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State of Delaware Office of the Secretary of State I . EDWARD I. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES: "AMERICAN HOECHST CORPORATION", A DELAWARE CORPORATION, WITH AND INTO "CELANESE CORPORATION" UNDER THE NAME OF "HOECHST CELANESE CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF FEBRUARY. A. D. 1987, AT 1 O'CLOCK P.M. 0695223 8100M 950264660 AUTHENTICATION: DATE: 7743993 12-11-95 HNA 27130 877058061 FILED FEB ,,J7 1987 CERTIFICATE OF OWNERSHIP AND MERGER merging American Hoechst Corporation with and into Celnnese Corporation Pursuant to Section 253 of the General Corporation Law of the State of Delaware f/)l American Hoechst Corporation, a corporation orga nized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: FIRST: The Corporation is a corporation organized and existing under the laws of the State of Delaware and its Certificate of Incorporation was filed in the Office of the Secretary of State of the State of, Delaware on December xl, 1968 . SECOND: Celanese Corporation (the "Subsidiary") is a corporation organized and existing under the laws of the State of Delaware and its Certificate of Incorporation was filed in the office of the Secretary of State of the S^ate of Delaware on January 5, 1918. THIRD: The Corporation owns all of the outstanding shares of the Common Stock, par value $.10 per share, of the Subsidiary, and there is no other class of stock of the Sub sidiary outstanding. w< Mr' HIMA 27131 FOURTH: The Board of Directors of the Corporation determined 'o merge the Corporation with and into the Subsi diary effective upon the filing of this Certificate and, on February 27, 1967, duly adopted the resolutions attached hereto as Annex 1. FIFTH: The merger of the Corporation with and into the Subsidiary, with the Subsidiary being the surviving corpo ration (the "Surviving Corporation"), in accordance with the Plan of Merger attached as Exhibit A to Annex 1 hereto, was duly approved on February 27, 19B7, in accordance with Section 228 of the General Corporation Law of the Stat-e of Delaware, by written consent of the sole holder of the Common Stock, par value $100 per share, of the Corporation, which is the only class of capital stock of the Corporation outstanding. SIXTH: The merger shall become effective upon the filing of this Certificate with the Secretary of State of Delaware (the "Effective Time"). SEVENTH: The Restated Certificate of Incorporation of the Subsidiary in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorpo ration of the Surviving Corporation except that Article FIRST thereof shall be amended at the Effective Time in its entirety to read as follows: "FIRST: The name of the Corporation is Hoechst Celanese Corporation." 4 ft's. HNA 27132 EIGHTH: At the Effective Time, by virtue of the merger and without any action on the part of the Corporation, the Subsidiary or the holder of any of tht following securi ties: (a) Each share of Common Stock, par value $.10 per share, of the Subsidiary issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and no payment or other consideration shall be made with respect thereto. (b) Each 2,678.4579 shares of Common Stock, par value $100 per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter shall represent one validly issued, fully paid and nonassessable share of Common Stock, par value $.10 per share, of the Surviving Corporation. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged by its duly , _ T*i ' authorized officers on this X 7 day of -ciiiPCTr; 1987. AMERICAN HOECHST CORPORATION Attest; jlaI&3. ' H. fT. Fticke Secretary Dieter zur Loye President $ Chief Executive Officer 3 c. :r s'" HNA 27133 ANNEX 1 RESOLVED, that, whereas (1) this Corpora tion is the legal and beneficial owner of all of the outstanding shares of the Common Stock, par value $.10 per share ("Common Stock"), of Celanese Corporation, -i Delaware corporation ("Cel nese"), (2) the Common Stock is the onli issued and outstanding class of stock of Celanese, and (1) this Corporation desires to merge itself with and into Celanese (the "Merger") pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, therefore, subject to the approval of the sole stockholder of this Corporation, this Corporation shall be merged with and into Celanese; and further RESOLVED, that the terms and conditions of. the Merger shall be as set forth in the Plan of Merger presented to this meeting, which is incorporated into these resolutions by this reference thereto; and further RESOLVED, that, as provided in the aforesaid Plan of Merger, the name of the surviving corporation in the merger shall be changed to Hoechst Celanese Corporation; and further RESOLVED, that the aforesaid Plan of Merger be submitted to the sole stockholder of this Corporation for its approval; and further RESOLVED, that the President t Chief Executive Officer of this Corporation be and he hereby is authorized to make and execute, and the Secretary or the Assistant Secretary of this Corporation be and each of them hereby is authorized to attest, a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the Merger and the date of adoption hereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the Office of the Recorder of Deeds, and to do all acts and things, whatsoever, whether within or without the State of Delaware, which may be in any way necessary or appropriate to effect the Merger. HNA 27134 PLAN OF MERGER merging American Hoechst Corporation with and into Celanese Corporation SECTION 1.1. The Meraer. Effective upon filing a HNA 27135 PLAN OF MERGER merging American Hoechst Corporation with and into Celanese Corporation SECTION 1.1. The Merger. Effective upon filing a Certificate of Ownership and Merger with the Secretary of State of Delaware pursuant to Section 253 of the General Corporation Law of Delaware (the "Effective Time"), American Hoechst Corporation, a Delaware corporation ("Parent"), shall be merged with and into Celanese Corporation, a Delaware cor poration (the "Subsidiary"), the separate corporate existence of Parent shall cease, and the Subsidiary shall continue as the surviving corporation (the "Merger"), The Subsidiary and Parent are hereinafter sometimes referred to as the "Consti tuent Corporations" and the Subsidiary as the surviving cor poration after the Merger is hereinafter sometimes referred tc as the "Surviving Corporation". SECTION 1.2. Effect of the Merger. At the Effec tive Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware law. without limiting the generality of the foregoing, and subject thereto, at the Effective Time all rights, privileges, powers and franchises of the Constituent Corporations shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Constituent Corporations shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.3. Certificate of _IncQziP.tLi.fl.tiorLL..By-L^wg. Directors and Officers. (a) The Restated Certificate of Incorporation of the Subsidiary in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorporation of the Survivina Corporation except that Article FIRST thereof shall be amended at the Effective Time in its entirety to read as follows: "FIRST: The name of.the .Corporation is Hoechst Celancse Corporation." (b) At the Effective Time, the By-Laws of the Subsidiary, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation unless and until thereafter amended as provided by law, the Restated Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The following persons shall be the initial directors of the Surviving Corporation, to serve until their successors are elected and qualified: Juergen Dormann Richard M. Clarke Dr. Ernest H. Drew Harry B. Bartley James J. Bigham John N. Lauer Dieter zur Loye Dr. Hurbert E. Huckel Harry R. Benz Gerald P. Elden Dr. Heinz K. Hofmeister Dr. Hans F. Holzapfel The officers of the Subsidiary immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be fil led in the manner provided by law. SECTION 1.4. Conversion of Securities. At the Effective Time, by virtue ofthe Mergerand without any action on the part of Parent, the Subsidiary or the holder any of the following securities: of (a) Each share of Common Stock, par value $.10 per share, of the Subsidiary issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and no payment or other consideration shall be made with respect thereto. (b) Each 2,678.4579 shares of Common Stock, par value $100 per share, of Parent issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter shall represent one validly issued, fully paid and non-assessable share of Common Stock, par value $.10 per share, of the Surviving Corporation. 2 HNA 27137 &tate of Iblaroarp SECRETARY OF STATE DIVISION OF CORPORATIONS p.o. sox see DOVER, OELAWARE 19903 950264660 9223992 KLEBERG & HEAD 1200 NATIONSBANK CENTER NORTH 500 NORTH WATER STREET CORPUS CHRIST I TX 7B471 ATTN: TOM C. WHEAT_________________________ AMERICAN HOECHST CORPORATION 0695223 8100 Certified Copy Certification Fee Document Page Fee FILING TOTAL TOTAL PAYMENTS SERVICE REQUEST BALANCE 12-11-95 rj.'.wn.'H 20.00 6.00 26.00 26.00 .00 HNA 27138 f Interoffice lUeiiioroiidiiiii TO (Nim* ana Location) , ** AS LISTED (Nam* and Location) L.R. BIRKNER GEN 55 (Rv 6/74] DATE October 5, 1978 reference no. LRB/127/78 SUBJECT: GUIDELINE FOR RESPONSE TO CHEMICAL HAZARD ALERT/ENVIRONMENTAL HEALTH HAZARD - - IMPLEMENTATION PROCEDURES __________________ Introduction In March of this year, the Department of Environmental and Health Affairs (DEHA) issued a guideline for the internal handling of information concerning potential environmental or health hazards resulting from toxicological, epidemo logical'or other studies performed within or outside Celanese. This review has occurred and shown below is how the guideline is being implemented. Obj ective - .When information concerning the potential adverse health or environmental effect of a chemical substance or physical agent is received by the DEHA, our objectives are: 1. To inform all operating companies that may be using the chemical or agent of the suspected hazard and how to limit further contact, where that is necessary. 2. To'gather for, DEHA evaluation, basic information as to the use of the chemical or agent within the-operating companies. This information will be used to determine if an actual problem exists and if further action by the operating companies is necessary to limit, eliminate and/or monitor the exposure. 3. To determine which, if any. Federal Agencies need to be contacted. Implementation Procedure 1. Information Received by the Department When information is received by_the-OEHA concerning the adverse health/environmental effects of a chemical sub stance or physical agent, it will receive preliminary review. Ifjit is felt that Celanese may be exposed to this potential hazard, the information will be summarized and distributed to the names on the DEHA Chemical Alert Distribution List. The summary will include information for abatement of the suspected exposure. HNA 24838 Page 2 LRB/127/78 10/5/78 2. Request for Information In addition to supplying information concerning the potentially hazardous nature of the chemical or physical agent, the DEHA will request the following information: (a) Does your operating company use the chemical or agent in question? __ (b) What quantities does the company use? (c) What processes is it used in? ~(d) Industrial Hygiene monitoring data, when available. Depending on the nature of' the aLert, a-deadline for receiving the infor mation will be stated. Generally, this period will not exceed 30 days. Phone calls will be made to those operating companies who have not responded by the deadline. For alerts that the DEHA determines require a rapid response, a telephone canvass will be made. 3.. Information Evaluation - The DEHA will review the data as outlined in the Guideline to determine if and what kind of additional action may be necessary. 4. Additional-Monitoring and Abatement of ~Exposure - If additional action is required, the operating companies will receive in formation and assistance from the DEHA to monitor and/or further abate the exposure in question. In addition, each operating company should develop procedures for informing employees and customers of the problem, based on the analysis of the hazard. If you have any questions or comments concerning the inplementation pro cedures, please contact me. LRB/to * HIMA 24839 GUIDELINE FOR RESPONSE TO CHEMICAL HAZARD ALERT/ENVIRONMENTAL HEALTH HAZARD (EHG-V-78) DEFINITION For the purpose of this guideline, a "chemical hazard alert/ environmental health hazard" is defined as information concerning potential environmental or health hazards, resulting from toxicological, epidemiological or other test studies performed within or outside Celanese. Information received from outside Celanese includes informa tion from government agencies -- e.g. National Institute for-Occupational Safety and Health (NIOSH) and National "Cancer Institute (NCI) -- industrial or contract laboratories, and Celanese suppliers and customers. PURPOSE -. -- This guideline is designed to insure rapid and-effective communication between the affected operating company and the Department of Environmental and Health Affairs (hereinafter referred-to as-the Department). Risk may be evaluated,, thereby permitting judgments to be made on how best to protect Celanese personnel, our customers",'our carriers, and the community. .PROCEDURES " _ 1. Information received by the Department. The initial source of information can be directly to the Department from any of the sources described in the definition. This is usually received as bulletins, letters, or private communication. Information received by the operating.companies, or other corporate depart ments, which in their judgment fit the above definition, should - be relayed immediately, to the Department by contacting the office of the Director. This procedure is not meant to preclude the operating company from instituting action to control exposure to the suspect chemical. The receipt of information by the Department, either directly or through operating company input, will serve to - initiate the following action. The Medical Department will assess the degree of.health hazard and estimate the effect on Celanese operations. Depending on the.sense of urgency, the Medical Department-wiIT relay the information to the operating companies with an assessment of the health hazard and suggested actions, or schedule a meeting to review the information. The Review Committee will be composed of: - . a. "Medical/Industrial Hygiene_ b. Toxicology c. Environmental Control d.- Law Department e. Operating Company representative (whenever possible) HNA 24840 2- - At this time, the Medical Department will also inform Corporate Safety, Communications and Industrial Relations departments about the alert and timing of the meeting. In order not to inadvertently delay initiation of action, `the Review Committee can initiate action with only representatives from the Law, Medical and Toxicology Departments present. Depending on the urgency, this Cociinittee will determine the methods to be used far notifying each- operating company of the facts of the alert and if there is a need to contact any Federal agencies. II. Following notification, a designee of the Review Committee will contact the operating company representative designated to coordinate actions in this area. A checklist of areas to be covered in this contact should include the following items .covering -the current status on the risk of the chemical in question. 2.1 Where, in what quantities and how is the chemical used? How is this material stored and what is the normal plant inventory? - 2.2 What is the-Deflation at risk to the chemical? Number of Celanese employees potentially exposed? Number of. external-employees potentially exposed? _- " 2.3 What industrial hygiene and medical surveillance data is available? What work practices, engineering controls, personal protection equipment exist in area where chemical is used? / 2.4 Disposal practices - Celanese waste streams to air, water, land. Probable disposal hazards of users downstream of Celanese. 2.5 What is the concentration of the chemical in the product _ shipped to customers? What are product end-uses. 2.6 What are his recommendations, plans, procedures that he would suggest for handling the alert for his particular company situation. _ .- 2.7 The degree of urgency and if contacting a Federal agency is required. III. An estimate-Of the time required to obtain the information"under II should "be made during this contact. The time for wriiten response to the Committee should not extend past 30 days, since it is the purpose of this guidance to communicate information quickly and implement procedures rapidly to minimize the exposure hazard. Judgment should be used on the extent of detailed,-in-depth responses to a-11 the checklist questions if the above timing cannot be met. IV. During this initial contact-witlrthe-operating company representatives, a visit to the affected site by an industrial hygienist should be considered and scheduled if appropriate. HNA 24841 -3- V. Record the initial contact in a memo to a central file of the Review Committee indicating that the contact has been made and indicate needed follow-up. The*Law Department representative should be copied on this memo. VI. After receipt of the information and subsequent to the visit by the industrial hygienist, a letter, reviewed .by the Law Department, detailing procedures for hand!Tng the' suspect chemical will be issued from the office of the Director, Environmental and Health Affairs. Input.from the affected operating companies is important in the development of these procedures. These procedures will include, where applicable, recommended initial hygiene practices, medical surveillance, additional testing requirements, effluent handling procedures, advice onnotification of government agencies, and requests for additional information where necessary. Provision for follow-up at the affected location will be indicated in this letter. The copy list for the letter will include: Operating Company r-- 1. V.P. - Technical Director - 2. Product Safety Comnittee Chairman .3. Persons responsible for environmental and occupational health concerns-in operating company. 4. Manufacturing-Director. -< VII. Corporate 1. Chemical Alert Review Committee - Central file 2. V.P. Administration 3. Law Department - 4. Corporate Labor Relations/Safety 5. Employee Relations . - 6. Conuiunrcations Each individual operating compa/iy sh.ould develop its own guidelines on how to inform, its personnel and customers on the potential exposure hazards and procedures for reducing risk of-exposure. Also, they should make the judgment on the need for any new labeling or Material Safety Data sheet requirements. The Department will assist and review any action taken. 3/28/78 HNA 24842 r M ^ | Interoffice Aieimirniifliini I1 TO (Name and Location) Dr. R. W. Godwin and Mr. R. E. Cromer FROM (Name ano Location) J. C. Pullen - Charlotte GEN 55 *Ev, 2 (5. 74 OAT May 21, 1979 EFE PENCE NO JCP-79-108 CONFIDENTIAL ' SUBJECT: Dissemination of Test Information We are receiving more and more "aTerts" on various chemicals, and at the present time have no policy for dissemination of such chemical/health test information to employees. Each situation has been handled on a case-by-case basis, and generally we have chosen not to make "formal" announcements to hourly personnel with the recent exceptions for benzene and methylene chloride. The Chemical Company is taking a more open position, and is communicating to employees all such information, whether the test conclusions are from extensive epidemiolog.ical and/or animal tests, or from simple screening tests. A recent example was mutagenic-screening for-methanoU the Ames test was negative, while the mouse lymphoma test was"positive. Here, the Chemical Company conveyed these results to all its employees (attached). ' -In discussions with the Celriver and Amcelle industrial hygiene coordinators (Benjock and McLain), we have concluded that CFC should not routinely communicate "suspect" information based on screening tests. If such an alert is received, we recommend that the following actions be taken: 1) Conduct area and dosimeter testing to assure no employees are being exposed in excess of OSHA limits, -* 2) Determine if engineering- corvtrols can be devised to significantly reduce exposures, 3) Determine if a substitute chemical can be substitutedL - If an alert is received based on good "hard" human and/or animal testing (as judged by Dr. Clary), then formal communications should be made to affected employees. These communications should be coordinated through Jim Allen, and involve theplants, the CFC Industrial Hygienist and Dr. Clary. The three actions above should also be completed as soon as possible. -.In the case where an employee requests information on a "suspect" material, a back up statement should be prepared for use by the plant supervisors. This statement should emphasize that data is inconclusive and will be verified or refuted by further, more refined, testing. _It should also be emphasized that exposures are - being monitored-and controlled below appropriate limits. _ _ Could we discus-s this problem with the objectivq--a developing a" CFC policy? cc: Mr. J. P. Allen'- Charlotte Mr. L. H. Knox - HNA 24843 JsMCZZs FIBER INDUSTRIES r PROPOSED GUIDELINE DISSEMINATING MONITOR INFORMATION The purpose -of this" guideline is to identify the principles _to be followed in communicating results from internally generated data on potential health hazards in the work place. The guideline is a restatement of our long standing practice of.discussing health and safety matters with openness and candor with the affected individuals. The scope of this guideline is limited-to information col lected within FII. Internal data originating from sources such as personnel dosimeters, industrial hygiene monitoring devices, process instrumentation-and ad hoc calculations are included. Reporting on information.obtained from external sources such as toxicity studies by the National Institute of Health or studies sponsored by industrial trade associations is covered .separately under the corporate policy on "Dissemi nation of Toxicity Information". Health hazard data -collected within FII shall be communicated to the affected employees as soon as practical. These com munications must be carried out in a professional manner. Minimum requirements are: Written interpretations on each set of monitor data shall be completed by a person competant in the particular branch of industrial hygiene - before the information is communicated to employees." Advice from the Corporate Industrial Hygiene Staff should be sought if needed. When the monitor data reveals the presence of a significant health risk, recommendations for coping with the hazard'wiil be immediately developed"in consultation with the appropriate line and staff groups. Whenever possible, area measurements shall be taken to provide estimates of background vari ability before asking employees to participate in personnel dosimeter sampling. HNA 24844 2f - Monitor techniques shall themselves be monitored, measuring devices calibrated, etc. to ensure'high quality in the reported data. The plant or facility manager has the responsibility for, deter mining the manner of employee notification. He also has the responsibility for determining the manner of communicating to others such as vendor representatives, contractors or carriers if their health.may be involved. HNA 24845 Interoffice iUeinorniMlniii TO and Location) __________________________ T Pul Ion FROM (Nam and Location) CharInfra G. F. Beniock GEN 55 (REV.6/74) OATE .Tuna 1Q7Q REFERENCE NO. GFB-71-79 SUBJECT: DISSEMINATION OF INFORMATION RELATING TO TOXIC MATERIALS Celriver has followed a continuing program of communicating "hard" information resulting from hazardous chemical alerts or internal monitoring programs. This has been done through safety meetings, pro duction shift meetings, bulletin boards, departmental newsletters, and routine supervisor communications-. We have not routinely communicated 'suspect' information or preliminary alerts resulting from first level screening trials or tests because of the tentative nature of the data and the potential of developing misunderstandings among the employees. The plant relies on corporate safety and environmental control to follow the complexities of preliminary-'bt- s_uspect chemical toxicology - test programs and to indicate those results -which have given rise to hard conclusions, -and should be communicated throughout all plant levels. Typically, these communications -include an action by the company wherein a chemical substitution-is made or a special protection program is undertaken. In the past, such communication programs have included Benzene, Asbestos, Acetone, Mecl2< Chrome (all heavy metals), and Chlorinated Cleaning Solvents. When the need for a communication program develops, the plant follows general guidelines as listed.below: . - Communicate details including average results of dosimeter testing (TWA's). Avoid individual results, avoid area sample data. Communicate verbally through shift meetings as necessary. Use these sparingly - follow-up on all commitments. Update status via bulletin board postings, departmental newsletters depending on need. Communicate remedial measures to be used in programs of environmental improvement or shift. Commit'to timetables and follow-up with status reports. . Keep environmental communications in~ proper perspective with other items of-interest in the department. . Coordinate communications with the Union Committee, jprovide the committee_with details before the hourly employees,. HNA 24846 J. Pullen - Charlotte Page 2 . Provide written information of communication to Area and Shift Supervisors along with Q & A sheets when_necessary. . Although not"part of the communications, be prepared to handle special Gases, reactions, questions. Advise Medical Department Personnel to monitor abnormal trends, activities. ~I trust this information will be helpful and meet the need as requested by R. Cromer's"REC-79-152. Please contact me if there are any questions. cc: B. Seward R. Cromer HNA 24847 ELANESE miYMiii s;i>i i :iai i ii s r.iiMi'AMY PERSONNEL PRACTICES & PROCEDURES AiTiinvi ii SUBJECT ua rr DISSEMINATION OF TOXICFT-Y INFORMATION sun nsi.or.s NO: TACr. 1 ' 01 J I'AC.fS GENERAL: The Company will not knowingly expose any employee to. an unreasonable health risk associated with the manufacture, use, or transport of our materials. It is Company policy to disseminate toxicoloqical test results to those employees who have potential exposure tcra test chemical/compound. PROCEDURE -I. -Nature of Information to be Communicated - Information which could be communicated io employees includes: - A. Test results from Celanese sponsored studies. - _ B. -Industry studies of which Celanese is a participant. - C. Test results which Celanese may obtain through industry and government contacts. II. Specific Information to be Communicated The Corporate Department of Environmental and Health Affairs will interpret toxicity data and write a`memo e-xpl ai ning, in lay" terms , the test results, their`implication, .recommend exposure-contact procedures and future actions. The Department will also prepare sample,questions and answers to accompany the memo. This information will be cleared with the Legal Department and forwarded to the CPSC Manager, Regulatory Services. 11. Determination to Disseminate -: _ Upon receipt of toxicity information pertinent to CPSC employees, shippers and customers, the Manager, Regulatory Services, will call a meeting of the Chemical Alert Committee. This committee shall be chaired by the Manager, Regulatory Services and shal1- consiSt of a designated representative of each profit center, the Manager, Safety & Security and the Manager, Personnel Administration. The committee will review toxicity information provided by the Department of Environmental and.Health Affairs and arrive at a de_ci sior>~wi th respect to whether or not the specific information should be communicated to employees and, if so., -- to which emDloyees. This decision will be forwarded to the appropriate profit -center(sj management via-the profi t" center committee representative ior effective - and-timely communication to employees where the decision is to -disseminate the toxicity information in question. The means of dissemination are. left to the discretion of profit center/faci1ity management but should adhere to the following guidelines: The Chemical Alert Committee may offer specific recommendations with resDect to dissemination depending upon the seriousness of a particular test result, level of exposure or situation. HNA 24848 SUBJECT: DISSEMINATION OF TOXICITY INFORMATION NO: PAGE 2 OF 3 PAGES IV-. Methods of Dissemination Responsibility for effective and timely dissemination of toxicity information rest's with each profit center and its respective facilities. The following means of d-issemination are available and should be-followed. Specific means of dissem ination will be governed by the circumstances surrounding each particular situation. A. Safety Meetings - Routine safety meetings are recognized as the most effective means of communication. They provide personal contact, an opportunity to answer-questions and minimize concerns and to keep a particular siutation in perspective. The "routine" nature of such meetings will help to reduce the anxiety that would be associated with formal and infrequent announce ments regarding toxicity information. Attendance should be taken to ensure that all employees who should receive toxicity information do, in fa-ct, receive such information either at the meeting or at a later time. B. Postings - The Corporate Department of Environmental and Health Affairs will provide postings which clearly convey test results and their implications. Postings provide a written confirmation, of what has been conveyed verbally in Safety Meetings and-also,-since they would be posted for a period of-time, represent a more permanent form of.communication. It. is recommended that such postings remain for seven (7) calendar days. - While there are a variety of dissemination options available, methods A (Safety Meetings) and B (Postings) will, in most situations, be effective and meet our communications objectives if used in combination with one another. The Chemical Alert Committee recommends joint utilization of these methods (A and B) for most dissemination situations. C. Registered Letters - There may be situations where "the need to disseminate toxicity information is of such importance that we elect to- guarantee and record, dissemination via registered letters.. Once again, this method may be used in combination with others to ensure effective dissemination. Utiliza- tionof this approach must receive prior approval of the Chemical Alert-Committee. D. Payrol1 Stuffers - While this method does not provide a specific means of recording those to whom information is disseminated, it does allow for wide distribution of written information. -Utilization of this approach must also receive prior approval of the Chemical Alerts Committee The use of registered letters and payroll stuffers allow for wide dissemination of written toxicity-information. In the case of registered letters, a record of employees to whom information is disseminated is also provided. However, neither of these methods is vi-ewed as being as effective as a combination of Safety Meetings and Postings. Registered letters and payroll stuffers do not provide the oppor- _ tunity to answer questions ancLaddress concerns. Also, as written communications, they may receive distribution" which is wider than-anticipated or desired which could lead to adverse_publ ici_ty or -misunderstandings. Tt is for these reasons_ that Safety Meetings and Postings are recommended and-why the^use of registered letters and payroll stuffers must receive prior approval of the Chemical Alert Committee. ~ -- HNA 24849 r- * ; SUBJECT: DISSEMINATION OF TOXICITY INFORMATION NO: PAGE 3 OF 3 PACE V. Communications to Unions Depending upon the labor relations climate at a specific facility and the seriousness of toxicity information, it may be desirable to inform location union officials o-f the information to be disseminated. This will be left to the discretion of the respective profit center employee relations manager. It is recommended .that the Vice President, Employee and Public Relations be advised of such intentions'in advance. VI. Coordination'of Dissemination Activities Upon receipt of the Chemical Alert Committee's recommendation, profit center(s) management will elect a method(s) of disseminating the information in question and the time period during which it will be disseminated. This information must - be forwarded to the Manager, Regulatory Services prior to dissemination. He/She will inform the Corporate Department of Environment and Health Affairs of the proposed action. This enables this Department to coordinate action, where necessary, between divisions. Once .-the Department has been appropriately notified, the Manager, Regula'tory Services will authorize dissemination of toxicity infor- - mation within the respective profit center(s) by-contacting the profit center's committee representative. - HIMA 24850 FIBER INDUSTRIES, INC. Shareholdings of Imperial Chemical Industries PLC as of 5/18/83 Date 6/1/59 7/31/59 2/1/60 12/12/63 7/7/65 9/30/66 12/30/66 6/30/67 8/1/67 9/22/67 10/13/67 11/15/67 12/18/67 12/29/67 12/12/74 Certificate No. 4 6 10 21 22 27 ` 28 31 33 35 37 39 41 44 46 No. Shares 100,000 150,000 200,000 50,000 250,000 200,000 300,000 250,000 93,750 281,250 150,000 112,500 375,000 187,500 375,000 3,075,000 MTC/jt 5/18/83 FIBER INDUSTRIES, INC. Minutes of the Annual Meeting of the Stockholders May 4, 1983 The twenty-fifth Annual Meeting of the Stockholders of Fiber Industries, Inc. was held at FII Salisbury Plant, Highway 70 West, Salisbury, North Carolina on May 4, 1983 at 9:00 a.m. Eastern Standard Time. The meeting was presided over by Mr. Robert C. Schroeder, Chairman and Mr. Martin T. Cloran, Secretary, recorded the minutes. The following Stockholders were represented by proxy: Name Number of Shares Celanese Corporation 5,125,000 Imperial Chemical Industries PLC 3,075,000 being all of the stock of the Company issued and outstanding and entitled to vote at the meeting. The Secretary presented copies of the notice of meeting as mailed to each Stockholder on March 22, 1983. The Secretary presented a certified list of all Stockholders entitled to vote at the meeting, arranged in alphabetical order, and stated that such list had been available for inspection by any Stockholder at the place where the meeting was held for at least ten days prior to the meeting. The Secretary stated a copy of the minutes of the Annual Meeting of the Stockholders held on April 21, 1982 had been submitted in advance of the meeting to each of the Stockholders present. The Secretary presented a HNA 27123 copy of the minutes of the above-mentioned meeting, and on motion duly made and seconded, it was RESOLVED, that the reading of the minutes of the meeting of April 21, 1982 be dispensed with and that they be accepted as written. The Chairman presented to the Stockholders a copy of the Annual Report for the year ended December 31, 1982, and on motion duly made and seconded, it was ordered that the Report be filed with the records of the meeting. The Chairman stated that in accordance with Article III, Section 1 of the By-Laws it was in order for the Stockholders to designate the number of Directors which will constitute the whole board, and, on motion duly made and seconded, it was RESOLVED, that the number of Directors which shall constitute the whole board shall be thirteen (13). The Chairman then stated that it was in order to elect thirteen directors and called for nominations. Thereupon the following were nominated to act as Directors of the Company until the next Annual Meeting of Stockholders and until their successors are elected and qualified: P. H. Conze J. A. Donaldson A. R. Dragone 0. A. Fennie R. W. Godwin R. J. Huffman J. Lister R. C. Schroeder M. D. Sellers N. B. Smith C. R. Tully A. F. Weller K. West The Chairman asked if there were any further nominations and there being no further nominations declared the nominations closed, and called for a HNA 27124 -3- vote by ballot. After canvassing the meeting, the Secretary submitted the ballot indicating that the aforesaid gentlemen had each received 8,200,000 votes. The Chairman thereupon declared that Messrs. Conze, Donaldson, Dragone, Fennie, Godwin, Huffman, Lister, Schroeder, Sellers, Smith, Tully, Weller, and West had been duly elected Directors of the Company to hold office until the next annual meeting and until their successors are elected and qualified. The Chairman then stated that the Board of Directors has appointed the firm of Peat, Marwick, Mitchell & Co., subject to such appointment being ratified by the Stockholders at the Annual Meeting, to examine the consolidated financial statements of the Corporation for the year 1983 and to perform such other services as may be required of them, and on motion duly made and seconded, it was RESOLVED, that the appointment, by the Board of Directors of this Corporation, of Peat, Marwick, Mitchell and Co., to examine the consolidated financial statements of the Corporation for the year 1983, and to perform such other services as may be required of them, be and it hereby is ratified. There being no other business, the meeting, on motion, adjourned. HNA 27125 Interoffice Alcinoraiulimi TO (Name and Location) See below 1QM (Nm nd Location) M. T. Cloran Mr. R. J. Beatty - 101A Mr. J. A. Fennie - NYO Mr. R. R. Fisher - 118 Mr. N. J. Fortson - 114 Dr. R. W. Godwin - 116 GEN 55 (REV.6/7 DATE Mav 25. 1983 REFERENCE NO. MTC-83-209 Mr. R. J. Huffman - 102 Mr. N. A. Hunter - NYO Mr. J. M. Ross - 113 Mr. M. D. Sellers - 118 Because of the scheduled "buy out" by Celanese of ICI's interest in FII, it will not be necessary to prepare the material for the July Board meeting as requested in my letter of May- 3. bac cc Dr. A. E. Champ - NYO Mr. R. J. Clark - 111 Mr. E. A. Collins - NYO Mr. R. J. Foltz - 112 Mr. W. B. Gallagher - 135 Mr. E. L. Kanter - NYO Mr. D. W. Lodge - NYO Mr. P. 0. Nodtvedt - 133 Mr. D. H. Phillips - NYO Mr. F. H. Reed - 133 ' Mr. R. S. Roberts - NYO Dr. G. R. Scantlebury - 112 Mr. R. C. Schroeder - 100 HNA 27127 12/26/73 1/16/74 1/16/74 4/15/74 4/15/74 6/14/74 8/23/74 11/20/74 1/14/75 1/31/75 4/10/75 4/10/75 6/25/75 4/15/76 4/15/76 6/28/76 2/14/77 4/15/77 4/15/77 FII INTERNATIONAL CO., INC. Certificate of Incorporation Stock Certificate - 25 Shares ($100 each) First Meeting Minutes - N.Y. Stockholders Meeting Minutes - N.Y. Board of Directors Meeting Minutes - N.Y. Consent of Dir. in lieu of Special Meeting of Bd. of Dir. (Power of Attorney Resolution granted to Jerome E. Link to execute to Universal Transcontinental Corp.) Consent of Dir. in lieu of Special Mtg. of Bd of Dir. Resolution - Treasurer authorized to open bank account with French American Bnaking Corp., N.Y. Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash dividend - $2,300,000 Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - E.S. Hill elected to fill vacancy created by P.T. Barrett's resignation. Resolution - Bank signature authorization to E.S. Hill & deleting P.T. Barrett. Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash Dividend - $1,000,000 Stockholders Meeting Minutes Bd. of Dir. Meeting minutes Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - President or Vice President authorized to issue Power of Attorney or letter of authorization to The Chase Manhattan Bank, N.A., Singapore 1 Stockholders Meeting minutes Bd. of Dir. Meeting minutes Consent of Sole Stockholder in lieu of Special meeting of stockholders Resolution - By-Laws Amended by addition of Article V, Section 15, Power of Attorney - President, Treasurer or Secretary authorized to execute such power of attorney necessary to conduct business Consent of Dir. in lieu of Special Meeting of Bd. of Dir. Resolution - M.T. Cloran elected to fill vacancy created by death of J. Brennan Resolution - Banking resolution amended by adding M.T. Cloran and deleting J. Brennan Stockholders Meeting minutes Board of Directors Meeting minutes HNA 27128 FIT INTERNATIONAL CO., INC. 2- - 6/20/77 1/24/78 4/19/78 4/19/78 Bd. of Dir. Meeting minutes Resignation of J. David McCalmont from position of V.P., Asst. Sec. and electing Manuel Schultz to succeed him. Resolution - Bank signatures re above. Consent of Dir. in lieu of Special Mtg. of Bd. of Dir. Resolution - Cash Dividend $2,406,979 Consent of Sole Stockholder in lieu of Annual Mtg. of Stockholders Resolution - Directors elected: R.D. Smith J.E. Link E.S. Hill Consent of Dir. in lieu of Organization Mtg. of Bd. of Dir. Resolution - Officers elected: R.D. Smith President J.E. Link Vice President M. T. Cloran V.P., Sec. & Treas. M. Schultz V.P., Asst. Secretary HNA 27129 MINUTE BOOK - 9/22/58 - 12/6/60 9/19/58 Certificate of Incorporation of Lindum Fibers Corporation from State of Delaware By-Laws of Lindum Fibers Corporation 9/22/58 9/24/58 Meeting of Incorporators - Lindum Fibers Corp. (Election of Directors: 8) (held at Shearman &: Sterling & Wright office, 20 Exchange Place, N. Y. ) First Meeting of Board of Directors - Lindum Fibers(180 MadisonAve. , N. Y. ) (Election of Officers: J.H. Black - President & Chairman C.I. Rutherford - Vice President Kenneth Hewison Smith - Vice President James Brennan - Secretary-Treasurer ) Subscribed Stock: 100,000 shares to ICI at $10. 00/share 100, 000 shares to FII M" Resolution to purchase site for first polyester plant (Shelby) Stock Certificate Form 10/16/58 Trade Mark Agreement (Lindum Fibers & ICI) "Teron" 10/15/58 Certificate of Authority to do business in North Carolina. 10/28/58 Unanimous Consent to Amendment of Certificate of Incorporation of Lindum Fibers Corp. (to change name to Fiber Industries, Inc.) & attached Certificate of Amendment from State of Delaware 11/3/58 Amendment Certificate of Authority from State of N. C. (name change) 12/2/58 Minutes of Special Meeting of Stockholders (death of G.H. Richards and election of R.O. Gilbert as Director) 12/2/58 Minutes of Meeting of Board of Directors (180 Madison Ave. , N. Y. ) (Authority to contract with H. K. Ferguson Co. for engineering report covering construction of pioneer plant and a commercial production unit. 3/3/59 Minutes of Meeting of Board of Directors (180 Madison Ave. , N. Y. ) 4/10/59 Certificate of Authority to do business in New York. HNA 27037 4/9/59 Minutes of Annual Meeting of Stockholders (180 Madison Ave. , N. Y.) 4/22/59 4/23/59 4/24/59 Unanimous Consent (signed by all Directors) (Changing Cert, of Incorp. Article Numbered "FOURTH" - total number of shares 1,900,000 @ $10. each) Unanimous Consent of Stockholders (re stock shares) Certificate of Amendment of Cert, of Incorp. from Delaware (re stock shares) 4/27/59 4 /?o / ^a Minutes of Board of Directors Meeting (180 Madison Ave. , N. Y. ) (re issuancejof_L.5D0.J3flfl-slAXA*-af-cOTamon"tock) rinfi rm A >--* ^ ~ ------ J 1 ^ " 1 ' T,~T 6/2/59 9/3/59 Minutes of Board of Directors Meeting (180 Madison Ave. , N. Y. ) 4v:T-^ f r C J. ** > - / * t- c' * ^r.- ' / /* ' ` '> -V.-i' <? Zo ^/ ;o f _ tK'p Minutes of Special Meeting of Stockholders (resignation of C.I. Rutherford and election of K. Hewison-Smith) 9/3/59 12/1/59 3/1/60 Minutes of Board of Directors Meeting (Election of officers: J. H. Black - President & Chairman P. T. Barrett - Vice President K. Hewison-Smith - Vice President J. Brennan - Secretary-Treasurer | ` } tt 7 r << :-) 1 \^*S`,aA\A\ Minutes of Board of Directors Meeting (180 Madison Ave. ,N,Y.) Authority to proceed with construction of filament-yani-plant at Shelby. Authority to grant, sign & deliver powers of attorney Billsof lading conferring authority to make entry and collect drawback. Minutes of Board of Directors Meeting (Plant Site near Shelby, N. C. ) President & Treas. authorized to execute promissory notes on behalf of Corp. , payable to Celanese & ICI, in a total not to exceed $10,000,000. Fortrel trademark adopted. 4/14/60 Minutes of Annual Meeting of Stockholders (180 Madison Ave. , N. Y. ) 4/18/60 Minutes of Board of Directors Meeting (180 Madison Ave. , N. Y. ) (Election of Officers: J.H. Black - President K. Hewison-Smith - V.P. - Commercial Dir. P. T. Barrett - V.P. - Technical Dir. J. Brennan - Secretary-Treasurer 9/6/60 Minutes of Board of Directors Meeting (180 Madison Ave. , N. Y. ) Establish bank accounts in Shelby (First National Bank of Shelby Union Trust Company, Shelby) Resolution that 7/1/60 be designated as the date of commencement of regular commercial sales of polyester fiber manufactured by the Company, and endorsement of agreements dated 9/24/58: 1. Design & Eng. Agreement between FII & ICI 2. Marketing Agreement between FH & Celanese 3. Technical Assistance Agreement between FII & ICI 4. Services, Patent Licenses & Tech. Assistance Agreement between FII & Celanese 5. Patent License Agreement between FH & ICI Est. sheet $12, 111,400 - construction of fil. yarn production facilities also funds for installation of black polymer preparation & handling facilities & equipment for windup of heavy denier yarn.(,S>2L^t, u- SO^ Resolution that J. H. Black be authorized and directed to execute & deliver Power of Attorney appointment Celanese attorney to effectuate & administer program for licensing to Converters of trademark "Fortrel". HNA 27038 Book No. 1 (continued) 12/6/60 12/6/60 Minutes of Special Meeting of Stockholders (180 Madison Ave. , N. Y. ) (Amend By-Laws to increase from 8 to 10 the number of directors & to fill the newly created directorships: (George F. Whitby nominated & elected) ^ r? JU'j . .?.//, 4 -i *"*" tt-.t ' ''/* ` * + ii I i < tJK, C ^4.-. / C / ^ .'/'+ ~ i' * *"*{*.' v.ji/-; . . Minutes of Board of Directors Meeting (180 Madison AVe. , N. Y. ) ,' Technical Exchange Agreement between CIL & FII ' License to sell polyester fiber in Mexico - Agreement between ICI &r FII Book No. 2 - FIBER INDUSTRIES. INC. 3/7/61 4/13/61 Minutes of Board of Directors Meeting (Charlotte, N. C. ) Retirement of Dr. Kamm from Board of Directors Resolution that Pres. & Treas. be authorized to execute promissory notes payable to Celanese & ICI not to exceed $20, 000, 000 and to renew them periodically. _ . ; - --...........- '/,,' J . ; ' " ' r' c'-2 fi* *!' ;-A:l Minutes of Annual Meeting of Stockholders (180 Madison Ave. , N!Y. ) (pension plan for FII Annual Report - I960 6/6/61 Minutes of the Board of Directors Meeting (180 Madison Ave. , N. Y. ) Correction to Minutes 3/7/61 - Promissory notes RFA C-95 - Batch Glycol Recovery Facilities - $256,000 approved RFA C-104 - Addition of Line 4 in Polymer Plant - $298, 100 approved in principle but funds withheld ^ 10/26/61 Minutes of Board of Directors Meeting (522 Fifth Avenue, N. Y. ) Resolution - Technical Information Exchange Agreement between CIL & FII Polyester Tire Cord Discussions 12/5/61 3/6/62 Minutes of Board of Directors Meeting (522 Fifth Ave., N.Y.) red., iT--< 't -* --i --> f ~-'<-< ;-i s'*>->. * i . Minutes of Board of Directors Meeting (Charlotte, N.C.) Retirement of Hewison-Smith and Gilbert from Board 4/12/62 FII-103 - additional polymer prod, facilities - $1,868,886 FII-106 - installation of add. staple processing facilities - $797,530 FII-107 - initiation of work directed towards construction of experimental d.p. unit - $100,000 v 'r- * * ' f '-s i' * $ r Minutes of Annual Meeting of Stockholders (522 Fifth Ave. , N. Y. ) Annual Report - 1961 6/11/62 Minutes of Board of Directors Meeting (522 Fifth Ave. , N. Y.) FII-107 - Eng. & constructing c.p. pilot plant at Shelby - $335,000 Officers elected: J.H. Black - President P.T. Barrett - Vice President J.B. Phelps - Vice President J. Brennan -- V.P. & Secretary-Treasurer HNA 27039 Book No. 2 - FIBER INDUSTRIES, INC. 9/5/62 Minutes of Board of Directors Meeting (522 Fifth Ave. , N. Y. ) FI-108 - Staple Fiber Spinning Facilities & Auxiliaries - $2,929,000 FI-109 - Additional Staple Fiber Processing Facilities - $681,000 FI-110 - Interim High Tenacity Yarn Facilities - $1,980,000 FI-112 - Addition to "C" Building - $773,000 12/4/62 Minutes of Board of Directors Meeting (522 Fifth Aven. N. Y. ) FI-113 - Install facilities for yarn beaming, beam handling & construction offices & warehousing - $238, 140 v 3/5/63 . 4/11/63 Minutes of Board of Directors Meeting (Shelby, N. C. ) FI-114 - Provide facilities for production of add. 12 MM lb staple fiber annually - $4, 950, 500 Resolution to increase amount President & Treasurer authorized to execute promissory notes from $20 MM to $30 MM Resolution - Licensing of trademark "Sundance" Minutes of Annual Meeting of Stockholders (522 Fifth Ave. , N. Y. ) 6/5/63 Minutes of Board of Directors Meeting (522 Fifth Ave. , N. Y. ) Agreement - ICI, Celanese & FH - manufacture polyester film in U.S. by Celanese using ICI's stenter process Refinancing of long-term debt - Agreement with Prudential, Chase, & Morgan Guaranty - $10, 000, 000 ' 9/20/63 Minutes of Board of Directors Meeting (522 Fifth Avenue, N.Y.) - Open account with Chase Manhattan Bank - RFA FI-116 - Additional Staple Fiber Facilities ($5,932,000) - RFA FI-117 - Continuous Direct Esterification and Low Polymerization Experimental Facilities ($322,400) - RFA FI-118 - Purchase of Prototype R500 Bulked Yarn Draw Frame ($139,200) - Nylon 66 joint study 8/29/63 presented & filed - Approval of proposed plant site near Greenville,S.C. - Authorization of polyester plant site in Salisbury-Lexington,N.C. area 12/2/63 Minutes of Special Meeting of the Stockholders (Charlotte, N.C.), - Resignation of James H. Black as a Director - Amendments to Certificate of Incorporation (Article Fourth, Paragraph H of Article Ninth, Paragraph K at end of Article Ninth/ L -) - Amendments to By-Laws (Section 6 of Article II, Section 1 of Article III, Section 1 of Article V, Section 3 of Article V, Section 4 of Article V, Section 1 of Article VIII) -Stock Bonus Trust adopted - Resolution to transfer assets of FII Pension Plan to Celanese Pension Plan J.~ta fc CLkM~ CaJ- . pxa. . . j&Ju im.J fy-*-- t * . C t- - - V f> / ( 1 * 'Y ^ ' L 33. >co \ .i /*/./. 6. 3/7 HNA 27040 Book No. 2 - Fiber Industries, Inc, - continued) 12/ 3/63 Minutes of the Board of Directors Meeting (Charlotte, N. C.) - Resolution approving Main Agreement between Celanese, ICI, British Nylon Spinners, Nylon Industries, Inc. and FII and certain other agree ments - Resolution electing P.H. Conze Chairman - Resolution electing officers: D. Taylor - President P.T. Barrett - V.P. J.B. Phelps - V.P. J. Brennan - V.P., Sec. & Treas. - FI-115 - $9,414,000, to provide facilities for production of 7.84 MM lb/yr additional filament yarn & polymer production. - Status report on acquisition of 436-acre plant site location - Salisbury - RFA's approved: FI-119 - $562,459, installation of small scale cont. tire cord unit. FI-120 - $403,000, to provide pilot plant with BNS equip. & tech, for Nylon 66 dev. HNA 27041 Book No. 3 f7 I I O^Z__ 3/3/64 Minutes of Board of Directors Meeting (New York) President authorized to sell to O.A. Wright 6 acres of tract of land purchased by FII from P.H. Satterwite in Rowan County RFA FI-113, Rev. 1 - Anticipated overexpenditure - yarn beaming beam handling, construction offices & warehousing Shelby plant - $31,468 RFA FI-121 - Installation of 3,000,000 Ib/yr tire cord plant Shelby Plant $703,837 RFA FI-112 - Construction and equipping of pilot plant lab & office facilities - Archdale Drive $1,520,700 (and relocating from Shelby) 4/9/64 Minutes of Annual Meeting of Stockholders 6/29/64 7/29/64 Minutes of Board of Directors Meeting (New York) Resolution to enter marketing agreements with South American affiliates of Celanese Corp. for sale of polyester fiber Resolution to effect certain changes in the Stock Bonus Trust Agreement dated 12/30/63 Approved that Chemcell (1963) Limited use the Fortrel trademark FI-123 - Additional R500 Bulked Yarn Facilities - $108,185 FI-124 - Equipment Required for Production of Film Grade Polymer $186,998 Approval in principle given for expenditure of a maximum of $1,500,000 during 1964 to permit clearing and grading of Salisbury plant site Minutes of Board of Directors Meeting - N.Y. No business - meeting adjourned because of lack of quorum. 9/1/64 Minutes of the Adjourned Session of the Board of Directors Mtg. - N.Y. Resolution: FII issue and sell in the amounts provided for in the 1984 Bond Agreements $100,000,000 aggregate amount of its 5% First Mortgage and Collateral Trust Bonds due 8/1/84. Resolution: 1984 Bond Agreements between FII and Prudential and Metropolitan be approved. & 18 other Resolutions pertaining to above. HNA 27042 f/V/6 7 />/o/7 / HNA 27043 FIBER INDUSTRIES, INC. Listing of Past and Present Board of Directors Name James Brennan - FII (deceased) Robert T. Armstrong - Celanese Eric A. Bingen - ICI James H. Black - FII John W. Brooks - Celanese Alfred Caress - ICI Edward D. Kamm - ICI George H. Richards - Celanese (deceased) C. Ian Rutherford - ICI Ronald 0. Gilbert - Celanese Kenneth Hewison-Smith - ICI George F. Whitby - ICI James R. Kennedy- Celanese Brian R. May - ICI Peter T. Barrett - FII, ICI, FII Peter H. Conze - Celanese Edward B. Abbot - ICI David Taylor - FII Wil1iam A1lman - ICI James H. Worth -Celanese (deceased) Percy W. Carlene- ICI Alexander R. Cochran - Celanese Louis F. Laun - Celanese Howard W. Morris - ICI Frank J. Pizzitola - Celanese Frank Howlett - FII Jonathan B. Phelps - FII Robert L. Dietrich - FII Alan B. Patrick - ICI Reiner G. Stoll - Celanese Denys N. Marvin - ICI George W. O'Dair - Celanese William B. Duncan - ICI W. Kenneth Gardener - ICI Francis W. Theis - Celanese Robert Has!am - ICI Allan R. Dragone - Celanese C. Robert Tully - Celanese David E. Watts - ICI N. Brian Smith - ICI Norman M. Mims - ICI Robert L. Mitchell - Celanese Ira B. Wheeler, Jr. - Celanese Eric S. Hill - FII G. Denis Cordner - ICI Richard D. Smith - Celanese, FII Robin A. Biggam - ICI John H. Harvey-Jones - ICI Term of Office Beqinninq Endinq 9/22/58 1/19/77 Secretary 9/22/58 4/17/74 9/22/58 4/11/63 9/22/58 12/2/63 9/22/58 10/5/65 9/22/58 4/14/66 9/22/58 4/13/61 9/22/58 12/2/58 9/22/58 9/3/59 12/2/58 4/12/62 9/3/59 4/12/62 12/6/60 4/17/74 4/13/61 10/4/66 4/13/61 4/8/65 4/12/62 4/10/75 4/12/62 Active 4/11/63 1/20/71 12/2/63 1/3/67 12/3/63 8/2/66 12/3/63 4/8/65 4/8/65 1/3/67 4/8/65 4/14/66 10/5/65 4/15/71 4/14/66 10/2/68 4/14/66 10/7/69 8/2/66 1/14/70 10/4/66 7/6/78 1/3/67 4/15/71 1/3/67 10/20/71 1/3/67 7/12/72 4/10/69 4/13/72 7/9/69 4/15/71 7/9/69 4/20/77 1/14/70 7/12/72 1/14/70 7/12/72 4/15/71 10/16/75 4/15/71 Active 7/7/71 Active 10/20/71 4/20/77 4/13/72 Active 7/12/72 4/10/75 7/12/72 4/20/77 7/12/72 4/20/77 4/12/73 5/4/83 4/17/74 4/20/77 4/17/74 7/1/81 4/10/75 10/21/81 10/16/75 10/19/78 HNA 27048 FIBER INDUSTRIES, INC. Listing of Past and Present Board of Directors Martin T. Cloran - FII Robin D. Andrews - ICI & FII Hugh Roe - ICI Arthur B. Nichols - Celanese Kenneth West - ICI John Lister - ICI John A. Fennie - Celanese A. F. "Sam" Weller - ICI Robert C. Schroeder - Celanese M. Dow Sellers - FII Barry D. Romeril - ICI Robert J. Huffman - Celanese R. Wayne Godwin - Celanese J. A. Donaldson - ICI Page 2 Term of Office Beqinninq Ending 1/19/77 Active Secretary 4/20/77 7/19/79 4/20/77 10/25/77 4/20/77 4/21/82 10/25/77 Active 10/19/78 Active 4/25/78 Active 4/25/78 Active 4/16/80 Active 7/15/81 Active 10/21/81 5/4/83 7/14/82 Active 5/4/83 Active 5/4/83 Active 5/4/83 HNA 27049 FIBER INDUSTRIES, INC Chairmen 12/2/58 12/3/63 4/13/67 7/12/72 4/12/73 4/10/75 4/25/78 4/15/81 James H. Black Peter H. Conze Reiner G. Stoll Peter H. Conze Peter T. Barrett Allan R. Dragone Jonathan B. Phelps (Vice-Chairman) Robert C. Schroeder 9/58 12/3/63 1/3/67 4/8/71 4/12/73 4/25/78 7/1/81 Presidents James H. Black David Taylor Robert L. Dietrich Peter T. Barrett Jonathan B. Phelps Richard D. Smith M. Dow Sellers 5/19/83 HNA 27050 Mr. Conze first elected Chairman 12/3/63. 4 Last meeting he chaired was 1/3/67. Dr. Stoll elected and served as Chairman 4/13/67. His last meeting chaired was ? 4/13/72. 2t i ri Mr. Conze again elected Chairman 7/12/72. ' Last meeting he chaired was 1/10/73. - --------- Dr. Barrett elected and served as Chairman 4/12/73. Last meeting he chaired was 10/9/74. "1 Mr. Dragone elected Chairman 4/10/75. First meeting he chaired was 4/10/75. (He 4 presided over meeting held 1/15/75 at which *| only 9 Directors were present - not con stituting a quorum.) yr^cti<< j XjlcAa^ulL j St. * jJUdbJ- thsh /. --I FII BOARD OF DIRECTORS Mr. P. H. Conze Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 (Betty) Director, FII Mr. A. R. Dragone Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 (Jane) President & Chief Operating Officer Celanese Corporation Mr. J. A. Fennie (Jane) Celanese Fibers Marketing Company 1211 Avenue of the Americas New York, New York 10036 President, CFMC Dr.'E. S. Hill Fiber Industries, Inc. P. 0. Box 32414 Charlotte, N. C. 28232 (Jean) Vice President, Technical, FII Mr. R. J. Huffman Celanese Fibers Operations P. 0. Box 32414 Charlotte, N. C. 28232 (Polly) V.P., Planning & Business Development, CFO Mr. J. Lister ICI Fibres Hookstone Road, Harrogate Yorkshire HG2 8QN England (Catherine) Chairman, ICI Fibres Telephone: 7 2-343-8021 Telex: 57047/8 ICIFIBRES HGATE Mr. B. D. Romeril (Kathy) Imperial Chemical Industries PLC Imperial Chemical House Millbank London SW1P 3JF England Assistant Treasurer Tel: 7*-342-4444 Telex: 21324 Mr. R. C. Schroeder Celanese Corporation P. 0. Box 32414 Charlotte, N.'C. 28232 (Dorothy) Vice President, Celanese Corporation President, Fibers Operations Chairman, FII Mr. M. D. Sellers Fiber Industries, Inc. P. 0. Box 32414 Charlotte, N. C. 28232 (Helen) President, FII Dr. N. B. Smith ICI Americas Olympic Towers 645 5th Avenue New York, New York 10022 (Phyllis) Director, ICI 212-644-9292 HNA 27052 FII BOARD OF DIRECTORS (continued) Mr. C. R. Tully Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 Mr. A. F. Weller ICI Fibres Hookstone Road, Harrogate Yorkshire HG2 8QN England Mr. K. West ICI Fibres Hookstone Road, Harrogate Yorkshire HG2 8QN England (Mary Jean) Vice President, Chief Financial Officer Celanese Corporation (Sylvia) Commercial Director, ICI Fibres Tel: 5-343-8021 Telex: 57947/8 ICIFIBRES HGATE Deputy Chairman, ICI Fibres Tel: 5-343-8021 Telex: 57947/8 ICIFIBRES HGATE Mr. M. T. Cloran (Mary) Secretary u* h, HNA 27053 October 6, 116T Mr. A. G. '' Mdi, Secretary Imperial Chemical ladattrtai Limited Imperial < Hemical House Millbauk. London. ?. V . 1 England Tear Mr. * code $ Kaeloiti pieaee Oad a certified copy of certain reseintio adopted by Board of Director a of Fiber ladnstriea. l oa October 4, 1447 xutherising tba President of the C or to eater into a Subscription Agreement with the two Stock whereby the stockholders will subscribe to the purchase ^ aggregate of 1.440*909 additioflal shares of ths Comtnou Cteck of F. LL prsaeatly autborised but unissued. I am alee stalesing throe copies of the Subscription Agreement prepered in accordance with the resolutions. ? ill you please arrange for the execution of two copies of the Agreement on behalf of Imperial Chemical Industries Limited and their return to the nndornifnod. I will subsequently forward one fully executed copy for your file. Copies of the Subscription Agreement are today also being for warded to Colanoso Corporation for execution. a eery truly. JB/rwr Enclosures B.c.c. Mr. R. E. Cfriateabary Mr. James -u Hill J. Brennan Sacretsry HNA 27054 FIBER INDUSTRIES, INC. Directors' Resolution I, James Brennan Secretary of Fiber Industries, Inc., Hereby Certify that the following is a true and correct copy of resolution(s) adopt* ed by the Board of Directors of Fiber Industries, Inc. at a meeting duly held on October 4 , 19 67 , at which a quorum was present and acting. Dated: October 6 , 1967 ecr)t Secretary RESOLVED, that the President of this Corporation be and he is hereby authorized to enter into a Subscription Agreement with the two Stockholders of the Corporation, in substantially the form attached hereto, whereby the Stockholders will subscribe to an aggregate of 1, 400, 000 additional shares of Common Stock of the Corporation presently authorized but unissued, said subscriptions to be at par and otherwise in accordance with said Subscription Agreement, and RESOLVED,, that the Secretary of the Corporation be and is hereby authorized and directed to make calls on each subscriber pursuant to said Subscription Agreements, for the sale to each of them of full paid shares of the Corporation, and FURTHER RESOLVED, that upon payment pursuant to the afore said calls, the Officers of the Corporation be and are hereby authorized to issue full paid and nonassessable shares of the Corpo ration and.to execute and deliver Certificates for said shares to the rs. noHt HNA 27055 x uhji\ hhuuo ixvj-lo, hnv^ SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated thisday of October, 1967, between FIBER INDUSTRIES, INC. , a Delaware corporation (herein called "Fiber"), party of the first part, and CELANESE CORPORATION, a Delaware corporation (herein called "Celanese") and IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation (herein called "Imperial"), parties of the second part. WHEREAS, Celanese and Imperial own, respectively mm. 1,875,000 full paid and nonassessable shares of Commott^St the par .... value of $10 each, being all of the authorized shares of Fiber stock now issued and outstanding; and WHEREAS, Fiber has available for issue 1,400,000 authorized but unissued shares of Common Stock of the par value of $10 each; and WHEREAS, Celanese and Imperial wish to subscribe to additional authorized but unissued shares of Common Stock of Fiber. NOW, THEREFORE, the undersigned, in consideration of the mutual agree ments hereinafter contained, hereby severally agree, each with the other, as follows; 1. Celanese hereby subscribes at par, and agrees to pay for in United States dollars, 875, 000 shares of the Common Stock of Fiber of the par value of $10 each. 2. Imperial hereby subscribes at par, and agrees to pay for in United States dollars, 525,000 shares of the Common Stock of Fiber of the par value of $10 each. HNA 27056 j. j^acn oi tne parties ot the second part hereby severally agrees to make payment or payments for all or any of the aforesaid shares of Common Stock to the Treasurer of Fiber, on demand, at such time or times and in such amounts as authorized by the Board of Directors of Fiber or its designee. 4. The party of the first part hereby agrees to accept the aforesaid subscriptions; that calls for payment upon the parties of the second part shall be made proportional to their present holding of the Common Stock of Fiber; and that the preemptive rights of the parties of the second part, as set forth in the amended Certificate of Incorporation of Fiber, shall in all re spects be observed in the allotment and issuance of the shareajbereinbefore subscribed. mm IN WITNESS WHEREOF, each of the parties has duly.xdc;u greement. FIBER INDUSTRIES, INC. Attest: By_________________ Preside nt Secretary The Common Seal of IMPERIAL CHEMICAL INDUSTRIES LIMITED was hereunto affixed in the presence of: Director Secretary Atte s t: Secretary CELANESE CORPORATION By__________________ President HNA 27057 jig.;;-rgy*" 1 HNA 27139 Celanese Corporation AND Imperial Chemical Industries Limited AND Fiber Industries, Inc. Agreement Dated 1 January 1974 relating to Polyester and Nylon Fibers EXHIBITS (a) Marketing Agreement (b) Polyester Agreement (c) Nylon Agreement (D) Patent License Agreement (e) Polyester Fibers Patents Immunity Agreement (f) Nylon Fibers Patents Immunity Agreement HNA 27140 ilattt A$mmut (HlftB AgrPFmPttt effective as of the first day of January One thousand nine hundred and seventy-four By and Between CELANESE CORPORATION, a Delaware corporation with an office and place of business at 1211 Avenue of the Americas, New York, New York 10036 U.S.A., hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation with a principal office and place of business at Imperial Chemical House, Millbank, London SW1P 3JF, England, hereinafter referred to as "ICI", and FIBER INDUSTRIES, INC., a Delaware corporation with an office and place of business at P.O. Box 10038, Charlotte, North Carolina 28201, U.S.A., hereinafter referred to as "FII". WITNESSETH: THAT in consideration of the mutual covenants and agreements herein contained, the parties hereto intending to be legally bound hereby, covenant and agree as follows: Section 1 RELATIONSHIP WITH THE 1965 AGREEMENTS 1.1. THE parties hereto have entered into a Main Agreement made as of 28 June 1965 to which were annexed a number of subsidiary agreements (hereinafter referred to as the 1965 Agreements). All relevant parts of the 1965 Agreements (including in particular Section 8 of the Main Agreement, Sections 3, 4 and 5 of the Polyester and Nylon Agreements, the Patent License Agreement and the Polyester Fibers and Nylon Fibers Immunity Agreements) shall continue to regulate all Technical Information exchanged between the parties and with T ir^n<aH Affiliates up to and including 31 December 1973 and rights under Patents covering such Technical Information shall continue to be governed by Section 5 of the Patent License Agree ment for the period up to 28 June 1975, as if the exchange of Technical Information had not terminated. For all other purposes the 1965 Agreements are superseded by the revised versions set out in this present Agreement which shall as from the effective date hereof regulate the relationship between the parties and cover the rights and obligations of the parties and of Licensed Affiliates in relation to Technical Information exchanged after such effective date. Section 2 DEFINITIONS 2.1. IN this Agreement and in the agreements and undertakings to be entered into pursuant hereto the phrases set out in this Section shall have the meanings or shall be construed as indicated unless the context otherwise requires. 2.2. "Polyester Polymers*' means melt-spinnable synthetic fiber-forming linear carboxylic poly esters in which the whole or the majority of the molecules of the acidic component is aromatic. 2.3. "Nylon Polymers" means synthetic fiber-forming linear polymers having, as a substantial proportion of the linking groups in the polymeric chain, the recurring groups, -(NR)--(CX)-, joined directly to carbon atoms, R being hydrogen or a hydrocarbon radical and X being oxygen or sulphur. The recurring groups may be reversed. 2.4. "Nylon 66 Polymer" means highly polymeric hexamethylene adipamide. 2.5. "Fiber(s)" means continuous and discontinuous filaments, in monofilament and multi filament form, the individual filaments of which would have, if fully drawn, a greatest diameter 1 or width not exceeding 2.00 mm extending through to the finished package of fiber ready for sale; "Nylon Fibers" means Fibers made of Nylon Polymers; "Polyester Fibers" means melt-spun Fibers made of Polyester Polymers; and "Nylon 66 Fiber" means Fiber made of Nylon 66 Polymer. 2.6. The term "Use" means the use and treatment of Polyester Fibers and Nylon Fibers and the manufacture of fabricated articles therefrom and the use and treatment of such articles. 2.7. "Sales Service Information" means Information on the Use of Fibers that is normally and generally freely given by the originating party without charge and without restriction on use or formal patent license to customers in aid of sales of Polyester Fibers and Nylon Fibers. 2.8. "Agreement Field" means (a) the manufacturer of Polyester Polymers and Nylon Polymers, (b) the production of Polyester Fibers and Nylon Fibers, (c) the Use of Polyester Fibers and Nylon Fibers but subject nevertheless to the exceptions resulting from the application of the explanatory glosses set out in Section 3 hereof. 2.9. "Technical Information" means all research, manufacturing, production and Use informa tion in the Agreement Field unless.the .text otherwise requires and "Received Technical Infor mation" means, in relation to any party hereto or Licensed Affiliate as hereinafter defined. Technical Information which will be received by it from any other party hereto or Licensed Affiliate (other than from a Licensed Affiliate in which the recipient has a 40% share interest as defined in subsection 2.10) under the agreements and undertakings to be entered into pursuant hereto. 2.10. "Licensed Affiliate(s)" means any company (other than FII) in which Celanese or ICI controls at the time directly or indirectly at least 40% of the shares having unrestricted voting rights upon the election of directors and to which, with authorization for use in one or more countries and for specified purposes, (a) in the case of a company in which Celanese has such voting share interest FTI authorizes its Technical Information and its Received Technical Information to be transmitted; and tb) in the case of a company in which ICI has such voting share interest and to which ICI is transmitting its Technical Information, ICI is authorized by FII to transmit, as a supplement thereto. Fit's Technical Information and Received Technical Infor mation obtained by FII from Celanese and from any Licensed Affiliate in subpara graph (a) above. 2.11. References to third parties do not include Licensed Affiliates. Section 3 TREATMENT OF EXCEPTIONAL INNOVATION 3.1. THE Agreement Field is substantially that which was agreed by the parties at the com mencement of FTTs manufacturing operations. At that date the flow of information was almost entirely from ICI to FH and the disparity was recompensed by a royalty. Now two things are apparent (a) The technology that falls within the Field has expanded greatly and rapidly and this process is continuing at such a pace as to make it impossible to foresee with any precision the extent or importance of innovations which will occur within it, and (b) Within the area covered by FTTs current technology the contribution of the parties has become evenly matched. 2 'dy for sale; spun Fibers 66 Polymer. /Ion Fibers and if such articles. is normally and ction on use or i Fibers. 3 the exceptions :ction 3 hereof. d Use informaTechnical Inte rnafter defined, :to or Licensed b share interest >e entered into Telanese or ICI estricted voting n one or more i<" interest FU ition to be t and to which ;II to transmit, Technical Inforate in subpara- at the comi was almost low two things apidly and this iresee with any hin it, and i of the parties 3.2. The parties do not wish to limit the Agreement Field, even were it possible to do so with precision, and wish to continue to exchange information freely within it, but do wish to make a distinction between two kinds of innovation as follows. On the one hand there is the innovation that improves, develops and continuously extends the existing technology of FII's manufacturing operations: the kind of innovation that will emerge from research and development built around the commercial or manufacturing (pilot and production) activities of the parties. Such inno vation is hereinafter referred to as being in the `Technology Development Area". On the other hand, there is the innovation that creates a new product or technology other than by technological evolution of the old and will arise if at all because of the institution of a specific speculative or fundamental research programme. Such innovation is hereinafter referred to as being in the "Fundamental Invention Area". ICI is currently engaged in such a programme. The parties believe as a matter of principle that it is inadvisable to commit to predetermined rules any inno vation in the Fundamental Invention Area before knowing what such innovation may turn out to be. The way in which the parties have agreed to deal with innovation arising as a result of ICI's said programme is set out in the succeeding subsections 3.3 and 3.4 of this Section. In the event that either of the other two parties, sets, up a similar programme and gives notice thereof to the others these provisions shall apply mutatis mutandis to its innovation within the Funda mental Invention Area. For the avoidance of doubt it is agreed that the provisions of 3.3 and 3.4 are limited to inventions within the Fundamental Invention Area and any negotiations under those provisions shall be unaffected by the value either individually or in aggregate of inventions made by any one of the parties within the Technology Development Area. 3.3. If ICI claims (prior to any decision to operate commercially) that it has made an invention of substantial importance in the Fundamental Invention Area, then if FTI elects to make use of such invention, the parties will enter into good faith negotiations to fix an appropriate recompense for ICL 3.4. If ICI claims (prior to any decision to operate commercially) that it has made an invention in the downstream area of the Use of Fibers which lies in the Fundamental Invention Area, which is of substantial importance and which is inappropriate for exploitation within the frame work of these present Agreements, then by good faith negotiations the parties will consider what framework would be appropriate for such exploitation. In the event of failure to agree, the invention shall cease to be within the Agreement Field, no rights to it shall pass to the other parties and, if any_ technical information concerning it has been disclosed, those other parties will agree to keep it secret under the same terms as are provided for Received Technical Infor mation by Section 8 Confidentiality. 3.5. All technology which involves the Use of Fibers, to however small an extent, would in the absence of the provisions of this subsection 3.5 appear to fall within the Agreement Field even though that technology is centered in another industrial field having been developed either by a customer in the other industrial field and disclosed to the Fiber manufacturer, or by the Fiber manufacturer expressly for such a customer. Such technology is likely to be confidential and therefore not disclosable under the Agreements entered into hereunder. Both Celanese and ICI are engaged in industries, e.g. in plastics, other than those centered in Fibers. It is intended that these separate industries shall be treated as customers so that information developed by them for the purposes of their industry or developed by the Fiber manufacturer expressly for them and used only by or for them shall not be disclosable under these Agreements until such time as it ceases to be used exclusively within Celanese or ICI or their affiliates as the case may be. Similar considerations apply_to Polyester and Nylon Polymers, but that position is thought to be taken care of by the Agreement dated 21 October 1971. J Section 4 MARKETING AGREEMENT 4.1. FII and Celanese will forthwith enter into an Agreement, called the "Marketing Agree ment", providing for the sale by Celanese on behalf of FII of FII products, substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "A". Section 5 POLYESTER AGREEMENT 5.1. ICI, FII and Celanese will forthwith enter into an Agreement, called the "Polyester Agree ment", providing for the exchange and use of Technical Information on the manufacture of Polyester Polymers and the production and Use of Polyester Fibers, substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "B". Section 6 NYLON AGREEMENT 6.1. ICI, FII and Celanese will forthwith enter into an Agreement, called the "Nylon Agree ment", providing for the exchange and use of Technical Information on the manufacture of Nylon Polymers and the production and Use of Nylon Fibers, substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "C". Section 7 PATENTS AND PATENTS IMMUNITY AGREEMENTS 7.1. CELANESE, ICI and FII will forthwith enter into an Agreement, called the "Patents Agreement", substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "D". 7.2. Celanese, ICI and FII will forthwith enter into an Agreement, called the "Polyester Fibers Patents Immunity Agreement", substantially identical in form and substance with the form attached nereto. made a pan hereof and marked Exhibit "E". 7.3. Celanese, ICI and Fll will forthwith enter into an Agreement called the "Nylon Fibers Patents Immunity Agreement", substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "F\ Section 8 CONFIDENTIALITY 8.1. Each party hereto shall obtain from its officers, directors, employees, contractors and agents assurances to prevent disclosures not authorized to be made bv sucn party of Received Technical Information in accordance with subsection 8.2. 8.2. Each party hereto agrees at all times hereafter to use its best efforts to maintain in strict confidence unpublished Received Technical Information and not to make any unauthorized disclosure or use thereof so long as and to the extent that the same remains unpublished, pro vided that it is not already known to and the property of the recipient at the time of receipt or has not been lawfully obtained from some other source. The provisions of this subsection 8.2 shall terminate with respect to Polyester Polymers and Polyester Fibers and Nylon Polymers and HNA 27144 arketing Agreemtially identical :ed Exhibit "A". olyester Agreemanufacture of illy identical in ed Exhibit "B". "Nylon Agreemanufacture of endcal in form Exhibit "C". ;d the "Patents d hereto, made Polyester Fibers ie form attached "Nylon Fibers with the form itractors and 1 of Received aintain in strict y unauthorized .published, prole of receipt or subsection 8.2 n Polymers and Nylon Fibers ten yeazs after the termination as therein provided, respectively, of the exchange of Technical Information under the Polyester Agreement referred to in Section 5 and the Nylon Agreement referred to in Section 6. 8.3. The provisions of subsection 8.2 shall not apply to Sales Service Information. Section 9 SALE OF STOCK 9.1. CELANESE and ICI agree not specifically to pledge their respective shares of Common Stock of FII provided that this shall not prohibit a general charge or pledge created upon the whole or the major portion of the assets of Celanese or ICI. 9.2. In the application of subsections 9.3 and 9.4 Celanese and its Subsidiaries shall be regarded as one entity and ICI and its Subsidiaries shall be regarded as another entity and for this purpose a "Subsidiary" shall mean a company of which Celanese or ICI as the case may be owns bene ficially, directly or indirectly, the whole of the capital stock of such company. 9.3. Subject to subsection 9.1 each entity agrees that if at any time while both entities are owners of Stock of FII it desires to sell all or any part of its shares of Stock of FH to any person not forming part of its own entity, it will give the other entity a first right to purchase in the following manner: (a) The entity desiring to sell (herein sometimes called "offeror") will give to the other entity (herein sometimes called "offeree") a notice and offer in writing stating (i) the number of shares of Stock of FII offered for sale to offeree; (ii) the total price of the shares so offered and the place and currency of payment; and (iii) that the said offer shall remain open and irrevocable for a period of sixty days. (b) If the aforesaid offer is accepted in writing and unconditionally prior to its expiration, offeree shall have a further period of ninety days after the termination of such sixtyday period to make payment in full of the total price of the shares so sold; and (c) If the said offer is not so accepted, offeror may offer and sell the said shares of FII to any person or persons not forming part of its own entity at such price per share as shall provide a total selling price not less than the price fixed in the notice and offer to offeree for settlement at any time or from time to time within a period of twelve months from the expiration or earlier refusal of the said offer. If sale is to be made to a single person (or a small number of persons essentially comprising a single business entity) it shall be a condition of such sale that the purchaser or purchasers shall agree by contract with the offeree (who will then be the other stockholder) to provide a first right of purchase to the offeree from the purchaser or purchasers identical in effect to that provided by this subsection 9.3. The offeree hereby agrees to enter into such contract with the purchaser or purchasers. If the entity desiring to sell does not sell the shares so offered within such twelve-month period, the said shares shall again be subject to a first right of purchase as aforesaid. 9.4. Qlanw and ICI each hereby consents to the transfer at any time by the other to any Subsidiary of such other of the whole or any part of that other's holding of Common Stock of FII, but only for such period as such Subsidiary shall remain a Subsidiary of that other. Neither J Celanese nor IC1 will without the consent of the other, while both are owners of shares of Stock of FH, sell any share or shares of the Stock of any Subsidiary which then holds any share or shares of the Stock of FII, or permit any Subsidiary which then holds any share or shares of the Stock of FII: (i) to sell any share or shares of Stock of FII to any person other than Celanese or ICI or a Subsidiary of Celanese or ICI as the case may be, or (.ii) to issue any share or shares of its Stock to any person other than Celanese or ICI or a Subsidiary of Celanese or ICI as the case may be, or (iii) to merge into or with or consolidate with any company other than Celanese or ICI or another Subsidiary of Celanese or ICI as the case may be. Section 10 GENERAL PROVISIONS 10.1. In the event that a Licensed Affiliate ceases to be qualified as such its rights and obli gations in regard to the exchange of Technical Information shall forthwith cease and insofar as it shall have acquired rights or undertaken obligations under this Agreement or the agree ments or undertakings to be entered into pursuant to this Agreement such rights and obligations shall remain in being and be given effect. 10.2. No disclosure of Received Technical Information shall be made by any party hereto to a Licensed Affiliate or third party unless such Licensed Affiliate or third party shall have entered into an agreement in writing to observe, perform and be bound by the terms and conditions of this Agreement (and in particular the provisions of Section 8 of this Agreement) and the agree ments and undertakings to be entered into pursuant hereto so far as the same are appropriate and applicable to the circumstances. Any modification or cancellation of any of the provisions of this Agreement or any agreement or undertaking to be entered into pursuant to this Agreement shall be binding upon all Licensed Affiliates provided that no such modification or cancellation shall impose upon any Licensed Affiliate any obligation to make any direct payment of money. 10.3. The parties hereto agree that no rights shall be granted under this Agreement or be deemed to be granted under the agreements and undertakings to be entered into pursuant to this Agreement by any one of them that would be inconsistent with any pre-existing commitment of that party at the date hereof (including renewals thereof pursuant to provisions contained in or relating to the agreement in which the commitment is contained but so that the scope of the commitment is not increased) and that the provisions of this Agreement and of the agreements and undertakings to be entered into pursuant hereto, irrespective of anything contained herein or therein, are specifically subject to the provisions of this subsection 10.3. Each of the parties also agrees that no rights to use Received Technical Information nr under patents are, conferred except as specifically stated in the agreements and undertakings to be entered into pursuant to this Agrcfmpnt ThU subsection 10.3 shall apply in relation to the commitments of a Licensed Affiliate as of the date of its authorization. 10.4. As to any injury to person or damage to property arising out of or in connection with the performance of this Agreement and of the agreements and undertakings to be entered into pursuant hereto, the parties hereto each agrees that: (a) each will assume full risk of damage or injury to its respective properties, representa tives and employees; (b) each hereby releases the others from any and all loss or liability from whatever source arising, including negligent acts, for damage to its respective properties; 6 of Stock y share or 3r shares of the aD Celanese or ielanese or ICI ielanese or ICI rights and obliase and insofar it or the agreeand obligations arty hereto to a ill have entered id conditions of and the agreeare appropriate f the provisions this Agreement or cancellation ^ t of money. peement or be pursuant to this ag commitment ns contained in he scope of the the agreements stained herein of the parties are conferred > pursuant to af a Licensed -ction with the ae entered into ties, represcnta- vhatever source ies; (c) each hereby indemnifies and holds harmless the others against all loss or liability from whatever source arising, including negligent acts, on account of personal injury to its respective representatives and employees; and (d) each hereby indemnifies and holds harmless the others against claims of persons and organizations other than those referred to in (a), (b) and (c) above arising from its acts or failure to act, on account of personal injury to, or damage to the property of, such persons and organizations. 10.5. The recipient of any item of Technical Information under this Agreement or the agree ments and undertakings to be entered into pursuant to this Agreement shall observe and be bound by the provisions of any Governmental Law or Regulations binding in regard to the trans mitter of such item of Technical Information or the plant or the product produced with the employment of such item of Technical Information as may be notified in writing by the trans mitter to the recipient at or prior to the time of the disclosure. 10.6. Any delays in or failure by any party hereto in performance hereunder or under any of the agreements and undertakings to be entered into pursuant to this Agreement shall be excused if and to the extent caused by occurrences beyond such party's control, including, but not limited to, acts of God, decrees or restraints of Government, strikes or other labor disturbances, war, sabotage, and any other cause or causes, whether similar or dissimilar to those already specified, which cannot be controlled by such party. Such performance shall be so excused during the continuance of the inability of the party to perform so caused, but for no longer period, and the delay or failure shall be remedied as far as possible with all reasonable dispatch. 10.7. Whenever under the provisions of this Agreement or any agreements and undertakings to be entered into pursuant to this Agreement, any notice is required to be given, such notice shall be given in writing, and notice by mail shall be deemed to be given at the time when such notice and confirmation thereof shall both be mailed, postage prepaid, by registered air mail (for overseas service) and surface mail respectively, addressed to Celanese at 1211 Avenue of the Americas, New York, New York 10036, U.S.A., to ICI at Imperial Chemical House, Millbank, London SW1P 3JF, England, and to FII at P. O. Box 10038, Charlotte, North Carolina 28201, U.S.A., in each case for the attention of the Secretary, as the case may be. Any party may change its address for the purposes of this Section by giving written notice to the other parties of such change in the manner hereinabove provided. 10.8. This Agreement and all agreements and undertakings entered into pursuant to this Agree ment shall not be assignable by any party without the prior written consent of the other parties to this Agreement; provided, however, that Celanese or ICI may, without consent, assign this Agreement and all agreements and undertakings entered into pursuant to this Agreement, together with its shares of Common Stock of FII, to an assignee of or successor to substantially all of its assets. Such assignment shall not become effective to release the assignor from its obligations until the assignee has entered into a valid and binding agreement in favor of the parties hereto to observe and perform the obligations of the assignor and to stand, for all purposes, in the shoes of the assignor. 10.9. If at any time ICI does not control directly or indirectly more than thirty-five per cent of the voting Common Stock of FII, or Celanese does not control directly or indirectly more than thirtyfive per cent of the voting Common Stock of FII, ICI and Celanese may each by notice in writing given to the other and to FII terminate the said Marketing Agreement provided that in such case FII may elect by notice in writing given within ten days after such termination to have such Marketing Agreement continue for a set period of up to one year; 7 terminate the exchange of Technical Information under the said Polyester Agreement; and terminate the exchange of Technical Information under the said Nylon Agreement. Notice given shall be effective in respect of all said Agreements and not some or one only. 10.10. EACH of the agreements and undertakings to be entered into pursuant to this Agreement shall be subject to the provisions of this Agreement. 10.11. THE validity, performance, construction and effect of this Agreement and all agreements and undertakings entered into pursuant to this Agreement shall (unless otherwise expressly stated) be governed by the Law of the State of New York. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION By Robert T. Armstrong Senior Vice President FIBER INDUSTRIES, INC. By Peter T. Barrett Chairman pr-cjnent; and ie only. :his Agreement all agreements pressly stated) as of the day nt [seal] [seal] [seal] EXHIBIT "A" MARKETING AGREEMENT THIS AGREEMENT effective the first day of January One thousand nine hundred and seventy-four BY AND BETWEEN FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FIT and CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Celanese". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 1. FU agrees to employ Celanese during the term of this Agreement, and Celanese agrees to act, during the same period, as agent for FU in the sale of Polyester Fibers and Nylon Fibers and such other products within the Agreement Field as the parties may agree all of which are hereinafter referred to as "FU products" throughout the world. For the purpose of this Agreement, "sale" or "sales" will include tales promotion, advertising, publicity, market research, application and product development, u*4miel sales service and all aspects of marketing and Celanese will be responsible for all activities within this definition. Celanese agrees to use its best efforts during the term of this Agreement to promote and enlarge the sale of FU products. 2. Marketing agents and sub-agents may be employed for exports. Insofar as Celanese does this, Celanese can grant such agents and sub-agents a commission about the size of which Celanese and FU will have to agree. In determining such commission, there shall be taken into account the commission which Celanese pays agents and sub-agents for the marketing of similar and related products. The commission which Celanese grants agents and sub-agents shall be a marketing cost of Celanese. 3. There shall be the fullest exchange of views and information as to prices and other matters of importance between Celanese and FU. Celanese as sales agent and FU as principal shall mutually agree upon procedures and principles for the sale of FU products in the best interests of FU. In the event that the executives of Celanese and of FU are unable to agree upon any particular procedures or principles, the matter in dispute shall be settled by the Board of FU. Any material departure by Celanese from the above mf.hli.heri proce dures and principles shall be first approved by FU. 4. Any Trademarks employed in connection with the sale of FU products shall be registered in FU's own name. In promoting the sale of FU products hereunder, Celanese may use and allow the use of its own name and may associate said products with products of its own manufacture in the course of its sales activities, provided it shall designate such FU products only with FU Trademarks and, where such Trademarks are employed, shall always include the statement "Trademark of Fiber Industries, Inc.", or such other reference as shall be agreed by FU as sufficient for the protection of the said Trademarks and their registration. 5. Notwithstanding the provisions of Paragraph 4, in promoting the sale of Nylon Fibers hereunder, Celanese may use and allow the use of its own name and its own Trademark "Celanese" and may associate said products with products of its own manufacture in the course of its sales activities. To the maximum extent practicable as judged by effective marketing standards, FlTs Trademarks shall be employed and in all such cases Celanese shall include the statement "Trademark of Fiber Industries, Inc." or such other reference as shall be agreed by FU as sufficient for the protection of the said Trademarks and their registration. FU agrees that it shall not obtain any rights to the Trademark "Celanese" and agrees to take all action reasonably requested by Celanese to confirm the ownership by Celanese of such Trademark "Celanese". 6. Orders obtained by Celanese shall be transmitted to FU which shall acknowledge, ship, invoice and collect 7. FU will 4iwin to Celanese all whniral information regarding FU products and their use and treatment which requires for the efficient marketing of those products. 8. Celanese will prepare for FU sales forecasts at least two months before the start of each quarter, for the succeeding twelve months' period. Celanese will also prepare an annual hnrfyet iremmvt in reasonable detail to cover its mtimmed costs and expenses, free of commission, which will be atpim) P" "th F11 "d 'ball not be~~excec3e<i by Celanese bv more than ten ily; prior approval of FU. FU will reimburse Celanese for all costs incurred by Celanese in the sale of FU products in accordance with the terms of this Agreement. The parties will effect a payment arrangement that will maintain the payments reasonably current. 9. This Agreement shall become effective as of the date set out shove and shall continue in full force and effect until 28 June 197J. 9 mate available to day and year fint ] ] EXHIBIT "B" POLYESTER AGREEMENT THIS AGREEMENT effective as of the 1st day of January One thousand nine hundred and seventy-four BY AND BETWEEN IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "ICI", FIBER INDUSTRES, INC., a Delaware corporation, hereinafter referred to as "FIT, and CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Celanese". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 EXCHANGE OF TECHNICAL INFORMATION 1.1. ICI, FE and Celanese will exchange Technical Information on Polyester Polymen, Polyester Fibers and the Use of such Fiben in such manner as they may from time to time determine. 1.2. The exchange of Technical Information will involve (inter alia) the following action: (i) responding to requests for assistance in connection with problems arising on the subject matter of the said Technical Information and consultation and advice in connection therewith; (ii) upon reasonable request, affording access to representatives of the other parties to inspect facilities utilized on the subject matter of the said Technical Information; (iii) upon reasonable request, malting fully available to the other parties, reports, drawings and other writings on the subject matter of the said Technical Information unless the same were prepared under circumstances which would not legally permit their disclosure; and (iv) upon reasonable request, furnishing to the other parties such personnel as may be necessary to assist them in connection with problems arising on the subject matter of the said Technical Information. 1.3. The exchange of Technical Information and the acdon taken under subsection 1.2 will in all cases be free of charge except insofar as any exceptional expense is incurred by any party on such matters as research work specifically undertaken at the request of either of the other parties or visits of personnel to the facilities of another party being unduly prolonged, in which case a reasonable charge may be made in respect of such specific services, and except as provided for in Section 6 of this Agreement. Section 2 EXCHANGE WITH LICENSED AFFILIATES 2.1. ICI, FV and Celanese may exchange with Licensed Affiliates Technical Information on Polyester Polymen, Polyester Fiben and the Use of such Fiben in such manner as they may from time to time determine. 2.2. The exchange provided for with Licensed Affiliates will involve such Licensed Affiliates in passing back their own Technical Information on Polyester Polymen. Polyester Fiben and the Use of such Fiben with authority for the same to be passed on to the other parties hereto and other Licensed Affiliates. 2.3. In respect of the foregoing an exchange under this Section of Technical Information with any Licensed Affiliate will commence when that Affiliate has specific plans for manufacture or production. Section 3 USE OF TECHNICAL INFORMATION IN RELATION TO POLYESTER POLYMERS AND POLYESTER FIBERS 3.1. F13 may use in the U.S.A Received Technical Information for the purpose of producing and using Polyester Fiben and for the purpose of manufacturing Polyester Polymers. \ 3.2. ICI may use in the United Kingdom Received Technical Information for the purpose of manufacturing Polyester Polymen and of producing and using Polyester Fiben. 11 3.3. Licensed Affiliates may use, as authorized in reference to them. Received Technical Information for the purpose of producing and using Polyester Fibers and for the purpose of manufacturing Polyester Polymen 3.4. Any company in which ICI has at the time directly or indirectly at least a forty per cent voting share interest (to be identified by ICI to FU and Celanese) may, subject to subsection 3.9, use Received Technical Information obtained by ICI for the purpose of manufacturing Polyester Polymers. 3.5. Without prejudice to subsection 3.4, ICI may, in connection with licensing to third parties of ICTs own Technical Information, license Received Technical Information for the manufacture of Polyester Polymers and the production and use of Polyester Fibers in any country of the world other than the U.S.A., provided that such Received Technical Information is an identifiable item being a subsidiary pan of information devcU oped by ICI or is unidentifiable and inextricably intermingled with information so developed and provided that a License granted in respect of such identifiable item of Received Technical Information shall not become effective until the price payable to the originator of such item has been established by good faith negotiations between the originator and ICI, but no such payment shall be required in the case of a License granted, after the expiration of twelve years from the date of this Agreement, to any company in which ICI has at the time directly or indirectly at least a forty per cent voting share interest or granted, after the expiration of fourteen years from the of this Agreement, to other third parties. 3.6. Except as provided in this subsection 3.6 Celanese will not use in the U.S.A. or communicate to any person not a party hereto for use in the U.S.A. any Received Technical Information for the purpose of manufacturing Polyester Polymers or of producing or using Polyester Fibers. Celanese will not communicate any Received Technical Information to any person not a party hereto. The exceptions are: (a) the provisions of subsection 3.10; (b) pursuant to an agreement between the parties hereto dated 1 May 1963, Celanese may use Received Technical Information for the manufacture of highly polymeric polymethylene terephthalate for the production of film; (c) pursuant to an Agreement between the parties hereto dated 21 October 1971, Celanese may use Received Technical Information for the manufacture in the U.SA. of Polyester Polymer for the production of Polyester Molding Compound; and may communicate such Received Technical Infor mation to any company in which Celanese has at the time directly or indirectly at least a forty per cent voting share interest for use in the manufacture of Polyester Polymer for the production of Polyester Molding Compounds; (d) Celanese may communicate Received Technical Information to any Uceosed Affiliate but only for use as authorized in reference to such Licensed Affiliate. 3 Except as provided by subsections 3.1 and 3.10. FU will not use and will not communicate to Licensed Affiliates otherwise than for use as authorized in reference to them, or communicate to a third party, any Received Technical Information for the purpose of manufacturing Polyester Polymers or of producing or using Polyester Fibers. 3.S. Licensed Affiliates, will not use, except as authorized in reference to them, any Received Technical Information for the purpose of manufacturing Polyester Polymen or of producing or using Polyester Fibers or communicate any Received Technical Information to -third parties for such purpose. 3.9. Except as provided by subsection 3.10, ICI will not use in the U.S.A., or communicate to a third party for use in the U.SA., any Received Technical Information for the purpose of producing or using Polyester Fibers or for the purpose of manufacturing Polyester Polymen therefor. ICI will not communicate any Received Technical Information to Licensed Affiliates otherwise than for use as authorized In reference to them. 3.10. Without prejudice to such powers and rights as they respectively may otherwise have, each party hereto may use or license without payment to the other parties Received Technical Information (whether such specific rights are granted to it under this Section or not) for the manufacture of Polyester Polymen and the production and use of Polyester Fibers as follows: (a) Pveceived Technical Information may be used by the party' or a license granted to anv company in which it has at the time directly or indirectly at least a forty' per cent voting share interest, after the expiration of two years from the date of the termination of the exchange of Technical Information under this Agreement; and (b) a license to other third parties may be granted after the expiration of four years from the date of the termination of the exchange of Technical Information under this Agreement; 12 frx&i*****!;v; HNA 27152 *-- for the xa iting share Technical ICTs own Polymers , provided tion develivided that st become egotiations nted, after it the time if fourteen iny person ufacturing ' Received : Received ite for the : may use er for the iical Infori forty per luction of ' nly for ) Licensed party, any ig or using Technical ter Fibers rd party 'olyester ate any to them. .h party ether such n and the ompany in t, after the nformatian date of the but in either <=* no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Received Technical Information or of the use or sale of products produced thereby. Section 4 SALES SERVICE INFORMATION 4.1. Sales Service Information may be freely disclosed and used by the parties and by Licensed Affiliates and by direct and indirect customers. Section 5 USE OF RECEIVED TECHNICAL INFORMATION IN RELATION TO POLYESTER POLYMERS AND POLYESTER FIBERS OUTSIDE THE AGREEMENT FIELD 5.1. There shall be no restriction on the use by the parties in operations outside the Agreement Field of any Received Technical Information but no rights under patents of any other party shall be granted or deemed to be granted in respect of such use of Received Technical Information or of the use or sale of products produced thereby. 5.2. Fjcfi party hereto may license, without payment to the other parties. Received Technical Information for use outside the Agreement Field as follows: (a) a license to any company in which it has at the time directly or indirectly at least a forty per cent voting share interest may be granted at any time; and (b) a license to any other third party may be granted after the expiration of fourteen years from the date of this Agreement. Provided thai in either no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Received Technical Information or of the use or tale of products produced thereby. Section 6 PAYMENT FOR ACQUIRED TECHNICAL INFORMATION 6.1. Where Technical Information is acquired after the date hereof from a third party for payment and is mmHn available for use hereunder a fee may be charged in respect of the rights to use the same, based to the extent practicable on the cost of acquisition. Section 7 TERMINATION OF EXCHANGE OF TECHNICAL INFORMATION 7.1. The exchange of Technical Information between the parties and with Licensed Affiliates under this Agreement shall be for a period of ten yean from the date of this Agreement. 7.2. Termination of the exchange shall not affect the rights or obligations of any party hereto or Licensed Affiliate or third party (aa the case may be) with respect to Technical Information. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. THE COMMON SEAL of IMPERIAL CHEMICAL INDUSTRIES LIMITED . was hereunto affixed in the presence of: Director Secretary FIBER INDUSTRIES, INC. Attest I l Attest By .................................... CELANESE CORPORATION By...................................... 13 EXHIBIT ,r NYLON AGREEMENT THIS AGREEMENT effective as of the 1st day of January One thousand nine hundred and seventy-four BY AND BETWEEN IMPERIAL CHEMICAL INDUSTPJES LIMITED, a British corporation, hereinafter referred to as `TCI", FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FIT, and CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Ceianese" WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 EXCHANGE OF TECHNICAL INFORMATION 1.1. ICI, FII and Ceianese will exchange Technical Information on Nylon Polymers and Nylon Fibers, and the Use of such Fibers in such manner as they may from time to time determine. 1.2. The exchange of Technical Information will involve (inter alia) the following action: (i) responding to requests for assistance in connection with problems arising on the subject matter of the said Technical Informauoc and consultation and advice in connection therewith; (ii) upon reasonable request, affording access to representatives of the other parties to inspect facilities utilized on the subject matter of the said Technical Information; (iii) upon reasonable request, making fully available to the other parties, reports, drawings and other writings on the subject matter of the said Technical Information unless the same were prepared under circumstances which would not legally permit their disclosure; and (iv) upon reasonable request, furnishing to the other parties such personnel as may be necessary to assist them in connection with problems arising on the subject matter of the said Technical Informauon. 1.3. The exchange of Technical Information and the action taken under subsection 1.2 will in all cases be free of charge except insofar as any exceptional expense is incurred by any party on such matters as research work specifically undertaken at the request of either of the other parties or visits of personnel to the facilities of another party being unduly prolonged, in which case a reasonable charge may be made in respect of such specific services, and except as provided for m Sectioa 6 of this Agreement. Section 2 EXCHANGE WITH LICENSED AFFILIATES 2.1. ICI. FII and Ceianese may exchange with Licensed .Affiliates Technical Information on Nylon Polymers, Nylon Fibers and the use of such Fibers in such manner as they may from ume to Ume determine. 2.2. The exchange provided for with Licensed Affiliates will involve such Licensed Affiliates in passing back their own Technical Information on Nylon Polymers and Nylon Fibers and the use of such Fibers with authority for the same to be passed on to the other parties hereto and other Licensed Affiliates. 2.3. In respect of the foregoing an exchange under this Section of Technical Information with any Licensed Affiliate will commence when that Licensed Affiliate has specific plans for manufacture or production. Section 3 USE OF TECHNICAL INFORMATION IN RELATION TO NYLON POLYMERS AND NYLON FIBERS 3.1. FII may use m the U S.A. Received Technical Information for the purpose of producing and using Nylon Fibers and for the purpose of manufacturing Nylon Polymen.. d and seventy-four BY orporation, hereinafter r referred to as "FI1", "Celanese''. parties hereto, intending ind Nylon Fibers, and on: 1 the subject matter of lerewith; ties to inspect facilities ts, drawings and other ne were prepared under y be necessary to assist Technical Information. will in all cases be free atten as research work to the facilities of in respect of such do on Nylon Polymers, Jetermine. iates in passing back Fibers with authority n with any Licensed production. 30LYMERS f producing and using rpose of manufacturing 3.3. Licensed Affiliates may use, as authorized in reference to them, Received Technical Information for the purpose of producing and using Nylon Fibers and for the purpose of manufacturing Nylon Polymeti. 3.4. IC1 may, in connection with licensing to third parties of ICI's own Technical Information, license Received Technical Information for the manufacture of Nylon Polymers and the production and use of Nylon Fibers in any country of the world other than the U.S.A., provided that such Received Technical Information is an identifiable item being a subsidiary pan of information developed by ICI or is unidentifiable and inextricably intermingled with information so developed and provided that a license granted in respect of such identifiable item of Received Technical Information shall not become effective until the price payable to the originator of such item has been established by good faith negotiations between the originator and ICI, but no such payment hll be required in the case of a license granted, after the expiration of twelve years from the date of this Agreement, to any company in which ICI has at the time directly or indirectly at least a forty per cent voting share interest or granted, after the expiration of fourteen years from the date of this Agreement, to other third parties. 3.5. Except as provided in this subsection 3.5 Celanese will not use in the U.S.A. or communicate to a third party for use in the Lf.S-A. any Received Technical Information for the purpose of manufacturing Nylon Polymers or of producing or using Nylon Fibers. Celanese will not communicate any Received Technical Information to any third party other than Licensed Affiliates and to Licensed Affiliates only for use as authorized in reference to them. The exceptions are: (a) the provisions of subsection 3.9; and (b) pursuant to an Agreement between the parties hereto dated 14 February 1966, Celanese may use Received Technical Information for the manufacture of Nylon Polymers for the production of Nylon Compounds. 3.6. Except as provided by subsections 3.1 and 3.9, FII will not use, and will not communicate to Licensed Affiliates otherwise than for use as authorized in reference 'o them, or communicate to a third party, any Received Technical Information for the purpose of manufacturing Nylon Polymers or of producing or using Nylon Fibers. 3.7. Licensed Affiliates will not use, except as authorized in reference to them, any Received Technical Information for the purpose of manufacturing Nylon Polymers or of producing or using Nylon Fibers or communicate any Received Technical Information to third parties for such purpose. 3.8. Except as provided by subsection 3.9, ICI will not use in the U.S.A., or communicate to a third party for use in the U.S.A., any Received Technical Information for the purpose of producing or using Nylon Fibers or for the purpose of manufacturing Nylon Polymers therefor. ICI will not communicate any Received Technical Information to Licensed Affiliates otherwise than for use as authorized in reference to them. 3.9. Without prejudice to such powers and rights as they respectively may otherwise have, each party hereto may use or license without payment to the other parties Received Technical Informauon (whether such specific rights are granted to it under this Section or not) for the manufacture of Nylon Polymers and the production and use of Nylon Fibers as follows: (a) Received Technical Information may be used by the party or a license granted to any company in which it has at the time directly or indirectly at least a forty per cent voting share interest after the expiration of two yean from the date of the termination of the exchange of Technical Information under this Agreement; and (b) a license to other third parties may be granted after the expiration of four yean from the date of the termination of the exchange of Technical Information under this Agreement; but in either case no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Technical Information or of the use or sale of products produced thereby. Section 4 SALES SERVICE INFORMATION 4.1. Sales Service Information may be freely disclosed and used by the parties and by Licensed Affiliates and by direct and indirect customers. 15 1I Section 5 USE OF RECEIVED TECHNICAL INFORMATION IN RELATION TO NYLON POLYMERS AND NYLON FIBERS OUTSIDE THE AGREEMENT FIELD 5.1. There shall be no restriction on the use by the parties in operations outside the Agreement Field of any Received Technical Informauon but no rights under patents of any other party shall be granted or deemed to be granted in respect of such use of Received Technical Informauon or of the use or sale of products produced thereby. 5.2. Each party hereto may license, without payment to tne other parties, Received Technical Informauon for use outside the Agreement Field as follows: (a) a license to any company in which it has at the time directly or indirectly at least a forty per cent voting share interest may be granted at any time; and (b) a license to any other third party may be granted after the expiration of fourteen years from the date of this Agreement; provided that in either case no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Received Technical Information or of the use or sale of products produced thereby. Section 6 PAYMENT FOR ACQUIRED TECHNICAL INFORMATION 6.1. Where Technical Information is acquired after the date hereof from a third party for payment and is made available for use hereunder a fee may be charged in respect of the rights to use the same, based to the extent practicable on the cost of acquisition. Section 7 TERMINATION OF EXCHANGE OF TECHNICAL INFORMATION 7.1. The exchange of Technical Information between the parties and with Licensed Affiliates under this Agreement shall be for a period of ten years from the date of this Agreement. 7.2. Termination of the exchange shall not affect the rights or obligations of any party hereto or Licensed Affiliate or third party (as the case may be) with respect to Technical Information. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first shove wnucr.. THE COMMON SEAL of IMPERIAL | CHEMICAL INDUSTRIES LIMITED l was hereunto affixed ic the presence of: Director Secretary FIBER INDUSTRIES, INC Attet:: ......................... ............. By.................................................................... Aten: CEL/J-TESE CORPORATION By................................................................ 16 HNA 27156 VMERS :meni Field of any ed or deemed to be products produced hniral Information xt a forty per cent years from the date emed to be granted products produced or payment and is same, based to the N .ffili.tg. under this hereto or Licensed -y and year first EXHIBIT "D" PATENT UCENSE AGREEMENT THIS AGREEMENT effective the First day of January One thousand nine hundred and seventy-four BY AND BETWEEN CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "CELANESE", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "ICr, and FIBER INDUSTRIES, INC, a Delaware corporation, hereinafter referred to as "FII". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, each of the parties hereto, intending to be legally bound hereby, covenants and agrees as follows: Section l DEFINITIONS 1.1. "Patents" means, in relation to each party hereto and each Licensed Affiliate, Letters Patent and applica tions for and licenses under Letters Patent in respect of which such party or Licensed Affiliate is able directly or indirectly to comply with the obligations assumed by it by this Agreement and to the extent it is so able to comply. Section 2 GRANT OF PATENT LICENSES BETWEEN THE PARTIES AND LICENSED AFFILIATES 2.1. Except as provided in subsection 3.10 of the Polyester Agreement and subsection 3.9 of the Nylon Agreement entered into pursuant to an Agreement of even date between the parties hereto and except as to sales of Polyester Polymer and Nylon Polymer manufactured by any Licensed Affiliate in which Celanese has a forty-per cent voting share interest, the present and future Patents of each party hereto and of each Licensed Affiliate first filed in any country prior to the end of the period of exchange of Technical Information under the Polyester Agreement and the Nylon Agreement shall be oon-exdusively licensed to each other party and each licensed Affiliate free of payment (except as stated in Section 6) but only to the extent required to use Technical Information in those portions of the Agreement Field in those countries where such party or such Licensed Affiliate has received the right to use Received Technical Information pursuant to Sections 3 and 4 of the said Polyester Agreement and the said Nylon Agreement and to sell in the country of manufacture the products produced by the use of such Technical Information. Section 3 NON-ASSERTION OF PATENTS 3.1. As regards the said Polyester Agreement, the Patents of each party hereto and of each Licensed Affiliate covering an invention which is the subject of an applicauon for Letters Patent first filed in any country after the 2 December 1963 and prior to the end of the period of exchange of Technical Information under that Agreement, shall not be asserted to prevent the sale in any country of the world of Polyester Fibers produced by FIX, and of Polyester Fibers produced by ICI, and in the U.S.A. of Polyester Fibers produced by any Licensed Affiliate by the use of Received Technical Information. 3.2. As regards the said Nylon Agreement, the Patents of each party hereto and each Licensed Affiliate covering an invention which is the subject of an application for Letters Patent first filed in any country after the 2 December 1963 and prior to the end of the period of exchange of Technical Information under that Agree ment, hll not be asserted to prevent the sale in any country of the world of Nylon Fibers produced by FTL and of Nylon Fibers produced by ICL and in the U.S.A. of Nylon Fibers produced by any Licensed Affiliate by the use of Received Technical Information. 3.3. As regards the said Polyester Agreement and in amplification of subsection 2.1 and subsection 3.1 of this Agreement and for the benefit of each Licensed Affiliate, the patents of Celanese, ICI and each other Licensed Affiliate covering an invention which is the subject of an application for Letters Patent first filed in any country after 2 December 1963 and prior to the end of the period of exchange of Technical Information under the Polyester Agreement shall not be asserted to prevent the sale in any country where similar non-assertion of patents is accorded to that Licensed Affiliate by FU, of Polyester Fibers produced by it by the use of Received Technical Information. 3.4. As regards the said Nylon Agreement and in amplification of subsection 2.1 and subsection 3.2 of this Agreement and for the benefit of each Licensed Affiliate, the patents of Celanese, ICI and each other Licensed Affiliate covering an invention which is the subject of an application for Letters Patent first filed in any country 17 aficr the 2 December 1963 and prior to the end of the period of exchange of Technical Information under the Nylon Agreement shall not be asserted to prevent the sale in any country where similar non-assertioo of patents is accorded to that Licensed Affiliate by FU. of Nylon Fibers produced by it by the use of Received Technical Information. Section 4 GRANT OF ADDITIONAL PATENT LICENSES AND NON-ASSERTION OF PATENTS BY THE PARTIES AND LICENSED AFFILIATES 4.1. The Patents of each parry hereto and of each Licensed Affiliate first filed in any country prior to the eod of the period of exchange of Technical Information under the Polyester Agreement shall be non-exclusively licensed to any company identified by ICI pursuant to subsection 3.4 of the said Polyester Agreement free of payment (except as stated in Section 6) but only for the purposes of manufacturing Polyester Polymers, other wise than for the purpose of producing Polyester Fibers, and o: selling such Polyester Polymers. 4.2. In addition to the noa-assertion provided in subsection 3.1, FII agrees not to assert its Patents covering an invention which is the subject of an application for Letters Patent first filed in any country prior to the 3 December 1963, against the sale of Polyester Polymers manufactured and Polyester Fibers produced by ICI, o: against the sale, in the country or countries in respect of which a Licensed Affiliate in which ICI has a forty per cent voting share interest is authorized to use Received Technical Information, of Polyester Fibers produced by that Licensed Affiliate in such country' or countries. 4.3. In addition to the non-assertion provided in subsection 3.1, Celanesc agrees not to assert us Patents based on work done pnor to the 3 December 1963 at the request of FII, or for the express benefit of FII, or jointly with FII or ICI, against the sale of Polyester Polymers manufactured and Polyester Fibers produced by ICL or against the sale, in the country or countries in respect of which a Licensed Affiliate in which ICI has a forty per cent voting share interest is authorized to use Received Technical Information, of Polyester Fibers produced by such Licensed Affiliate in such country or countries. Section 5 SUBLICENSING BY FU 5.1. FIJ shall have power to great sublicenses for the lives of the licensed Patents under the patent rights it has under this Agreement to the extent these are for the production of Polyester Fibers and for the manufacture of Polyester Polymers and for the production of Nylon Fibers and for the manufacture of Nylon Polymers. Such power shaJ! terminate with respect to Polyester Fibers anc Polyester Polymers uooo termination of the exchange of Tecnmcai Iniormatioo under the iaiu Poiyester Agreement and shall terminate vuh respect to Nylon Fiber- and Nylon Polymers upon termination of the exchang? of Technical information unde: the said Nylon Agreement. 5.2. For the purposet of this Section the production of Polyester Fibers and Nylon Fibers shall mean: (a) in the case of continuous monofilament or multifilament yarns and tows, all operations up to the stage of, but not beyond, the first reeling or other collecting operation following production or. where drawn, following all drawing; and (b) in the case of staple fibers, all operations up to the stage of, but no: beyond, staple fiber in bulk. Section 6 PAYMENT FOR ACQUIRED PATENTS 6.1. Where Patents art acquired after the date hereof from a third party for payment (whether by way of lump sum or running royalty) and become subject to this Agreement, a fee may be charged in respect of the rights granted or obligations assumed hereunder based to the extent practicable on the cost of acquisition. 6.2. Where Patents of a third party art held upon terras that rights may be granted or obligations assumed only upon payment to such third party of a lump sum or running royalty, such right may be granted or obligation* assumed oniy upon payment of compensation appropriate thereto. Ifi HNA 27158 Information under m-assertion of i of Received 4 OF ry prior to the end be non-exciusively Agreement free of er Polymers, othercners. ts Patents covering ntry prior to the 3 , produced by ICL ich ICI has a forty er Fibers produced rt its Patents based it of FIL or jointly produced by ICL n which ICI has a of Polyester Fiben , - -ent rights it has : manufacture ..__,ylon Polymers. termination of the ite with respect to lion under the said shall mean: -ations up to the ; production or, >er in bulk. whether by way of d in respect of the tost of acquisition. ibligadoos assumed nay be granted or IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION By Attest: THE COMMON SEAL of IMPERIAL'! CHEMICAL INDUSTRIES LIMITED i. was hereunto affixed in the presence of: I Director Secretary FIBER INDUSTRIES, INC By.................................... 19 EXHIBIT "E" POLYESTER FIBERS PATENTS IMMUNITY AGREEMENT PHIS AGREEMENT effective tbe first day of January One thousand nine hundred and seventy-four BY AND BETWEEN CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Celanese". IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "ICI", and FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FIT. WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 Definitions Wherever used in this Agreement unless otherwise dearly indicated in the context "Agreement Product" shall mean any of the following forms of Polyester Fibers: (i) flat singles continuous filament yams; (ii) thrown singles continuous filament yams; (iii) tows; (iv) staple fibers; (v) tops; and (vi) monofila Section 2 NON-ASSERTION OF PATENTS Celanese, ICI and FII and each Licensed Affiliate covenants and agrees with each of the others and each other Licensed Affiliate that it will not at any time hereafter assert against any of the others or against any other person according similar non-assertion of patents or of rights under patents or against any direct or indirect customers of any of the others or of such other person, any patents or rights under patents having a priority date not later than the end of the period of exchange of Technical Information under the Polyester Agreement of even date entered into between the parties hereto, to prevent the import, treatment, use or sale in any country of the world of any fabricated article manufactured from any Agreement Product, but for this purpose the expression "fabricated article" does not include: (i) an Agreement Product whichhas been manufactured from any other Agreement Product;or (ii) an Agreement Product which has been merely colored or treated with a textile or other processing agent or which has been merely crimped or looped; provided that as regards any such other person or the direct or indirect customers of such other person the patents or rights under patents covered by this provision may be confined to such as have a priority date cariier than the First January One thousand nine hundred and fifty-four unless, and to the extent and for the period that, such other person signifies its assent in writing to grantreciprocal rights in respect o: its patents and rights under patents havinga priority on or after the said date and provided further that with respect to other persons according non-asseruon of patents or of rights under patents in a narrower field this Agreement shall apply only to such narrower field. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION Attest: ..................................................... THE COMMON SEAL of IMPERIAL CHEMICAL INDUSTRIES LIMITED was hereunto affixed in the presence of: By ...................................................................... Director Secretary FIBER INDUSTRIES, INC. ; 1 i I i \ HNA 27160 ity-four BY AND to u "Celanese", ned to u "ICT, x parties hereto. reement Product" its and each other x or against any nst any direct or patents having a ider the Polyester treatment, use or jeement Product, roduct; or r other processing ter person the * priority date :\teni and for the >ect of Its patents at with respect to Id this Agreement day and year first EXHIBIT "F" NYLON FIBERS PATENTS IMMUNITY AGREEMENT THIS AGREEMENT effective the first day of January One thousand nine hundred and seventy-four BY AND BETWEEN CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "LCI", and FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FIT. WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, each of the parties hereto and Licensed Affiliate, intending to be legally bound hereby, covenants and agrees that it will not at any time hereafter assert against any of the others or against any direct or indirect customers of any of the others any patents or rights under patents having a priority date not later than the end of the period of exchange of Technical Information under the Nylon Agreement of even date entered into between the parties hereto, to prevent the import, treatment, use or sale in any country of the world of any article fabricated from Nylon Fibers which expression shall not include: (a) Nylon Fibers as such which have been merely thrown, bulked folded, colored or otherwise treated; or (b) tops or spun yarns whether or not colored or otherwise treated; or (c) tire fabric. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION By...................................... Attest: THE COMMON SEAL of IMPERIAL] CHEMICAL INDUSTRIES LIMITED y was hereunto affixed in the presence of; j Director Secretary FIBER INDUSTRIES. INC By.................................... Attest: 21 Copy Celanese Corporation of America and Imperial Chemical Industries Limited and Fiber Industries, Inc. Agreement relating to Polyester and Nylon Fibers Dated June 28, 1965 HNA 27162 Celanese Corporation of America AND Imperial Chemical Industries Limited AND Fiber Industries, Inc. Agreement Dated June 28, 1965 relating to Polyester and Nylon Fibers EXHIBITS (a) Design Assistance and Services Agreement ( b ) Marketing Agreement (c) Polyester Agreement (d) Nylon Agreement (e) Patent License Agreement ( f ) Polyester Fibers Patents Immunity Agreement (g) Nylon Fibers Patents Immunity Agreement HNA 27163 Main Agmmntt AgrPPtttPttt made as of the twenty-eighth day of June One thousand nine hundred and sixty-five By and Between CELANESE CORPORATION OF AMERICA, a Delaware corporation with an office and place of business at 522 Fifth Avenue, New York, New York 10036, U.S.A., hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation with a principal office and place of business at Imperial Chemical House, Millbank, London, S.W.l, England, hereinafter referred to as "ICI", acting also on behalf of its wholly-owned and controlled British subsidiary, British Nylon Spinners Limited, deemed to be included within ICI, and FIBER INDUSTRIES, INC., a Delaware corporation with an office and place of business at P.O. Box 10038, Charlotte, North Carolina, hereinafter referred to as "FII". WITNESSETH: WHEREAS Celanese and ICI through FII have established facilities in the U.S.A. for the pro duction of polyester fibers and are establishing facilities for the production of nylon 66 fibers. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein con tained, the parties hereto, declaring that it is their intention to develop their respective activities in polyester fibers and nylon fibers in the U.S.A. through FII in manner hereinafter specified, intending to be legally bound hereby, covenant and agree as follows: Section 1 DEFINITIONS 1.1. IN this Agreement and in the agreements and undertakings to be entered into pursuant hereto the phrases set out in this Section shall have the meanings or shall be construed as indicated unless the context otherwise requires. 1.2. "Polyester Polymers" means synthetic fiber-forming linea, carboxylic polyesters in which the whole or the majority of the molecules of the acidic component is aromatic. 1.3. "Nylon Polymers" means synthetic fiber-forming linear polymers having, as a substantial proportion of the linking groups in the polymeric chain, the recurring groups, -(NR)--(CX)-, joined directly to carbon atoms, R being hydrogen or a hydrocarbon radical and X being oxygen or sulphur. The recurring groups may be reversed. Nylon Polymers shall not include polymers having a crystalline (crystallite) melting point in excess of 300C. and in which a major pro portion of the recurring groups in the polymer chain are phthalamide units. 1.4. "Nylon 66 Polymer" means highly polymeric hexamethylene adipamide. 1.5. "Fiber(s)" means continuous and discontinuous melt-spun filaments, in monofilament and multifilament form, the individual filaments of which would have, if fully drawn, a greatest diameter or width not exceeding 2.00 mm extending through to the finished package of fiber ready for sale; "Nylon Fibers" means Fibers made from Nylon Polymers or nylon salts; "Polyester Fibers" means Fibers made from Polyester Polymers and "Nylon 66 Fiber" means Fiber made from Nylon 66 Polymer or nylon 66 salt. 1.6. References to "User Information" include the use and treatment of Polyester Fibers and Nylon Fibers and the manufacture of fabricated articles therefrom and the use and treatment of such articles. 1 HNA 27164 1.7. "Sales Service Information" means User Information that is normally and generally freely given by the originating party without charge and without restriction on use or formal patent license to customers in aid of sales of Polyester Fibers and Nylon Fibers. 1.8. "Agreement Field" means the manufacture of Polyester Polymers and Nylon Polymers and the production and use of Polyester Fibers and Nylon Fibers. 1.9. "Technical Information" means all research, manufacturing, production and User Infor mation in the Agreement Field unless the text otherwise requires and "Received Technical In formation" means, in relation to any party hereto or Licensed Affiliate as hereinafter defined. Technical Information which has been received by it from any other party hereto or Licensed Affiliate or which will be received by it from such party' or Licensed Affiliate under the agree ments and undertakings to be entered into pursuant hereto. 1.10. "Licensed Affiliate(s)" means any company (other than FII) in which Celanese or ICI controls at the time directly or indirectly at least 409c of the shares having unrestricted voting rights upon the election of directors and to which, with authorization for use in one or more countries (other than the U.S.A.) and for specified purposes, (a) in the case of a company in which Celanese has such voting share interest, FII authorizes its Technical Information and its Received Technical Information to be transmitted; and (b) in the case of a company in which ICI has such voting share interest and to which ICI is transmitting its Technical Information, ICI is authorized by FII to transmit, as a supplement thereto. FII's Technical Information and Received Technical Information obtained by FII from Celanese and from any Licensed Affiliate in subparagraph (a) above. 1.11. References to third parties do not include Licensed Affiliates. Section 2 FINANCIAL REQUIREMENTS OF FII 2.1. THE finance required by FII shall be the joint responsibility of Celanese and ICI in propor tion to their shareholdings in FII so long as Celanese and ICI retain their present shareholdings in FII. but FII shall be free to raise finance in such manner and from such sources as shall be deter"ir.cd by r.- Board oi Directors. Section ? AGREEMENTS REGARDING THE NYLON AND THE POLYESTER PLANTS r-.l. FII shall complete a plant in the U.S.A. for the production of Nylon 66 Fiber including appropriate plant for the manufacture of Nylon 66 Polymer. Celanese and FII will forthwith enter into an Agreement, called the "Design Assistance and Services Agreement", providing for Celanese to assist FII, substantially identical in form ana substance with the form attached hereto, made a part hereof and marked Exhibit "A". Section 4 MARKETING AGREEMENT 4.1. FII and Celanese will forthwith enter into an Agreement, called the "Marketing Agreement", providing for the sale by Celanese on behalf of FII of FIT products, substantially identical in form and substance with the form attached herein, made a part hereof and marked Exhibit "B". Section 5 POLYESTER AGREEMENT 5.1. ICI. Fll and Celanese will forthwith enter into an Agreement, called the "Polyester Agree ment", providin': for the exchange ana use of Technical Information on the manufacture of poly- ly * n. nd >r:d, ed Cl ng >re in its ich Cl 'ed ib- or.i :er-"- ling iter lese le a nt", 1 in `B". :reeioly- ester Polymers and the production and use of Polyester Fibers, substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "C". Section 6 NYLON AGREEMENT 6.1. 1CI, FII and Celanese will forthwith enter into an Agreement, called the "Nylon Agreement", providing for the exchange and use of Technical Information on the manufacture of Nylon Polymers and the production and use of Nylon Fibers, substantially identical in form and sub stance with the form attached hereto, made a part hereof and marked Exhibit "D". Section 7 PATENTS AND PATENTS IMMUNITY AGREEMENTS 7.1. CELANESE, ICI and FII will forthwith enter into an Agreement, called the "Patents Agree ment", substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "E". 7.2. CELANESE, ICI and FII will forthwith enter into an Agreement, called the "Polyester Fibers Patents Immunity Agreement", substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "F\ 7.3. CELANESE, ICI and FII will forthwith enter into an Agreement, called the "Nylon Fibers Patents Immunity Agreement", substantially identical in form and substance with the form attached hereto, made a part hereof and marked Exhibit "G". Section 8 CONFIDENTIALITY 8.1. EACH party hereto shall obtain from its officers, directors, employees, contractors and agents assurances to prevent disclosures not authorized to be made by such party of Received Technical Information in accordance with Section 8.2. 8.2. EACH party hereto agrees at all times hereafter to use its best efforts to maintain in strict confidence unpublished Received Technical Information and not to make any unauthorized dis closure or use thereof so long as and to the extent that the same remains unpublished, provided that it is not already known to and the property of the recipient at the time of receipt or is not lawfully obtained from some other source. The provisions of this Section 8.2 shall terminate with respect to Polyester Polymers and Polyester Fibers and Nylon Polymers and Nylon Fibers ten years after the termination as therein provided, respectively, of the exchange of Technical Informa tion under the Polyester Agreement referred to in Section 5 and the Nylon Agreement referred to in Section 6. 8.3. THE provisions of Section 8.2 shall not apply to Sales Service Information. Section 9 SALE OF STOCK 9.1. CELANESE and ICI agree not to sell all or any part of their respective shares of Common Stock of Fll or specifically to pledge such shares of Stock for the period of ten years from the date of this Agreement provided that this shall not prohibit a general charge or pledge created upon the whole or the major portion of the assets of Celanese or ICI. 9.2. IN the application of Sections 9.3 and 9.4 Celanese and its Subsidiaries shall be regarded as one entity and ICI and its Subsdiaries shall be regarded as another entity and for this purpose a 3 HNA 27166 "Subsidiary" shall mean a company of which Celanese or ICI as the case may be owns beneficially, directly or indirectly, the whole of the capital stock of such company. 9.3. SUBJECT to Section 9.1 each entity agrees that if at any time while both entities are owners of Stock of FII it desires to sell all or any part of its shares of Stock of F[I to any person not forming pan of its own entity, it will give the other entity a first right to purchase in the following manner: (a) The entity desiring to sell (herein sometimes called "offeror") will give to the other entity (herein sometimes called "offeree") a notice and offer in writing stating (i) the number of shares of Stock of FII offered for sale to offeree; (ii) the total price of the shares so offered and the place and currency of payment: and (iii) that the said offer shall remain open and irrevocable for a period of sixty days. (b) If the aforesaid offer is accepted in writing and unconditionally prior to its expiration, offeree shall have a further period of ninety days after the termination of such sixtyday period to make payment in full of the total price of the shares so sold: and ic) If the said offer is not so accepted, offeror may offer and sell the said shares of FII by public or private sale at any time or from time to time within a period of twelve months from the expiration or earlier refusal of the said offer to any person not forming part of its own entity, at a total price not less than the price fixed in the notice and offer to offeree for settlement at the same place and in the same currency as stated in such notice. If the entity desiring to sell does not sell the shares so offered within such twelve-month period, the said shares shall again be subject to a first right of purchase as aforesaid. 9.4. CELANESE and ICI each hereby consents to the transfer at any time by the other to any Subsidiary of such other of the whole or any part of that other's holding of Common Stock of FII, but only for such period as such Subsidiary shall remain a Subsidiary of that other. Neither Celanese nor ICI will without the consent of the other, while both are owners of shares of Stock of FII. sell any share or shares of the Stock of any Subsidiary which then holds any share or shares of the Stock of FII. or permit any Subsidiary which then holds any share or shares of the Stock of FII: : ; ,;y -ha:e mmc- of S: of HI :o .my per- m micr :h_n c-e!.:::r-c or ICI or _ burwutarj o; t_e:une-e or ICI a- the ease may be. , r ii! to issue an\ share or shares of its Stock to any person other than Celansve or ICI or a Subsidiary of Celanese or ICI as the case may be, or i iii i to merge into or with or consolidate with any company other than Celanese or ICI or another Subsidiary of Celanese or ICI as the case may be. Section 10 GENERAL PROVISIONS 10.1. IN the event that a Licensed Affiliate ceases to be qualified as such its rights and obligations in regard to the exchange of Technical Information shall forthwith cease and insofar as it shall have acquired rights or undertaken obligations under this Agreement or the agreements or under takings to be entered imo pursuant to this Agreement such rights and obligations shall remain in oeing and be given effect. 10.2. NO cisciosure of Received Tecnnical Information snail be made by any party hereto to a Lieen-cd Aiiil'.r.e or third party unless such Licensed Affiliate or third party snail have entered into a:, agreement in writing to observe, perform and be bound by the terms and conditions of this Agreement i and in particular the provisions of Section S of tin- Agreement i and the agreements and undertakings to be entered into pursuant hereto so far as the same are appropriate and apph- ifici.'Uy, owners forming nanner: le other ent; and ys. miration, h sixty- f FII by months ing part offer to i notice. period, r to any : of FII, Neither af Stock ihare or s f' "he r ICI or ICI or a r ICI or ligations . it shall r underemain in reto to a :red into s of this reements nd appli cable to the circumstances. Any modification or cancellation of any of the provisions of this Agreement or any agreement or undertaking to be entered into pursuant to this Agreement shall be binding upon all Licensed Affiliates provided that no such modification or cancellation shall impose upon any Licensed Affiliate any obligation to make any direct payment of money. 10.3. THE parties hereto agree that no rights shall be granted under this Agreement or be deemed to be granted under the agreements and undertakings to be entered into pursuant to this Agree ment by any one of them that would be inconsistent with any commitment of that party at this date (including renewals thereof pursuant to provisions contained in or relating to the agreement in which the commitment is contained but so that the scope of the commitment is not increased) and that the provisions of this Agreement and of the agreements and undertakings to be entered into pursuant hereto, irrespective of anything contained herein or therein, are specifically subject to the provisions of this Section 10.3. Each of the parties also agrees that no rights to use Received Technical Information or under patents are conferred except as specifically stated in the agree ments and undertakings to be entered into pursuant to this Agreement. This Section 10.3 shall apply in relation to the commitments of a Licensed Affiliate as of the date of its authorization. 10.4. AS to any injury to person or damage to property arising out of or in connection with the performance of this Agreement and of the agreements and undertakings to be entered into pursuant hereto, the parties hereto each agrees that: (a) each will assume full risk of damage or injury to its respective properties, representatives and employees; (b) each hereby releases the others from any and all loss or liability from whatever source arising, including negligent acts, for damage to its respective properties; (c) each hereby indemnifies and holds harmless the others against all loss or liability from whatever source arising, including negligent acts, on account of personal injury to its respective representatives and employees: and (d) each hereby indemnifies and holds harmless the others against claims of persons and organizations other than those referred to in (a), (b) and (c) above arising from its acts or failure to act. on account of personal injury to, or damage to the property of, such persons and organizations. 10.5. THE recipient of any item of Technical Information under this Agreement or the agree ments and undertakings to be entered into pursuant to this Agreement shall observe and be bound by the provisions of any Governmental Law or Regulations binding in regard to the transmitter of such item of Technical Information or the plant or the product produced with the employment of such item of Technical Information as may be notified in writing by the transmitter to the recipient at or prior to the time of the disclosure. 10.6. ANY delays in or failure by any party hereto in performance hereunder or under any of the agreements and undertakings to be entered into pursuant to this Agreement shall be excused if and to the extent caused by occurrences beyond such party's control, including, but not limited to, acts of God, decrees or restraints of Government, strikes or other labor disturbances, war, sabotage, and any other cause or causes, whether similar or dissimilar to those already specified, which can not be controlled by such party. Such performance shall be so excused during the continuance of the inability of the party to perform so caused, but for no longer period, and the delay or failure shall be remedied as far as possible with all reasonable dispatch. 10.7. WHENEVER under the provisions of this Agreement or any agreements and undertakings to be entered into pursuant to this Agreement, any notice is required to be given, such notice shall be given in writinz, and notice by mail shall be deemed to be given at the time when such notice and confirmation thereof shall both be mailed, postage prepaid, by registered air mail (for overseas service) and surface mail respectively, addressed to Celanese at 522 Fifth Avenue, New York, 5 HNA 27168 New York 10036, U.S.A.. to IC1 at Imperial Chemical House, Miilbank, London, S.W. 1, England, and to FI1 at P. O. Box 10038, Charlotte. North Carolina, in each case for the attention of the Secretary, as the case mat be. Any party may change its address for the purposes of this Section by giving written notice to the other parties of such change in the manner hereinabove provided. 10.8. This Agreement and all agreements and undertakings entered into pursuant to this Agree ment shall not be assignable by any party without the prior written consent of the other parties to this Agreement; provided, how-ever, that Celanese or ICI may, without consent, assign this Agree ment and all agreements and undertakings entered into pursuant to this Agreement, together with its shares of Common Stock of FII, to an assignee of or successor to substantially all of its assets. Such assignment shall not become effective to release the assignor from its obligations until the assignee has entered into a valid and binding agreement in favor of the parties hereto to observe and perform the obligations of the assignor and to stand, for all purposes, in the shoes of the assignor. 10.9. If at any time ICI does not control directly or indirectly more than thirty-five per cent of the voting Common Stock of FII. or Celanese does not control directly or indirectly more than thirtyfive per cent of the voting Common Stock of FII. ICI and Celanese may each by notice in writing given to the other and to FII terminate the said Design Assistance and Services Agreement; terminate the said Marketing Agreement; terminate the exchange of Technical Information under the said Polyester Agreement; and terminate the exchange of Technical Information under the said Nylon Agreement. Notice given shall be effective in respect of all said Agreements and not some or one only. 10.10. EACH of the agreements and undertakings to be entered into pursuant to this Agreement shall be subject to the provisions of this Agreement. 10.11. THE validity, performance, construction and effect of this Agreement and all agreements and undertakings entered into pursuant to this Agreement shall (unless otherwise expressly stated) be governed by the Law of the State of New York. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION OR AMLRO \ Attest R. O Gilbert Secretary Bv Harold Blanckl Chairman [SEAL] Executed at New York City on , 1965. THE COMMON SEAL of IMPERIAL 1 CHEMICAL INDUSTRIES LIMITED V was hereunto affixed in the presence of j J. E. Sisson Director V. M. Robson Assistant Secretary Executed at London on 1965. [seal] Attest J. Brennan Secretary Executed at New York Cuv on FIBER INDUSTRIES. INC. By Dawd Taylor Prc .ident . 1965. 6 HIM A 27169 r* IF. ii Section ovided. Agreelrties to Agreeler with s assets. intil the trve and ssignor. it of the a thirty writing jnt; and reement eements / stated) s' ^ ar ir 1ERICA [seal] [seal] [seal] EXHIBIT "A" DESIGN ASSISTANCE AND SERVICES AGREEMENT THIS AGREEMENT made as of the Twenty-eighth day of June One thousand nine hundred and sixty-five BY AND BETWEEN CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as '`Celanese", and FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FII". WITNESSETH: WHEREAS: (1) FII is operating in the U. S. A. a plant producing Polyester Fibers including appropriate plant for the manufacture of Polyester Polymers; (2) FII is constructing and wishes to operate in the U.S.A. a plant (the Nylon Plant) which will produce Nylon 66 Fiber including appropriate plant for the manufacture of Nylon 66 Polymer; and (3) FII has requested Celanese to provide certain assistance in connection with the construction of the Nylon Plant and operation of both the said Plants which Celanese has agreed to do on the terms and condi tions hereinafter stipulated. NOW. THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 ASSISTANCE TO BE FURNISHED 1.1. If and to the extent requested by FLI, and to the extent that they are reasonably available, Celanese will furnish to FII personnel, services and facilities as follows: (i) engineers, supervisory personnel, purchasing agents, expediters and other specialized personnel on a full time or part time basis; (ii) accounting, legal and other specialized services; and iiiii research, development, manufacturing and production facilities together with personnel to operate the same. The results of research and development carried out by Celanese at the request and cost of FII shall be owned by Fll within the Agreement Field, and by Celanese outside the Agreement Field, throughout the world. 1.2. FII will consult with and take advice from Celanese during the design and construction of the Nylon Plant to obtain full advantage of the specialized knowledge of Celanese insofar as it is applicable. Without limiting the generality of the foregoing such consultation shall be made with special emphasis to U.S. engineering practices and to those portions of the Nylon Plant other than for the manufacture of Nylon 66 Polymer and the production of Nylon 66 Fiber. Section 2 PAYMENT 2.1. FII shall reimburse Celanese for all costs and expenses incurred and expended by Celanese, but without profit, in furnishing personnel, services and facilities under Section 1.1 and in consultation under Section 1.2 determined in accordance with the accounting system in effect in Celanese at the time. 2.2. Celanese shall invoice FII at least monthly as soon as practicable following the expiration of each calendar month for the amounts due under Section 2.1. FII shall pay the amounts so invoiced within thirty days of receipt of invoice. Section 3 PERIOD 3.1. This Agreement shall become effective as of its date and shall continue in full force and effect for a period of ten years. 7 HNA 27170 IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION OF AMERICA Attest: Secretary By President Attest: FIBER INDUSTRIES, INC. By Secretary President 8 irst ^ve :a President President EXHIBIT "B" MARKETING AGREEMENT THIS AGREEMENT is made the Twenty-eighth day of June One thousand nine hundred and sixty-five BY AND BETWEEN FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FU" and CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as "Celanese". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 1. FII agrees to employ Celanese during the term of this Agreement, and Celanese agrees to act, during the same period, as agent for FII in the sale of Polyester Fibers and Nylon Fibers (hereinafter referred to as "FII products") in the U.S.A., and in such territories throughout the world as FII may from time to time deter mine. For the purpose of this Agreement, "sale" or "sales" will include sales promotion, advertising, publicity, market research, application and product development, technical sales service and all aspects of marketing and Celanese will be responsible for all activities within this definition. Celanese agrees to use its best efforts during the term of this Agreement to promote and enlarge the sale of FII products. 2. Marketing agents and sub-agents may be employed for exports. Insofar as Celanese does this, Celanese can grant such agents and sub-agents a commission about the size of which Celanese and FU will have to agree. In determining such commission, there shall be taken into account the commission which Celanese pays agents and sub-agents for the marketing of similar and related products. The commission which Celanese grants agents and sub-agents shall be a marketing cost of Celanese. 3. There shall be the fullest exchange of views and information as to prices and other matters of importance between Celanese and FII. Celanese as sales agent and FII as principal shall mutually agree upon procedures and principles for the sale of FII products in the best interests of FII. In the event that the executives of Celanese and of FII are unable to agree upon any particular procedures or principles, the matter in dispute shall be settled by the Board of FII. Any material departure by Celanese from the above established procedures and principles shall be first approved by FII. 4. Any Trade Marks employed in connection with the sale of Polyester Fibers shall be registered in FII's own name. In promoting the sale of Polyester Fibers hereunder, Celanese may use its own name and may associate said products with products of its own manufacture in the course of its sales activities, provided it shall designate such Polyester Fibers only with FII Trade Marks and, where such Trade Marks are employed, shall always include the statement "Trade Mark of Fiber Industries, Inc.", or such other reference as shall be agreed by Fll as sufficient for the protection of the said Trade Marks and their registration. 5. Any Trade Marks (other than the trademark "Celanese") employed in connection with the sale of Nylon Fibers shall also be registered in FII's own name. In promoting the sale of Nylon Fibers hereunder, Celanese may use and allow the use of its own name and its own Trade Mark "Celanese" and may associate said products with products of its own manufacture in the course of its sales activities. To the maximum extent practicable as judged by effective marketing standards, FII's Trade Marks shall be employed and in all such cases Celanese shall include the statement "Trade Mark of Fiber Industries, Inc." or such other reference as shall be agreed by FII as sufficient for the protection of the said Trade Marks and their registration. FII agrees that it shall not obtain any rights to the Trade Mark "Celanese" and agrees to take all action reasonably requested by Celanese to confirm the ownership by Celanese of such Trade Mark "Celanese". 6. Orders obtained by Celanese shall be transmitted to FII which shall acknowledge, ship, invoice and collect. 7. FII will disclose to Celanese all technical information regarding FII products and their use and treat ment which Celanese requires for the efficient marketing of those products. S. Celanese will prepare for FII sales forecasts at least two months before the start of each quarter, lor the succeeding twelve months' period. Celanese will also prepare an annual budget itemized in reasonable detail lo cover ils estimated costs and expenses, free of commission, which will be agreed on with FII and shall not be exceeded by Celanese by more than ten per cent without the prior approval of FII. Celanese shall invoice FII at least monthly, as soon as practicable following theexpiration of each calendar month, for all costs incurred by Celanese in the sale of FII products in accordance with the terms of this Agreement. Fll shall pay the amounts so invoiced within thirty days after receipt of invoice. An imprest fund shall be created to cover Celanese's out-of-pocket sales expenses. 9 HNA 27172 9. This Agreement shall become effective as of the date of execution and shall continue m full force and effect for five years from its date. Thereafter it shall be open to the parties to renew the Agreement for suc cessive periods of two years. In the event of termination of this Agreement for any cause Cclancse shall promptly make available to FII all information in its possession which will assist FlI in selling FII products. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. FIBER INDUSTRIES, fNC. President CELANESE CORPORATION OF AMERICA Bv ............................................................................. President Secretary fo- - 'nd c' mesfe aall products. first above President CA President EXHIBIT "C" POLYESTER AGREEMENT THIS AGREEMENT is made as of the Twenty-eighth day of June One thousand nine hundred and sixty-five BY AND BETWEEN IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "ICI", FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FII", and CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as ''Celanese". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 EXCHANGE OF TECHNICAL INFORMATION 1.1. 1CJ, FII aDd Celanese will exchange Technical Information on Polyester Polymers and Polyester Fibers in such manner as they may from time to time determine. 1.2. The exchange of Technical Information will involve (inter alia) the following action: (i) responding to requests for assistance in connection with problems arising on the subject matter of the said Technical Information and consultation and advice in connection therewith; (ii) upon reasonable request, affording access to representatives of the other parties to inspect facilities utilized on the subject matter of the said Technical Information; (iii) upon reasonable request, making fully available to the other parties, reports, drawings and other writings on the subject matter of the said Technical Information unless the same were prepared under circumstances which would not legally permit their disclosure; and (iv) upon reasonable request, furnishing to the other parties such personnel as may be necessary to assist them in connection with problems arising on the subject matter of the said Technical Information. 1.3. The exchange of Technical Information and the action taken under Section 1.2 will in all cases be free of charge except insofar as any exceptional expense is incurred by any party on such matters as research work specifically undertaken at the request of either of the other parties or visits of personnel to the facilities of another party being unduly prolonged, in which case a reasonable charge may be made in respect of such 'pecific services, and except as provided for in Section 6 and Section 7 of this Agreement. Section 2 EXCHANGE WITH LICENSED AFFILIATES 2.1. ICI, Fll and Celanese may exchange with Licensed Affiliates Technical Information on Polyester Polymers and Polyester Fibers in such manner as they may from time to time determine. 2.2. The exchange provided for with Licensed Affiliates will involve such Licensed Affiliates in passing back their own Technical Information on Polyester Polymers and Polyester Fibers with authority for the same to be passed on to the other parties hereto and other Licensed Affiliates. 2.3. In respect of the foregoing an exchange under this Section of Technical Information with any Licensed Affiliate will commence when that Affiliate has specific plans for manufacture or production. Section 3 USE OF TECHNICAL INFORMATION IN RELATION TO POLYESTER POLYMERS AND POLYESTER FIBERS 3.1. FII may use in the U.S.A. Received Technical Information for the purpose of producing and using Polyester Fibers and for the purpose of manufacturing Polyester Polymers and for the purpose of manufacturing highly polymeric polymethylene terephthalate for supply to Celanese for the production of film under the Agreement dated the First May One thousand nine hundred and sixty-three between ICI, Celanese and FII. 3.2. ICI may use in the United Kingdom Received Technical Information for the purpose of manufacturing Polyester Polymers and of producing and using Polyester Fibers. 11 HNA 27174 3 3. Licensed Affiliate? may use. as authorized in reference to them. Received Technical Information tor the purpose of producing and using Polyester Fibers and for the purpose of manufacturing Polyester Polymers therefor. 3 4. Aw compam in which 1C1 has at the time directly or mdirectlv at least a forty per cent voting share interest (to be identified by 1C1 to FII and Celanesc) may, subject to Section 3.9 use Received Technical Information obtained by ICI for the purpose of manufacturing Polyester Polymers. 3.5. Without prejudice to Section 3.4, ICI may. in connection with licensing to third parties of ICI's own Technical Information, license Received Technical Information for the manufacture of Polyester Polymers and the production and use of Polyester Fibers in any country of the world other than the U. S. A., provided that such Received Technical Information is an identifiable item being a subsidiary part of information developed by ICI or is unidentifiable and inextricably intermingled with information so developed and provided that a license granted in respect of such identifiable item of Received Technical Information shall not become effective until the price payable to the originator of such item has been established by good faith negotiations between the originator and ICI. but no such payment shall be required in the case of a license granted, after the expiration of twelve years from the date of this Agreement, to any company in which ICI has ai the time directly or indirectly at least a forty per cent voting share interest or granted, after the expiration of fourteen years from the date of this Agreement, to other third parties. 3.6. Except as provided by Section 3.10, Celanese will not use (except that Celanese may use for the manufacture in the U. S. A. of highly polymeric polymethvlene terephthalate for the production of film under the said Agreement dated the First May One thousand nine hundred and sixty-three), in the U. S. A. or communicate to a third party for use in the U. S. A. any Technical Information for the purpose of manufacturing Polyester Polymers or of producing or using Polyester Fibers. Celanese will not communicate any Received Technical Information to any third party other than Licensed Affiliates and to Licensed Affiliates only for use as authorized in reference to them. 3.7. Except as provided by Sections 3.1 and 3.10. FII will not use and will not communicate to Licensed Affiliates otherwise than for use as authorized m reference to them, or communicate to a third partv. any Received Technical Information for the purpose of manufacturing Polyester Polymers or of producing or using Polyester Fibers. 3 8. Licensed Affiliates will not use, except as authorized in reference to them, any Received Technical Information for the purpose of manufacturing Polyester Polymers or of producing or using Polyester Fibers or communicate any Received Technical Information to third parties for such purpose. 3.9. Except as provided by Section 3.10, ICI will not use in the U. S. A., or communicate to a third party for use in the U. S. A., any Technical Information for the purpose of producing or using Polyester Fibers or for the purpose of manufacturing Polyester Polvmers therefor. ICI wilt not communicate any Received Technical Information to Licensed Affiliates otherwise than for use as authorized m reference to them. L' V- !T||OL'T prciudice to such never* and rights as thc\ respect.x eh mav otherwise hu\e e.ich ram cm are grantee: to it under thi- section or not' !or the manut.icture o' iOhesicr Rohmers and toe pm_a:in>r .;no u<e of Pohcster Fibers as follows: la1 Tecnmcui Information may be used bx me partx or a iicense granted to any compam tn which it has at the time dirccth or indirecilv at leas; a forty per cent xotme share interest, alter the expiration of twelve sears from the date of this Agreement; and (b* a license to other third parties may be granted after the expiration of fourteen years from the date of this Agreement; but in cither case no rights under patents of any other pant shah be granted or deemed to be granted in respect of such use or license of Technical Information or o: the use or sale of products produced thereby Section 4 SALES SERVICE INFORMATION u.l Sales Service Information max be freeix disclosed and used hv the names and by Licensed Affiliates and bx direct and indirect customers. Sun mn 5 L'SE OF RECEIVED TECHNICAL INFORMATION IN RELATION TO POLYESTER POLYMERS AND POLYESTER FIBERS OUTSIDE THE AGREEMENT FIELD h.i Tnerc shall be no restriction on the use hv the parties m operations outside me Agreement Field of an\ Receivco Tccnnual Imormation but no right- under patents o', an*, otuer nartx shall be granted or uecnieu id be granted in respect of such use ol Received Technical lniormaiion or of the use or sate ol products produced thereby i: t HNA 27175 ation for Pc s ing share Technical Cl's own mers and ided that developed ed that a : effective , between after the the time fourteen ; for the ilm under S. A. or jfacturing Received for use as Licensed tarty, any ducing or Technical ter Fibers party for ers or for Tr/"' --al >-- ic:-i party ;h specific iroduction iich it has liranon of i the date ae granted produced filiates and YMERS eld of any or deemed f products 5.2. Each party hereto may license, without payment to the other parties, Received Technical Information for use outside the Agreement Field as follows: (a) a license to any company in which it has at the time directly or indirectly at least a forty per cent voting share interest may be granted at any time; and (b) a license to any other third party may be granted after the expiration of fourteen years from the date of this Agreement. Provided that in either case no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Received Technical Information or of the use or sale of products produced thereby. Section 6 COMPENSATION FOR TECHNICAL ASSISTANCE PROVIDED BY ICI 6.1. FII agrees to pay to ICI. as compensation for technical assistance provided to it by ICI, a royalty at the rate of three and a half per cent gross on all Polyester Fibers in the forms specified in Section 6.2 sold or utilized by FII prior to the First July One thousand nine hundred and seventy. 6.2. The forms of Polyester Fibers upon which royalty under Section 6.1 arise, are the following namely: flat singles continuous filament yarns, thrown singles continuous filament yarns, tows, monofils, staple fibers and tops, the filaments or fibers of which would have, if fully drawn, a greatest diameter or width not exceeding 2.00 mm. 6.3. The royalty provided for in Section 6.1 shall be payable upon the net invoice value of Polyester Fibers in the forms specified in Section 6.2 sold by FII and for this purpose "net invoice value" shall mean the gross invoice value of sales less trade and quantity (but not cash) discounts, transportation, insurance and delivery expenses, taxes based directly on sales or turnover, cost of packages and packing, duties and allowances to customers other than those arising from returnable packages and, in the case of continuous filament yarns and monofils, less the cost (based on the then current costing procedure of FII) of all operations carried out beyond the first reeling or other collecting operation following all drawing operations and in the case of tops less the cost (as aforesaid) of all operations carried out for the conversion of tows or staple fibers into tops. If a special textile operation (such as bulking with an air jet) which can be carried out after the first reeling or other collecting operation aforesaid is, for the sake of economy or technical merit, carried out before said reeling or other collecting operation, the cost of such special textile operation, on a basis to be agreed between ICI and FII, shall also be deductible from the gross invoice value of sales. 6.4. As regards Polyester Fibers in the forms specified in Section 6.2 which are not sold by FII but are utilized for its own purposes, the royalty shall he calculated on what would have been the "net invoice value" of such Polyester Fibers had same been sold by Fll on the date of utilization and in cases where FII converts one form of Polyester Fibers upon which royally is payable into another such form, royalty shall be calculated on the final form of the Polyester Fibers less any deduction allowable under Section 6.3 above. 6.5. Within two months after the First January, April, July and October of each year. FII shall render to ICI a written report showing, for the preceding calendar quarter year, the amount of royalty payable under Section 6.1 in respect of the said calendar quarter year and the basis upon which it was determined, or, if such is the case, that no royalty is payable. Each such report shall be accompanied by the payment to ICI or as ICI may direct of any royalty due for such calendar quarter year in United States dollars. C.6. FII shall keep correct and complete records and books of account containing all information required tor the computation and verification of the amount of royalty to be paid under Section 6.1 and agrees, at the request of ICI, to permit the independent public accountants who regularly audit the books of FII for the benefit of its stockholders to have access, during ordinary business hours, to such records as may be necessary: (i) to determine in respect of each calendar quarter year ending not more than two calendar years prior to the date of such request, the correctness of any report or payment to be made under this Agree ment, or (u) to obtain information as to the royalty payable for any such period in case of failure of FII to report or pay pursuant to the terms of this Agreement. Section 7 PAYMENT FOR ACQUIRED TECHNICAL INFORMATION 7.1. Where Technical information is acquired after the date hereof from a third party for payment and is made available for use hereunder a fee may be charged in respect of the rights to use the same, based to the extent practicable on the cost of acquisition. 13 HNA 27176 Section 8 TERMINATION OF EXCHANGE OF TECHNICAL INFORMATION 8.1. The exchange of Technical Information between the parties and with Licensed Affiliates under this Agreement shall be for a period of ten years from the dale of this Agreement. Two years prior to the termi nation of the exchange, the parties shall discuss the extension of the period of the exchange. 8.2. Termination of the exchange shall not affect the rights or obligations of any party hereto or Licensed Affiliate or third party (as the case mat1 be) with respect to Technical Information. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. THE COMMON SEAL of IMPERIAL CHEMICAL INDUSTRIES LIMITED was hereunto affixed in the presence of: Director Secretary FIBER INDUSTRIES, INC. By ..................................... President CELANESE CORPORATION OF AMERICA By President jnder this the terrai- Licensed first above President ICA P.- tent EXHIBIT "D" NYLON AGREEMENT THIS AGREEMENT is made as of the Twenty-eighth day of June, One thousand nine hundred and sixty-five BY AND BETWEEN IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, hereinafter referred to as "10", FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as "FU", and CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as "Celanese". WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 EXCHANGE OF TECHNICAL INFORMATION 1.1. ICI, FII and Celanese will exchange Technical Information on Nylon Polymers and Nylon Fibers, in such manner as they may from time to time determine. 1.2. The exchange of Technical Information will involve (inter alia) the following action: (i) responding to requests for assistance in connection with problems arising on the subject matter of the said Technical Information and consultation and advice in connection therewith; (ii) upon reasonable request, affording access to representatives of the other parties to inspect facilities utilized on the subject matter of the said Technical Information; (iii) upon reasonable request, making fully available to the other parties, reports, drawings and other writings on the subject matter of the said Technical Information unless the same were prepared under circumstances which would not legally permit their disclosure; and (iv) upon reasonable request, furnishing to the other parties such personnel as may be necessary to assist them in connection with problems arising on the subject matter of the said Technical Information. 1.3. The exchange of Technical Information and the action taken under Section 1.2 will in all cases be free of charge except insofar as any exceptional expense is incurred by any party on such matters as research work specifically undertaken at the request of either of the other parties or visits of personnel to the facilities of another party being unduly prolonged, in which case a reasonable charge may be made in respect of such specific services, and except as provided for in Section 6 of this Agreement. Section 2 EXCHANGE WITH LICENSED AFFILIATES 2.1. ICI, FI! and Celanese may exchange with Licensed Affiliates Technical Information on Nylon Polymers and Nyon Fibers in such manner as they may from time to time determine. 2.2. The exchange provided for with Licensed Affiliates will involve such Licensed Affiliates in passing back their own Technical Information on Nylon Polymers and Nylon Fibers with authority for the same to be passed on to the other parties hereto and other Licensed Affiliates. 2.3. In respect of the foregoing an exchange under this Section of Technical Information with any Licensed Affiliate will commence when that Licensed Affiliate has specific plans for manufacture or production. Section 3 USE OF TECHNICAL INFORMATION IN RELATION TO NYLON POLYMERS AND NYLON FIBERS 3.1. FII may use in the U.S.A. Received Technical Information for the purpose of producing and using Nylon Fibers and for the purpose of manufacturing Nylon Polymers. 3.2. ICI may use in the United Kingdom Received Technical Information for the purpose of manufacturing Nylon Polymers and of producing and using Nylon Fibers. 15 HNA 27178 3.3. Licensed Affiliates may use. as authorized in reference to them. Received Technical Information for the purpose of producing ana using Nvion Fibers and for the purpose of manufacturing Nvlon Polymers therefor 3 4. ICI may. in connection with licensing to third parties of ICI's own Technical Information, license Received Technical Information for the manufacture of Nylon Polymers and the production and use of Nylon Fibers in any country of the world other than the U.S.A.. provided that such Received Technical Information is an identifiable item being a subsidiary part of information developed by ICI or is unidentifiable and inextricably intermingled with information so developed and provided that a license granted in respect of such identifiable item of Received Technical Information shall not become effective until the price payable to the originator of such item has been established by good faith negotiations between the originator and ICI, but no such payment shall be required in the case of a license granted, after the expiration of twelve years from the date of this Agreement, to any company in which ICI has at the time directly or indirectly at least a forty per cent voting share interest or granted, after the expiration of fourteen years from the date of this Agreement, to other third parties. 3.5. Except as provided m Section 3.9 Celanese will not use in the U.S.A. or communicate to a third party for use in the U.S.A. any Technical Information for the purpose of manufacturing Nylon Polymers or of producing or using Nylon Fibers. Celanese will not communicate any Received Technical Information to any third party other than Licensed Affiliates and to Licensed Affiliates only for use as authorized in reference to tnem. 3.6 Except as provided by Sections 3.1 and 3 9. FU will not use. and will not communicate to Licensed Affiliates otherwise than for use as authorized in reference to them, or communicate to a third party, any Received Technical Information for the purpose of manufacturing Nylon Polymers or of producing or using Nylon Fibers. 5.7. Licensed Affiliates will not use, except as authorized in reference to them, any Received Technical Information for the purpose of manufacturing Nylon Polymers or of prociucmg or using Nyion Fibers or communicate any Received Technical Information to third parties for such purpose. 3.S Except as provided by Section 3.9, ICI will not use in the U.S.A.. or communicate to a third party for use in the U.S.A.. any Technical Information for the purpose of producing or using Nylon Fibers or for the purpose of manufacturing Nylon Polymers therefor. ICI will not communicate any Received Technical Information to Licensed Affiliates otherwise than for use as authorized in reference to them. 5 Without prejudice to such powers and rights as they respectively may otherwise have, each party hereto may use or license without payment to the other parties Technical Information (whether such specific rights are granted to it under this Section or not; for the manufacture of Nylon Polymers and the production and NvUui t.'l'ows .. - Tcciin.c..: imo~m.:;.'n ;x h\ m.e party o: .iceme grimed io ,.m u';ir-r.\ in wnten n.:> . tire ; me directi', or incirectly a: ic-st a fort\ per cent \ cuing snare .uteres:, after ihc expiration o: tweive '.cars from the date of tr.is Agreement: and 1 u licence io other third parties mav be granted atier the expiration of fourteen vears from the date oi this Agreement: but m either case no rights under patents of am other party shall be granted or deemed to be granted in re-pact of such use or license of Technical Information or of the use or saie of products produced thcrebv Section 4 SALES SERVICE INFORMATION 4.1. Sales Service Information may be freely disclosed and used by the parties and by Licensed Affiliates and by direct and indirect customers. Section 5 IM- of RECLINED TECHNICAL INFORMATION IN RELATION TO NVLON POLYMERS AND NYLON FIBERS OUTSIDE THE AGREEMENT FIELD ' ! There she!, he no restriction or the use h\ the parties in operation-' outside the Agreement Field of am Recco -v, Tec..me..] Information hi:' neVc uruc* patent-, of any ol.nc: rorr- shall be granted or decmec to lx granted in re>pec: of siicn use O keceivlC Technical Information o: oi the use or sale of products produced thcrebv 16 HIM A 27 75 on the s ir. e Received i Fibers in ition is an nextricably identifiable iginator of h payment ate of this cent voting U to other third party ners or of tion to any a reference o Licensed party, any ig or using i Technical i Fibers or d party for , or for the 1 Technical iarty hereto eci ' 'his jut^ , and *hich it has e expiration jm the date ; granted in :ed thereby. ed Affiliates YMERS Field of any ir deemed to of products 5.2. Each party hereto may license, without payment to the other parties. Received Technical Information for use outside the Agreement Field as follows: (a) a license to any company in which it has at the time directly or indirectly at least a forty per cent voting share interest may be granted at any time; and (b) a license to any other third party may be granted after the expiration of fourteen years from the date of this Agreement; provided that in either case no rights under patents of any other party shall be granted or deemed to be granted in respect of such use or license of Received Technical Information or of the use or sale of products produced thereby. Section 6 PAYMENT FOR ACQUIRED TECHNICAL INFORMATION 6.1. Where Technical Information is acquired after the date hereof from a third party for payment and is made available for use hereunder a fee may be charged in respect of the rights to use the same, based to the extent practicable on the cost of acquisition. Section 7 TERMINATION OF EXCHANGE OF TECHNICAL INFORMATION 7.1. The exchange of Technical Information between the parties and with Licensed Affiliates under this Agreement shall be for a period of ten years from the date of this Agreement. Two years prior to the termination of the exchange, the parties shall discuss the extension of the period of the exchange. 7.2. Termination of the exchange shall not affect the rights or obligations of any party hereto or Licensed Affiliate or third party (as the case may be) with respect to Technical Information. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. THE COMMON SEAL of IMPERIAL] CHEMICAL INDUSTRIES LIMITED ] was hereunto affixed in the presence of: I Director Secretary Attest: FIBER INDUSTRIES, INC. By ............................................................................... President Secretary . Attest: CELANESE CORPORATION OF AMERICA By ............................................................................... President Secretary PATENT LICENSE AGREEMENT THIS AGREEMENT made as of the Twenty-eighth day of Jane One thousand nine hundred and sixty-five BY AND BETWEEN CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, herein after referred to as `TCT'. and FIBER INDUSTRIES. INC., a Delaware corporation, hereinafter referred to r.s "Fir. WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, each of the parties hereto, intending to be legally bound hereby, covenants and agrees as follows: Section 1 DEFINITION 1.1 "Patents" means, in relation to each party hereto and each Licensed Affiliate. Letters Patent and appli cations for and licenses under Letters Patent in respect of which such party or Licensed Affiliate is able directly or indirectly to comply with the obligations assumed by it by this Agreement. Section 2 GRANT OF PATENT LICENSES BETWEEN THE PARTIES AND LICENSED AFFILIATES 2 1 Except as provided in Section 3.10 of the Polyester Agreement and Section 3.9 of the Nylon Agreement entered into pursuant to an Agreement of even date between the parties hereto and except as to sales of Polyester Polymer and Nylon Polymer manufactured by any Licensed Affiliate in which Celanese has a 405voting share interest, the present and future Patents of each party hereto and of each Licensed Affiliate shall be non-exclusivelv (except as stated in Section 5) licensed to each other party and each Licensed Affiliate free of pay'ment (except as stated in Section 6) but only to the extent required to use Technical Information in those portions of the Agreement Field in those countries where such party' or such Licensed Affiliate has received the right to use Received Technical Information pursuant to Sections 3 and - of the said Polvester Agreement and the said Nylon Agreement and to sell in the country of manufacture the products produced h\ the use of such Technical Information. NON-ASSERTION OF PATENTS 3 1. As regards the s^iU Poh.esier Agreement, the Patent-* of each party hereto and of each Licensed Affiliate c. . e:,ng at. invention w:i::r is tnc subject of an application for LettersPatent first filed in any countrv after the Second Dccemner One thousand nine hundred and sixty-three and prior to the end of the period of exchange of Technical Information under that Agreement, shall not be asserted to prevent the sale in any country of the world of Polyester Fibers produced by FI1. and of Polyester Polymers manufactured and Polyester Fibers produced by ICI. and in the L.S.A. of Polyester Fibers produced by any Licensed Affiliate by the use of Received Technical Information. 3.2. As regards the said Nylon Agreement,the Patents of each party hereto and each Licensed Affiliate covering an invention which is the subject of an application for LettersPatent first filed in any country after the Second December One thousand nine hundred and sixtv-three and prior to the end of the period of exchange of Technical Information under that Agreement, shall not be asserted to prevent the sale m any country of the world of Nylon Fibers produced by Fll. and of Nvlon Polymers manufactured and Nylon Fibers produced by ICI. and in the L.S.A. of Nvion Fibers produced by any Licensed Affiliate by the use of Received Technical Information ' W leg.ud' trie s,,ic I'oIvcm-j: Agreement and tr. amplification of Section 2.1 and Section 3 1 oi tins Agreement and for the benefit of each Licensed Affiliate, the patents of Celanese. ICI and each other Licensed Vfih.-.te covering nr. invention which is me subject of an application tor Letters Patent first filed in any country after the Second December One thousand nine hundred and sixtv-three and prior to the end of the pe'k*u u. exchamr o; T^cnnica! Information under the Pol'Cste' Agreement shall not be asserted to prevent the s.de in an\ c itintrv where similar non-assertion of patents is accorded to that Licensed Affiliate by FIR ot Polyester Fibers produced by it bv tne use of Received Technical Information. 4 i sixty-five hereinafter on, hereinreferred to ties hereto. and applilate is able Agreement to sales of : has a 40% .ffiliate shall sed Affiliate Information Affiliate has id Polyester :ts 'ced --- rsed Affiliate :ountry after te period of sale in any factured and ised Affiliate tsed Affiliate country after he period of - sale in any .1 and Nylon e by the use i 1 1 of this ther Licensed filed in any le end of the cd to prevent filiate by FI1, 3.4. As regards the said Nylon Agreement and in amplification of Section 2.1 and Section 3.2 of this Agree ment and for the benefit of each Licensed Affiliate, the patents of Celanese, ICI and each other Licensed Affiliate covering an invention which is the subject of an application for Letters Patent first filed in any country after the Second December One thousand nine hundred and sixty-three and prior to the end of the period of exchange of Technical Information under the Nylon Agreement shall not be asserted to prevent the sale in any country where similar non-assertion of patents is accorded to that Licensed Affiliate by FII. of Nylon Fibers produced by it by the use of Received Technical Information. Section 4 GRANT OF ADDITIONAL PATENT LICENSES AND NON-ASSERTION OF PATENTS BY THE PARTIES AND LICENSED AFFILIATES 4.1. The Patents of each party hereto and of each Licensed Affiliate shall be non-exclusively licensed to any company identified by ICI pursuant to Section 3.4 of the said Polyester Agreement free of payment (except as stated in Section 6) but only for the purposes of manufacturing Polyester Polymers, otherwise than for the purpose of producing Polyester Fibers, and of selling such Polyester Polymers. 4.2. In addition to the non-assertion provided in Section 3.1, FII agrees not to assert its Patents covering an invention which is the subject of an application for Letters Patent first filed in any country prior to the Third December One thousand nine hundred and sixty-three, against the sale of Polyester Polymers manufactured and Polyester Fibers produced by ICI, or against the sale, in the country or countries in respect of which a Licensed Affiliate in which ICI has a 40% voting share interest is authorized to use Received Technical Infor mation. of Polyester Fibers produced by that Licensed Affiliate in such country or countries. 4.3. In addition to the non-assertion provided in Section 3.1, Celanese agrees not to assert its Patents based on work done prior to the Third December One thousand nine hundred and sixty-three at the request of FII, or for the express benefit of FII, or jointly with FII or ICI, against the sale of Polyester Polymers manufac tured and Polyester Fibers produced by ICI, or against the sale, in the country or countries in respect of which a Licensed Affiliate in which ICI has a 40% voting share interest is authorized to use Received Technical Information, of Polyester Fibers produced by such Licensed Affiliate in such country or countries. Section 5 EXCLUSIVITY TO FII 5.1. The rights under Patents granted to FII under Section 2.1 shall be exclusive (subject to rights already granted thereunder) in the U.S.A. to the extent that these are for the production of Polyester Fibers and for the manufacture of Polyester Polymers therefor but such rights so far as such Agreement is concerned shall immediately become non-exclusive upon termination of the exchange of Technical Information under the said Polyester Agreement. 5.2. The rights under Patents granted to FII under Section 2.1 shall be exclusive (subject to rights already granted thereunder) in the U.S.A. to the extent that these are for the production of Nylon Fibers and for the manufacture of Nylon Polymers therefor but such rights so far as such Agreement is concerned shall immediately become non-exclusive upon termination of the exchange of Technical Information under the said Nylon Agreement. 5.3. FII shall have power to grant sub-licenses for the lives of the licensed Patents under the exclusive patent * rights it has under Sections 2.1, 5.1 and 5.2 of this Agreement. 5.4. For the purposes of this Section the production of Polyester Fibers and Nylon Fibers shall mean: (a) in the case of continuous monofilament or multifilament yams and tows, all operations up to the stage of, but not beyond, the first reeling or other collecting operation following production or, where drawn, following all drawing; and (b) in the case of staple fibers, all operations up to the stage of, but not beyond, staple fiber in bulk. Section 6 PAYMENT FOR ACQUIRED PATENTS 6.1. Where Patents are acquired after the date hereof from a third party for payment (whether by wav of lump sum or running royalty) and become subject to this Agreement, a fee may be charged in respect of the rights granted or obligations assumed hereunder based to the extent practicable on the cost of acquisition. 19 f'.Z. Where Patents of a third party arc held upon terms that rights ma\ be granted or obligations assumed only upon payment to such third party of a lump sum or running royaltv, such rights ma\ be granted or obligations assumed onl\ upon payment of compensation appropriate thereto. IN WITNESS whereof the parries hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION OF AMERICA By President Attest: Secretary THE COMMON SEAL of IMPERIAL] CHEMICAL INDUSTRIES LIMITED Jwas hereunto affixed in the presence of: j Director Secretary Attest: FIBER INDUSTRIES, INC. By ......................................... Secretary President .> ur ' oly ot ins first above (CA ............. President EXHIBIT "F" POLYESTER FIBERS PATENTS IMMUNITY AGREEMENT THIS AGREEMENT is made as of the Twenty-eighth day of June One thousand nine hundred and sixty-five BY AND BETWEEN CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, herein after referred to as "ICI", and FIBER INDUSTRIES. INC., a Delaware corporation, hereinafter referred to as Fir. WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained the parties hereto, intending to be legally bound hereby, covenant and agree as follows: Section 1 DEFINITIONS Wherever used in this Agreement unless otherwise clearly indicated in the context "Agreement Product" shall mean any of the following forms of Polyester Fibers: (i) flat singles continuous filament yarns; (ii) thrown singles continuous filament yarns; (iii) tows; (iv) staple fibers: (v) tops; and (vi) monofils. Section 2 NON-ASSERTION OF PATENTS Celanese, ICI and FII and each Licensed Affiliate covenants and agrees with each of the others and each other Licensed Affiliate that it will not at any time hereafter assert against any of the others or against any other person according similar non-assertion of patents or of rights under patents or against any direct or indirect customers of any of the others or of such other person, any patents or rights under patents having a priority date not later than the end of the period of exchange of Technical Information under the Polyester Agreement of even dale entered into between the parties hereto, to prevent the import, treatment, use or sale in any country of the world of any fabricated article manufactured from any Agreement Product, but for this purpose the expression "fabricated article" does not include: (i) an Agreement Product which has been manufactured from any other Agreement Product: or (ii) an Agreement Product which has been merely colored or treated with a textile or other processing agent or which has been merely crimped or looped; Provided that as regards any such other person or the direct or indirect customers of such other person the patents or rights under patents covered by this provision may be confined to such as have a priority date earlier than the First January One thousand nine hundred and fifty-four unless, and to the extent and for the period that, such other person signifies its assent in writing to grant reciprocal rights in respect of its patents and rights under patents having a priority on or after the said date and Provided Further that with the respect to other persons according non-assertion of patents or of rights under patents in a narrower field this Agreement shall apply only to such narrower field. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above ' written. CELANESE CORPORATION OF AMERICA Attest: By Secretary 21 President HNA 27184 THE COMMON SEAL of IMPERIAL CHEMICAL INDUSTRIES LIMITED > was hereunto affixed in the presence of: j Director Secretary FIBER INDUSTRIES, INC. By Attest: Secretary President j * President EXHIBIT "G" NYLON FIBERS PATENTS IMMUNITY AGREEMENT THIS AGREEMENT is made as of the Twenty-eighth day of June One thousand nine hundred and sixty-five BY AND BETWEEN CELANESE CORPORATION OF AMERICA, a Delaware corporation, hereinafter referred to as "Celanese", IMPERIAL CHEMICAL INDUSTRIES LIMITED, a British corporation, herein after referred to as "ICI", and FIBER INDUSTRIES, INC., a Delaware corporation, hereinafter referred to as 'Fir. WITNESSETH: For and in consideration of the mutuai covenants and agreements herein contained, each of the parties hereto and each Licensed Affiliate, intending to be legally bound hereby, covenants and agrees that it will not at any time hereafter assert against any of the others or against any direct or indirect customers of any of the others any patents or rights under patents having a priority date not later than the end of the period of exchange of Technical Information under the Nylon Agreement of even date entered into between the parties hereto, to prevent the import, treatment, use or sale in any country of the world of any article fabri cated from Nylon Fibers which expression shall not include: (a) Nylon Fibers as such which have been merely thrown, bulked, folded, colored or otherwise treated; or (b) tops or spun yarns whether or not colored or otherwise treated: or (c) tire fabric. IN WITNESS whereof the parties hereto have executed this Agreement as of the day and year first above written. CELANESE CORPORATION OF AMERICA Attest: Secretary THE COMMON SEAL of IMPERIAL] CHEMICAL INDUSTRIES LIMITED was hereunto affixed in the presence of: j By................................................................................ President Director Secretary FIBER INDUSTRIES, INC. Attest: Secretary By...................................... President 23 HNA 27186