

 (c) The Company shall have received the Consent of the Majority Lenders
under the Credit Agreement, which Consent shall be reasonably acceptable to     
the Investors and the Company;                                                  

(d) Any waiting period (and any extension thereof) under the HSR Act  
applicable to this Agreement and the transactions contemplated hereby shall     
have expired or been terminated;                                                

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   (e) The German Federal Cartel Office shall have approved the transactions
contemplated hereby; and                                                        

 (f) The Company and/or the Investors shall have made any other material
foreign governmental and regulatory filings, given all material notices and     
obtained any material approvals that the Company and the Investors reasonably   
agree are required in connection with the consummation of the transactions      
contemplated by the Stock Purchase Agreement, this Agreement, the Governance    
Agreement, the Registration Rights Agreement and the Ciba Documents.            

  5.2. Conditions to Obligations of the Investors . The obligations of the
Investors to execute and deliver the Governance Agreement and the Registration  
Rights Agreement shall be subject to the satisfaction or waiver at or prior to  
the Closing of each of the following conditions:                                

 (a) Each of the representations and warranties of the Company contained
in this Agreement shall be true and correct when made and as of the Closing     
(except to the extent such representations and warranties are made as of a      
particular date, in which case such representations and warranties shall have   
been true and correct in all material respects as of such date);                

(b) The Company shall have performed, satisfied and complied in all   
material respects with all of their covenants and agreements set forth in this  
Agreement to be performed, satisfied and complied with prior to or at the       
Closing;                                                                        

(c) The Company shall have delivered to the Investors an officer's    
certificate certifying as to the Company's compliance with the conditions set   
forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section      
5.2;                                                                            

(d) The Investors shall have received a reasonably acceptable opinion 
from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company,          
addressing the due authorization and enforceability of this Agreement with      
respect to the Company and the representations and warranties made by the       
Company in Section 2.6 of this Agreement;                                       

(e) The Ciba Documents shall be in full force and effect;             

  (f) The agreements, each dated as of the date hereof, from the Company's
employees set forth on Exhibit F to the Stock Purchase Agreement shall be in    
full force and effect as of the Closing; and                                    

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(g) Mr. John J. Lee's employment agreement attached hereto as Exhibit E and     
all other agreements contemplated thereby shall be in full force and effect as  
of the Closing;                                                                 

5.3. Conditions to Obligations of the Company . The obligations of the
Company to execute and deliver the Governance Agreement and the Registration    
Rights Agreement shall be subject to the satisfaction or waiver at or prior to  
the Closing of each of the following conditions:                                

   (a) Each of the representations and warranties of the Investors contained
in this Agreement shall be true and correct when made and as of the Closing     
(except to the extent such representations and warranties are made as of a      
particular date, in which case such representations and warranties shall have   
been true and correct in all material respects as of such date);                

(b) The Investors shall have performed, satisfied and complied in all 
material respects with all of its covenants and agreements set forth in this    
Agreement to be performed, satisfied and complied with prior to or at the       
Closing Date;                                                                   

(c) The Investors shall have delivered to the Company an officer's    
certificate certifying as to the Investors' compliance with the conditions set  
forth in clause (a) of Section 5.1 and clauses (a) and (b) of this Section      
5.3;                                                                            

   (d) The trustee under the Indenture shall have executed and delivered the
Supplemental Indenture; and                                                     

  (e) The Company shall have received a reasonably acceptable opinion from
Fried, Frank, Harris, Shriver & Jacobson, counsel to the Investors, addressing  
the due authorization and enforceability of this Agreement with respect to the  
Investors and the representations and warranties made by the Investors in       
Section 3.3 of this Agreement.                                                  

ARTICLE VI  

TERMINATION 

 6.1. Termination. This Agreement shall terminate automatically, without
any further action required by the parties hereto, upon the earlier of (i) the  
termination of the Stock Purchase Agreement, or (ii) the latest of (A)          
November 9, 2000, if the Closing shall not have occurred by such date, (B)      
November 27, 2000, if the Closing shall not have occurred by such date and if   
the condition set forth in Section 5.1(c) shall not have been satisfied on or   
prior to November 27, 2000, (C) two business days after the                     

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satisfaction of the conditions set forth in Sections 5.1(d), 5.1(e) and 5.1(f)  
hereof (the earlier of such dates referred to in (i) and (ii) above, the        
"Termination Date"); provided, however, that if the Company receives an         
Acquisition Proposal with respect to which the Board has made a determination   
pursuant to Section 4.6 hereof, and the Company executes a definitive           
agreement with respect to such Acquisition Proposal prior to the Termination    
Date, the Company, by a vote of a majority of the Independent Directors, can    
elect to terminate this Agreement prior to the Termination Date by delivering   
written notice of such termination to the Investors. Notwithstanding the        
foregoing, if the Company terminates this Agreement upon execution of a         
definitive agreement with respect to an Acquisition Proposal, then upon the     
earlier of (x) the date such Acquisition Proposal is abandoned or terminated    
and (y) 120 days after execution of such definitive agreement, if the           
transactions contemplated by such Acquisition Proposal are not consummated      
within such 120 day period, this Agreement shall be automatically reinstated    
and the "Termination Date" shall be deemed to be the earlier of (i) the         
termination of the Stock Purchase Agreement, or (ii) 21 business days after     
the date of such reinstatement if the Closing shall not have occurred by such   
date.                                                                           

6.2. Effect of Termination. In the event of the termination of this   
Agreement pursuant to Section 6.1, this Agreement shall forthwith become void   
and there shall be no liability on the part of any party hereto (or any         
stockholder, director, officer, partner, employee, agent, consultant or         
representative of such party) except as set forth in this Section 6.2,          
provided that nothing contained in this Agreement shall relieve any party from  
liability for any breach of the representations and warranties set forth in     
Articles II and III of this Agreement (subject to Section 7.4) or of the        
covenants set forth in Article IV of this Agreement and provided further that   
this Section 6.2 and Sections 7.1, 7.2, 7.3, 7.4, 8.2, 8.3, 8.7, 8.12, 8.13     
and 8.14 shall survive termination of this Agreement.                           

ARTICLE VII 

INDEMNIFICATION 

 7.1. Survival. The representations and warranties of the parties hereto
contained in this Agreement shall expire twelve months after the Closing Date,  
except that the representations and warranties set forth in Sections 2.1(a),    
2.2 and 2.3 shall survive until the expiration of the applicable statute of     
limitations (including any extensions thereof). After the expiration of such    
periods, any claim by a party hereto based upon any such representation or      
warranty shall be of no further force and effect, except to the extent a party  
has asserted a claim in accordance with this Article VII for breach of any      
such representation or warranty prior to the expiration of such period, in      
which event any representation or warranty to which such claim relates shall    
survive with respect to such claim until such claim is resolved as provided in  
this Article VII. The                                                           

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covenants and agreements of the parties hereto contained in this Agreement      
shall survive the Closing until performed in accordance with their terms.       

7.2. Indemnification. (a) The Company shall indemnify, defend and hold
harmless the Investors, their Affiliates, and their respective officers,        
directors, partners, members, employees, agents, representatives, successors    
and assigns (each an "Investor Indemnified Person") from and against all        
Losses incurred or suffered by an Investor Indemnified Person arising from (i)  
the breach of any of the representations or warranties made by the Company in   
this Agreement or (ii) the breach of any covenant or agreement made by the      
Company in this Agreement.                                                      

  (b) The Investors shall indemnify, defend and hold harmless the Company,
its Affiliates, and their respective officers, directors, partners, members,    
employees, agents, representatives, successors and assigns (each a "Company     
Indemnified Person") from and against all Losses incurred or suffered by a      
Company Indemnified Person arising from (i) the breach of any of the            
representations or warranties made by the Investors in this Agreement or (ii)   
the breach of any covenant or agreement made by the Investors in this           
Agreement.                                                                      

(c) No claim may be made against the Company for indemnification with 
respect to breaches of representations and warranties pursuant to Section       
7.2(a)(i) above with respect to any Losses unless the aggregate amount of       
Losses incurred by the Investor Indemnified Persons thereunder exceeds          
$1,597,750, and the Company shall then only be liable for one-third of such     
Losses that exceed $1,597,750. The maximum amount recoverable under Section     
7.2(a)(i) shall be $10,000,000. No claim may be made against the Investors for  
indemnification with respect to breaches of representations and warranties      
pursuant to Section 7.2(b)(i) above with respect to any Losses unless the       
aggregate amount of Losses incurred by the Company Indemnified Persons          
thereunder exceeds $1,597,750, and the Investors shall then only be liable for  
one-third of such Losses that exceed $1,597,750. The maximum amount             
recoverable under Section 7.2(b)(i) shall be $10,000,000.                       

   (d) No Investor Indemnified Person may pursue a claim for indemnification
under Section 7.2(a)(i) after the first anniversary of the Closing Date unless  
prior to such anniversary such Investor Indemnified Person submits a good       
faith, reasonably detailed claim in writing that such Investor Indemnified      
Person reasonably believes is based on factual contentions that have            
evidentiary support and that such Investor Indemnified Person has incurred or   
will incur a Loss, which in the case of claims related to Sections 2.5 and 2.7  
of this Agreement may be based upon facts that such Investor Indemnified        
Person had knowledge of at or prior to the Closing Date only if such claim      
also relies upon a materially adverse occurrence or development that occurs     
after the Closing Date. In no case shall any payment be made (A) in the case    
of an                                                                           

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indemnification claim under Section 7.2(a)(i) or 7.2(a)(ii) until a Loss        
occurs or (B) in the case of an indemnification claim under Section 7.2(a)(i)   
for any Loss incurred after the date that is 30 months after the Closing Date.  
No Person shall have any liability to any Investor Indemnified Person under     
Section 7.2(a)(i) for any breach of a representation or warranty to the extent  
that a claim for indemnification is based upon facts of which any Investor      
Indemnified Person had knowledge on or prior to the Closing Date, unless such   
claim also relies upon a materially adverse occurrence or development that      
occurs after the Closing Date. For purposes of this Section 7.2(d), (i) the     
Investors shall only be deemed to have knowledge of a fact if any of the        
Persons listed on Schedule 7.2 has knowledge of the particular fact and (ii)    
such individual shall be deemed to have knowledge only to the extent of his     
knowledge of such fact.                                                         

   7.3. Procedure for Indemnification. (a) If an Investor Indemnified Person
or a Company Indemnified Person (such Person being referred to as the           
"Indemnitee") shall receive notice or otherwise learn of the assertion by a     
Person who is not a party to this Agreement of any claim or of the              
commencement by any such Person of any action (a "Claim") with respect to       
which the other party (the "Indemnifying Party") may be obligated to provide    
indemnification, such Indemnitee shall give such Indemnifying Party written     
notice thereof promptly after becoming aware of such Claim; provided, that the  
failure of any Indemnitee to give notice as provided in this Section 7.3 shall  
not relieve the applicable Indemnifying Party of its obligations under this     
Article VII, except to the extent that such Indemnifying Party is prejudiced    
by such failure to give notice; provided, further, that the applicable          
Indemnifying Party shall have no obligations under this Article VII unless      
such written notice is received by the Indemnifying Party within the survival   
periods set forth in Section 7.1. Such notice shall describe the Claim in       
reasonable detail, and shall indicate the amount (estimated if necessary) of    
the Loss that has been or may be sustained by or is claimed against such        
Indemnitee. Such notice shall be a condition precedent to any liability of any  
Indemnifying Party for any Claim under the provisions for indemnification       
contained in this Agreement.                                                    

 (b) An Indemnifying Party may elect to compromise, settle or defend, at
such Indemnifying Party's own expense and by such Indemnifying Party's own      
counsel, any Claim; provided, however, that the Indemnifying Party shall not    
compromise, settle or defend a Claim without the consent of the Indemnitee      
(which consent shall not be unreasonably withheld). If an Indemnifying Party    
elects to compromise, settle or defend a Claim, it shall, within 30 days of     
the receipt of notice from an Indemnitee pursuant to Section 7.3(a) (or         
sooner, if the nature of such Claim so requires), notify the applicable         
Indemnitee of its intent to do so, and such Indemnitee shall cooperate in the   
compromise or settlement of, or defense against, such Claim. After notice from  
an Indemnifying Party to an Indemnitee of its election to assume the defense    
of a Claim, such Indemnifying Party shall not be liable to such Indemnitee      
under this Article VII for any legal or other                                   

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expenses subsequently incurred by such Indemnitee in connection with the        
defense thereof (except expenses approved in advance by the Indemnitee);        
provided, that such Indemnitee shall have the right to employ one separate      
counsel reasonably satisfactory to the Indemnifying Party to represent such     
Indemnitee if the defendants in any such claim included both the Indemnifying   
Party and the Indemnitee and, in such Indemnitee's reasonable judgment, a       
conflict of interest between such Indemnitee and such Indemnifying Party        
exists in respect of such claim, and in that event the reasonable fees and      
expenses of such separate counsel shall be paid by such Indemnifying Party. If  
an Indemnifying Party elects not to compromise, settle or defend against a      
Claim, or fails to notify an Indemnitee of its election as provided in this     
Section 7.3 within 30 days of notice from the Indemnitee pursuant to Section    
7.3(a), such Indemnitee may compromise, settle or defend such Claim.            

  (c) If an Indemnifying Party chooses to defend any claim, the applicable
Indemnitee shall make available to such Indemnifying Party any personnel or     
any books, records or other documents within its control that are necessary or  
appropriate for such defense.                                                   

(d) If the amount of any Loss shall, at any time subsequent to payment
pursuant to this Agreement, be reduced by recovery, settlement or otherwise,    
the amount of such reduction, less any expenses incurred in connection          
therewith, shall promptly be repaid by the applicable Indemnitee to the         
applicable Indemnifying Party.                                                  

   (e) In the event of payment by an Indemnifying Party to any Indemnitee in
connection with any Claim, such Indemnifying Party shall be subrogated to and   
shall stand in the place of such Indemnitee as to any events or circumstances   
in respect of which such Indemnitee may have any right or claim relating to     
such Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a   
reasonable manner, and, at the cost and expense of such Indemnifying Party, in  
prosecuting any subrogated right or claim.                                      

7.4. Sole Remedy. Except in the case of fraud, the rights to          
indemnification provided for in this Article VII for a breach of                
representations or warranties by the Investors (in the case of indemnification  
pursuant to Section 7.2(b)(i)) or the Company (in the case of indemnification   
pursuant to Section 7.2(a)(i)) shall constitute the sole remedy of the Company  
and the Investors, respectively, for such breach, and the Company and the       
Investors shall have no other liability or damages to the other party           
resulting from any such breach.                                                 

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ARTICLE VIII  

MISCELLANEOUS 

   8.1. Defined Terms; Interpretations. The following terms, as used herein,
shall have the following meanings:                                              

   "Acquisition Proposal" shall mean a bona-fide written offer by any Person
not affiliated with the Company relating to (a) a merger, consolidation or      
other business combination involving the Company, or (b) an offer to acquire    
in any manner a greater than 50% equity interest in, or more than 50% of the    
assets of, the Company and its Subsidiaries taken as a whole.                   

   "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act.                       

"Agreement" shall have the meaning ascribed thereto in the preamble.  

"Board" shall have the meaning ascribed thereto in the recitals.      

"Ciba" shall have the meaning ascribed thereto in the recitals.       

"Ciba SCH" shall have the meaning ascribed thereto in the recitals.   

"Ciba SCI" shall have the meaning ascribed thereto in the recitals.   

   "Ciba Documents" shall mean the Consent and Termination Agreement and the
Supplemental Indenture.                                                         

  "Ciba Indenture" shall have the meaning ascribed thereto in Section 2.6.

"Claim" shall have the meaning ascribed thereto in Section 7.3(a).    

 "Closing" shall have the meaning ascribed thereto in the Stock Purchase
Agreement.                                                                      

  "Closing Date" shall mean have the meaning ascribed thereto in the Stock
Purchase Agreement.                                                             

 "Common Stock" shall have the meaning ascribed thereto in the recitals.

"Company" shall have the meaning ascribed thereto in the preamble.    

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 "Company Indemnified Person" shall have the meaning ascribed thereto in
Section 7.2(b).                                                                 

"Consent and Termination Agreement" shall mean the Consent and        
Termination Agreement, dated the date hereof, between the Company and Ciba      
SCH.                                                                            

"Consents" shall have the meaning ascribed thereto in Section 4.4.    

"Credit Agreement" shall mean the Second Amended and Restated Credit  
Agreement, dated as of September 15, 1998, as amended, among the Company,       
certain of its subsidiaries, the Lenders parties thereto, Citibank N.A. and     
Credit Suisse First Boston.                                                     

"DGCL" shall mean the Delaware General Corporation Law.               

   "Encumbrances" shall have the meaning ascribed thereto in Section 2.1(b).

"ERISA" shall have the meaning ascribed thereto in Section 2.10(a).   

"ERISA Affiliate" shall have the meaning ascribed thereto in Section  
2.10(a).                                                                        

"Exchange Act" shall mean the Securities Exchange Act of 1934, as     
amended, or any successor federal statute, and the rules and regulations of     
the SEC thereunder, all as the same shall be in effect at the time. Reference   
to a particular section of the Securities Exchange Act of 1934, as amended,     
shall include reference to the comparable section, if any, of any such          
successor federal statute.                                                      

 "Existing Governance Agreement" shall have the meaning ascribed thereto
in Section 2.6.                                                                 

"GAAP" shall have the meaning ascribed thereto in Section 2.5.        

"Governance Agreement" shall have the meaning ascribed thereto in the 
recitals.                                                                       

"Governmental Entity" shall mean any supernational, national, foreign,
federal, state or local judicial, legislative, executive, administrative or     
regulatory body or authority.                                                   

  "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.                     

 "Indemnifying Party" shall have the meaning ascribed thereto in Section
7.3(a).                                                                         

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 "Indemnitee" shall have the meaning ascribed thereto in Section 7.3(a).

   "Independent Director" shall mean any director of the Company who was not
nominated to the Board by Ciba and who (i) is not and has never been an         
officer, employee or director of Ciba or any affiliate (other than the          
Company) or associate of Ciba and (ii) has no affiliation or compensation,      
consulting or contractual relationship with Ciba or any of its affiliates       
(other than the Company) such that a reasonable person would regard such        
director as likely to be unduly influenced by Ciba or any of its affiliate      
(other than the Company).                                                       

"Investors" shall have the meaning ascribed thereto in the preamble.  

  "Investor Indemnified Person" shall have the meaning ascribed thereto in
Section 7.2(a).                                                                 

"Knowledge" shall mean, with respect to the Company, the knowledge of 
William D. Bennison, James N. Burns, Kirk G. Forbeck, Stephen C. Forsyth,       
William Hunt, John J. Lee, Ira J. Krakower, Harold E. Kinne, Joseph H.          
Shaulson, Justin P.S. Taylor and David R. Tanonis.                              

"Laws" shall include all foreign, federal, state, and local laws,     
statutes, ordinances, rules, regulations, orders, judgments, decrees and        
bodies of law.                                                                  

"Licenses" shall have the meaning ascribed thereto in Section 2.7.    

 "Litigation" shall have the meaning ascribed thereto in Section 2.9(a).

  "Losses" shall mean each and all of the following items: claims, losses,
liabilities, obligations, payments, damages (actual or punitive), charges,      
judgments, fines, penalties, amounts paid in settlement, costs and expenses     
(including, without limitation, interest which may be imposed in connection     
therewith, costs and expenses of investigation, actions, suits, proceedings,    
demands, assessments and fees, expenses and disbursements of counsel,           
consultants and other experts).                                                 

  "Majority Lenders" shall have the meaning ascribed thereto in the Credit
Agreement.                                                                      

"Material Adverse Effect" shall mean a material adverse effect on the 
properties, business, prospects (but only with respect to the representations   
and warranties contained in Sections 2.5 and 2.7), operations, results of       
operations, earnings, assets, liabilities or condition (financial or            
otherwise) of the Company and its Subsidiaries taken as a whole.                

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  "Person" shall mean any individual, firm, corporation, limited liability
company, partnership, company or other entity, and shall include any successor  
(by merger or otherwise) of such entity.                                        

"Plans" shall have the meaning ascribed thereto in Section 2.10(a).   

 "Registration Rights Agreement" shall have the meaning ascribed thereto
in the recitals.                                                                

"SEC" shall mean the Securities and Exchange Commission.              

"SEC Reports" shall have the meaning ascribed thereto in Section 2.4. 

"Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the SEC         
thereunder, all as the same shall be in effect at the time. Reference to a      
particular section of the Securities Act shall include reference to the         
comparable section, if any, of such successor federal statute.                  

"Shares" shall have the meaning ascribed thereto in the recitals.     

"Significant Subsidiaries" shall have the meaning ascribed thereto in 
Rule 1-02 of Regulation S-X (17 CFR 210).                                       

   "Stock Purchase Agreement" shall have the meaning ascribed thereto in the
recitals.                                                                       

"Stock Purchase Transaction Documents" shall have the meaning ascribed
thereto in the recitals.                                                        

 "Subsidiary" shall mean as to any Person, each corporation, partnership
or other entity of which shares of capital stock or other equity interests      
having ordinary voting power (other than capital stock or other equity          
interests having such power only by reason of the happening of a contingency)   
to elect a majority of the board of directors or other managers of such         
corporation, partnership or other entity are at the time owned, directly or     
indirectly, or the management of which is otherwise controlled, directly or     
indirectly, or both, by such Person.                                            

"Supplemental Indenture" shall mean the Supplemental Indenture, as    
contemplated by Section 3.02 of the Consent and Termination Agreement, between  
the Company and First Trust of California, National Association.                

8.2. Fees and Expenses. All costs and expenses incurred in connection 
with this Agreement shall be paid by the party incurring such costs or          
expense.                                                                        

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8.3. Public Announcements. The Investors and the Company shall consult
with each other before issuing any press release with respect to this           
Agreement or the transactions contemplated hereby and neither shall issue any   
such press release or make any such public statement without the prior consent  
of the other, which consent shall not be unreasonably withheld or delayed;      
provided, however, that a party may, without the prior consent of the other     
party, issue such press release or make such public statement as may upon the   
advice of counsel be required by Law or any exchange on which the Company's     
securities are listed and, to the extent time permits, it has used all          
reasonable efforts to consult with the other party prior thereto.               

   8.4. Further Assurances. Subject to Section 4.6, at any time or from time
to time after the Closing, the Company, on the one hand, and the Investors, on  
the other hand, agree to cooperate with each other, and at the request of the   
other party, to execute and deliver any further instruments or documents and    
to take all such further action as the other party may reasonably request in    
order to evidence or effectuate the consummation of the transactions            
contemplated hereby or by the Governance Agreement or the Registration Rights   
Agreement and to otherwise carry out the intent of the parties hereunder or     
thereunder.                                                                     

 8.5. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the Company and the Investors and their respective successors,       
permitted assigns, heirs and personal representatives, provided that prior to   
the Closing the Company may not assign its rights or obligations under this     
Agreement to any Person without the prior written consent of the Investors,     
and provided further that the Investors may not assign their rights or          
obligations under this Agreement to any Person (other than an "Investor" (as    
defined in the Governance Agreement)) without the prior written consent of the  
Company. In addition, and whether or not any express assignment has been made,  
the provisions of this Agreement which are for each Investor's benefit as       
purchaser and holder of Shares are also for the benefit of, and enforceable     
by, any "Investor" (as defined in the Governance Agreement).                    

8.6. Entire Agreement. This Agreement contains the entire agreement   
between the parties with respect to the subject matter hereof and supersede     
all prior and contemporaneous arrangements or understandings with respect       
thereto including the Letter Agreement, dated September 15, 2000, between GS    
Capital Partners 2000, L.P. and the Company, as amended prior to the date       
hereof and the Confidentiality Agreement, dated June 19, 2000 between Goldman,  
Sachs & Co. and the Company.                                                    

8.7. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a       
written instrument delivered in person or sent by telecopy, nationally          
recognized overnight courier or first class registered or certified mail,       
return receipt requested, postage prepaid,                                      

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addressed to such party at the address set forth below or such other address    
as may hereafter be designated in writing by such party to the other parties:   

(i)  if to the Company, to:             

Hexcel Corporation            
Two Stamford Plaza            
281 Tresser Boulevard         
16th Floor                    
  Stamford, Connecticut 06901-3238
Telecopy No.: (203) 358-3972  
  Attention: Ira J. Krakower, Esq.
                       Vice President, General Counsel
     and Secretary

                       with a copy to each of the following (which shall not
constitute notice):           

          Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square             
New York, New York 10036      
Telecopy No.: (212) 735-2000  
 Attention: Joseph A. Coco, Esq.

          Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas   
New York, New York 10019-6064 
Telecopy No.: (212) 757-3990  
   Attention: Judith R. Thoyer, Esq.

(ii) if to the Investors, to:           

               c/o Goldman Sachs Capital Partners 2000, L.P.
85 Broad Street               
New York, New York 10004      
Telecopy No.: (212) 357-5505  
Attention: Mr. Sanjeev Mehra  

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                     with a copy to (which shall not constitute notice):

          Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza            
New York, New York 10004      
Telecopy No.: (212) 859-8587  
      Attention: Robert C. Schwenkel, Esq.

All such notices, requests, consents and other communications shall be
deemed to have been given or made if and when delivered personally or by        
overnight courier to the parties at the above addresses or sent by electronic   
transmission, with confirmation received, to the telecopy numbers specified     
above (or at such other address or telecopy number for a party as shall be      
specified by like notice).                                                      

8.8. Amendments. The terms and provisions of this Agreement may be    
modified or amended, or any of the provisions hereof waived, temporarily or     
permanently, in a writing executed and delivered by the Company and the         
Investors. No waiver of any of the provisions of this Agreement shall be        
deemed to or shall constitute a waiver of any other provision hereof (whether   
or not similar). No delay on the part of any party in exercising any right,     
power or privilege hereunder shall operate as a waiver thereof.                 

8.9. Counterparts. This Agreement may be executed in any number of    
counterparts, and each such counterpart hereof shall be deemed to be an         
original instrument, but all such counterparts together shall constitute but    
one agreement.                                                                  

  8.10. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a      
part of this Agreement.                                                         

  8.11. Nouns and Pronouns. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter       
forms, and the singular form of names and pronouns shall include the plural     
and vice versa.                                                                 

   8.12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE  
PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE     
NEW YORK GENERAL OBLIGATIONS LAW.                                               

8.13. Submission to Jurisdiction. Each of the parties hereto hereby   
irrevocably and unconditionally consents to submit to the exclusive             
jurisdiction of the                                                             

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courts of the State of New York and of the United States of America, in each    
case located in the County of New York, for any Litigation arising out of or    
relating to this Agreement or the other Transaction Documents and the           
transactions contemplated hereby and thereby (and agrees not to commence any    
Litigation relating hereto or thereto except in such courts), and further       
agrees that service of any process, summons, notice or document by U.S.         
registered mail to its respective address set forth in this Agreement shall be  
effective service of process for any Litigation brought against it in any such  
court. Each of the parties hereto hereby irrevocably and unconditionally        
waives any objection to the laying of venue of any Litigation arising out of    
this Agreement or the transactions contemplated hereby in the courts of the     
State of New York or the United States of America, in each case located in the  
County of New York, hereby further irrevocably and unconditionally waives and   
agrees not to plead or claim in any such court that any such Litigation         
brought in any such court has been brought in an inconvenient forum.            

8.14. WAIVER OF JURY TRIAL. THE COMPANY AND THE INVESTORS HEREBY WAIVE
ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,            
PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN     
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DOCUMENTS.                    

 8.15. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid, but if any    
provision of this Agreement is held to be invalid or unenforceable in any       
respect, such invalidity or unenforceability shall not render invalid or        
unenforceable any other provision of this Agreement.                            

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 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.                              

HEXCEL CORPORATION                                                              

By: /s/ John J. Lee                                                             
--------------------------------                                        
Name:  John J. Lee                                                      
Title: Chief Executive Officer                                          

LXH, L.L.C.                                                                     

By: GS Capital Partners 2000, L.P.,                                             
its Managing Member                                                     

By: GS Advisors 2000, LLC, its general partner                                  

By: /s/ Katherine L. Nissenbaum                                         
--------------------------------                                
Name:   Katherine L. Nissenbaum                                 
Title:  Vice President                                          

LXH II, L.L.C.                                                                  

By: GS Capital Partners 2000 Offshore, L.P.,                                    
its Managing Member                                                     

By: GS Advisors 2000, LLC, its general partner                                  

By: /s/ Katherine L. Nissenbaum                                         
--------------------------------                                
Name:  Katherine L. Nissenbaum                                  
Title: Vice President                                           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/27/00		16
		11/9/00		16
Filed on:		10/13/00							8-K
		10/11/00		1		2
		10/6/00		5
		9/24/00		9
		9/15/00		25
		6/30/00		6		7			10-Q
		6/19/00		25
		12/31/99		6					10-K
		9/15/98		22
		1/1/97		5
		2/29/96		6					8-K
		1/1/93		7
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