ContractSponsor Services Agreement • January 28th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
THIS SPONSOR SERVICES AGREEMENT, dated as of January 26, 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.
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 • January 28th, 2005 • Celanese CORP • 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”).
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 • January 28th, 2005 • Celanese CORP • 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.”
CELANESE CORPORATION 2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT2004 Stock Incentive Plan • January 28th, 2005 • Celanese CORP • Industrial inorganic chemicals • Delaware
THIS AGREEMENT, is made effective as of January 20, 2005 (the “Date of Grant”), between Celanese Corporation (the “Company”) and the individual named as a participant on the signature page hereto (the “Participant”).
CELANESE CORPORATION 2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT (Non-Employee Director)Celanese Corporation 2004 Stock Incentive Plan • January 28th, 2005 • Celanese CORP • Industrial inorganic chemicals • Delaware
THIS AGREEMENT, is made effective as of January 20, 2005 (the “Date of Grant”), between Celanese Corporation (the “Company”) and the individual named as a participant on the signature page hereto (the “Participant”).
EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG CELANESE CORPORATION AND THE OTHER PARTIES NAMED HEREIN Dated as of January 21, 2005Employee Stockholders Agreement • January 28th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
This EMPLOYEE STOCKHOLDERS AGREEMENT (this “Agreement”) is dated as of January 21, 2005 by and among Celanese Corporation, a Delaware corporation (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, the “Sponsors” and each a “Sponsor”) and the parties identified on the signature pages hereto or to the supplementary agreements referred to in Section 21 hereof as Employee Stockholders (the “Employee Stockholders” and, together with the Company and the Sponsors, the “Parties”).
