Exhibit 10.3


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.


BACKGROUND


 


1.             BMP has expertise in the areas of finance, strategy,
investment, acquisitions and other matters relating to the Company and its
business.


2.             The Company, Holdco Sub and their respective
subsidiaries have availed themselves, for the term of the Original Agreement,
of BMP’s expertise in providing monitoring, advisory and consulting services in
relation to the affairs of the Company, Holdco Sub and their respective
subsidiaries (including in connection with the initial public offering of
common stock of the Company), which the Company and Holdco Sub believe have
been beneficial to them and their subsidiaries. 
Nonetheless, the Company and BMP wish to terminate the Services (as
defined in the Original Agreement) and the Company’s and Holdco Sub’s
preexisting payment obligations with respect to the Services as provided in the
Original Agreement in consideration of the payment of the fee described below.


3.             The Company, Holdco Sub and their respective
subsidiaries desire to have the opportunity to avail themselves of certain
services of BMP in the future.


In consideration of the
premises and agreements contained herein and of other good and valuable
consideration, the sufficiency of which are hereby acknowledged, the parties
agree as follows:


AGREEMENT


SECTION 1.   Termination
of Services Under Original Agreement


In payment
for and in consideration of the termination of the provisions of the Original
Agreement relating to the Services and for any remaining Monitoring Fees
payable by Holdco Sub and the Company under the Original Agreement, the Company
or Holdco Sub shall pay or cause to be paid to BMP a portion of the Lump Sum
Fee equal to $35 million, which shall be payable in cash on the date hereof to
the bank account designated by BMP and shall not be refundable under any
circumstances.   The payment by the
Company or Holdco Sub (or one or more of their subsidiaries) to BMP of such
specified amount shall satisfy all obligations of the Company and Holdco Sub
under the Original Agreement with respect to the Lump Sum Fee.  The parties anticipate that Holdco Sub will
pay or cause to be paid such specified amount.


 





















 


SECTION
2.   Right of First Refusal to Provide Services; Certain Fees.


(a) If the Company or any of its
subsidiaries determines that it is advisable for the Company or such subsidiary
to hire a financial advisor, consultant, investment banker or any similar
advisor in connection with any merger, acquisition, disposition,
recapitalization, issuance of securities, financing or any similar transaction,
it will notify BMP of such determination in writing.  Promptly thereafter, upon the request of BMP,
the parties will negotiate in good faith to agree upon appropriate services,
compensation and indemnification for the Company or such subsidiary to hire BMP
or one of its affiliates for such services. 
The Company and its subsidiaries may not hire any person, other than BMP
or one of its affiliates, to perform any such services unless all of the
following conditions have been satisfied: (i) the parties are unable to agree
upon the terms of the engagement of BMP or its affiliate to render such
services after 30 days following receipt by BMP of such written notice, (ii)
such other person has a reputation that is at least equal to the reputation of
BMP in respect of such services, (iii) ten business days have elapsed after the
Company or such subsidiary provides a written notice to BMP of its intention to
hire such other person, which notice shall identify such other person and shall
describe in reasonable detail the nature of the services to be provided, the
compensation to be paid and the indemnification to be provided, (iv) the
compensation to be paid is not more than BMP or its affiliate was willing to
accept in the negotiations described above and (v) the indemnification to be
provided is not more favorable to such other person than the indemnification
that BMP or its affiliate was willing to accept in the negotiations described
above.


(b)   In
the absence of an express agreement regarding compensation for services
performed by BMP or any of its affiliates in connection with any acquisition,
divestiture, refinancing, recapitalization or similar transaction by the
Company or any of its subsidiaries, BMP shall be entitled to receive upon
consummation of (i) any such acquisition, disposition or recapitalization, a
fee equal to (x) 1% of the aggregate enterprise value of the acquired, divested
or recapitalized entity (calculated, on a consolidated basis for such entity,
as the sum of (1) the market value of its common equity (or the fair market
value thereof if not publicly traded), (2) the value of its preferred stock (at
liquidation value), (3) the book value of its minority interests and (4) its
aggregate long- and short-term debt, less its cash and cash equivalents), or
(y) if such transaction is structured as an asset purchase or sale, 1% of the
consideration paid for or received in respect of the assets acquired or
disposed of and (ii) any such refinancing, a fee equal to 1% of the aggregate
value of the securities subject to such refinancing.


(c)   In
addition, if mutually agreed between the Company and BMP, the Company may
engage BMP to provide, by and through itself, its affiliates and such of their
respective officers, employees, representatives and third parties as BMP in its
sole discretion may designate from time to time, monitoring, advisory and
consulting services in relation to the affairs of the Company and its
subsidiaries, including, without limitation, (i) advice regarding the
structure, distribution and timing of debt and equity offerings and advice
regarding relationships with the Company’s and its subsidiaries’ lenders and
bankers, (ii) advice regarding the strategy of the Company and its
subsidiaries, (iii) general advice regarding dispositions and/or
acquisitions and (iv) such other advice directly related or ancillary to
the above financial advisory services as may be reasonably requested by the
Company, provided that BMP shall have no obligation to provide any services to
the Company absent agreement between the Company and BMP with respect to the
scope of services to be provided, the consideration to be paid therefor and
other terms of such engagement.


 


2





















 


SECTION
3.   Reimbursements.  In addition to the fees payable pursuant
to this Agreement, the Company will pay, or cause to be paid, directly, or
reimburse BMP and each of its affiliates for, their respective Out-of-Pocket
Expenses (as defined below).  For the
purposes of this Agreement, the term “Out-of-Pocket
Expenses” means the reasonable out-of-pocket costs and expenses
incurred by BMP and its affiliates (i) in connection with the Services provided
under the Original Agreement and any services provided under this Agreement
(including prior to the date hereof or the date of the Original Agreement) or
(ii) in order to make Securities and Exchange Commission and other legally
required filings relating to the ownership of capital stock of the Company or
its successor by BMP or its affiliates, or otherwise incurred by BMP or its
affiliates from time to time in the future in connection with the ownership or
subsequent sale or transfer by BMP or its affiliates of capital stock of the
Company or its successor, including, without limitation, (a) fees and
disbursements of any independent professionals and organizations, including
independent accountants, outside legal counsel or consultants, retained by BMP
or any of its affiliates, (b) costs of any outside services or independent
contractors such as couriers, business publications, on-line financial services
or similar services, retained or used by BMP or any of its affiliates and
(c) transportation, per diem costs, word processing expenses or any
similar expense not associated with BMP’s or its affiliates’ ordinary
operations.  All payments or
reimbursements for Out-of-Pocket Expenses will be made by wire transfer in
same-day funds promptly upon or as soon as practicable following request for
payment or reimbursement in accordance with this Agreement, to the bank account
indicated to the Company by the relevant payee.


SECTION
4.   Indemnification.


The Company
will indemnify and hold harmless BMP, its affiliates and their respective
partners (both general and limited), members (both managing and otherwise),
officers, directors, employees, agents and representatives (each such person
being an “Indemnified Party”) from and against any and all losses, claims, damages and
liabilities, including in connection with seeking indemnification, whether
joint or several (the “Liabilities”), related to, arising out of or in connection with the
Services provided under the Original Agreement or any services contemplated by
this Agreement or the engagement of BMP pursuant to, and the performance by BMP
of the Services provided under the Original Agreement or any services
contemplated by this Agreement, whether or not pending or threatened, whether
or not an Indemnified Party is a party, whether or not resulting in any
liability and whether or not such action, claim, suit, investigation or
proceeding is initiated or brought by the Company.  The Company will reimburse any Indemnified
Party for all reasonable costs and expenses (including reasonable attorneys’
fees and expenses) as they are incurred in connection with investigating,
preparing, pursuing, defending or assisting in the defense of any action,
claim, suit, investigation or proceeding for which the Indemnified Party would
be entitled to indemnification under the terms of the previous sentence, or any
action or proceeding arising therefrom, whether or not such Indemnified Party
is a party thereto.  The Company will not
be liable under the foregoing indemnification provision with respect to any
particular loss, claim, damage, liability, cost or expense of an Indemnified
Party that is determined by a court, in a final judgment from which no further
appeal may be taken, to have resulted primarily from the gross negligence or
willful misconduct of such Indemnified Party. 
The attorneys’ fees and other expenses of an Indemnified Party shall be
paid by the Company as they are incurred upon receipt, in each case, of an
undertaking by or on behalf of the Indemnified Party to repay such amounts if
it is finally


 


3





















 


judicially
determined that the Liabilities in question resulted primarily from the gross
negligence or willful misconduct of such Indemnified Party.


SECTION
5.   Accuracy of Information.  The Company shall furnish or cause to be
furnished to BMP such information as BMP believes reasonably appropriate to rendering
the services contemplated by this Agreement and to comply with the Securities
and Exchange Commission or other legal requirements relating to the beneficial
ownership by BMP or its affiliates of equity securities of the Company (all
such information so furnished, the “Information”).  The Company recognizes and confirms that BMP
(a) has used and relied, and will continue to use and rely, primarily on
the Information and on information available from generally recognized public
sources in performing the Services and any services contemplated by this
Agreement without having independently verified the same, (b) does not
assume responsibility for the accuracy or completeness of the Information and
such other information and (c) is entitled to rely upon the Information
without independent verification.


SECTION
6.   Effectiveness.  This Agreement will become effective as
of the date BMP receives payment of the payment referred to in Section 1.


SECTION
7.   Term.  Except as otherwise provided herein, this
Agreement will continue in effect until the “Termination Date,” which is the earlier of (i) the
date on which BMP and its affiliates (in the aggregate) own less than 10% of
the equity of the Company then outstanding, and (ii) such earlier date as
the Company and BMP may mutually agree upon; provided that, (x) the
occurrence of the Termination Date will not affect the obligations of Holdco
Sub and the Company to pay any amounts accrued but not yet paid as of such
date, (y) Section 3 will remain in effect after the Termination Date with
respect to Out-of-Pocket Expenses which were incurred prior to or within a
reasonable period of time after the Termination Date, but have not been paid to
BMP in accordance with Section 3; and (z) the provisions of Sections 4, 5 and 7
will survive after the Termination Date.


SECTION
8.   Permissible Activities.  Subject to applicable law, nothing herein
will in any way preclude BMP or its affiliates (other than the Company or its
subsidiaries and their respective employees) or their respective partners (both
general and limited), members (both managing and otherwise), officers,
directors, employees, agents or representatives from engaging in any business
activities or from performing services for its or their own account or for the
account of others, including for companies that may be in competition with the
business conducted by the Company.


SECTION
9.   Miscellaneous.


(a)           No amendment or waiver of any provision of this Agreement,
or consent to any departure by any party hereto from any such provision, will
be effective unless it is in writing and signed by each of the parties
hereto.  Any amendment, waiver or consent
will be effective only in the specific instance and for the specific purpose
for which given.  The waiver by any party
of any breach of this Agreement will not operate as or be construed to be a
waiver by such party of any subsequent breach.


(b)           Any notices or other communications required or permitted
hereunder shall be made in writing and will be sufficiently given if delivered personally
or sent by facsimile


 


4





















 


with
confirmed receipt, or by overnight courier, addressed as follows or to such
other address of which the parties may have given written notice:


if to BMP:


 


c/o The Blackstone Group L.P.


345 Park Avenue


31st Floor


New York, New York  10154


Attention: 
Benjamin J. Jenkins


Facsimile:  (212) 583-5257


 


if to the Company or Holdco Sub:


 


Celanese Corporation


1601 West LBJ Freeway


Dallas, Texas 75234-6034


Attention:              Secretary


Facsimile:               (972) 332-9022


 


With a copy to:


 


Celanese Corporation


550 U.S. Highway 202/206


Bedminster, New Jersey
07921-1590


Attention:              Senior SEC Counsel


Facsimile:               (908)
901-4808


 


Unless otherwise
specified herein, such notices or other communications will be deemed received
(i) on the date delivered, if delivered personally or sent by facsimile
with confirmed receipt, and (ii) one business day after being sent by
overnight courier.


 


(c)           This Agreement (and, to the extent referenced herein, the Original
Agreement) constitutes the entire agreement among the parties with respect to
the subject matter hereof, and will supersede all previous oral and written
(and all contemporaneous oral) negotiations, commitments, agreements and
understandings relating hereto; provided, however, that this Agreement does not
supersede any existing agreements relating to the types of services,
contemplated by Section 2(b) of the Original Agreement.


(d)           This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York.


(e)           Neither this Agreement nor any of the rights or obligations
hereunder may be assigned by the Company without the prior written consent of
BMP.  Subject to the foregoing, the
provisions of this Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.  Subject to the next sentence, no person or
party other than the parties hereto and their respective successors or
permitted assigns is intended to be a beneficiary of this Agreement.  The parties acknowledge and agree that BMP
and its


 


5





















 


affiliates
and their respective partners (both general and limited), members (both
managing and otherwise), officers, directors, employees, agents and
representatives are intended to be third-party beneficiaries under Section 4 of
this Agreement.


(f)            This Agreement may be executed by one or more parties to
this Agreement on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together will be deemed to constitute one
and the same instrument.


(g)           Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction will not invalidate or render unenforceable such provision in
any other jurisdiction.


*              *              *              *              *


 


6





















 


IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
this Sponsor Services Agreement as of the date first written above.


 


	
   

  	
  CELANESE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David N. Weidman

  	
   

  
	
   

  	
   

  	
  Name:
  David N. Weidman

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
  CELANESE
  HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Corliss J. Nelson

  	
   

  
	
   

  	
   

  	
  Name:
  Corliss J. Nelson

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  MANAGEMENT PARTNERS IV L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter G. Peterson

  	
   

  
	
   

  	
   

  	
  Name:
  Peter G. Peterson

  
	
   

  	
   

  	
  Title:
  Founding Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen A. Schwarzman

  	
   

  
	
   

  	
   

  	
  Name:
  Stephen A. Schwarzman

  
	
   

  	
   

  	
  Title:
  Founding Member

  



 


7