Exhibit 10.2




 





AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


by
and among


BLACKSTONE
CAPITAL PARTNERS (CAYMAN) LTD. 1,


BLACKSTONE
CAPITAL PARTNERS (CAYMAN) LTD. 2,


BLACKSTONE
CAPITAL PARTNERS (CAYMAN) LTD. 3,


BA
CAPITAL INVESTORS SIDECAR FUND, L.P.


and


CELANESE
CORPORATION


Dated
as of January 26, 2005




 
























 


TABLE
OF CONTENTS


	
  ARTICLE I DEFINITIONS

  
	
   

  	
  SECTION 1.1

  	
  Certain
  Definitions

  
	
   

  	
  SECTION 1.2

  	
  Other
  Definitional Provisions; Interpretation.

  
	
   

  	
   

  	
   

  
	
  ARTICLE II REGISTRATION RIGHTS

  
	
   

  	
  SECTION 2.1

  	
  Incidental
  Registration.

  
	
   

  	
  SECTION 2.2

  	
  Demand
  Registration

  
	
   

  	
  SECTION 2.3

  	
  Holdback.

  
	
   

  	
  SECTION 2.4

  	
  Other
  Registration-Related Matters

  
	
   

  	
   

  	
   

  
	
  ARTICLE III INDEMNIFICATION

  
	
   

  	
  SECTION 3.1

  	
  Indemnification
  by the Company

  
	
   

  	
  SECTION 3.2

  	
  Indemnification
  by the Shareholders

  
	
   

  	
  SECTION 3.3

  	
  Notices of
  Claims, Etc.

  
	
   

  	
  SECTION 3.4

  	
  Contribution

  
	
   

  	
  SECTION 3.5

  	
  Other
  Indemnification

  
	
   

  	
  SECTION 3.6

  	
  Non-Exclusivity

  
	
   

  	
  SECTION 3.7

  	
  Indemnification
  Payments

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV OTHER

  
	
   

  	
  SECTION 4.1

  	
  Remedies

  
	
   

  	
  SECTION 4.2

  	
  Amendments,
  Waivers

  
	
   

  	
  SECTION 4.3

  	
  Successors;
  Assigns; Transferees

  
	
   

  	
  SECTION 4.4

  	
  Notices

  
	
   

  	
  SECTION 4.5

  	
  Integration

  
	
   

  	
  SECTION 4.6

  	
  Severability

  
	
   

  	
  SECTION 4.7

  	
  Counterparts

  
	
   

  	
  SECTION 4.8

  	
  Limited
  Liability

  
	
   

  	
  SECTION 4.9

  	
  Rule 144

  
	
   

  	
  SECTION 4.10

  	
  Other
  Registration Rights

  
	
   

  	
  SECTION 4.11

  	
  Governing Law

  
	
   

  	
  SECTION 4.12

  	
  Jurisdiction

  
	
   

  	
  SECTION 4.13

  	
  MUTUAL WAIVER
  OF JURY TRIAL

  



 


 


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AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT is dated January 26, 2005 and is by and among
Blackstone Capital Partners (Cayman) Ltd. 1, an exempted company
incorporated under the laws of the Cayman Islands (“BCP 1”), Blackstone
Capital Partners (Cayman) Ltd. 2, an exempted company incorporated under
the laws of the Cayman Islands (“BCP 2”), Blackstone Capital Partners
(Cayman) Ltd. 3, an exempted company incorporated under the laws of the
Cayman Islands (“BCP 3”), BA Capital Investors Sidecar Fund, L.P., a
Cayman Islands limited partnership (“BACI”), and Celanese Corporation, a
Delaware corporation (formerly known as Blackstone Crystal Holdings Capital
Partners (Cayman) IV Ltd.) (together with any successor thereto, the “Company”).


BACKGROUND


1.             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, a German stock corporation, the Blackstone Entities (as defined in
Section 1.1) and BACI
acquired ordinary shares, par value $0.01 per share (the “Ordinary Shares”),
of the Company.


2.             The
Blackstone Entities and BACI entered into the Registration Rights Agreement,
dated as of April 6, 2004 (the “Original Agreement”) to provide for
certain matters relating to their holdings of Ordinary Shares.


3.             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.”


4.             In connection with, and effective upon, the Initial
Public Offering (as defined in Section 1.1) of the Company, and in accordance
with Section 4.2 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 their holdings of Common
Stock following consummation of the Initial Public Offering.


The parties agree as
follows:


ARTICLE I




DEFINITIONS


 


SECTION 1.1         Certain Definitions. 
As used in this Agreement:


“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 Amended and Restated Registration Rights Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.


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


“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” means collectively BCP 1, BCP 2, BCP 3 and/or any
Affiliate of BCP 1, BCP 2, or BCP 3 that holds Registrable
Securities.


“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.


“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.


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


“Designated
Counsel” means counsel to the selling Shareholders participating in a
registration pursuant hereto which counsel is selected by the holders of a
majority of the Registrable Securities being registered in the relevant
registration.


“Employee Stockholders”
has the meaning ascribed thereto in the Employee Stockholders’ Agreement.


“Employee
Stockholders’ Agreement” means the Employee Stockholders’ Agreement, dated
as of January 26, 2005, by and among Celanese Corporation and the other parties
named therein (as the same may be amended, supplemented, restated or otherwise
modified from time to time).


“Holdback
Period” has the meaning set forth in Section 2.3.


 


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“Initial
Public Offering” means the closing of the first 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.


“Inspector”
has the meaning set forth in Section 2.4(k).


“Ordinary
Shares” has the meaning set forth in the preamble.


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


“Registrable
Securities” means (x) any shares of Common Stock, (y) any shares of Common
Stock owned or to be acquired upon conversion, exercise or exchange of Common
Stock Equivalents and (z) any shares of Common Stock owned or to be acquired in
connection with a recapitalization, merger, consolidation, exchange or other
reorganization of the Company (or any successor entity), in each case now or
hereafter owned by the Shareholders.  As
to any particular Registrable Securities, once issued, such Registrable
Securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale by the applicable Shareholder
of such securities has become effective under the Securities Act and such
securities have been disposed of in accordance with such registration
statement, (ii) such securities have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act,
(iii) such securities have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer have been
delivered by the Company and subsequent disposition of such securities does not
require registration or qualification of such securities under the Securities
Act or any state securities or blue sky law then in force, (iv) such
securities are sold to a Person in a transaction in which rights under
provisions of this Agreement are not assigned in accordance with this Agreement,
or (v) such securities have ceased to be outstanding.


“Registration
Expenses” means all expenses incident to the Company’s performance of or
compliance with this Agreement, including, without limitation, all SEC and
stock exchange or National Association of Securities Dealers, Inc. (the “NASD”)
registration and filing fees and expenses, fees and expenses of compliance with
securities or blue sky laws (including fees and disbursements of counsel for
any underwriters in connection with blue sky qualifications of the Registrable
Securities), rating agency fees, printing expenses, messenger, telephone and
delivery expenses, the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange or national
market system, fees and disbursements of counsel for the Company and all
independent certified public accountants (including the expenses of any annual
audit, special audit and “cold comfort” letters required by or incident to such
performance and compliance), securities laws liability insurance (if the
Company so desires (or if the underwriters of the applicable offering so
require)), the fees and disbursements of underwriters (including, without
limitation, all fees and expenses of any “qualified independent underwriter”
required by the rules of the NASD) customarily paid 


 


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by
issuers or sellers of securities in public equity offerings, the expenses
customarily borne by the issuers of securities in a “road show” presentation to
potential investors, the fees and expenses of any special experts retained by
the Company in connection with such registration, the fees and expenses of
other persons retained by the Company and all fees and expenses of any selling
Shareholder participating in a registration pursuant hereto (including fees and
expenses of Designated Counsel), other than underwriting discounts or
commissions or transfer taxes, if any, attributable to the sale of shares of
Registrable Securities by such selling Shareholder.


“SEC”
means the U.S. Securities and Exchange Commission.


“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.


“Shareholders”
means each of the Blackstone Entities and BACI collectively, and “Shareholder”
means any one of the Shareholders.


“Transferee”
means any Person to whom any Shareholder or any Transferee thereof transfers
Registrable Securities.


SECTION 1.2         Other Definitional Provisions; Interpretation.


(a)           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 and subsection references are to this Agreement unless
otherwise specified.


(b)           The headings in this Agreement are
included for convenience of reference only and do not limit or otherwise affect
the meaning or interpretation of this Agreement.


(c)           The meanings given to terms defined
herein are equally applicable to both the singular and plural forms of such
terms.


ARTICLE II




REGISTRATION RIGHTS


 


SECTION 2.1         Incidental Registration.


(a)           If the Company proposes to register
any of its securities under the Securities Act (other than a registration
statement on Form S-4 or S-8), whether or not for its own account (and
including any registration pursuant to a request or demand right of any other
Person), then the Company will each such time give prompt written notice thereof
to the Shareholders of their rights under this Section 2.1, at least 15
Business Days prior to the anticipated filing date of such registration
statement.  Such notice shall offer the
Shareholders the opportunity to include in such registration statement such
number of Registrable Securities as each Shareholder may request.  Upon the written request of any Shareholder
made within 15 Business Days after the receipt of any such notice from the
Company, which request shall specify the number of 


 


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Registrable
Securities intended to be disposed of by such Shareholder in such offering, the
Company will use its reasonable best efforts to effect the registration under
the Securities Act, as expeditiously as is possible, of all the Registrable
Securities which the Company has been so requested to register by the
Shareholders, subject to Section 2.1(b); provided, that until the
six-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), BACI shall not be permitted to include any
Registrable Securities in such registration unless any of the Blackstone
Entities include any Registrable Securities in such registration; provided,
further, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company or
any other holder of securities that initiated such registration (an “Initiating
Holder”) shall determine for any reason not to proceed with the proposed
registration, the Company may at its election (or the election of such
Initiating Holder(s) as applicable) give written notice of such determination
to the Shareholders and thereupon shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses incurred in connection
therewith).


(b)           If a registration pursuant to this
Section 2.1 involves an underwritten offering and the managing underwriter
advises the Company in writing that, in its opinion, the number of securities
which the Company and the holders of the Registrable Securities and any other
Persons intend to include in such registration exceeds the maximum number of
securities which can be sold in such offering without having an adverse effect
on such offering (including the price at which such securities can be sold),
then the number of such securities to be included in such registration shall be
reduced to such extent, and the Company will include in such registration such
maximum number of securities as follows: (i) if such registration has been
initiated by a Demand Party, then in the manner provided in Section 2.2(b); or
(ii) if such registration has been initiated by the Company, then (A) first,
all of the securities the Company proposes to sell for its own account, if any;
and (B) second, such number of Registrable Securities requested to
be included in such registration by the Shareholders and such number of
securities of the Company requested to be included in such registration by any
other holders of securities of the Company (including any Employee
Stockholders) having equivalent rights under similar agreements (including the
Employee Stockholders’ Agreement), which, in the opinion of such managing
underwriter can be sold without having the adverse effect described above,
which number of securities shall be allocated pro
rata among such Shareholders and such other holders on the basis of
the relative number of Registrable Securities then held by each such
Shareholder and the number of securities subject to such equivalent rights held
by such other holders; provided, that any such amount thereby allocated
to each such Shareholder or such other holder of such securities that exceeds
such Shareholder’s or such other holder’s request shall be reallocated among
the Shareholders and such other holders in like manner, as applicable.


(c)           The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
pursuant to this Section 2.1.


SECTION 2.2          Demand
Registration.  (a)  Upon the written request from time to time (a
“Request”) of any of the Blackstone Entities (a “Demand Party”)
that the Company effect the registration under the Securities Act of all or
part of such Demand Party’s Registrable Securities and specifying the amount
and intended method of disposition thereof, the Company 


 


5





















will
promptly give written notice of such requested registration to the other
Shareholders and, as expeditiously as possible, use its reasonable best efforts
to effect the registration under the Securities Act of:


(1)           such Registrable Securities which the Company has been so
requested to register by the Demand Party; and


(2)           the Registrable Securities of other Shareholders which the
Company has been requested to register by written request given to the Company
within 10 days after the giving of such written notice by the Company
(which request shall specify the amount and intended method of disposition of
such securities).


The Demand Party shall have the right to select the
managing underwriter or underwriters to administer the offerings covered by its
Requests.


(b)           If a requested registration pursuant
to this Section 2.2 involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the number of
securities requested to be included in such registration exceeds the maximum
number of securities which can be sold in such offering without having an
adverse effect on such offering (including the price at which such securities
can be sold), then the number of such securities to be included in such
registration shall be reduced to such extent, and the Company will include in
such registration such maximum number of securities as follows: (i) first,
the number of Registrable Securities requested to be included in such
registration by the Shareholders, which number shall be allocated pro rata among all such requesting
Shareholders based on the relative number of Registrable Securities then held
by each such requesting Shareholder; (ii) second, the number of
securities of the Company requested to be registered by holders of securities
(including any Employee Stockholders) having equivalent rights under similar
agreements (including the Employee Stockholders’ Agreement); and (iii) third,
the number of securities of the Company proposed to be sold by the Company, if
any.


(c)           If a requested registration pursuant
to this Section 2.2 involves an underwritten offering and the managing
underwriter advises the Company that, in its opinion, certain disclosure is of
material importance to the success of such proposed offering, then the Company
shall cooperate with the managing underwriter to provide such disclosure.  The Company agrees to include in any
registration statement all information which, in the reasonable view of counsel
to the underwriters (if any) or Designated Counsel, is required to be included.


(d)           The Demand Party shall be permitted
to request that any registration under this Section 2.2 be made under
Rule 415 under the Securities Act (the “Shelf Registration”).  The Company shall use its commercially
reasonable efforts to effect such Shelf Registration and to keep it
continuously effective until such date on which there are no Registrable
Securities covered by such registration. 
During the period during which the Shelf Registration is effective, the
Company shall supplement or make amendments to the Shelf Registration, if
required by the Securities Act or if reasonably requested by the Demand Party
or an underwriter of Registrable Securities to be sold pursuant thereto,
including to reflect any specific plan of distribution or method of sale, and
shall use its reasonable best efforts to have such supplements and amendments
declared effective, if required, as soon as practicable after filing.


 


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(e)           The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
pursuant to this Section 2.2.


SECTION 2.3         Holdback.


(a)           Restrictions on Sale by the Shareholders.  In connection with any underwritten public
offering of securities of the Company, each Shareholder agrees not to effect
any sale or distribution, including any sale pursuant to Rule 144 under
the Securities Act, of any Registrable Securities, and not to effect any sale
or distribution of other securities of the Company or of any securities
convertible into or exchangeable or exercisable for any other securities of the
Company (in each case, other than as part of such underwritten public offering)
in each case, during the seven days prior to, and during such period as the
managing underwriter may require (not to exceed 90 days, or, in the case
of the Initial Public Offering, 180 days) (the period during which such
restriction applies, the “Holdback Period”) beginning on, the closing
date of the sale of such securities pursuant to an effective registration
statement, except as part of such registration; provided, however,
that this provision shall not apply if (i) such Shareholder owns, at the time
of such registration and throughout the Holdback Period, less than 2% of all
outstanding shares of Common Stock and (ii) such Shareholder is not
participating in such public offering.


(b)           Restrictions on Sale by the
Company and Others.  In connection
with any underwritten public offering of securities of the Company, the Company
agrees (i) not to effect any sale or distribution, and to use its
reasonable best efforts to cause its directors and officers not to effect any
sale or distribution, of any shares of Common Stock, Common Stock Equivalents
or other securities of the Company or of any security convertible into or
exchangeable or exercisable for any shares of Common Stock, Common Stock
Equivalents or other securities of the Company (other than in connection with
an employee stock option or other benefit plans) during the seven days prior
to, and during the same period applicable to the Shareholders in connection
with such offering pursuant to Section 2.3(a) beginning on, the closing
date of the sale of such securities pursuant to an effective registration
statement, except as part of such registration, and (ii) that any
agreement entered into after the date of this Agreement pursuant to which the
Company issues or agrees to issue any privately placed shares of Common Stock,
Common Stock Equivalents or other equity securities shall contain a provision
under which holders of such securities agree not to effect any sale or
distribution of any such securities during the period referred to in the
foregoing clause (i), except as part of such registration, if permitted.


SECTION 2.4          Other
Registration-Related Matters.  If and
whenever the Company is required to use its reasonable best efforts to effect
or cause the registration of any Registrable Securities under the Securities
Act as provided in this Agreement, the Company will, as expeditiously as
possible:


(a)           in
the case of a registration as provided in this Agreement, use its reasonable
best efforts to prepare and file with the SEC within 45 days (or, in the case
of a registration statement on Form S-3, within seven days) after receipt
of a request for registration with respect to such Registrable Securities, a
registration statement on any form for which the Company then qualifies or
which counsel for the Company shall deem 


 


7





















appropriate,
and which form shall be available for the sale of the Registrable Securities in
accordance with the intended methods of distribution thereof, and use its
reasonable best efforts to cause such registration statement to become and
remain effective as promptly as practicable, subject to the right of the Demand
Party to defer the Company’s request for the acceleration of effectiveness of
any such registration statement as may be necessary to accommodate the
anticipated timetable for such offering; provided, that before filing
with the SEC a registration statement or prospectus or any amendments or
supplements thereto, the Company will (i) furnish to the selling
Shareholders copies of the form of preliminary prospectus proposed to be filed
and furnish to counsel of the selling Shareholders copies of all such documents
proposed to be filed, which documents will be subject to the reasonable review
of such counsel and shall not be filed without the approval (not to be
unreasonably withheld) of the Designated Counsel and (ii) notify the
selling Shareholders of any stop order issued or threatened by the SEC and take
all reasonable actions required to prevent the entry of such stop order or to
remove it if entered;


(b)           prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for a period of not less than
180 days or such shorter period which will terminate when all Registrable
Securities covered by such registration statement have been sold (or in the
case of a Shelf Registration, until the end of such latter period), and comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;


(c)           promptly
furnish to each Shareholder and each underwriter, if any, of Registrable
Securities covered by such registration statement such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all financial statements, schedules and exhibits thereto), the
prospectus included in such registration statement (including each preliminary
prospectus) (each prepared in conformity with the requirements of the
Securities Act), copies of any correspondence with the SEC or its staff
relating to the registration statement and such other documents as any
Shareholder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities;


(d)           use
its reasonable best efforts to register or qualify such Registrable Securities
under the securities or blue sky laws of such jurisdictions as any selling
Shareholder or each underwriter, if any, reasonably requests and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Shareholder and each underwriter, if any, to consummate the disposition in
such jurisdictions of the Registrable Securities; provided, that the
Company will not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction;


 


8





















 


(e)           use
its reasonable best efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof to consummate the disposition of such Registrable
Securities;


(f)            promptly
notify the selling Shareholders at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event which comes to the Company’s attention if as a result of such event the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company will promptly prepare and furnish to the selling Shareholders a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading;


(g)           if
requested by the managing underwriter or any selling Shareholder, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or such Shareholder reasonably requests
be included therein relating to the plan of distribution with respect to such
Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being sold to such underwriters, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the underwritten (or best efforts underwritten) offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


(h)           cooperate
with the selling Shareholders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be sold in such denominations and
registered in such names as the managing underwriters or the selling
Shareholders may request prior to any sale of the Registrable Securities to the
underwriters;


(i)            use
its reasonable best efforts to cause all such Registrable Securities to be
listed on a national securities exchange or quotation system, and on each
securities exchange or quotation system on which similar securities issued by
the Company are then listed, and enter into such customary agreements including
a listing application and indemnification agreement in customary form, provided,
that the applicable listing requirements are satisfied, and to provide a
transfer agent and registrar for such Registrable Securities covered by such
registration statement no later than the effective date of such registration
statement;


(j)            enter
into such customary agreements (including an underwriting agreement in
customary form) and take all such other actions as the sellers of a majority 


 


9





















 


of
the Registrable Securities covered by such registration statement or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities, including customary indemnification
provisions and, in connection with any shelf registration, supporting
Shareholders’ efforts to execute block trades with institutional buyers, if
applicable, and, in connection with any underwritten offering, making
appropriate members of senior management of the Company available (subject to
consulting with them in advance as to schedule) for customary participation in
in-person conferences or “road show” presentations to potential investors;


(k)           make
available for inspection by the selling Shareholders, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent (including Designated Counsel) retained
by Shareholders holding a majority of the Registrable Securities covered by the
applicable registration statement or any underwriter (each an “Inspector”),
all financial and other records, pertinent corporate documents and properties
of the Company and its subsidiaries, if any, as shall be reasonably necessary
to enable them to exercise their due diligence responsibility, and cause the
Company’s and its subsidiaries’ officers, directors and employees to supply all
information and respond to all inquiries reasonably requested by any such
selling Shareholder, underwriter, or Inspector in connection with such
registration statement;


(l)            use
its reasonable best efforts to obtain (i) an opinion or opinions of
counsel to the Company and (ii) a “cold comfort” letter or letters from
the Company’s independent public accountants, in each case in customary form
and covering such matters of the type customarily covered by opinions and “cold
comfort” letters as the Shareholders holding a majority of the Registrable
Securities covered by the applicable registration statement or the managing
underwriter requests;


(m)          otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, within the
required time periods, an earnings statement covering a period of at least
twelve months, beginning with the first month after the effective date of the
registration statement (as the term “effective date” is defined in
Rule 158(c) under the Securities Act), which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder or any successor provisions thereto;


(n)           promptly
prior to the filing of any document which is to be incorporated by reference
into the registration statement or the prospectus (after initial filing of the
registration statement), provide copies of such document to Designated Counsel
and counsel to the managing underwriters, if any, make the Company’s
representatives available for discussion of such document and give due
consideration to changes in such document prior to the filing thereof as
Designated Counsel may reasonably request;


(o)           promptly
notify the selling Shareholders, Designated Counsel to the selling Shareholders
and counsel to the managing underwriter, (i) when the registration
statement, or any post-effective amendment to the registration statement, shall
have become effective, or any supplement to the prospectus or any amendment to
the 


 


 


10





















 


prospectus
shall have been filed, (ii) of the receipt of any comments from the SEC,
(iii) of any request of the SEC to amend the registration statement or
amend or supplement the prospectus or for additional information, and
(iv) of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the registration statement for offering or sale in any jurisdiction,
or of the institution or threatening of any proceedings for any of such
purposes; and


(p)           cooperate
with the selling Shareholders and their Designated Counsel and each underwriter
or agent participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made
with any securities exchange and/or the NASD.


The Company may require any
Shareholder that is selling Registrable Securities pursuant to this Agreement
to furnish to the Company such information pertinent to the disclosure
requirements relating to the registration and distribution of such Registrable
Securities regarding such Shareholder, the Registrable Securities held by such
Shareholder and the intended method of disposition thereof as the Company shall
reasonably request in connection with such registration.


Each Shareholder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 2.4(f) hereof, such Shareholder will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
Shareholder receives the copies of the prospectus supplement or amendment
contemplated by Section 2.4(f) hereof, and, if so directed by the Company,
such Shareholder will deliver to the Company all copies, other than permanent
file copies, then in such Shareholder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such
notice, the period mentioned in Section 2.4(b) hereof shall be extended by
the greater of (i) 30 days or (ii) the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 2.4(f) hereof to and including the date when such Shareholder
shall have received the copies of the prospectus supplement or amendment
contemplated by Section 2.4(f) hereof.


ARTICLE III




INDEMNIFICATION


 


SECTION 3.1          Indemnification
by the Company.  In the event of any
registration of any Registrable Securities under the Securities Act pursuant to
Section 2.1 or Section 2.2 hereof, the Company will, and it hereby
does, indemnify and hold harmless, to the full extent permitted by law, each
Shareholder, its directors and officers, employees, shareholders, general
partners, limited partners, members, advisory directors, managing directors
(and directors, officers, stockholders, general partners, limited partners,
members, advisory directors, managing directors and controlling persons
thereof) (collectively, “Related Persons”), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls, is controlled by or is under common
control with any Shareholder 


 


11





















 


or
any such underwriter (collectively, the “Shareholder Indemnified Parties”)
within the meaning of the Securities Act, 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
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 Shareholder
Indemnified Party may become subject under the Securities Act, state securities
or blue sky laws, common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) or
expenses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained, on the effective date
thereof, in any registration statement under which such Registrable Securities
were registered under the Securities Act, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto or
(ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (in the case of a prospectus, in light of the circumstances under
which they are made), and the Company will reimburse each Shareholder Indemnified
Party for any legal or any other expenses reasonably incurred by it as such
expenses are incurred in connection with investigating or defending such loss,
claim, liability, action or proceeding; provided, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement or amendment or
supplement thereto or in any such preliminary, final or summary prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Shareholder or underwriter specifically stating that it is for
use in the preparation thereof.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Shareholder Indemnified Party and shall survive
the transfer of such securities by any Shareholder or underwriter.


SECTION 3.2          Indemnification
by the Shareholders.  The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed in accordance with Section 2.1 or
Section 2.2, that the Company shall have received an undertaking
reasonably satisfactory to it from the applicable Selling Shareholder or any
prospective underwriter to indemnify and hold harmless (in the same manner and
to the same extent as set forth in Section 3.1) the Company, all other
prospective selling Shareholders, any prospective underwriter, and their
respective Related Persons and controlling Persons (collectively, the “Company
Indemnified Parties”), with respect to losses, claims, damages, liabilities
and expenses described in the indemnity contained in Section 3.1, insofar
as such losses, claims, damages, liabilities (or actions or proceedings in
respect thereof) or expenses arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained, on the
effective date thereof, in any registration statement under which such
Registrable Securities were registered under the Securities Act, any
preliminary, final or summary prospectus contained therein, or any amendment or
supplement thereto or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in light of the circumstances
under which they are made) not misleading, and the applicable Shareholder and
any underwriter will reimburse each Company Indemnified Party for any legal or
any other expenses reasonably incurred by it as such expenses are incurred in
connection with investigating or defending such loss, claim, liability, action
or proceeding; provided that any such Shareholder and any such underwriter 


 


12





















 


shall
only be liable in any such case if any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement or amendment or supplement thereto
or in any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information with respect to such Shareholder or
underwriter furnished to the Company by such Shareholder or underwriter
specifically stating that it is for use in the preparation thereof.  Such indemnity will remain in full force and
effect regardless of any investigation made by or on behalf of any Company
Indemnified Party.  In no event shall the
liability of any selling Shareholders of Registrable Securities pursuant to
this Section 3.2 be greater in amount than the dollar amount of the net
proceeds actually received by such Shareholder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


SECTION 3.3          Notices
of Claims, Etc.  Promptly after
receipt by an indemnified party hereunder of written notice of the commencement
of any action or proceeding with respect to which a claim for indemnification
may be made pursuant to this Article III, such indemnified party shall, if
a claim in respect thereof is to be made against an indemnifying party,
promptly give written notice to the latter of the commencement of such action; provided,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
sections of this Article III, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in
and, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties exists or the indemnifying party is not adequately
defending such action or proceeding.  In
such event, the indemnified party shall be entitled to retain its own counsel
to jointly participate in such defense, provided, that an indemnifying
party will not be obligated to pay the fees and expenses of more than one such
counsel (together with appropriate local counsel) for all parties indemnified
by such indemnifying party with respect to such claim unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim, in which event the indemnifying party shall be obligated to pay the
fees and expenses of such additional counsel or counsels (together with the
fees of local counsel).  An indemnifying
party will not be subject to any liability for any settlement made without its consent
(which consent shall not be unreasonably withheld).  No indemnifying party will consent to entry
of any judgment or enter into any settlement of any pending or threatened
proceeding involving an indemnified party which (i) does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation, or (ii) involves the imposition of equitable remedies or the
imposition of any non-financial obligations on such indemnified party.


SECTION 3.4          Contribution.  If the indemnification provided for in this
Article III is unavailable to an indemnified party under Section 3.1
or Section 3.2 hereof (other than by 


 


 


13





















 


reason
of exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other, and the relative
fault of the indemnifying party on the one hand and of the indemnified party on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party on the one hand and of the indemnified party on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact has been made by, or relates to
information supplied by the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 3.1 and Section 3.2, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.


The Company and
the Shareholders agree that it would not be just and equitable if contribution
pursuant to this Section 3.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this
Section 3.4, no Shareholder shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities sold by such Shareholder and distributed to the public were offered
to the public exceeds the amount of any damages which such Shareholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


SECTION 3.5          Other
Indemnification.  Indemnification
similar to that specified in Section 3.1 and Section 3.2 (with appropriate
modifications) shall be given by the Company and each Shareholder with respect
to any required registration or other qualification of securities under any law
or with any governmental authority other than as required by the Securities
Act.


SECTION 3.6          Non-Exclusivity.  The obligations of the parties under this
Article III shall be in addition to any liability which any party may
otherwise have to any other party.


SECTION 3.7          Indemnification
Payments.  The indemnification and
contribution required by Section 3.1, Section 3.2 and
Section 3.4 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred.


 


14





















 


ARTICLE IV




OTHER


 


SECTION 4.1          Remedies.  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.


SECTION 4.2          Amendments,
Waivers.  This Agreement may not be
amended, modified or supplemented and no waivers of or consents to or
departures from the provisions hereof may be given unless consented to in
writing by the Company and the Shareholders holding a majority of the
Registrable Shares held by all such Shareholders, provided, that no such
amendment shall adversely affect the rights of a Shareholder disproportionately
to other Shareholders without the written consent of such Shareholder, and provided,
further, that no such amendment shall adversely affect BACI in any
material respect without the written consent of BACI.


SECTION 4.3          Successors;
Assigns; Transferees.  The provisions
of this Agreement shall be binding upon and accrue to the benefit of the
parties hereto and their respective heirs, successors and permitted
assigns.  In addition, the rights of any
particular Shareholder under this Agreement may be assigned by such Shareholder
to any transferee of more than 5% of the outstanding shares of Common Stock,
provided such transfer is made in accordance with the 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, and not in violation of any other
agreement to which such Shareholder is a party.


SECTION 4.4          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 (i) delivered
personally, (ii) five Business Days after being sent by certified or
registered mail, postage prepaid, return receipt requested, (iii) one
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 (i), (ii) or (iii) 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


 


15





















 


 


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:


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


 


SECTION 4.5          Integration.  This Agreement, and the documents referred to
herein, or delivered pursuant hereto, contain the entire understanding of the
parties with respect to the subject matter hereof.  There are no agreements, representations,
warranties, covenants or 


 


16





















undertakings
with respect to the subject matter hereof and thereof other than those
expressly set forth herein and therein. 
This Agreement supersedes all other prior agreements and understandings
between the parties with respect to such subject matter.


SECTION 4.6          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.


SECTION 4.7          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.


SECTION 4.8          Limited
Liability.  Notwithstanding any other
provision of this Agreement, neither the members, general partners, limited
partners or managing directors, or any directors or officers of any members,
general or limited partner, advisory director, nor any future members, general
partners, limited partners, advisory directors, or managing directors, if any,
of any Shareholder shall have any personal liability for performance of any
obligation of such Shareholder under this Agreement in excess of the respective
capital contributions of such members, general partners, limited partners,
advisory directors or managing directors to such Shareholder.


SECTION 4.9          Rule
144.  If the Company is subject to
the requirements of Section 13, 14 or 15(d) of the Exchange Act, the
Company covenants that it will file any reports required to be filed by it
under the Securities Act and the Exchange Act (or, if the Company is subject to
the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not
required to file such reports, it will, upon the request of any Shareholder,
make publicly available such information) and it will take such further action
as any Shareholder may reasonably request, so as to enable such Shareholder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Shareholder, the
Company will deliver to such Shareholder a written statement as to whether it
has complied with such requirements.


SECTION 4.10        Other
Registration Rights.  (a)  The Company covenants that it will not grant
any right of registration (whether demand or incidental) under the Securities
Act relating to any shares of Common Stock, Common Stock Equivalents or any of
its other securities to any Person unless the Shareholders shall be entitled to
have included in any registration effected (i) pursuant to
Section 2.2 hereof, all Registrable Securities requested by it to be so
included prior to the inclusion of any securities requested to be registered by
the Persons entitled to any such other registration rights pursuant to any
provision providing registration rights comparable to those contained in
Section 2.1 hereof and (ii) pursuant to Section 2.1 hereof, all Registrable
Securities requested by such Shareholder to be so included prior to the
inclusion


 


17





















of any securities requested to be registered by the
Persons entitled to any such other registration rights pursuant to any provision
providing registration rights comparable to those contained in Section 2.1
hereof; it being understood that as among the Shareholders, the right and the
priority of participation in any such registration shall be as provided in this
Agreement.


(b)           If the Company at any time grants to
any other holders of shares of Common Stock, Common Stock Equivalents or other
securities of the Company any rights to request the Company to effect the
registration (whether demand or incidental) under the Securities Act of any
such securities on any terms more favorable to such holders than the terms set
forth in this Agreement, the terms of this Agreement shall, at the request of
Shareholders holding a majority of the Registrable Securities held by all
Shareholders, be deemed amended or supplemented to the extent necessary to
provide the Shareholders such more favorable rights and benefits.


(c)           The Company covenants that it will
not enter into, or cause or permit any of its subsidiaries to enter into, any
agreement which conflicts with or limits or prohibits the exercise of the
rights granted to the Shareholders in this Agreement.


(d)           Each of the Blackstone Entities and
the Company agrees that, in the event that any Blackstone Entity or any of its
Affiliates is granted any right of registration (whether demand or incidental)
by any subsidiary of the Company or any entity through which any Blackstone
Entity or any of its Affiliates hereafter holds its interest in the Company, it
shall take all actions available to it to cause the entity granting such rights
to grant to BACI rights comparable to those held by BACI pursuant to this
Agreement.


SECTION 4.11        Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York.


SECTION 4.12        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.


SECTION 4.13        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.


 


*              *              *


 


 


18





















IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
written above.


	
   

  	
  CELANESE
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  David N. Weidman

  
	
   

  	
   

  	
   

  	
  Name:
  David N. Weidman

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Executive Officer and President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Name:
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Name:
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE
  CAPITAL PARTNERS (CAYMAN) LTD. 3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Name:
  Chinh E. Chu

  
	
   

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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/
  John A. Shimp

  
	
   

  	
   

  	
   

  	
  Name:
  John A. Shimp

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Person