RIGHTS AGREEMENT CELANESE CORPORATION and EQUISERVE TRUST COMPANY, N.A. as Rights Agent Dated as of [ ], 2005Rights Agreement • January 13th, 2005 • Celanese CORP • Industrial inorganic chemicals • Delaware
Rights Agreement, dated as of [ ], 2005 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Celanese Corporation, a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”).
Form of Sponsor Services Agreement]Sponsor Services Agreement • January 13th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
THIS SPONSOR SERVICES AGREEMENT, dated as of _________, 2005 (this “Agreement”), among Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Celanese Holdings LLC, a Delaware limited liability company (formerly known as BCP Crystal Holdings Ltd. 2 ) (“Holdco Sub”), and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”), amends and restates the Transaction and Monitoring Fee Agreement, dated as of April 6, 2004, among the Company, Holdco Sub and BMP (the “Original Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Original Agreement.
Form of Second Amended and Restated Shareholders’ Agreement]Shareholder Agreements • January 13th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of January [ ], 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.”
