Exhibit 4.2
Domination and Profit and Loss Transfer Agreement
-------------------------------------------------
between
BCP Crystal Acquisition GmbH & Co. KG, Stuttgart
- "BCP" -
and
Celanese AG, Kronberg i.T.
- "Celanese" -
(1)
Celanese
shall submit the
management of its company under the control of
BCP.
(2)
In accordance with this, BCP shall be entitled to give instructions
to the
management
board
of
Celanese
with
respect
to the
management
of the
company.
Section 2
Profit Transfer
(1)
Celanese is obligated to transfer
its entire
profits to BCP.
Subject to
the creation or dissolution of reserves in accordance with para. 2
of this
Section 2 the annual net income
which
would
accrue
without
the profit
transfer,
reduced by a possible
loss carried
forward from the preceding
year
and
the
amount
to be
allocated
to the
legal
reserve,
must be
transferred.
(2)
With the consent of BCP,
Celanese
may
allocate
parts of the annual net
income
to other
earnings
reserves
(Section
272
para 3 of the
German
Commercial
Code),
insofar as this is admissible under commercial law and
economically
justified by a sound
commercial
judgement.
Other earnings
reserves
pursuant to Section 272, para. 3 of the German
Commercial
Code
created
during the term of this
Agreement
shall be
dissolved
upon the
demand of BCP and used to compensate an annual net loss or
transferred as
profits.
Other reserves and profit
carried
forward from the time before
the term of this
Agreement
may not be
transferred
as profit or used to
compnesate an annual net loss.
(3)
The
obligation
to transfer
profit first applies to the entire profit of
the
(short)
fiscal
year
in
which
this
Agreement
becomes
valid
in
accordance with Section 6, para. 2, sentence 1 (retroactive
effect of the
profit
transfer
to
the
beginning
of the
(short)
fiscal
year).
The
obligation
becomes due at the end of each fiscal year and bears
interest
of 5% p.a. from that date.
Section 3
Assumption of Loss
(1)
BCP is
obligated
to
compensate
Celanese
for each annual net loss that
would otherwise arise during the term of this Agreement,
unless such loss
is compensated for by withdrawing,
in accordance with Section 2, para. 2,
sentence
2,
amounts
from the
other
earnings
reserves
that have been
allocated to them during the term of this Agreement.
(2)
Section 2, para. 3 applies correspondingly to the obligation to
compensate
losses.
2
Section 4
Guaranteed Dividend
(1)
BCP hereby
guarantees
vis-a-vis the outside
shareholders of Celanese an
adequate
guaranteed
dividend
in the form of a
recurring
cash
payment
(guaranteed dividend).
This guaranteed dividend payment shall add up to a
gross amount of EUR 3.27 per non-par value share for each full
fiscal year
minus corporation tax and solidarity surcharge in accordance with
the rate
applicable to each of these taxes for the fiscal year
concerned,
whereby
this
deduction
is to be
calculated
only on the
basis
of the pro rata
guaranteed
dividend of EUR 1.45 per non-par value share,
included in the
gross
amount,
arising from profits
subject to German
corporation
tax.
Taking into account the
circumstances
at the time of the
conclusion
of
this Agreement,
25% corporation tax plus 5.5% solidarity surcharge,
that
is EUR 0.38,
are deducted
from the pro rata
guaranteed
dividend of EUR
1.45 per non-par
value share
arising from the profits
subject to German
corporation tax. Together with the remaining pro rata guraranteed
dividend
of EUR 1.82 per non-par
value share
arising
from profits not subject to
German
corporation tax and taking into account the
circumstances
at the
time of the
conclusion
of this
Agreement,
this results in a guaranteed
dividend
payment in the amount of EUR 2.89 per non-par
value share for a
full fiscal year.
(2)
The guaranteed
dividend payment shall become due on the first banking day
following the annual
shareholders'
meeting of Celanese for the preceding
fiscal year. The guaranteed
dividend shall be granted
beginning with the
fiscal
year in which
this
Agreement
takes
effect in
accordance
with
Section 6, para 2. If this Agreement
terminates
during a Celanese fiscal
year or if, during the period of time for which the obligation to
transfer
profit in
accordance
with Section 2, para. 3 applies,
Celanese
forms a
short
fiscal
year,
the
guaranteed
dividend
shall be reduced pro rata
temporis.
(3)
If
Celanese's
share
capital is
inc
