FIRST AMENDMENT TO CREDIT AGREEMENT
                       -----------------------------------


                  FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"),
dated as of November 28, 2005, among CELANESE HOLDINGS LLC, a Delaware limited
liability company ("Holdings"), BCP CRYSTAL US HOLDINGS CORP., a Delaware
corporation (the "Company"), CELANESE AMERICAS CORPORATION, a Delaware
corporation ("CAC"), the lenders from time to time party thereto (the
"Lenders"), and DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), as administrative
agent (in such capacity, the "Administrative Agent"), and as collateral agent
(in such capacity, the "Collateral Agent"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.

                          W I T N E S S E T H :
                          - - - - - - - - - -

                  WHEREAS, Holdings, the Company, CAC, the Lenders from time to
time party thereto, the Deposit Bank and the Agents are parties to an Amended
and Restated Credit Agreement, dated as of April 6, 2004 and amended and
restated as of January 26, 2005 (the "Credit Agreement");

                  WHEREAS, on the date hereof, (i) there are no outstanding C
Term Loans or Delayed Draw Commitments in respect thereof and (ii) there are
outstanding B Term Loans (for purposes of this First Amendment, herein called
the "Refinanced B Term Loans") in an aggregate principal amount of (x) in the
case of Dollar Term Loans, $1,389,659,098.24, and (y) in the case of Euro Term
Loans, (euro)273,379,679.80;

                  WHEREAS, in accordance with the provisions of Section 9.08(e)
of the Credit Agreement, the Company wishes to amend the Credit Agreement to
enable it to convert and/or refinance in full the outstanding B Term Loans
described in the immediately preceding paragraph through (x) the conversion of
outstanding B Term Loans into replacement B Term Loans and/or (y) its incurrence
of replacement B Term Loans (for purposes of this First Amendment, the
replacement B Term Loans described in preceding clauses (x) and (y) collectively
being herein called the "Replacement B Term Loans") as more fully provided
herein, in each case with the same terms as were theretofore applicable to the B
Term Loans except that the pricing applicable thereto shall be as more fully
described herein; and

                  WHEREAS, the parties hereto wish to amend the Credit Agreement
to provide for the Replacement B Term Loans and for certain other changes in
each case as herein provided;

                  NOW, THEREFORE, it is agreed:





      Amendments to Credit Agreement.

     1. On, or within five Business Days after the occurrence of, the First
Amendment Execution Date (as hereinafter defined) (subject to the receipt of a
Borrowing Request in form and substance reasonably satisfactory to the
Administrative Agent and substantially in accordance with the requirements of
Section 2.03 of the Credit Agreement, and subject to the relevant conditions
specified in Section 4.01 of the Credit Agreement and the occurrence of the
First Amendment Effective Date (as hereinafter defined)), each Lender with a B
Term Loan Commitment as set forth in the Register as of the First Amendment
Effective Date hereby agrees to make a B Term Loan in the respective principal
amount set forth opposite its name under the heading "B Term Loan Commitment" in
the Register as of the First Amendment Effective Date, in each case in
accordance with the relevant requirements of the Credit Agreement except that
(i) the date of the making of the B Term Loans described in this paragraph,
other than those B Term Loans being converted into Replacement B Term Loans,
shall be as set forth above and (ii) each Lender with a B Term Loan Commitment
as set forth in the Register as of the First Amendment Effective Date shall make
the respective B Term Loan available (through the Administrative Agent) in cash,
except that each Lender with a B Term Loan Commitment as shown in the Register
as of the First Amendment Effective Date with existing B Term Loans outstanding
immediately prior to the occurrence of the First Amendment Effective Date shall
convert its theretofore outstanding B Term Loans (in a principal amount up to,
but not in excess of, the B Term Loan of such Lender as specified in the Lender
Register on the date hereof) into Replacement B Term Loans hereunder without any
requirement that it make cash proceeds available to the Company (except to the
extent that the B Term Loan Commitment of such Lender as specified in the
Register as of the First Amendment Effective Date exceeds the principal amount
of its theretofore outstanding B Term Loans). For the avoidance of doubt and
notwithstanding anything to the contrary contained in the Credit Agreement or
this First Amendment, the amendments to the definition of "Applicable Margin"
contained herein do not decrease the rate of interest on the Euro Term Loans
and, accordingly, each Term Lender holding Euro Term Loans outstanding
immediately prior to the occurrence of the First Amendment Effective Date will
be deemed to convert its theretofore outstanding Euro Term Loans (in a principal
amount up to, but not in excess of, the Euro Term Loan of such Term Lender
outstanding on the date hereof) into Replacement B Term Loans hereunder and
maintained as Euro Term Loans under the Credit Agreement without any requirement
that it make cash proceeds available to the Company (solely in respect of its
Euro Term Loans). In addition, except for those Term Lenders that are converting
their Euro Term Loans as provided in the immediately preceding sentence, each
other Lender with a B Term Loan Commitment will make (or, as provided in the
second preceding sentence, convert) its Replacement B Term Loan in Dollars. The
Company hereby directs the Administrative Agent to apply (and the Administrative
Agent shall apply) all cash proceeds of Replacement B Term Loans made hereunder
to refinance then outstanding Refinanced B Term Loans pursuant to the Credit
Agreement (before giving effect to the First Amendment) other than those B Term
Loans being converted into Replacement B Term Loans. It is understood that (i)
the Replacement B Term Loans being made pursuant to this First Amendment
(whether by conversion or the making of cash proceeds available to the Company
to refinance Refinanced B Term Loans) shall constitute Replacement Term Loans
pursuant to Section 9.08(e) of the Credit Agreement and the B Term Loans being
refinanced or converted shall constitute Refinanced Term Loans as described
therein and (ii) the Replacement B Term Loans shall constitute B Term Loans for
purposes of the Credit Agreement and the other Loan Documents. It is understood
and agreed by all parties


                                    -2-





hereto that the aggregate principal amount of B Term Loans outstanding after
giving effect to the First Amendment Effective Date shall be equal to the
aggregate principal amount of B Term Loans which were outstanding immediately
prior to giving effect thereto. Any Lender holding outstanding B Term Loans
immediately prior to the First Amendment Effective Date, that does not (in its
sole discretion) provide a B Term Loan Commitment pursuant hereto, shall have
its outstanding B Term Loans repaid in full on the First Amendment Effective
Date (if same occurs). On the First Amendment Effective Date, the aggregate
principal amount of Replacement B Term Loans (including those made by conversion
or the making of cash proceeds available to the Company) shall be comprised of
the same number of Borrowings as were applicable to the outstanding Refinanced B
Term Loans immediately prior to the First Amendment Effective Date, which
Borrowings shall be of the same Types and in the same amounts as the Borrowings
theretofore applicable to the Refinanced B Term Loans, and in the case of any
such Borrowings of Eurocurrency Term Loans shall have the same Interest Period
(i.e. continuing to the date of the expiration Interest Period theretofore
applicable to the corresponding Borrowing of Refinanced B Term Loans) and the
same Adjusted LIBO Rate (although, from and after the First Amendment Effective
Date, the Applicable Margin applicable thereto shall be determined in accordance
with the definition of "Applicable Margin", as amended pursuant to following
paragraph numbered 2) applicable thereto on the First Amendment Effective Date.
Each Lender with Replacement B Term Loans shall participate on a pro rata basis
in each outstanding Borrowing of Replacement B Term Loans as described in the
immediately preceding sentence. In connection with the incurrence of the
Replacement B Term Loans and the repayment of Refinanced B Term Loans in
accordance with this First Amendment, the Company hereby agrees that,
notwithstanding anything to the contrary contained in the Credit Agreement, (i)
if requested by any Lender making cash proceeds available to the Company
pursuant to the Replacement B Term Loans (but not with respect to that portion
of the Replacement B Term Loans of any Lender constituting a conversion of
Refinanced B Term Loans of such Lender), the Company shall pay to such Lender
such amounts necessary, as reasonably determined by such Lender, to compensate
such Lender for making such Replacement B Term Loans during an existing Interest
Period (rather than at the beginning of the respective Interest Period, based
upon the rates then applicable thereto) and (ii) the Company shall be obligated
to pay to each Lender whose B Term Loans are being repaid in cash (rather than
converted into Replacement B Term Loans on the First Amendment Effective Date)
amounts of the type referred to in Section 2.16 of the Credit Agreement (as set
forth on a certificate of each such Lender setting forth the amounts such Lender
is entitled to receive pursuant to such Section 2.16, which certificate shall be
prima facie evidence of the amounts thereof) in connection with its repayment in
cash (but not by way of conversion of Refinanced B Term Loans into Replacement B
Term Loans as contemplated above) of such Refinanced B Term Loans of such Lender
incurred in connection with the conversion of Refinanced B Term Loans and/or the
actions taken pursuant to the preceding sentence of this Section I.1.

     2. The definition of "Applicable Margin" appearing in Section 1.01 of the
Credit Agreement is hereby amended by deleting same in its entirety and
inserting in lieu thereof the following new definition:

     "Applicable Margin" shall mean with respect to (A) (i) any Eurocurrency
   Loan that is a Revolving Facility Loan (x) for any day not occurring in a
   Reduction Period, 2.50% per annum and (y) for any day occurring in a
   Reduction Period, 2.25% per annum, and (ii) any ABR Loan that is a Revolving
   Facility


                                  -3-





   Loan (x) for any day not occurring in a Reduction Period, 1.50% per annum and
   (y) for any day occurring in a Reduction Period, 1.25% per annum, (B) (i) any
   Eurocurrency Loan that is an Original Dollar Term Loan (x) for any day not
   occurring in a Reduction Period, 2.00% per annum and (y) for any day
   occurring in a Reduction Period, 1.75% per annum and (ii) any ABR Loan that
   is an Original Dollar Term Loan (x) for any day not occurring in a Reduction
   Period, 1.00% per annum and (y) for any day occurring in a Reduction Period,
   0.75% per annum, (C) any Additional Dollar Term Loan, subject to Section
   2.23(b)(iii), that percentage per annum set forth in the relevant New B Term
   Loan Joinder Agreement (or, in the case of any Additional Dollar Term Loans
   extended pursuant to more than one New B Term Loan Joinder Agreement on the
   relevant Increased Amount Date, as may be provided in the first New B Term
   Loan Joinder Agreement executed and delivered with respect to such Additional
   Dollar Term Loans) and (D) any Euro Term Loan (x) for any day not occurring
   in a Reduction Period, 2.50% per annum and (y) for any day occurring in a
   Reduction Period, 2.25% per annum.

     Notwithstanding the foregoing, (x) the new definition of "Applicable
Margin" set forth above shall only apply for periods from and after the First
Amendment Effective Date and (y) the provisions of the Credit Agreement
(including the definition of "Applicable Margin") as in effect before giving
effect to this First Amendment shall apply for all periods prior to the First
Amendment Effective Date and shall apply to all Refinanced B Term Loans
outstanding pursuant to the Credit Agreement before giving effect to any
conversion thereof to Replacement B Term Loans pursuant to this First Amendment
and shall apply to all Term Loans which were outstanding at the time prior to
the First Amendment Effective Date.

     3. The definition of "B Term Loan Facility" appearing in Section 1.01 of
the Credit Agreement is hereby amended by (i) deleting the word "and" appearing
at the end of clause (i) thereof and (ii) inserting the following new clause
(iii) at the end thereof:

     "and (iii) the commitments under Section 2.23 to make New B Term Loans,
     and the New B Term Loans made pursuant thereto".

     4. The definition of "B Term Loans" appearing in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the word "and" appearing at the end
of clause (x) thereof and inserting a comma in lieu thereof and (ii) inserting
the following new clause (z) at the end thereof:

    "and (z) the New B Term Loans, if any, made pursuant to Section 2.23".

     5. The definition of "Commitment" appearing in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the word "and" appearing at the end
of clause (a) thereof and inserting a comma in lieu thereof and (ii) inserting
the following new clause (c) at the end thereof:

     "and (c) with respect to any New B Term Lender, such Lender's
     commitment to make New B Term Loans under Section 2.23".


                              -4-




     6. The definition of "Dollar Term Loan" appearing in Section 1.01 of the
Credit Agreement is hereby amended by deleting same in its entirety and
inserting in lieu thereof the following new definition:

        "Dollar Term Loan" shall mean (x) each Original Dollar Term Loan and
        (y) each Additional Dollar Term Loan.

     7. The definition of "Maximum Term Amount" appearing in Section 1.01 of the
Credit Agreement is hereby amended by inserting the following new text at the
end thereof:

        "plus (iv) the aggregate principal amount of all New B Term Loans then
        or theretofore made pursuant to Section 2.23".

     8. The definition of "Reduction Period" appearing in Section 1.01 of the
Credit Agreement is herby amended by deleting same in its entirety and inserting
in lieu thereof the following new definition:

     "Reduction Period" shall mean (i) with respect to any Original Dollar Term
   Loan, either (x) any period during which Topco or Parent is assigned a senior
   implied rating of BB- or higher by Moody's and the Company is assigned an
   issuer credit rating of Ba3 or higher by S&P or (y) after the delivery of the
   financial statements required pursuant to Section 5.04(b) for Holdings'
   fiscal quarter ending closest to June 30, 2006, any fiscal quarter if the
   Total Leverage Ratio on the last day of the immediately preceding fiscal
   quarter was less than 2.25 to 1.00, but only to the extent that the Company
   shall have delivered to the Administrative Agent within 45 days after such
   last day a certificate of a Financial Officer of the Company setting forth
   computations in reasonable detail satisfactory to the Administrative Agent
   showing that the Total Leverage Ratio was less than 2.25 to 1.00 on such last
   day and (ii) with respect to any Revolving Facility Loan or Euro Term Loan,
   any fiscal quarter if the Total Leverage Ratio on the last day of the
   immediately preceding fiscal quarter was less than 2.75 to 1.00, but only to
   the extent that the Company shall have delivered to the Administrative Agent
   within 45 days after such last day a certificate of a Financial Officer of
   the Company setting forth computations in reasonable detail satisfactory to
   the Administrative Agent showing that the Total Leverage Ratio was less than
   2.75 to 1.00 on such last day.

     9. Section 1.01 of the Credit Agreement is further amended by inserting the
following new definitions in the appropriate alphabetical order:

     "Additional Dollar Term Loans" shall mean any New B Term Loans which are
   not added to the then outstanding Original Dollar Term Loans because such New
   B Term Loans have a different Applicable Margin than that applicable to the
   Original Dollar Term Loans.

     "First Amendment" shall mean the First Amendment to this Agreement, dated
   as of November 28, 2005.


                              -5-





     "First Amendment Effective Date" shall have the meaning assigned to such
   term in the First Amendment.

     "Increased Amount Date" shall have the meaning provided in Section 2.23.

     "New B Term Lender" shall have the meaning provided in Section 2.23.

     "New B Term Loan Joinder Agreement" shall have the meaning provided in
   Section 2.23.

     "New B Term Loans" shall have the meaning provided in Section 2.23.

     "Original Dollar Term Loans" shall mean each Term Loan (x) that was first
   incurred prior to the Restatement Effective Date denominated in Dollars and
   continued as a Term Loan denominated in Dollars on such date pursuant to
   Section 2.01(a)(i) and (y) first incurred on or after the Restatement
   Effective Date as a Term Loan denominated in Dollars (other than any
   Additional Dollar Term Loan).

     10. Section 2.05(b) of the Credit Agreement is hereby amended by deleting
the amount "$150,000,000" appearing therein and inserting the amount
"$200,000,000" in lieu thereof.

     11. For the avoidance of doubt, it is understood and agreed that the
amounts of the remaining scheduled repayments of principal of Term Loans after
giving effect to this First Amendment shall remain unchanged from the schedule
set forth in Section 2.10(a) of the Credit Agreement.

     12. Section 2.12 of the Credit Agreement is hereby amended by inserting the
following new clause (f) at the end thereof:

     "(f) All voluntary prepayments of Original Dollar Term Loans effected on or
   prior to the first anniversary of the First Amendment Effective Date with the
   proceeds of a substantially concurrent issuance or incurrence of new term
   loans under this Agreement (including by way of conversion of any Original
   Dollar Term Loans into any such new tranche of replacement term loans (as
   Replacement Term Loans or otherwise), but excluding Replacement Term Loans
   contemplated by the First Amendment), as amended, amended and restated,
   supplemented, waived or otherwise modified from time to time (excluding a
   refinancing of all the Facilities outstanding under this Agreement in
   connection with another transaction not permitted by this Agreement (as
   determined prior to giving effect to any amendment or waiver of this
   Agreement being adopted in connection with such transaction)), shall be
   accompanied by a prepayment fee equal to 1.00% of the aggregate amount of
   such prepayments if the Applicable Margin (or similar interest rate spread)
   applicable to such new term loans is or, upon the satisfaction of certain
   conditions, could be less than the Applicable Margin applicable to the
   Original Dollar Term Loans as of the First Amendment Effective Date."


                              -6-




     13. Article II of the Credit Agreement is hereby further amended by
   inserting the following new Section 2.23 at the end thereof:

         "SECTION 2.23 New B Term Loans.

         (a)   New B Term  Commitments.  At any time prior to the date which is
     12 months prior to the Term Loan Maturity Date, the Company may by written
     notice to the Administrative Agent elect to request New B Term Lenders to
     provide Commitments to make incremental B Term Loans hereunder ("New B Term
     Loans) in an aggregate principal amount not to exceed $250.0 million the
     proceeds of which are to be used for general corporate purposes. Such
     notice shall specify the date (the "Increased Amount Date") on which the
     Company proposes that the borrowing of such New B Term Loans be made, which
     shall be a date not less than 10 Business Days after the date on which such
     notice is delivered to the Administrative Agent and prior to the date which
     is 12 months prior to the Term Loan Maturity Date. The Company shall notify
     the Administrative Agent in writing of the identity of each Term Lender or
     other financial institution reasonably acceptable to the Administrative
     Agent (each, a "New B Term Lender") to whom such new Commitments have been
     (in accordance with the prior sentence) allocated and the amounts of such
     allocations; provided that any Lender requested to provide all or a portion
     of such new Commitments may elect or decline, in its sole discretion, to
     provide a new Commitment. New B Term Loans shall be made on the Increased
     Amount Date; provided that (1) all such New B Term Loans shall be made in
     Dollars, (2) all such New B Term Loans shall be added to, and thereafter
     constitute, the then outstanding Original Dollar Term Loans for all
     purposes hereunder, although the Company may elect (which election may only
     be made twice) to designate New B Term Loans as Additional Dollar Term
     Loans hereunder by written notice to the Administrative Agent to the extent
     that the Applicable Margin for such New B Term Loans will be different than
     that applicable to the Original Term Loans or any Additional Dollar Term
     Loans theretofore incurred and then outstanding, (3) no Default or Event of
     Default shall exist on the Increased Amount Date before or after giving
     effect to such B New Term Loans, (4) Holdings shall be in compliance, on a
     Pro Forma Basis after giving effect to the incurrence of such New B Term
     Loans and the application of the proceeds thereof (and assuming that all
     New B Term Loans to be incurred on the relevant Increased Amount Date had
     been incurred on the first day, and had remained outstanding throughout,
     the relevant fiscal quarter), with the Financial Performance Covenants
     recomputed as at the last day of the most recently ended fiscal quarter of
     Holdings and the Subsidiaries, and Holdings shall deliver to the
     Administrative Agent a certificate of a Responsible Officer of Holdings to
     such effect, together with all relevant financial information and
     computations demonstrating (in reasonable detail) same, (5) the
     Administrative Agent shall have received a certificate of a Financial
     Officer of Holdings certifying that the New B Term Loans to be incurred on
     the relevant Increased Amount Date shall constitute "Designated Senior
     Debt" and "Senior Debt' under the Senior Subordinated Note Indenture (or
     the equivalent terms under any indenture governing any Permitted Senior
     Subordinated Debt Securities), (6) the Administrative Agent shall have
     received a certificate of a


                                -7-




     Financial Officer of Holdings (setting forth computations in reasonable
     detail satisfactory to it) certifying that the New B Term Loans to be
     incurred on the relevant Increased Amount Date are permitted by the terms
     of the outstanding Indebtedness of Holdings and its Subsidiaries,
     including, without limitation, the Senior Subordinated Notes and any
     Permitted Senior Subordinated Debt Securities and (7) such new Commitments
     shall be evidenced by one or more joinder agreements (each, a "New B Term
     Loan Joinder Agreement") executed and delivered to the Administrative Agent
     by each New B Term Lender, as applicable, and each shall be recorded in the
     Register, each of which shall be subject to the requirements set forth in
     Section 2.17(e).

         (b)  On the Increased  Amount Date,  subject to the  satisfaction of
     the foregoing terms and conditions, (i) each New B Term Loan shall be
     deemed for all purposes a B Term Loan hereunder, (ii) each New B Term
     Lender shall become a Term Lender with respect to the Term Loans and all
     matters relating thereto, (iii) the New B Term Loans shall have the same
     terms as the existing B Term Loans and be made by each New B Term Lender on
     the Increased Amount Date; provided that (x) the Applicable Margin for any
     New B Term Loans designated as Additional Dollar Term Loans shall be that
     percentage per annum set forth in the relevant New B Term Loan Joinder
     Agreement (or, in the case of any Additional Dollar Term Loans extended
     pursuant to more than one New B Term Loan Joinder Agreement on the relevant
     Increased Amount Date, as may be provided in the first New B Term Loan
     Joinder Agreement executed and delivered with respect to such Additional
     Dollar Term Loans); and (y) in no event shall the Applicable Margin as set
     forth in any such New B Term Loan Joinder Agreement for any Additional
     Dollar Term Loans exceed the Applicable Margin for Original Dollar Term
     Loans (as in effect on the First Amendment Effective Date) by more than
     0.25%, and (iv) upon making the New B Term Loans on the Increased Amount
     Date, the new Commitments in respect thereof shall terminate. All New B
     Term Loans made on any Increased Amount Date will be made in accordance
     with the procedures set forth in Sections 2.02 and 2.03 and subject to the
     conditions specified in Section 4.01.

         (c)  The Administrative Agent shall notify the Lenders promptly upon
     receipt of the Company's notice of the Increased Amount Date and, in
     respect thereof, the new Commitments and the New B Term Lenders in respect
     thereof.

         (d)  In connection  with the  incurrence of New B Term Loans  pursuant
     to this Section 2.23, the Lenders and the Borrowers hereby agree that,
     notwithstanding anything to the contrary contained in this Agreement, the
     Company and the Administrative Agent may take all such actions as may be
     necessary to ensure that all Lenders with outstanding B Term Loans continue
     to participate in each Borrowing of outstanding B Term Loans (after giving
     effect to the incurrence of New B Term Loans pursuant to this Section 2.23)
     on a pro rata basis, including by adding the New B Term Loans to be so
     incurred to the then outstanding Borrowings of B Term Loans on a pro rata
     basis even though as a result thereof such New B Term Loans (to the extent
     required to be maintained as Eurocurrency Term Loans) may effectively have
     a shorter Interest Period than the



                                  -8-





     then outstanding Borrowings of B Term Loans, and it is hereby agreed that
     the Company shall pay to such New B Term Lenders such amounts necessary, as
     reasonably determined by such New B Term Lenders, to compensate such New B
     Term Lender for making such New B Term Loans during an existing Interest
     Period (rather than at the beginning of the respective Interest Period,
     based upon the rates then applicable thereto), it being understood and
     agreed, however, that each incurrence of Additional Dollar Term Loans
     incurred pursuant to this Section 2.23 shall be made and maintained as
     separate Borrowings from the Original Dollar Term Loans and, to the extent
     such Additional Dollar Term Loans have a different Applicable Margin from
     any Additional Dollar Term Loans then outstanding, from such then
     outstanding Additional Dollar Term Loans."


         14.  Section 3.12 of the Credit Agreement is hereby amended by
     inserting the following new sentence at the end thereof:

         "The Company will use the proceeds of New B Term Loans (net of a
         portion of such proceeds used to satisfy related fees and expenses)
         made to it on each Increased Amount Date for general corporate
         purposes."

         15.  Section 5.10(a) of the Credit Agreement is hereby amended by
     inserting the following new text immediately after the text "that the
     Administrative Agent may reasonably request" appearing therein:

         "(including the execution, delivery and recording of Mortgage
         amendments as a result of the Replacement Term Loans contemplated by
         the First Amendment and/or the making of New B Term Loans contemplated
         by Section 2.23)".

II.  Miscellaneous Provisions.

         1.  In order to induce the Lenders to enter into this First Amendment,
each of Holdings and the Borrowers hereby represent and warrant that (i) no
Default or Event of Default exists as of the First Amendment Effective Date both
before and after giving effect to this First Amendment and the making of
Replacement B Term Loans as contemplated herein, and (ii) all of the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on the First Amendment Effective Date both
before and after giving effect to this First Amendment and the making of
Replacement B Term Loans as contemplated herein, with the same effect as though
such representations and warranties had been made on and as of the First
Amendment Effective Date (except to the extent that any representation or
warranty expressly relates to an earlier date, in which case such representation
and warranty shall be true and correct in all material respects as of such
earlier date).

         2.  This First Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Loan Document.

         3.  This First Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the



                                 -9-






same instrument. A complete set of counterparts shall be lodged with the Company
and the Administrative Agent.

          4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          5. This First Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of the following conditions shall have been
satisfied:

          (i)  the Administrative Agent, the Company, each other Loan Party, the
     Required Lenders, and each Lender with a B Term Loan Commitment in Dollars
     as shown in the Register (and required to make (or convert) Replacement B
     Term Loans in Dollars) as of the First Amendment Effective Date (which in
     aggregate total amount shall equal $1,389,659,098.24) shall have signed a
     counterpart hereof (whether the same or different counterparts) and shall
     have delivered (including by way of facsimile transmission) the same to
     White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036
     Attention: Lisa Alexander (facsimile number 212-354-8113) (with the date of
     the satisfaction of the condition described in this clause (i) being herein
     called the "First Amendment Execution Date");

         (ii)   the Company shall have paid in full (x) all fees, costs and
     expenses (including legal fees and expenses) then due and payable pursuant
     to the Credit Agreement, (y) any amounts owing to a Lender pursuant to the
     last sentence of paragraph numbered 1 of Part I hereof, to the extent
     requested by such Lender of the Company at least three Business Days prior
     to the date when all other conditions to the First Amendment Effective Date
     have been satisfied (the "Notice Deadline"), it being understood and agreed
     that to the extent any such amounts are requested by a Lender after the
     Notice Deadline, the Company shall pay such amounts within 3 Business Days
     after the request therefor and (z) the principal of all outstanding B Term
     Loans (together with all accrued and unpaid interest thereon) which are not
     being converted into Replacement B Term Loans in accordance with the terms
     of this First Amendment;

         (iii)  there shall have been delivered to Administrative Agent copies
     of resolutions of the board of directors of each Loan Party approving and
     authorizing the execution, delivery and performance of this First
     Amendment, certified as of the First Amendment Effective Date by the
     corporate secretary or an assistant secretary of such Loan Party as being
     in full force and effect without modification or amendment; and

         (iv) the Administrative Agent shall have received from Simpson
     Thacher & Bartlett LLP, special New York counsel to the Loan Parties, an
     opinion addressed to each Agent and each of the Lenders and dated the First
     Amendment Effective Date, which opinion shall be in form and substance
     reasonably satisfactory to the Administrative Agent.



                                    -10-




          6. By executing and delivering a copy hereof, each Loan Party hereby
agrees that all Loans (including, without limitation, the Replacement B Term
Loans and all New B Term Loans) shall be fully guaranteed pursuant to the
Holdings Agreement and the U.S. Collateral Agreement in accordance with the
terms and provisions thereof and shall be fully secured pursuant to the Security
Documents.

          7. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the other Loan Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement, as modified
hereby.

                                    * * *




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