exv10w1






Exhibit 10.1




EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




by and among



Celanese US Holdings LLC

and the Guarantors party hereto



and



Banc of America Securities LLC

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

RBS Securities Inc.

Barclays Capital Inc.

Citigroup Global Markets Inc.

Commerz Markets LLC

Goldman, Sachs & Co.

Mitsubishi UFJ Securities (USA), Inc.



Dated as of September 24, 2010



 









 





EXECUTION VERSION




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of September
24, 2010, by and among Celanese US Holdings LLC, a Delaware limited liability company (the
“Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America
Securities LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities
LLC, RBS Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Commerz Markets
LLC, Goldman, Sachs & Co. and Mitsubishi UFJ Securities (USA), Inc. (collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Company’s
65/8% Senior Notes due 2018 (the
“Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant
to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached
thereto are herein collectively referred to as the “Initial Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated September 15, 2010 (the
“Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the
Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Affiliate: As defined in Rule 405 under the Securities Act, with the terms “controlling” and
“controlled” having the meanings correlative thereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The United States Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period



 









 




required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the
Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to
the Exchange Offer.




     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Company and the Guarantors under the Securities Act
of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company and
the Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity
to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 65/8% Senior Notes due 2018, of the same series under the Indenture as
the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of September 24, 2010, by and among the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to
which the Securities are to be issued, as such Indenture is amended or supplemented from time to
time in accordance with the terms thereof.



     Initial Notes: As defined in the preamble hereto.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Securities.



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     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: Collectively, the Notes and the Guarantees issued under the Indenture.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Initial Security is distributed to the public
pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the
Prospectus contained therein).



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



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     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the
Company and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed with
the Commission a Registration Statement under the Securities Act relating to the Exchange
Securities and the Exchange Offer and (ii) cause such Registration Statement to become effective
and to Consummate the Exchange Offer no later than 270 days after the Closing Date (or if such
270th day is not a Business Day, the next succeeding Business Day). In connection with the
foregoing, the Company and the Guarantors shall file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration Statement to become
effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to
Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the
registration and qualification of the Exchange Securities to be made under the state securities or
blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer.
The Exchange Offer shall be on the appropriate form permitting registration of the Exchange
Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales
of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company and the Guarantors shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business
Days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to
the extent required by the Commission as a result of a change in policy after the date of this
Agreement.



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     Each of the Company and the Guarantors shall cause the Exchange Offer Registration Statement
to be continuously effective, supplemented and amended as required by the provisions of Section
6(c) hereof to the extent necessary to ensure that it is available for resales of Initial
Securities acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) 90 days after the date on
which the Exchange Offer Registration Statement is declared effective by the Commission and (ii)
the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within
270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding
Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such
Holder delivers an opinion of counsel reasonably satisfactory to the Company to the effect that
such Holder is prohibited by applicable law or Commission policy from participating in the Exchange
Offer, or (B) such Holder delivers an opinion of counsel reasonably satisfactory to the Company to
the effect that such Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not permitted or available for use in such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from
the Company or one of its affiliates, then, upon such Holder’s notification and request, the
Company and the Guarantors shall




     (x) as promptly as practicable, cause to be filed a shelf registration statement
pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange
Offer Registration Statement (in either event, the “Shelf Registration Statement”), which
Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities
the Holders of which shall have provided the information required pursuant to Section 4(b)
hereof; and




     (y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to become effective.



     Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and amended as required by
the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled



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to the benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least one year following the date on
which such Shelf Registration Statement became effective (or shorter period that will terminate
when all the Initial Securities covered by such Shelf Registration Statement have been sold
pursuant to such Shelf Registration Statement).




     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     SECTION 5. Additional Interest. If, (i) on or before the 270th day after the Closing Date,
(A) the Exchange Offer has not been Consummated or (B) the Shelf Registration Statement, if
required, has not become effective, or (ii) a Shelf Registration Statement required by this
Agreement is filed and has become effective but shall thereafter cease to be effective or fail to
be usable for its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement or a prospectus supplement that cures such failure and
that itself immediately becomes effective (each such event referred to in clauses (i) and (ii), a
“Registration Default”), the Company hereby agrees that additional interest (“Additional Interest”)
shall accrue on the principal amount of the then outstanding Transfer Restricted Securities from
and including the date on which such Registration Default has occurred at a rate of 0.25% per annum
for the first 90 day period immediately following such date and will increase by an additional
0.25% per annum at the end of each subsequent 90 day period, up to a maximum rate of Additional
Interest of 1.00% per annum; provided, however, that Additional Interest shall not accrue in
respect of more than one Registration Default at any time. Additional Interest shall cease to
accrue upon the earliest to occur of (i) the date on which the Registration Default giving rise to
such Additional Interest shall have been cured and (ii) the date that is the second anniversary of
the Closing Date.



     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their
commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof,
and shall comply with all of the following provisions:



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     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters, and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for Initial Securities acquired by such Holder directly
from the Company.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each
of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and
shall use its commercially reasonable efforts to effect such registration to permit the resale of
the Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Company and the Guarantors will promptly
prepare and file with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the resale of the
Transfer Restricted Securities in accordance with the intended method or methods of distribution
thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the exchange or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors
shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements (including, if
required by the Securities Act or any regulation thereunder, financial statements of the
Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the
occurrence of any event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not to be effective



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and usable for resales of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement or a prospectus supplement, in the case of clause (A), correcting any
such misstatement or omission, and, in the case of either clause (A) or (B), use its
commercially reasonable efforts to cause such amendment to be declared effective or to file
such prospectus supplement and such Registration Statement and the related Prospectus to
become usable for their intended purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or prospectus supplement;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the Registration
Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, each of the Company
and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Registration Statement, and each of the underwriter(s), if any, before filing
with the Commission, copies of any Registration Statement or any Prospectus included



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therein or any amendments or supplements to any such Registration Statement or
Prospectus, which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a reasonable period prior to filing
of such documents with the Commission. The Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration Statement or
Prospectus to which an Initial Purchaser of Transfer Restricted Securities covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object in writing
prior to the filing thereof, except for any Registration Statement or Prospectus amendment
or supplement thereto (a copy of which has been previously furnished as provided in the
preceding sentence) which counsel to the Company has advised the Company in writing is
required to be filed in order to comply with applicable law. The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable only if such Registration
Statement, amendment, Prospectus or prospectus supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission;




     (v) make the Company’s and the Guarantors’ representatives available for customary “due
diligence” matters;




     (vi) make available during normal business hours for inspection for “due diligence”
purposes by the Initial Purchasers, the managing underwriter(s), if any, participating in
any disposition pursuant to such Registration Statement and any attorney or accountant
retained by such Initial Purchasers or any of the underwriter(s), all pertinent financial
and other records, pertinent corporate documents and properties of each of the Company and
the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees
to supply all information reasonably requested by any such Holder, underwriter, attorney or
accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness and to participate
in meetings with investors to the extent reasonably requested by the managing
underwriter(s), if any; provided, that such Persons shall first agree in writing with the
Company that any non-public information shall be used solely for the purposes of satisfying
“due diligence” obligations under the Securities Act and exercising rights under this
Agreement and shall be kept confidential for a period of two years by such Persons, unless
(i) disclosure of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of any Shelf Registration Statement or the use
of any prospectus referred to in this Agreement), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to safeguard by
any such Person, or (iv) such information becomes available to any such Person from a source
other than the Company and such source is not known to such Person to be bound by a
confidentiality agreement




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and underwriter(s),



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if any, may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other terms of the offering of the Transfer Restricted Securities to be
sold in such offering; and make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the matters
to be incorporated in such prospectus supplement or post-effective amendment;




     (viii) furnish to each Initial Purchaser, each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial
statements and schedules, and all documents incorporated by reference therein (unless such
documents are publicly available on the Commission’s EDGAR system);




     (ix) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Company
and the Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the resale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;




     (x) in connection with an underwritten offering pursuant to a Shelf Registration
Statement, enter into an underwriting agreement, and make such representations and
warranties, and take all such other actions in connection therewith as are reasonably
required in order to expedite or facilitate the disposition of the Transfer Restricted
Securities. In furtherance of the foregoing, each of the Company and the Guarantors shall:




     (A) furnish to each Selling Holder and each underwriter, if any, in such
substance and scope as they may request and as are customarily made by issuers to
underwriters in primary underwritten offerings:




     (1) a certificate signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Company and
the Guarantors, confirming customary matters;




     (2) opinions of counsel relating to matters customarily covered in
opinions requested in underwritten offerings; and




     (3) a customary comfort letter from the Company’s independent
accountants, in the customary form and covering matters of the type
customarily requested to be covered in comfort letters by underwriters in
connection with primary underwritten offerings; and;



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     (B) include in the underwriting agreement indemnification provisions and
procedures no less favorable to the selling Holders and underwriters, if any, than
those set forth in Section 8 hereof; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(x), if any.




     (xi) to the extent permitted by law and the Indenture, shall use commercially
reasonable efforts to issue, upon the request of any Holder of Initial Securities covered by
the Shelf Registration Statement, Exchange Securities having an aggregate principal amount
equal to the aggregate principal amount of Initial Securities surrendered to the Company by
such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to
be registered in the name of such Holder or in the name of the purchaser(s) of such
Securities, as the case may be; in return, the Initial Securities held by such Holder shall
be surrendered to the Company for cancellation;




     (xii) to the extent the Transfer Restricted Securities are held in certificated form,
cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted Securities to be
sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer
Restricted Securities made by such Holders or underwriter(s);




     (xiii) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the 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 or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities; provided, however, that none of the Company or the
Guarantors shall be required to register or qualify as a foreign corporation where it is not
then so qualified or to take any action that would subject it to the service of process in
suits or to taxation, other than as to matters and transactions relating to the Registration
Statement, in any jurisdiction where it is not then so subject;




     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;




     (xv) provide a CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under the



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Indenture with printed certificates for such Securities which are in a form eligible
for deposit with the Depository Trust Company and take all other action necessary to ensure
that all such Securities are eligible for deposit with the Depository Trust Company;




     (xvi) cooperate and assist in any filings required to be made with FINRA and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA;




     (xvii) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are
sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if
not sold to underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration
Statement;




     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later
than the effective date of the first Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner; and




     (xix) if not available on the Commission’s EDGAR system, provide promptly to each
Holder upon request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received



-12-









 




the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv)
hereof or shall have received the Advice; provided, however, that no such extension shall be taken
into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the
amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a Registration Default for
purposes of Section 5 hereof. Each Holder shall hold in confidence the fact that it has received
notice pursuant to this Section 6 and any communication related thereto.




     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of, or compliance
with, this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon &
Reindel llp or such other counsel as may be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared, in an aggregate amount not to exceed $15,000.



     SECTION 8. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder, (ii) each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to
in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the



-13-









 




respective officers, directors, partners, employees, representatives and agents of any Holder
or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
(or any amendment or supplement thereto), or 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, except insofar as such losses, claims, damages, liabilities or expenses are caused by
an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein. This indemnity agreement shall be in
addition to any liability which the Company or any of the Guarantors may otherwise have.




     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement. Such
Indemnified Holder shall have the right to employ its own counsel in any such action and the fees
and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder). The Company and the Guarantors shall not, in connection with any one
such action or proceeding or separate but substantially similar or related actions or proceedings
in the same jurisdiction arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Company and the Guarantors shall be liable for any settlement of any such action or
proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent
shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify
and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written consent of the Company
and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of
each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise
seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not any Indemnified
Holder is a party thereto), unless such settlement, compromise, consent or termination includes an
unconditional release of each Indemnified Holder from all liability arising out of such action,
claim, litigation or proceeding.



-14-









 





     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of
the Company and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company or any of the Guarantors, and the respective officers, directors, partners, employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the Company and the
Guarantors, and the Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the preceding
paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions 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 Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, 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 Company on the one hand and
of the Indemnified Holder 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 relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, 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 the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations



-15-









 




referred to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to
in the immediately preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the total
discount received by such Holder with respect to the Initial Securities exceeds the amount of any
damages which such Holder 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. The Holders’ obligations to
contribute pursuant to this Section 8(c) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.




     SECTION 9. Participation in Underwritten Registrations. The Company shall not be obligated
conduct an Underwritten Registration unless the aggregate principal amount of Transfer Restricted
Securities held by Holders electing to participate in such Underwritten Registration is at least
$50.0 million. No Holder may participate in any Underwritten Registration hereunder unless such
Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.



     SECTION 10. Selection of Underwriters. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Company.



     SECTION 11. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.



-16-









 





     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 11(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:


Celanese Corporation

1601 West LBJ Freeway



Dallas, TX 75234



Telecopier No.: (214) 258-9730



Attention: General Counsel



With a copy to:



Gibson, Dunn & Crutcher LLP




200 Park Avenue



New York, NY 10166



Telecopier No.: (212) 351-4034



Attention: Andrew L. Fabens




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if



-17-









 




telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.




     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



[Signature pages follow]





-18-











 





EXECUTION VERSION




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



	 	 	 	 	 	 	 	 	 

	 	 	CELANESE US HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Christopher W. Jensen
 

Christopher W. Jensen
	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Alexander M Ludlow	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alexander M Ludlow	 	 
	 

	 	 	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE CORPORATION	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher W. Jensen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher W. Jensen	 	 
	 

	 	 	 	Title:
	 	Senior Vice President, Finance and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE AMERICAS LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Alexander M Ludlow	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alexander M Ludlow	 	 
	 

	 	 	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE ACETATE LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:
	 	John W. Howard

Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	CELANESE CHEMICALS, INC.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher W. Jensen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher W. Jensen	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE FIBERS OPERATIONS LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CNA HOLDINGS LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Alexander M Ludlow	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alexander M Ludlow	 	 
	 

	 	 	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE INTERNATIONAL CORPORATION	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher W. Jensen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher W. Jensen	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE LTD.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CELANESE INTERNATIONAL CORPORATION,
 its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher W. Jensen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Christopher W. Jensen	 	 
	 

	 	 	 	 	 	Title: Treasurer	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	CELTRAN, INC.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President and Assistant Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CNA FUNDING LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	KEP AMERICA ENGINEERING PLASTICS, LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ John W. Howard
 

John W. Howard
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TICONA FORTRON INC.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TICONA POLYMERS, INC.	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	TICONA LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CELANESE GLOBAL RELOCATION LLC	 	 
	 	 	as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John W. Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John W. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 









 






     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 

	BANC OF AMERICA SECURITIES LLC	 	 
	Acting on behalf of itself and as Representative
 of the several Initial Purchasers	 	 
	 
	 	 	 	 
	By:

	 	Banc of America Securities LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Christopher Kelly Wall
 

Christopher Kelly Wall
	 	 
	 

	 	Managing Director