STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2007 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March 2, 2007, by and among Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2 and Blackstone Capital Partners (Cayman) Ltd. 3 (each, a “Seller” and collectively, the “Sellers”), Celanese Corporation, a Delaware corporation (“Celanese”), and Celanese International Holdings Luxembourg S.à r.l., a Luxembourg limited liability company and a wholly owned subsidiary of Celanese (“CIH” and together with Celanese, “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3, BA CAPITAL INVESTORS SIDECAR FUND, L.P. and CELANESE...Registration Rights Agreement • March 21st, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Industrial inorganic chemicals • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is dated January 26, 2005 and is by and among Blackstone Capital Partners (Cayman) Ltd. 1, an exempted company incorporated under the laws of the Cayman Islands (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2, an exempted company incorporated under the laws of the Cayman Islands (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3, an exempted company incorporated under the laws of the Cayman Islands (“BCP 3”), BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (“BACI”), and Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (together with any successor thereto, the “Company”).
Amendment No. 1 to the Third Amended and Restated Shareholders’ AgreementShareholders’ Agreement • November 22nd, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
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 Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns, the “Blackstone Entities”), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (“BACI”), is made this 14th day of November 2005, by and among the Company, the Blackstone Entities and BACI. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
Joint Filing AgreementJoint Filing Agreement • May 16th, 2007 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass)
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Series A Common Stock, par value $0.0001 per share, of Celanese Corporation, a Delaware corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among CELANESE CORPORATION, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3, and BA CAPITAL INVESTORS...Shareholders’ Agreement • March 21st, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Industrial inorganic chemicals • New York
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of January 18, 2005, by and among Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns (as hereinafter defined), the “Blackstone Entities”), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (together with its successors and Permitted Assigns, “BACI”). Each of the Blackstone Entities and BACI and their respective successors and Permitted Assigns are sometimes referred to individually as a “Shareholder” and together as the “Shareholders.”
THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among CELANESE CORPORATION, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2, BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3, and BA CAPITAL INVESTORS...Shareholders’ Agreement • November 22nd, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of October 31, 2005, by and among Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns (as hereinafter defined), the “Blackstone Entities”), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (“BACI”). Each of the Blackstone Entities and BACI and their respective successors and Permitted Assigns are sometimes referred to individually as a “Shareholder” and together as the “Shareholders.”
Joint Filing AgreementJoint Filing Agreement • March 18th, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass)
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Series A Common Stock, par value $0.0001 per share, of Celanese Corporation, a Delaware corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
ContractVoting Agreement • May 12th, 2005 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
VOTING AGREEMENT, dated as of May 11, 2005 (this “Agreement”), among Blackstone Capital Partners (Cayman) Ltd. 1, a Cayman Islands exempted company, Blackstone Capital Partners (Cayman) Ltd. 2, a Cayman Islands exempted company, and Blackstone Capital Partners (Cayman) Ltd. 3, a Cayman Islands exempted company (collectively, the “Blackstone Entities”).
Amendment No. 2 to the Third Amended and Restated Shareholders’ AgreementShareholders’ Agreement • March 31st, 2006 • Blackstone Capital Partners (Cayman) LTD 1 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
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 Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns, the “Blackstone Entities”), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (“BACI”), is made this 30th day of March 2006, by and among the Company, the Blackstone Entities and BACI. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
