Exhibit 10.1


 


 


SECOND AMENDED AND RESTATED


 


SHAREHOLDERS’ AGREEMENT


 


by and among


 


CELANESE CORPORATION,


 


BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1,


 


BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2,


 


BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3,


 


and


 


BA CAPITAL INVESTORS SIDECAR FUND, L.P.


 


Dated as of January 18, 2005


 






















Table of Contents


	
   

  	
   

  	
   

  	
  Page

  
	
  Article I.

  	
  INTRODUCTORY MATTERS

  	
  1

  
	
   

  	
  1.1

  	
  Defined Terms

  	
  1

  
	
   

  	
  1.2

  	
  Construction

  	
  5

  
	
  Article II

  	
  TRANSFERS

  	
  5

  
	
   

  	
  2.1

  	
  Limitations on Transfers

  	
  5

  
	
   

  	
  2.2

  	
  Transfers to BACI Affiliate Transferees

  	
  6

  
	
   

  	
  2.3

  	
  Right of First Refusal

  	
  7

  
	
   

  	
  2.4

  	
  Tag-Along Rights

  	
  8

  
	
   

  	
  2.5

  	
  Drag-Along Rights

  	
  9

  
	
   

  	
  2.6

  	
  Termination

  	
  11

  
	
  Article III

  	
  CORPORATE GOVERNANCE MATTERS

  	
  11

  
	
   

  	
  3.1

  	
  Board of Directors

  	
  11

  
	
  Article IV

  	
  COVENANTS

  	
  12

  
	
   

  	
  4.1

  	
  Books and Records, Access

  	
  12

  
	
   

  	
  4.2

  	
  Periodic Reporting

  	
  12

  
	
   

  	
  4.3

  	
  Confidentiality

  	
  13

  
	
   

  	
  4.4

  	
  Indemnification

  	
  13

  
	
   

  	
  4.5

  	
  Expenses and Fees

  	
  14

  
	
   

  	
  4.6

  	
  Use of Shareholders' Names

  	
  14

  
	
  Article V

  	
  MISCELLANEOUS

  	
  14

  
	
   

  	
  5.1

  	
  Additional Securities Subject to Agreement

  	
  14

  
	
   

  	
  5.2

  	
  Recapitalization, Exchange, Etc

  	
  14

  
	
   

  	
  5.3

  	
  Termination

  	
  15

  
	
   

  	
  5.4

  	
  Notices

  	
  15

  
	
   

  	
  5.5

  	
  Further Assurances

  	
  16

  
	
   

  	
  5.6

  	
  Assignment

  	
  16

  
	
   

  	
  5.7

  	
  Amendment, Waiver

  	
  16

  
	
   

  	
  5.8

  	
  Third Parties

  	
  17

  
	
   

  	
  5.9

  	
  Governing Law

  	
  17

  
	
   

  	
  5.10

  	
  Jurisdiction

  	
  17

  
	
   

  	
  5.11

  	
  MUTUAL WAIVER OF JURY TRIAL

  	
  17

  
	
   

  	
  5.12

  	
  Specific Performance

  	
  17

  
	
   

  	
  5.13

  	
  Entire Agreement

  	
  17

  
	
   

  	
  5.14

  	
  Titles and Headings

  	
  18

  
	
   

  	
  5.15

  	
  Severability

  	
  18

  
	
   

  	
  5.16

  	
  Counterparts

  	
  18

  
	
   

  	
  5.17

  	
  Effectiveness

  	
  18

  
					



 


 


i






















 


SECOND
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


SECOND AMENDED AND RESTATED
SHAREHOLDERS’ AGREEMENT, dated as of January 18, 2005, by and among Celanese
Corporation, a Delaware corporation (formerly known as Blackstone Crystal
Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone
Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital
Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital
Partners (Cayman) Ltd. 3 (“BCP 3” and, together with
BCP 1 and BCP 2 and their respective successors and Permitted Assigns
(as hereinafter defined), the “Blackstone Entities”), each an exempted
company incorporated under the laws of the Cayman Islands, and BA Capital
Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (together
with its successors and Permitted Assigns, “BACI”).  Each of the Blackstone Entities and BACI and
their respective successors and Permitted Assigns are sometimes referred to
individually as a “Shareholder” and together as the “Shareholders.”


BACKGROUND:


WHEREAS, in connection with
the consummation of the voluntary public takeover offer by a subsidiary of the
Company for all of the outstanding registered ordinary shares of Celanese AG
(the “Offer”), the Blackstone Entities and BACI acquired ordinary
shares, par value $0.01 per share, of the Company (the “Ordinary Shares”);


WHEREAS, the Blackstone
Entities and BACI entered into the Shareholders’ Agreement, dated as of April
6, 2004 (as subsequently amended and restated as of November 1, 2004, the “Original
Agreement”) to provide for certain matters relating to their respective
holdings of Ordinary Shares and the governance of the Company;


WHEREAS, on November 3,
2004, the Company migrated from the Cayman Islands to the State of Delaware,
redomiciled itself as a Delaware corporation and changed its name from
“Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.” to “Celanese
Corporation”;


WHEREAS, in connection with,
and effective upon, the Initial Public Offering (as defined in Section 1.1) of
the Company, and in accordance with Section 6.7 of the Original Agreement, the
parties to the Original Agreement wish to amend and restate the Original
Agreement in its entirety in order to set forth certain understandings
regarding the governance of the Company and the relationship among the Company
and the Shareholders following consummation of the Initial Public Offering;


NOW, THEREFORE, the parties
agree as follows:


ARTICLE I.                   INTRODUCTORY
MATTERS


11.1   Defined Terms.  In addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein with
initial capital letters:


“Affiliate” means,
with respect to any Person, (i) any Person that directly or indirectly
controls, is controlled by or is under common control with, such Person or
(ii) any director, officer, member, partner (including limited partners)
or employee of


 






















 


such
Person or any Person specified in clause (i) above; provided that
officers, directors or employees of the Company will be deemed not to be
Affiliates of the Shareholders for purposes hereof solely by reason of being
officers, directors or employees of the Company.


“Agreement” means
this Second Amended and Restated Shareholders’ Agreement, as the same may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms hereof.


“Assumption Agreement”
means a writing reasonably satisfactory in form and substance to the Blackstone
Entities whereby a BACI Affiliate Transferee becomes a party to, and agrees to
be bound to the same extent as its transferor, by the terms of this Agreement.


“BACI” has the
meaning set forth in the preamble.


“BACI Affiliate
Transferee” has the meaning set forth in Section 2.2.


“BACI Permitted Assign
Agreement” means an agreement reasonably satisfactory in form and substance
to the Blackstone Entities whereby such Transferee agrees that it shall be
bound by all of the provisions of this Agreement as if it were BACI, but shall
not be entitled to the benefits of Article III hereof.


“BCP 1” has the
meaning set forth in the preamble.


“BCP 2” has the
meaning set forth in the preamble.


“BCP 3” has the
meaning set forth in the preamble.


“Blackstone Entities”
has the meaning set forth in the preamble.


“Blackstone Intervening
Entity” means BCP 1, BCP 2, BCP 3 and any other Person created by
Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners
(Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P.
or Blackstone Chemical Coinvest Partners Cayman L.P. (collectively, the “Blackstone
Funds”), but excluding the Blackstone Funds themselves, formed for the
purpose of making the investment, directly or indirectly, in the Company.


“Blackstone
Representative” means the Blackstone Entity designated from time to time by
all of the Blackstone Entities to serve as the representative of the Blackstone
Entities for certain purposes hereunder.


“Board” means the
board of directors of the Company.


“Business Day” means
a day other than a Saturday, Sunday, federal or New York State holiday or other
day on which commercial banks in New York City are authorized or required by
law to close.


 


2






















 


“Certificate of
Incorporation” means the amended and restated certificate of incorporation
of the Company, as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms hereof.


“Company” has the
meaning set forth in the preamble.


“Common Stock” means
the shares of Series A common stock and Series B common stock, par value
$0.0001 per share, of the Company, and any other capital stock of the Company
into which such stock is reclassified or reconstituted and any other common
stock of the Company.


“Common Stock Equivalents”
means any security or obligation which is by its terms convertible,
exchangeable or exercisable into or for shares of Common Stock, whether at the
time of issuance or upon the passage of time or the occurrence of some future
event.


“Director” means any
member of the Board.


“Drag-Along Buyer”
has the meaning set forth in Section 2.5(a).


“Drag-Along Notice”
has the meaning set forth in Section 2.5(b).


“Drag-Along Shareholders”
shall have the meaning as set forth in Section 2.5(a).


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time.


“Initial Public Offering”
means the closing of the first sale of shares of Series A Common Stock of the
Company to the public pursuant to an effective registration statement (other
than a registration statement on Form S-4 or S-8 or any similar or
successor form) filed under the Securities Act.


“Initial Share Holding
Period” has the meaning set forth in Section 2.1(a).


“Majority Shareholders”
has the meaning set forth in Section 2.5(a).


“Offer” has the
meaning set forth in the preamble.


“Offer Notice” has the meaning set forth in
Section 2.3(a).


“Offer Period” has
the meaning set forth in Section 2.3(a).


“Permitted Assigns”
means (i) with respect to any Blackstone Entity, a Transferee of shares of
Common Stock of such Blackstone Entity that agrees to become party to, and to
be bound to the same extent as its transferor by the terms of, this Agreement
and (ii) with respect to BACI, a BACI Affiliate Transferee or a Transferee
of shares of


 


3






















 


Common
Stock of BACI that executes and delivers to the Company and each Blackstone
Entity a BACI Permitted Assign Agreement.


“Person” means any
individual, corporation, limited liability company, partnership, trust, joint
stock company, business trust, unincorporated association, joint venture,
governmental authority or other legal entity of any nature whatsoever.


“Preferred Stock”
means the shares of preferred stock, par value $0.01 per share, of the Company
and any other capital stock of the Company into which such stock is designated,
reclassified or reconstituted, and any other preferred stock of the Company.


“Proposed Sale” has
the meaning set forth in Section 2.4(a).


“Proposed Transferee”
has the meaning set forth in Section 2.4(a).


“Public Offering”
means a sale of common equity or equivalent securities of the Company to the
public pursuant to an effective registration statement (other than a
registration statement on Form S-4 or S-8 or any similar or successor
form) filed under the Securities Act.


“Registration Rights
Agreement” means the Amended and Restated Registration Rights Agreement
dated as of the date hereof among the Company and the Shareholders, as such
agreement may be amended, supplemented or otherwise modified from time to time.


“Related Persons” has
the meaning set forth in Section 4.4.


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time.


“Shareholder” or “Shareholders”
has the meaning set forth in the preamble.


“Tag-Along Notice”
has the meaning set forth in Section 2.4(b).


“Tagging Shareholder”
has the meaning set forth in Section 2.4(a).


“Tender Offer Closing”
means the closing of the first acquisition of registered ordinary shares of
Celanese AG by BCP Crystal Acquisition GmbH & Co. KG pursuant to its
voluntary public takeover offer published February 2, 2004.


“Transfer” means a
transfer, sale, assignment, pledge, hypothecation or other disposition, whether
directly or indirectly pursuant to the creation of a derivative security, the
grant of an option or other right, the imposition of a restriction on
disposition or voting or transfer by operation of law.  When used as a verb, “Transfer” shall have
the correlative meaning.  In addition,
“Transferred” and “Transferee” shall have the correlative meanings.


 


4






















 


1.2   Construction.  The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party.  Unless
the context otherwise requires: 
(a) ”or” is disjunctive but not exclusive, (b) words in
the singular include the plural, and in the plural include the singular, and
(c) the words “hereof”, “herein”, and “hereunder” and
words of similar import when used in this Agreement refer to this Agreement as
a whole and not to any particular provision of this Agreement, and Section
references are to this Agreement unless otherwise specified.


ARTICLE II.                  TRANSFERS


2.1   Limitations on
Transfer.  (a)  Without the prior written consent
of the Blackstone Representative, BACI may not Transfer any shares of Common
Stock prior to the six (6) month anniversary of the Initial Public
Offering (or such shorter period as the underwriters for such Initial Public
Offering shall require of either the Blackstone Entities or BACI) (the “Initial
Share Holding Period”) other than (1) to a BACI Affiliate Transferee
in accordance with the provisions of Section 2.2, (2) to one or more
Blackstone Entities pursuant to Section 2.3, (3) as a Tagging Shareholder
pursuant to Section 2.4, (4) as a Drag-Along Shareholder pursuant to
Section 2.5 or (5) pursuant to the rights set forth in the
Registration Rights Agreement.  Without
limiting BACI’s rights to transfer to a BACI Affiliate Transferee pursuant to
clause (1) of the preceding sentence, in the event of any proposed Transfer by
BACI of all of the shares of Common Stock held by BACI to a Transferee that is
an institutional investor of national reputation and that executes a BACI
Permitted Assign Agreement, which proposed Transfer is subject to the rights
set forth in Section 2.3 below, such consent of the Blackstone Representative
shall not be unreasonably withheld or delayed. 
After the Initial Share Holding Period, BACI may Transfer its shares of
Common Stock only in accordance with, and subject to the applicable provisions
of, this Article II or pursuant to the rights set forth in the
Registration Rights Agreement.  Any
Transferee of BACI prior to the expiration of the Initial Share Holding Period
must qualify as a Permitted Assign of BACI.


(b)           In the event of any purported
Transfer by BACI of any shares of Common Stock in violation of the provisions
of this Agreement, such purported Transfer will be void and of no effect and
the Company will not give effect to such Transfer.


(c)           Each certificate representing shares
of Common Stock held by any Shareholder will bear a legend substantially to the
following effect:


“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS’ AGREEMENT AMONG
CELANESE CORPORATION AND THE SHAREHOLDERS PARTY THERETO, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF CELANESE CORPORATION.  THE SHAREHOLDERS’ AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN
PROVISIONS RELATING TO THE TRANSFER OF THE SHARES SUBJECT TO THE
AGREEMENT.  NO TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY, DIRECTLY OR INDIRECTLY, BE MADE EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SUCH


 


5






















 


SHAREHOLDERS’
AGREEMENT.  THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF
THE PROVISIONS OF SUCH SHAREHOLDERS’ AGREEMENT.


THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.”


This legend will be removed
by the Company, with respect to any certificate representing shares of Common
Stock, by the delivery of substitute certificates without such legend in the
event of (i) a Transfer permitted or not prohibited by this Agreement and
in which the Transferee is not required to, pursuant to this Article II,
enter into an Assumption Agreement or a BACI Permitted Assign Agreement or
(ii) the termination of this Agreement pursuant to the terms hereof, provided,
however, that the second paragraph of such legend will only be removed
if at such time it is no longer required for purposes of applicable securities
laws.


(d)           Any Transfer by a Shareholder
permitted under this Agreement shall be effective only upon receipt by the
Company of information reasonably satisfactory to it, demonstrating that such
Transfer is exempt from or not subject to the provisions of Section 5 of
the Securities Act and any other applicable securities laws (for such purpose,
an opinion of Kirkland & Ellis LLP, or other counsel reasonably acceptable
to the Company, to that effect shall constitute such reasonably satisfactory
information), provided that no such Transfer shall be permitted, except
as permitted under the Registration Rights Agreement, if such Transfer would
require the Company to register a class of equity securities under
Section 12 of the Exchange Act under circumstances where the Company does
not then have securities of any class registered under Section 12 of the
Exchange Act and such Transfer would cause such registration to be required.


2.2   Transfers
to BACI Affiliate Transferees. 
BACI may, at any time, Transfer shares of Common Stock, subject to
compliance with the other provisions of this Agreement, to an Affiliate of Bank
of America Corporation who duly executes and delivers to the Company and each
Blackstone Entity an Assumption Agreement (a “BACI Affiliate Transferee”);
provided, however, that in the event a transaction or event is
contemplated in which any BACI Affiliate Transferee to which shares of Common
Stock are Transferred will cease to qualify as a BACI Affiliate Transferee,
other than in connection with the bona fide
sale or other disposition by Bank of America Corporation, or any of its
Affiliates, of a business unit that includes such BACI Affiliate Transferee,
such BACI Affiliate Transferee to which shares of Common Stock are Transferred
shall, and BACI shall cause such BACI Affiliate Transferee to:
(a) promptly notify the Company of the pending occurrence of such
transaction or event; and (b) prior to the time such BACI Affiliate
Transferee ceases to be a BACI Affiliate Transferee, Transfer back to BA
Capital Investors Sidecar Fund, L.P. (or to another BACI Affiliate Transferee)
any shares of Common Stock it owns and such Transferee will execute and deliver
an Assumption Agreement with respect thereto.


 


6






















 


2.3   Right of First Refusal.  (a)  If at any time prior
to the expiration of the Initial Share Holding Period, BACI proposes to
Transfer, all or any portion of the shares of Common Stock held by it (other
than (i) to a BACI Affiliate Transferee in accordance with
Section 2.2, (ii) as a Tagging Shareholder pursuant to Section 2.4,
(iii) as a Drag-Along Shareholder pursuant to Section 2.5 or
(iv) pursuant to the rights set forth in the Registration Rights
Agreement) and BACI has received a bona fide
arm’s length offer for the shares of Common Stock subject to such Transfer,
BACI shall deliver to the Blackstone Representative a written notice (the “Offer
Notice”) of such proposed transaction, which shall identify the proposed
Transferee and set forth the proposed terms of such Transfer, including the
number of shares of Common Stock proposed to be Transferred and the purchase
price therefor.  The Offer Notice shall
contain an irrevocable offer to sell to the Blackstone Entities the shares of
Common Stock proposed to be Transferred at a price equal or equivalent (as
determined in the manner set forth below) to the price contained in, and
otherwise on the same terms and conditions of, the Offer Notice.  The Blackstone Entities shall have
fifteen (15) Business Days from the date the Offer Notice is received (the
“Offer Period”) to determine whether one or more of such Blackstone
Entities, or one or more of their designees, shall exercise the right to
purchase all (but not less than all) of the shares of Common Stock subject to
the Offer Notice on the terms set forth in such Offer Notice, provided, however,
that if the proposed transaction includes any consideration other than cash,
then, at the sole option of any such Blackstone Entity or designee, the
relevant price shall be the equivalent cash price, determined (x) in the case
of consideration consisting of securities listed or quoted on a national
securities exchange or the Nasdaq National Market System, by the average daily
closing sales price, as reported by Bloomberg L.P. (or if not reported by
Bloomberg L.P., as reported by a reporting service of similar national
reputation), of such securities on their principal trading market for the ten
consecutive trading days preceding the date of receipt of the Offer Notice and
(y) in the case of any other non-cash consideration, by the Board, acting
reasonably and in good faith.  If a
Blackstone Entity does not respond to the Offer Notice within the Offer Period,
then such Blackstone Entity will be deemed to have elected not to exercise the
right of first refusal specified in the Offer Notice.


If one or more of the
Blackstone Entities and/or their respective designees shall have agreed to
purchase shares of Common Stock pursuant to this Section 2.3, the
applicable Blackstone Entities and/or their designees shall consummate such
purchase by delivering, against receipt of certificates or other instruments
representing the shares of Common Stock being purchased, appropriately endorsed
by BACI, the purchase price for such shares. 
Such closing date will be the later of (i) fifteen (15) Business
Days after the expiration of the Offer Period and (ii) five (5)
Business Days after receipt of all governmental consents and approvals, and the
expiration of all governmental waiting periods, required for such Transfer.  BACI shall give participating Blackstone
Entities and/or designees at least five (5) Business Days written notice
of the closing date.


(b)           If none of the Blackstone Entities
exercises its right of first refusal under Section 2.3(a), then BACI shall
be permitted to Transfer the shares of Common Stock subject to the Offer
Notice, no later than sixty (60) days after the expiration of the Offer
Period at a price not less than the purchase price per share set forth in the
Offer Notice and on other terms not materially less favorable to BACI than
those terms set forth in the Offer Notice. 
If BACI does not Transfer the shares of Common Stock in the time period
provided for in this Section 2.3(b),


 


7






















 


any Transfer
by BACI of any such shares after such period shall again be subject to this
Section 2.3.


2.4   Tag-Along Rights.  (a)  Until
the expiration of the Initial Share Holding Period, if any Blackstone Entity (a
“Selling Shareholder”) proposes to Transfer shares of Common Stock,
which Transfer or series of related Transfers relates to more than 5% of the
then-outstanding shares of Common Stock (other than (i) to an Affiliate that
qualifies as a Permitted Assign or (ii) pursuant to the exercise of rights
set forth in Section 2.5 or in the Registration Rights Agreement) (any
such transaction, a “Proposed Sale”), then each of the other
Shareholders that is not a Blackstone Entity will have the right to require the
proposed Transferee (a “Proposed Transferee”) to purchase from any such
other Shareholder who exercises its rights pursuant to this Section 2.4 (a
“Tagging Shareholder”) up to the number of shares of Common Stock equal
to the product (rounded up to the nearest whole number) of (x) the
quotient determined by dividing (A) the aggregate number of shares
of Common Stock owned by such Tagging Shareholder by (B) the aggregate
number of shares of Common Stock owned by the Selling Shareholder(s), all
Tagging Shareholders and any other Persons exercising similar rights held by
such Persons under similar agreements and (y) the total number of shares
of Common Stock proposed to be directly or indirectly Transferred to the
Proposed Transferee, at the same price per share of Common Stock and upon the
same terms and conditions (including, without limitation, time of payment, form
of consideration and adjustments to purchase price) as the Selling Shareholder;
provided, that in order to be entitled to exercise its right to sell
shares of Common Stock to the Proposed Transferee pursuant to this
Section 2.4, each Tagging Shareholder shall agree to make to the Proposed
Transferee the same representations, warranties, covenants, indemnities and
agreements as the Selling Shareholder agrees to make in connection with the
Proposed Sale and shall agree to the same conditions to the Proposed Sale as
the Selling Shareholder agrees (except that, in the case of representations,
warranties, conditions, covenants, indemnities and agreements pertaining
specifically to the Selling Shareholder, each Tagging Shareholder shall make comparable
representations, warranties, covenants, indemnities and agreements and shall
agree to comparable conditions, in each case to the extent applicable and
pertaining specifically to itself and only to itself); provided, that
all representations, warranties, covenants, indemnities and agreements (other
than those referred to in the immediately preceding exception) shall be made by
the Selling Shareholder and each Tagging Shareholder severally and not jointly
and that any liability to the Selling Shareholder and the Tagging Shareholders
thereunder shall be borne by each of them on a pro
rata basis determined according to the number of shares of Common
Stock sold by each of them.  Each
Tagging Shareholder will be responsible for its proportionate share of the
costs of the Proposed Sale to the extent not paid or reimbursed by the Company,
the Proposed Transferee or another Person (other than the Selling
Shareholder).  The Selling Shareholder
shall be entitled to estimate each Tagging Shareholder’s proportionate share of
such costs and to withhold such amounts from payments to be made to such
Tagging Shareholder at the time of closing of such Proposed Sale; provided,
that (1) such estimate shall not preclude the Selling Shareholder from
recovering additional amounts from any Tagging Shareholder in respect of such
Tagging Shareholder’s proportionate share (based on the number of shares of
Common Stock sold) of such costs and (2) the Selling Shareholder shall
promptly reimburse each Tagging Shareholder to the extent actual amounts are
ultimately less than the estimated amounts paid by such Tagging Shareholder or
any such amounts are paid by the Company, the Proposed Transferee or another
Person (other than the Selling Shareholder).


 


8






















 


(b)           The Selling Shareholder will give
notice to the other Shareholders of each Proposed Sale prior to the proposed
closing date for such proposed Transfer, setting forth the number of shares of
Common Stock proposed to be so Transferred, the name and address of the
Proposed Transferee, the proposed amount and form of consideration (and if such
consideration consists in part or in whole of property other than cash, the
Selling Shareholder will provide such information, to the extent reasonably
available to the Selling Shareholder, relating to such non-cash consideration
as the Tagging Shareholders together may reasonably request in order to
evaluate such non-cash consideration) and other terms and conditions of payment
offered by the Proposed Transferee.  The
Selling Shareholder will deliver or cause to be delivered to each Tagging
Shareholder copies of all transaction documents relating to the Proposed Sale
promptly as the same become available. 
The tag-along rights provided by this Section 2.4 must be exercised
by the Tagging Shareholders within fifteen (15) Business Days following
receipt of the notice required to be delivered by the Selling Shareholder
pursuant to this paragraph (b) by delivery of a written notice to the Selling
Shareholder indicating such Tagging Shareholder’s desire to exercise its rights
and specifying the number of shares of Common Stock it desires to sell (the “Tag-Along
Notice”).


(c)           If any Tagging Shareholder exercises
its rights under this Section 2.4, the closing of the purchase of the
shares of Common Stock with respect to which such rights have been exercised
will take place concurrently with the closing of the sale of the Selling
Shareholder’s shares of Common Stock to the Proposed Transferee.  The Seller Shareholder shall use reasonable
efforts to obtain the agreement of the Proposed Transferee to the participation
of all Tagging Shareholders in any applicable Transfer, and no Selling
Shareholder shall consummate any transfer to which this Section 2.4 applies unless
the shares of Common Stock entitled to be sold by the Tagging Shareholders
pursuant to this Section 2.4 are purchased by the Proposed Transferee (or by
the Selling Shareholder or its designee in lieu of such Proposed Transferee).


(d)           Notwithstanding anything contained in
this Section 2.4, there shall be no liability on the part of the Selling
Shareholder to any Tagging Shareholder if the Transfer of such Selling
Shareholder’s shares of Common Stock pursuant to this Section 2.4 is not
consummated for any reason.  Whether to
effect a Proposed Sale of shares of Common Stock, or to terminate any such
transaction prior to consummation, is in the sole and absolute discretion of
such Selling Shareholder.


(e)           No Blackstone Entity shall avoid its
obligations under this Section 2.4, or permit any of its Affiliates to take any
action which, if taken by such Blackstone Entity, would be such an avoidance of
its obligations, by transferring to a non-Affiliate equity interests in any
Blackstone Intervening Entity in an amount and manner that, if such Transfer
were of shares of Common Stock, would require such entity to comply with its
obligations to Shareholders pursuant to this Section 2.4 without making
appropriate accommodation to BACI, bearing in mind the provisions of this
Section 2.4.


2.5   Drag-Along Rights.  (a) 
Until the expiration of the Initial Share Holding Period, if any
Shareholder or Shareholders holding at least a majority of the aggregate
outstanding shares of Common Stock (collectively, the “Majority Shareholders”)
receive an offer from a Person other than an Affiliate of such Shareholder or
Shareholders (a “Drag-Along


 


9






















 


Buyer”) to purchase
or otherwise acquire at least a majority of the aggregate outstanding shares of
Common Stock and the Majority Shareholders propose to accept such offer, then
each other Shareholder (collectively, the “Drag-Along Shareholders”)
shall, if requested by the Majority Shareholders in accordance with this
Section 2.5, Transfer to such Drag Along Buyer, subject to
Section 2.5(b), on the terms of the offer to be accepted by the Majority
Shareholders, including, without limitation, time of payment, form of
consideration and adjustments to purchase price, the number of shares of Common
Stock equal to the number of shares of Common Stock owned by it multiplied by
the percentage of the then-outstanding shares of Common Stock to which the
Drag-Along Buyer’s offer is applicable. 
For purposes of clarification, this Section 2.5 shall not apply to
securities received by a Shareholder pursuant to a transaction contemplated by
Section 2.4 or a prior exercise of this Section 2.5.


(b)           The Majority Shareholders will give
notice (the “Drag-Along Notice”) to the Drag-Along Shareholders of any proposed
Transfer giving rise to the rights of the Majority Shareholders set forth in
Section 2.5(a) no later than fifteen (15) Business Days prior to the
proposed closing date for such proposed Transfer.  The Drag-Along Notice will set forth the number of shares of
Common Stock proposed to be so Transferred, the name of the Drag-Along Buyer,
the proposed amount and form of consideration (and if such consideration
consists in part or in whole of property other than cash, the Majority
Shareholders will provide such information, to the extent reasonably available
to the Majority Shareholders, relating to such non-cash consideration as the
Drag-Along Shareholders together may reasonably request in order to evaluate
such non-cash consideration), the number of shares of Common Stock sought and
the other terms and conditions of the offer. 
Each Drag-Along Shareholder shall agree to make the same
representations, warranties, covenants, indemnities and agreements that the
Majority Shareholders agree to make (except that, in the case of
representations, warranties, conditions, covenants, indemnities and agreements
pertaining specifically to any of the Majority Shareholders, each Drag-Along
Shareholder shall make the comparable representations, warranties, covenants, indemnities
and agreements and shall agree to comparable conditions, in each case to the
extent applicable and pertaining specifically to itself and only to itself); provided,
that all representations, warranties, covenants, indemnities and agreements
(other than those referred to in the immediately preceding exception) shall be
made by each Majority Shareholder and each Drag-Along Shareholder severally and
not jointly and that any liability of the Majority Shareholders and the
Drag-Along Shareholders thereunder shall be borne by each of them on a pro rata basis determined according to the
number of shares of Common Stock sold by each of them; and provided, further,
that in no event shall any such indemnification obligation of any Drag-Along
Shareholder in connection with such transaction exceed such Drag-Along
Shareholder’s proceeds of such transaction. 
In the event that any such Transfer is structured as a merger,
consolidation or similar business combination, each Drag-Along Shareholder
agrees to vote in favor of the transaction and to take all action to waive any
dissenters, appraisal or other similar rights. 
Each Drag-Along Shareholder will be responsible for its proportionate
share of the costs of such Transfer (except for any costs incurred solely for the
benefit of individual shareholders, other than reasonable attorneys’ fees of
the Drag-Along Shareholders, which shall be included in the costs of such
Transfer) to the extent not paid or reimbursed by the Company, the Drag-Along
Buyer or another Person (other than the Majority Shareholders).  The Majority Shareholders shall be entitled
to estimate each Drag-Along Shareholder’s proportionate share of such costs and
to withhold such amounts from payments to be made to such Drag-Along
Shareholder at the time of closing of such Transfer; provided, that
(i) such estimate shall not


 


10






















 


preclude the
Majority Shareholders from recovering additional amounts from any Drag-Along
Shareholder in respect of such Drag-Along Shareholder’s proportionate share of
such costs and (ii) the Majority Shareholders shall reimburse each
Drag-Along Shareholder to the extent actual amounts are ultimately less than
the estimated amounts paid by such Drag-Along Shareholder or any such amounts
are paid by the Company, the Drag-Along Buyer or another Person (other than the
Majority Shareholders).


2.6   Termination.  Unless otherwise expressly provided for in
this Article II, all sections in this Article II shall terminate with respect
to any Shareholder upon the expiration of the Initial Share Holding Period.


ARTICLE III.                 CORPORATE
GOVERNANCE MATTERS


3.1   Board of Directors.  (a)  For
so long as the Blackstone Entities (or their respective designated Affiliates)
hold at least twenty-five percent (25%) in voting power of all shares of the
Company’s capital stock entitled to vote generally in the election of
Directors, the Blackstone Entities shall be entitled, but not required, to
nominate all nominees for election to the Board, other than any Directors
entitled to be designated by the holders of the Preferred Stock pursuant to the
Certificate of Incorporation.  Each of
the Blackstone Entities shall take all action necessary to effect such
nominations to the Board.  Any Director
not so nominated by the Blackstone Entities pursuant to this Section 3.1
shall be nominated in accordance with the Certificate of Incorporation.  The termination of the rights of the
Blackstone Entities under this Section 3.1(a) shall in no way affect the rights
of the Blackstone Entities as holders of shares of Common Stock.


(b)           BA Capital Investors Sidecar Fund,
L.P., together with any BACI Affiliate Transferees, shall be entitled to
designate one non-voting observer (the “Observer”) to the Board until
such time as BA Capital Investors Sidecar Fund, L.P. and any BACI Affiliate
Transferees no longer hold any shares of Common Stock.  Any such Observer shall be entitled to
receive all notices and materials distributed to Directors.  The Board may restrict the Observer’s attendance
as an observer at a meeting or deny the Observer any notices, materials or
other information, if the Board determines in good faith that (i) upon advice
of counsel, such attendance or distribution would be reasonably likely to
remove any privilege of confidentiality from otherwise attorney-client
privileged statements or information (in which case, the Observer’s attendance
or access shall be restricted only for such portion of the meeting or
information); provided, however, that the Observer would not be
excluded or denied such information if the Observer agrees to be bound by
confidentiality obligations that, to the reasonable satisfaction of the Board’s
counsel, would preserve such privilege, or (ii) upon advice of counsel, such
attendance or distribution is prohibited by applicable law.


(c)           Each of the Blackstone Entities
hereby agrees to take such actions provided for under the terms of the shares
of Common Stock held by them, in each case to elect the nominees referred to in
Section 3.1(a) to the Board.  If,
following an election to the Board pursuant to this Section 3.1, any
Director nominated by a Blackstone Entity shall resign or be removed or be
unable to serve for any reason prior to the expiration of his or her term as a
Director, the Blackstone Entities may notify the Board in writing of a
replacement nominee and


 


11






















 


each of the
Blackstone Entities hereby agree to take such actions provided for under the
terms of the shares of Common Stock held by them, in each case to elect such
nominee to the Board.


(d)           The Company shall take all necessary
actions within its power to enable BA Capital Investors Sidecar Fund, L.P.,
together with any BACI Affiliate Transferees, to designate one non-voting observer
to the board of directors, or comparable governing body, of each subsidiary of
the Company (other than, until such time that the Company first owns 100% of
all the outstanding registered ordinary shares, warrants, options and rights or
securities convertible into, exchangeable or exercisable for ordinary shares of
Celanese AG, such comparable governing bodies of Celanese AG and its
subsidiaries), to the extent BA Capital Investors Sidecar Fund, L.P., together
with any BACI Affiliate Transferees, is then entitled to designate an Observer
to the Board pursuant to this Section 3.1. 
For purposes of clarification, for any entity that has a two-tier board
structure, the comparable governing body shall be the supervisory board or
comparable body (and not the management board or comparable body).


(e)           The Company will pay all reasonable
out-of-pocket expenses incurred by the Directors (and, if applicable, any
Observer designated pursuant to Section 3.1) in connection with their
participation in meetings of the Board (and committees thereof), as well as
such expenses of the members of the boards of directors or comparable governing
bodies (and committees thereof) of the subsidiaries of the Company.  Each Director, in his or her capacity as
such, shall be entitled to the same reimbursement, indemnification and
insurance as any other Director receives in his or her capacity as such.


ARTICLE IV.                 COVENANTS


4.1   Books and
Records; Access.  The Company
shall, and shall cause its subsidiaries to, keep proper books, records and
accounts, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each of its
subsidiaries in accordance with generally accepted accounting principles.  The Company shall, and shall cause its
subsidiaries to, permit any Shareholder, at reasonable times and upon
reasonable prior notice to the Company, to review the books and records of the
Company or any of such subsidiaries and to discuss the affairs, finances and
condition of the Company or any of such subsidiaries with the officers of the
Company or any such subsidiary.


4.2   Periodic Reporting.  (a)  The Company shall deliver or cause to be
delivered to each Shareholder:


(i)             as soon as available, but not later
than ninety (90) days after the end of each fiscal year of the Company, a copy
of the audited consolidated balance sheet of the Company and its subsidiaries
as of the end of such fiscal year and the related statements of operations and
cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous year, all in reasonable detail;


(ii)           commencing with the fiscal period
ending after September 30, 2004, as soon as available, but in any event
not later than forty five (45) days after the end of each of the first three
fiscal quarters of each fiscal year, the unaudited consolidated balance sheet
of the Company and its subsidiaries, and the related statements of operations
and


 


12






















 


cash flows for such quarter
and for the period commencing on the first day of the fiscal year and ending on
the last day of such quarter;


(iii)          to the extent otherwise prepared by
the Company, operating and capital expenditure budgets and periodic information
packages relating to the operations and cash flows of the Company and its
subsidiaries; and


(iv)          all tax information (including
information prepared in accordance with United States federal income tax
principles) regarding the Company, its subsidiaries and its direct and indirect
owners as (A) is necessary for a Shareholder to (1) prepare
accurately all tax returns (including, but not limited to, United States
federal income tax returns) required to be filed by such Shareholder with
respect to its investment in the Company and (2) comply with any tax
reporting requirements (including, but not limited to, any tax reporting
requirements imposed by United States federal income tax laws) imposed as a
result of such Shareholder’s ownership of an equity interest in the Company or
(B) is reasonably requested by a Shareholder to engage in such
Shareholder’s own tax planning with respect to its investment in the Company.


(b)           The Company shall deliver to each
Blackstone Entity such other reports and information as may be reasonably
requested by such Blackstone Entity.


4.3   Confidentiality.  Except
as required by law or other legal proceeding or regulatory process, each party
hereto will, and will cause each of their respective subsidiaries, Affiliates
and representatives to, maintain in confidence, any non-public or confidential
proprietary information furnished to them by or on behalf of any other party or
its representatives in connection with this Agreement or the transactions
contemplated hereby.  All information
provided under this Agreement shall be deemed confidential; provided, however,
that information shall not be deemed confidential if (a) at the time of
disclosure, such information is generally available to and known by the public
(other than as a result of a disclosure directly by the recipient or any of its
representatives), (b) such information was available to the recipient on a
non-confidential basis from a source that is not and was not prohibited from
disclosing such information to the recipient by a contractual, legal or
fiduciary obligation or (c) such information is known to the recipient
prior to or independently of its relationship with the party providing such
information.


4.4   Indemnification.  The Company shall indemnify and hold
harmless, to the full extent permitted by law, each of Blackstone LR Associates
(Cayman) IV Ltd, Blackstone Management Associates (Cayman) IV L.P.,
Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners
(Cayman) IV-A L.P., Blackstone Family Investment Partnership
(Cayman) IV-A L.P., Blackstone Chemical Coinvest Partners (Cayman) L.P.,
Blackstone Participation Partnership IV L.P., BCP 1, BCP 2 and BCP 3, BACI and
each of their directors, officers, employees, shareholders, general partners,
limited partners, members, advisory directors, managing directors and
affiliates (other than the Company and its subsidiaries) (and directors,
officers, employees, shareholders, general partners, limited partners, members,
advisory directors, managing directors and controlling persons thereof)
(collectively, “Related Persons”), against any and all losses, claims,
damages or liabilities, joint or several, and expenses (including without
limitation, reasonable attorneys’ fees and any and all reasonable expenses


 


13






















 


incurred
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim, and any and all amounts paid in any settlement of any
such claim or litigation) to which such Related Person may become subject,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expenses arise out of or are based upon the
Offer or the other transactions contemplated thereby.  Such indemnification obligation shall be in addition to any
liability that the Company may otherwise have to any other such Related
Person.  The provisions of this Section
4.4 are intended to be for the benefit of, and shall be enforceable by, each
Related Person and its respective successors, heirs and representatives.


4.5   Expenses and Fees.  The Company shall reimburse the Blackstone
Entities and their respective Affiliates for their respective reasonable
out-of-pocket fees and expenses incurred in connection with the Offer, subject to
receipt of documentation thereof reasonably acceptable to the Company.  The Company shall reimburse BA Capital
Investors Sidecar Fund, L.P. for its reasonable out-of-pocket fees and expenses
incurred in connection with its subscription for Ordinary Shares acquired in
connection with the consummation of the Offer (including, without limitation,
due diligence investigation, and the negotiation of the commitment letter and
agreements, in each case relating to such subscription), subject to receipt of
documentation thereof reasonably acceptable to the Company.  The Company shall reimburse such fees and
expenses concurrently with the Tender Offer Closing to the extent such
documentation has been received by the Company at least two (2) Business Days
prior to the date of the Tender Offer Closing, and shall reimburse all other
such fees and expenses as promptly as practicable following receipt of such
documentation.


4.6   Use of
Shareholders’ Names.  Neither
any Shareholder nor the Company shall use the name of any Shareholder in
connection with the business or affairs of the Company, including for purposes
of publicity, public relations, marketing or fundraising, without obtaining the
prior written consent of the Shareholder whose name is proposed to be used, except
(a) as required by law or other legal proceeding or regulatory process or (b)
for the listing of a Shareholder as a beneficial owner of registered ordinary
shares of Celanese AG and/or any other entity for which public disclosure of
such beneficial ownership is required or advisable, subject, in the case of
these clauses (a) and (b), to prior review and comment by such Shareholder to
the extent practicable under the circumstances.


ARTICLE V.              MISCELLANEOUS


5.1   Additional
Securities Subject to Agreement.  Each Shareholder agrees
that any capital stock of the Company which it hereafter acquires by means of a
stock split, stock dividend, distribution, exercise of options or warrants,
additional equity subscription, reorganization, redomiciliation or otherwise
(other than pursuant to a Public Offering) will be subject to the provisions of
this Agreement to the same extent as if held on the date hereof.  If any Shareholder is issued any Common
Stock Equivalents, the Shareholders agree to amend this Agreement to the extent
necessary to reflect such issuance in a manner consistent with the terms and
conditions hereof.


5.2   Recapitalization,
Exchange, Etc.  The provisions
of this Agreement shall apply, to the full extent set forth herein with respect
to the Common Stock and Common Stock Equivalents, to any and all shares, Common
Stock Equivalents or other securities of the


 


14






















 


Company
or any successor to the Company that may be issued in respect of, in exchange
for, or in substitution of the Common Stock or Common Stock Equivalents.  If, and as often as, there are any changes
in the Common Stock or the Common Stock Equivalents, by way of any
reclassifications or through merger, consolidation, reorganization, recapitalization,
redomiciliation or by any other means occurring after the date of this
Agreement, appropriate adjustment shall be made to the provisions of this
Agreement, as may be required, so that the rights, privileges, duties and
obligations hereunder shall continue with respect to the Common Stock and
Common Stock Equivalents as so changed.


5.3   Termination.  This
Agreement shall terminate with respect to any Shareholder, on the date of which
such Shareholder ceases to hold any shares of Common Stock, except that
Sections 4.3 and 4.4 shall survive such termination.


5.4   Notices.  Any
notice, request, instruction or other document to be given hereunder by any
party hereto to another party hereto shall be in writing, shall be and shall be
deemed given when (a) delivered personally, (b) five (5)
Business Days after being sent by certified or registered mail, postage
prepaid, return receipt requested, (c) one (1) Business Day after
being sent by Federal Express or other nationally recognized overnight courier,
or (iv) if transmitted by facsimile if confirmed within 24 hours
thereafter a signed original sent in the manner provided in clause (a),
(b) or (c) to the parties at the following addresses (or at such other address
for a party as shall be specified by notice from such party):


	
  if to the Company:

  
	
   

  	
  Celanese Corporation

  	
   

  
	
   

  	
  1601 West LBJ Freeway

  	
   

  
	
   

  	
  Dallas, Texas 75234-6034

  	
   

  
	
   

  	
  Attention:

  	
  Secretary

  
	
   

  	
  Fax:

  	
  (972) 332-9022

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Celanese Corporation

  	
   

  
	
   

  	
  550 U.S. Highway 202/206

  	
   

  
	
   

  	
  Bedminster, New Jersey
  07921-1590

  	
   

  
	
   

  	
  Attention:

  	
  Senior SEC Counsel

  
	
   

  	
   Fax:

  	
  (908) 901-4808

  
	
   

  	
   

  	
   

  
	
  if to any Blackstone Entity:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Blackstone Group L.P.

  	
   

  
	
   

  	
  345 Park Avenue

  	
   

  
	
   

  	
  New York, New York 10154

  	
   

  
	
   

  	
  Attention:

  	
  Chinh Chu

  
	
   

  	
  Fax:

  	
  (212) 583-5722

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
				



 


 


15






















 


	
   

  	
  Simpson Thacher & Bartlett LLP

  	
   

  
	
   

  	
  425 Lexington Avenue

  	
   

  
	
   

  	
  New York, New York 10017

  	
   

  
	
   

  	
  Attention:

  	
  William R. Dougherty, Esq.

  
	
   

  	
  Fax:

  	
  (212) 455-2502

  
	
   

  	
   

  	
   

  
	
  if
  to BACI:

  
	
   

  
	
   

  	
  BA Capital Investors Sidecar Fund, L.P.

  	
   

  
	
   

  	
  c/o Banc of America Capital Investors, L.P.

  	
   

  
	
   

  	
  Banc of America Corporate Center

  	
   

  
	
   

  	
  100 North Tryon Street, 25th Floor

  	
   

  
	
   

  	
  Charlotte, NC 28255

  	
   

  
	
   

  	
  Attention:

  	
  J. Travis Hain

  
	
   

  	
  Fax:

  	
  (704) 386-6432

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
	
   

  
	
   

  	
  Kirkland & Ellis LLP

  	
   

  
	
   

  	
  200 East Randolph Drive

  	
   

  
	
   

  	
  Chicago, IL 60601

  	
   

  
	
   

  	
  Attention:

  	
  Margaret A. Gibson

  
	
   

  	
  Fax:

  	
  (312) 861-2200

  
				



 


 


5.5   Further Assurances.  The parties hereto will sign such further
documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things as
may be necessary in order to give full effect to this Agreement and every
provision hereof.


5.6   Assignment.  This Agreement will inure to the benefit of
and be binding on the parties hereto and their respective successors and
Permitted Assigns.  Except as
specifically provided herein, this Agreement may not be assigned by BACI
without the express prior written consent of the Blackstone Representative, and
any attempted assignment, without such consents, will be null and void.  The rights of any Blackstone Entity under
this Agreement may be assigned by such Blackstone Entity to any Transferee of
Common Stock held by such Blackstone Entity, provided such Transferee
becomes a Permitted Assign.


5.7   Amendment; Waiver.  This Agreement may be amended, supplemented
or otherwise modified only by a written instrument executed by the Company and
Shareholders holding a majority of the shares of Common Stock subject to this
Agreement; provided that no such amendment, supplement or other
modification shall adversely affect the interests of any Shareholder hereunder
disproportionately to other Shareholders without the written consent of such
Shareholder; and provided, further, that no such amendment, supplement
or modification shall adversely affect BACI in any material respect without the
written consent of the holders of a majority of the shares of Common Stock held
by BACI.  No waiver by any party of any
of the provisions hereof will be effective unless explicitly set forth in
writing and executed by the party so waiving. 
Except as provided in the preceding sentence, no action taken pursuant
to this


 


16






















 


Agreement,
including without limitation, any investigation by or on behalf of any party,
will be deemed to constitute a waiver by the party taking such action of
compliance with any covenants or agreements contained herein.  The waiver by any party hereto of a breach
of any provision of this Agreement will not operate or be construed as a waiver
of any subsequent breach.


5.8   Third Parties.  Except as provided in Section 4.4, this
Agreement does not create any rights, claims or benefits inuring to any person
that is not a party hereto nor create or establish any third party beneficiary
hereto.


5.9   Governing Law.  This Agreement will be governed by, and
construed in accordance with, the laws of the State of New York.


5.10   Jurisdiction.  The courts of the State of New York in New
York County and the United States District Court for the Southern District of
New York shall have jurisdiction over the parties with respect to any dispute
or controversy between them arising under or in connection with this agreement
and, by execution and delivery of this agreement, each of the parties to this
Agreement submits to the exclusive jurisdiction of those courts, including but
not limited to the in personam and subject matter
jurisdiction of those courts, waives any objections to such jurisdiction on the
grounds of venue or forum non conveniens,
the absence of in personam or
subject matter jurisdiction and any similar grounds, consents to service of
process by mail (in accordance with the notice provisions of this Agreement) or
any other manner permitted by law, and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement.


5.11   MUTUAL WAIVER
OF JURY TRIAL.  THE PARTIES
HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.


5.12   Specific
Performance.  The Company and
each Shareholder acknowledge and agree that in the event of any breach of this
Agreement by any of them, the Shareholders and the Company would be irreparably
harmed and could not be made whole by monetary damages.  Each party accordingly agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate and that the parties, in addition to any other remedy to which they
may be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement.


5.13   Entire Agreement.  This Agreement, together with the
Registration Rights Agreement and sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof.  There are no agreements, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
and thereof other than those expressly set forth herein and therein.  This Agreement, together with the Registration
Rights Agreement, supersedes all other prior agreements and understandings
between the parties, with respect to such subject matter.


 


17






















 


5.14   Titles and Headings.  The section headings contained in this
Agreement are for reference purposes only and will not affect the meaning or
interpretation of this Agreement.


5.15   Severability.  If one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof shall not be in any way impaired,
it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.


5.16   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed to be an original and all of
which together will be deemed to be one and the same instrument.


5.17   Effectiveness.  This Agreement shall become effective upon
the Initial Public Offering and prior thereto shall be of no force or
effect.  Until the effectiveness of this
Agreement, the Original Agreement shall remain in full force and effect in
accordance with its terms.  If the
Initial Public Offering shall not occur on or prior to February 15, 2005, this
Agreement shall automatically be of no force or effect and the Original
Agreement shall continue in full force and effect in accordance with its terms.


 


18






















 


IN WITNESS WHEREOF, each of
the undersigned has executed this Agreement or caused this Agreement to be
executed on its behalf as of the date first written above.


	
   

  	
  CELANESE
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David N. Weidman

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  David
  N. Weidman

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chinh Chu

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Chinh
  Chu

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Authorized Person

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chinh Chu

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Chinh
  Chu

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Authorized Person

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE CAPITAL
  PARTNERS (CAYMAN) LTD. 3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chinh Chu

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Chinh Chu

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Authorized
  Person

  
						



 


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  BA CAPITAL INVESTORS SIDECAR
  FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BA Capital Management
  Sidecar, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BACM I Sidecar GP Limited

  
	
   

  	
  Its:

  	
  General Partner

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. Travis Hain

  
	
   

  	
   

  	
  Name: 

  	
  J. Travis Hain

  
	
   

  	
   

  	
  Title: 

  	
  Authorized Person

  
					



 


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