AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS'
AGREEMENT
This Amendment No. 2 to the Third Amended and Restated
Shareholders'
Agreement, dated as of October 31, 2005, as amended (the
"Agreement"), by and
among Celanese Corporation, a Delaware corporation (formerly known
as Blackstone
Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the
"Company"), Blackstone
Capital Partners (Cayman) Ltd. 1 ("BCP 1"), Blackstone Capital
Partners (Cayman)
Ltd. 2 ("BCP 2"), Blackstone Capital Partners (Cayman) Ltd. 3 ("BCP
3" and,
together with BCP 1 and BCP 2 and their respective successors and
Permitted
Assigns, the "Blackstone Entities"), each an exempted company
incorporated under
the laws of the Cayman Islands, and BA Capital Investors Sidecar
Fund, L.P., a
Cayman Islands limited partnership ("BACI"), is made this ___ day
of March 2006,
by and among the Company, the Blackstone Entities and BACI.
Capitalized terms
used herein and not otherwise defined herein shall have the
meanings assigned to
them in the Agreement.
WHEREAS, in connection with, and effective upon, the consummation
of
the Secondary Offering of the Company, the parties entered into the
Agreement in
order to set forth certain understandings regarding the governance
of the
Company and the relationship among the Company and the
Shareholders;
WHEREAS, the parties entered into Amendment No. 1 to the Third
Amended
and Restated Shareholders' Agreement, effective as of November 14,
2005.
WHEREAS, the parties desire to amend the Agreement pursuant to
Section
5.7
