November 7, 2006 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Blackstone Capital Partners (Cayman) Ltd. 1 ("BCP 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("BCP 2"), Blackstone Capital Partners...Underwriting Agreement • November 8th, 2006 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
RECITALSSupplemental Indenture • November 3rd, 2004 • Celanese CORP • New York
AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This Amendment No. 2 to the Third Amended and Restated Shareholders' Agreement, dated as of October 31, 2005, as amended (the "Agreement"), by and among Celanese Corporation, a...Shareholder Agreement • March 31st, 2006 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
FIRST AMENDMENTCredit Agreement • November 3rd, 2004 • Celanese CORP • New York
LOAN AGREEMENT Dated as of June 8, 2004,Loan Agreement • November 3rd, 2004 • Celanese CORP • New York
CREDIT AGREEMENT Dated as of April 6, 2004,Credit Agreement • November 3rd, 2004 • Celanese CORP • New York
22,106,597 SHARES CELANESE CORPORATION SERIES A COMMON STOCK, PAR VALUE $.0001 PER SHARE UNDERWRITING AGREEMENT May 14, 2007Underwriting Agreement • May 16th, 2007 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 29th, 2005 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2004 • Celanese CORP • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 31, 2005 (the "Date of Hire") by and between Celanese Corporation (the "Company") and John J. Gallagher III (the "Executive"). The Company desires to employ...Employment Agreement • August 31st, 2005 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated February 23, 2005 by and between Celanese Corporation (the "Company") and Corliss Nelson (the "Executive"). The Company desires to employ Executive and to enter into an agreement...Employment Agreement • March 31st, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
SECOND AMENDMENTCredit Agreement • November 3rd, 2004 • Celanese CORP • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • November 3rd, 2004 • Celanese CORP • New York
Exhibit 10.14 GUARANTEE AND COLLATERAL AGREEMENT dated and effective as ofGuarantee and Collateral Agreement • November 3rd, 2004 • Celanese CORP • New York
THIRD AMENDMENTCredit Agreement • November 3rd, 2004 • Celanese CORP • New York
Amendment No. 1 to the Third Amended and Restated Shareholders’ Agreement This Amendment No 1 to the Third Amended and Restated Shareholders’ Agreement, dated as of October 31, 2005, as amended (the “Agreement”), by and among Celanese Corporation, a...Shareholder Agreements • November 29th, 2005 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated February 23, 2005 by and between Celanese Corporation (the "Company") and Andreas Pohlmann (the "Executive"). The Company desires to employ Executive and to enter into an agreement...Employment Agreement • March 31st, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
David N. Weidman Phone: 972-443-4000 Fax: 972-443-4880 February 23, 2005 Mr. Andreas Pohlmann 1601 W. LBJ Freeway Dallas, Texas 75234 Dear Andreas: Celanese Corporation (the "COMPANY") hereby grants to you the following cash bonus award, which shall...Bonus Agreement • March 31st, 2005 • Celanese CORP • Industrial inorganic chemicals • Delaware
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • July 10th, 2019 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
WHEREAS, the parties hereto (other than PNC and PNCCM) have entered into that certain Receivables Purchase Agreement, dated as of August 28, 2013 (as amended by Amendment No. 1, dated as of August 31, 2013, Amendment No. 2, dated as of October 20, 2014, Amendment No. 3, dated as of February 2, 2015, the Omnibus Amendment, dated as of December 1, 2015, and the Omnibus Amendment No. 2, dated as of July 8, 2016, the “Receivables Purchase Agreement”).
CREDIT AGREEMENT Dated as of March 18, 2022 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and...Credit Agreement • March 24th, 2022 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 18, 2022, among Celanese Corporation, a corporation incorporated under the laws of Delaware (“Holdings”), Celanese US Holdings LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), Celanese Europe B.V., a private limited liability company incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 61484660 (“CBV”), certain Subsidiaries of the Company from time to time party hereto as borrowers pursuant to Section 2.14 (with CBV, collectively the “Designated Borrowers” and each a “Designated Borrower”; the Designated Borrowers, with the Company, collectively, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and the other Swing Line Lenders and L/C Issuers party
CREDIT AGREEMENT Dated as of January 7, 2019 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and...Credit Agreement • January 11th, 2019 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of January 7, 2019, among Celanese Corporation, a corporation incorporated under the laws of Delaware (“Holdings”), Celanese US Holdings LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), Celanese Europe B.V., a private limited liability company organized under the laws of the Netherlands and registered with the Dutch trade register under number 61484660 (“CBV”), Elwood C.V., a limited partnership organized under the laws of the Netherlands and registered with the Dutch trade register under number 64634299, represented by its sole general partner Celanese Europe Holdings LLC (“Elwood” and, collectively with CBV, the “Closing Date Foreign Borrowers”), certain Subsidiaries of the Company from time to time party hereto as borrowers pursuant to Section 2.14 (with the Closing Date Foreign Borrowers, collectively the “Designated Borrowers” and each a “Designated Borrower”; the Designated Borrow
BetweenShare Purchase and Transfer Agreement • February 11th, 2011 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass)
BY AND AMONGEmployee Stockholders Agreement • March 31st, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
TERM LOAN CREDIT AGREEMENT Dated as of November 1, 2024 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC, as the Company, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto, with BOFA SECURITIES, INC., as...Term Loan Credit Agreement • November 4th, 2024 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2024, among Celanese Corporation, a corporation incorporated under the laws of Delaware (“Holdings”), Celanese US Holdings LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent.
CREDIT AGREEMENT Dated as of July 15, 2016 among CELANESE CORPORATION, as Holdings, CELANESE US HOLDINGS LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The...Credit Agreement • July 21st, 2016 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 15, 2016, among Celanese Corporation, a corporation incorporated under the laws of Delaware (“Holdings”), Celanese US Holdings LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), Celanese Americas LLC, a limited liability company incorporated under the laws of Delaware (“CALLC”), Celanese Europe B.V., a private limited liability company organized under the laws of the Netherlands (“CBV”), Celanese Holdings Luxembourg S.à.r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (“CHL”), Elwood C.V., a private limited company organized under the laws of the Netherlands (“Elwood” and, collectively with CBV and CHL, the “Closing Date Foreign Borrowers”), certain Subsidiaries of the Company from time to time party hereto as borrowers pursuant to Section 2.14 (with the Closing Date Foreign Borrowers and CALLC, collectively the “Designated Borrow
UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2014 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2023 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
Introductory. Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), proposes to issue and sell to the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom BofA Securities, Inc. (“BofA”), HSBC Securities (USA) Inc. (“HSBC”) and J.P. Morgan Securities LLC (“J.P. Morgan”) are acting as representatives (the “Representatives”), (i) $1,000,000,000 aggregate principal amount of the Company’s 6.350% Senior Notes due 2028 (the “2028 Notes”), (ii) $1,000,000,000 aggregate principal amount of the Company’s 6.550% Senior Notes due 2030 (the “2030 Notes”) and (iii) $1,000,000,000 aggregate principal amount of the Company’s 6.700% Senior Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”).
Exhibit 10.13 GUARANTEE AND PLEDGE AGREEMENT dated and effective as ofGuarantee and Pledge Agreement • November 3rd, 2004 • Celanese CORP • New York
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 28th, 2020 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • Texas
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into on <<DATE>> (the “Effective Date”) by and between Celanese Corporation (the “Company”) and Lori J. Ryerkerk (the “Executive”).
Form of 2024 Director Time-Based RSU Award Agreement] CELANESE CORPORATION AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT DATED [Grant Date]Time-Based Restricted Stock Unit Award Agreement • August 2nd, 2024 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.
Exhibit 10.12 LETTER AGREEMENTLoan Agreement • November 3rd, 2004 • Celanese CORP
SERVICE AGREEMENT FOR MEMBERS OF THE BOARD OF MANAGEMENTService Agreement • March 31st, 2005 • Celanese CORP • Industrial inorganic chemicals
ContractGlobal Security Agreement • September 25th, 2014 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED, AS NOMINEE FOR DEUTSCHE BANK AG, LONDON BRANCH, AS DEPOSITARY (THE “DEPOSITARY”) FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR BANK, S.A./N.V. , WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
Form of 2020 Time-Based RSU Agreement]Time-Based Restricted Stock Unit Award Agreement • April 28th, 2020 • Celanese Corp • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 2, 2007, as Amended and Restated as of September 29, 2010 among CELANESE CORPORATION, CELANESE US HOLDINGS LLC and THE OTHER SUBSIDIARY BORROWERS, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG, NEW...Credit Agreement • September 29th, 2010 • Celanese CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2007, as amended and restated as of September 29, 2010 (this “Agreement”), among CELANESE CORPORATION, a Delaware corporation (“Holdings”), CELANESE US HOLDINGS LLC, a Delaware limited liability company (the “Company”), CELANESE AMERICAS LLC (f/k/a Celanese Americas Corporation), a Delaware corporation (“CALLC”), certain other subsidiaries of the Company from time to time party hereto as a borrower, the LENDERS party hereto from time to time, DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), HSBC SECURITIES (USA) INC., JPMORGAN CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC as co-documentation agents (in such capacity, the “Documentation Agents”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Deposit Ba
