Common use of Co-Manufacturer Agreement Clause in Contracts

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of ING Bank N.V. and Deutsche Bank AG, London Branch (each, a “Manufacturer”, and together, the “Manufacturers”) understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters and the Companies note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and (b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, each of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.X. Xxxxxx Securities plc (each a “UK Manufacturer” and together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters and the Companies note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities.

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, : (i) each of ING Banco Bilbao Vizcaya Argentaria, S.A., UniCredit Bank N.V. AG and Deutsche Crédit Agricole Corporate and Investment Bank AG, London Branch (each, each a “Manufacturer”, ” and together, together “the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The ; and (ii) each of the Underwriters (other than the Manufacturers) and the Companies Issuers note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and. (b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, : (i) each of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank X.X. Xxxxxx Securities plc, Banco Bilbao Vizcaya Argentaria, S.A. and J.X. Xxxxxx Securities plc UniCredit Bank AG (each a “UK Manufacturer” and together, together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The ; and (ii) each of the Underwriters (other than the UK Manufacturers) and the Companies Issuers note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities.

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of ING Bank N.V. and Deutsche Bank AG, London Branch and UniCredit Bank AG (each, a “Manufacturer”, ” and together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Each of the Underwriters (other than those not subject to the Product Governance Rules), the Company, and the Companies Guarantors note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and. (b) UK Co-Manufacturer Agreement. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, Rules (a) each of Citigroup Global Markets LimitedDeutsche Bank, Deutsche Bank AG, London Branch, HSBC Bank X.X. Xxxxxx Securities plc, MLI, UniCredit Bank AG and J.X. Xxxxxx Securities Xxxxxxx & Co. International plc (each a “UK Manufacturer” and together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters ; and (b) each of the Underwriters, the Issuer and the Companies Guarantors note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers Manufacturer and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CELANESE US HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President CELANESE CORPORATION as Guarantor By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer CELANESE AMERICAS LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE ACETATE LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE CHEMICALS, INC. as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CNA HOLDINGS LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE INTERNATIONAL CORPORATION as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELTRAN, INC. as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer KEP AMERICAS ENGINEERING PLASTICS, LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer TICONA FORTRON INC. as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer TICONA POLYMERS, INC. as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer TICONA LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE GLOBAL RELOCATION LLC as Guarantor By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE SALES U.S. LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorised Signatory By: X.X. XXXXXX SECURITIES PLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Delegated Signatory SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Head of Debt Syndication UNICREDIT BANK AG By: /s/ X. Xxxxxxxxxx Name: X. Xxxxxxxxxx Title: MD, DCM By: /s/ X. Xxxxxx Name: X. Xxxxxx Title: Director, DCM COMMERZBANK AKTIENGESELLSCHAFT By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Counsel XXXXXX XXXXXXX & CO. INTERNATIONAL PLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director MUFG SECURITIES EMEA PLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorised Signatory Underwriters Aggregate Principal Amount of Securities to be Purchased Deutsche Bank AG, London Branch €100,000,000 X.X. Xxxxxx Securities plc 100,000,000 Xxxxxxx Xxxxx International 100,000,000 Barclays Bank PLC 40,000,000 Citigroup Global Markets Limited 40,000,000 SMBC Nikko Capital Markets Limited 40,000,000 UniCredit Bank AG 40,000,000 MUFG Securities EMEA plc 13,350,000 Xxxxxx Xxxxxxx & Co. International plc 13,350,000 Commerzbank Aktiengesellschaft 13,300,000 Total €500,000,000 Celanese Americas LLC Celanese Acetate LLC Celanese Chemicals, Inc. CNA Holdings LLC Celanese International Corporation Celtran, Inc. KEP Americas Engineering Plastics, LLC Ticona Fortron Inc. Ticona Polymers, Inc. Ticona LLC Celanese Global Relocation LLC Celanese Ltd. Celanese Sales U.S. Ltd. 1. Final Term Sheet dated September 2, 2021, substantially in the form filed with the Commission. 2. Any electronic road show. Form of opinion of Xxxxxx Xxxx & Xxxxxxxx LLP to be delivered pursuant to Section 5 of the Underwriting Agreement. Opinion of Xxxxxxx Xxxxxxxx, Vice President, Deputy General Counsel and Assistant Secretary of the Parent Guarantor delivered pursuant to Section 5 of the Underwriting Agreement. (i) Neither the Company nor any of the Guarantors is in violation of its Organizational Documents. (ii) All of the issued and outstanding capital stock of the Company and each Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Parent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or threatened claim.

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of ING Bank N.V. and Deutsche Bank AG, London Branch (each, a “Manufacturer”, and together, the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Each of the Underwriters (other than those not subject to the Product Governance Rules), the Company and the Companies Guarantors note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and. (b) UK Co-Manufacturer Agreement. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, Rules (a) each of Citigroup Global Markets LimitedCitigroup, Deutsche Bank AGBank, London BranchHSBC, HSBC Bank plc, and J.X. Xxxxxx Securities plc and MLI (each a “UK Manufacturer” and together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters ; and (b) each of the Underwriters, the Issuer and the Companies Guarantors note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CELANESE US HOLDINGS LLC By: /s/ Sxxxx X. Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxxxx Title: President CELANESE CORPORATION as Guarantor By: /s/ Sxxxx X. Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer CELANESE AMERICAS LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE ACETATE LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE CHEMICALS, INC. as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CNA HOLDINGS LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE INTERNATIONAL CORPORATION as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELTRAN, INC. as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer KEP AMERICAS ENGINEERING PLASTICS, LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer TICONA FORTRON INC. as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer TICONA POLYMERS, INC. as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer TICONA LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE GLOBAL RELOCATION LLC as Guarantor By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer CELANESE SALES U.S. LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Delegated Signatory By: /s/ Bxx Xxxxxxxxxxx Name: Bxx Xxxxxxxxxxx Title: Managing Director By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Managing Director By: /s/ Kxxx Xxxxx Name: Kxxx Xxxxx Title: Managing Associate General Counsel By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Executive Director By: /s/ Axxxx Xxxxxxxx Name: Axxxx Xxxxxxxx Title: Authorised Signatory By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Authorised Signatory By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Head of Debt Syndication By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Managing Director By: /s/ Fabio Dxxxx Xxxxx Name: Fabio Dxxxx Xxxxx Title: Managing Director By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Axxx Xxxxxxx Name: Axxx Xxxxxxx Title: Managing Director By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director By: /s/ Mxxxxxxx x’Xxxxx Name: Mxxxxxxx x’Xxxxx Title: DCM Executive Director By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: DCM By: /s/ Sxx Xxxxxxx Name: Sxx Xxxxxxx Title: Vice President By: /s/ Pxxxxxx Xxxxxx-Liot Name: Pxxxxxx Xxxxxx-Liot Title: Managing Director, Debt Capital Markets By: /s/ Bxxxxxx Xxxxxxx Name: Bxxxxxx Xxxxxxx Title: Director Mxxxxxx Lxxxx International € 350,000,000 € 175,000,000 Citigroup Global Markets Limited € 90,000,000 € 45,000,000 Deutsche Bank AG, London Branch € 90,000,000 € 45,000,000 HSBC Bank plc € 90,000,000 € 45,000,000 J.X. Xxxxxx Securities plc € 90,000,000 € 45,000,000 MUFG Securities EMEA plc € 41,250,000 € 20,625,000 SMBC Nikko Capital Markets Limited € 41,250,000 € 20,625,000 UniCredit Bank AG € 41,250,000 € 20,625,000 U.S. Bancorp Investments, Inc. € 41,250,000 € 20,625,000 Mxxxxx Sxxxxxx & Co. International plc € 27,500,000 € 13,750,000 PNC Capital Markets LLC € 27,500,000 € 13,750,000 Banco Santander, S.A. € 17,500,000 € 8,750,000 Gxxxxxx Sachs & Co. LLC € 17,500,000 € 8,750,000 Standard Chartered Bank € 17,500,000 € 8,750,000 The Toronto-Dominion Bank € 17,500,000 € 8,750,000 Total € 1,000,000,000 € 500,000,000 Celanese Acetate LLC Celanese Americas LLC Celanese Chemicals, Inc. Celanese Global Relocation LLC Celanese International Corporation Celanese Ltd. Celanese Sales U.S. Ltd. Celtran, Inc. CNA Holdings LLC KEP Americas Engineering Plastics, LLC Ticona Fortron Inc. Ticona LLC Ticona Polymers, Inc. 1. Final Term Sheet dated July 12, 2022, substantially in the form filed with the Commission. 2. Any electronic road show.

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of ING Bank N.V. and Deutsche Bank AG, London Branch Xxxxxx, Xxxxxxx Xxxxx International and X.X. Xxxxxx Securities plc (each, each a “Manufacturer”, ” and together, together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters Each of the Company, the Guarantors and the Companies Barclays Bank PLC, Citigroup Global Markets Limited, HSBC Securities (USA) Inc., Xxxxxx Xxxxxxx & Co. International plc, MUFG Securities EMEA plc, PNC Capital Markets LLC, SMBC Nikko Capital Markets Limited and UniCredit Bank AG note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and (b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, each of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.X. Xxxxxx Securities plc (each a “UK Manufacturer” and together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters and the Companies note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CELANESE US HOLDINGS LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President CELANESE CORPORATION as Guarantor By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Senior Vice President and Chief Financial Officer CELANESE AMERICAS LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE ACETATE LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE CHEMICALS, INC. as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CNA HOLDINGS LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE INTERNATIONAL CORPORATION as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELTRAN, INC. as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer KEP AMERICAS ENGINEERING PLASTICS, LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer TICONA FORTRON INC. as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer TICONA POLYMERS, INC. as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer TICONA LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE GLOBAL RELOCATION LLC as Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer CELANESE SALES U.S. LTD. as Guarantor By: CELANESE INTERNATIONAL CORPORATION, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. DEUTSCHE BANK AG, LONDON BRANCH Acting on behalf of itself and as the Representative of the several Underwriters By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director By: XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: X.X. XXXXXX SECURITIES PLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: BARCLAYS BANK PLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorised Attorney By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Delegated Signatory By: HSBC SECURITIES (USA) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: XXXXXX XXXXXXX & CO. INTERNATIONAL PLC By: /s/ Valentino Belgioioso Name: Valentino Belgioioso Title: Vice President By: MUFG SECURITIES EMEA PLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director By: PNC CAPITAL MARKETS LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director By: SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: General Counsel By: UNICREDIT BANK AG By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director Underwriters Aggregate Principal Amount of Securities to be Purchased Deutsche Bank AG, London Branch €100,000,000 X.X. Xxxxxx Securities plc 100,000,000 Xxxxxxx Xxxxx International 100,000,000 Barclays Bank PLC 35,000,000 Citigroup Global Markets Limited 35,000,000 HSBC Securities (USA) Inc. 35,000,000 Xxxxxx Xxxxxxx & Co. International plc 35,000,000 MUFG Securities EMEA plc 15,000,000 PNC Capital Markets LLC 15,000,000 SMBC Nikko Capital Markets Limited 15,000,000 UniCredit Bank AG 15,000,000 Total €500,000,000 Celanese Americas LLC Celanese Acetate LLC Celanese Chemicals, Inc. CNA Holdings LLC Celanese International Corporation Celtran, Inc. KEP Americas Engineering Plastics, LLC Ticona Fortron Inc. Ticona Polymers, Inc. Ticona LLC Celanese Global Relocation LLC Celanese Ltd. Celanese Sales U.S. Ltd. 1. Final Term Sheet dated October 29, 2018, substantially in the form filed with the Commission. 2. Any electronic road show. Form of opinion of Xxxxxx Xxxx & Xxxxxxxx LLP to be delivered pursuant to Section 5 of the Underwriting Agreement. Opinion of Xxxxx X. Xxxxxxx III, Vice President, Deputy General Counsel and Corporate Secretary of the Parent Guarantor delivered pursuant to Section 5 of the Underwriting Agreement. (i) Neither the Company nor any of the Guarantors is in violation of its Organizational Documents. (ii) All of the issued and outstanding capital stock of the Company and each Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Parent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or threatened claim.

Co-Manufacturer Agreement. (a) [Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “MIFID Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the MIFID Product Governance Rules, (i) each of ING Bank N.V. [•], [•] and Deutsche Bank AG, London Branch [•] (each, each a “Manufacturer”, ” and together, together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the MIFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus Supplement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in connection with the Securities. The , and (ii) the Underwriters and the Companies note the application of the MIFID Product Governance Rules and the Underwriters acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer Manufacturers and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus Supplement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in connection with the Securities; and.] (b) [Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, (i) each of Citigroup Global Markets Limited[•], Deutsche Bank AG[•] and [•] (each, London Branch, HSBC Bank plc, and J.X. Xxxxxx Securities plc (each a “UK Manufacturer” and and, together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus Supplement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in connection with the Securities. The ; and (ii) the Underwriters and the Companies note the application of the UK MiFIR Product Governance Rules and the Underwriters acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus Supplement or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in connection with the Securities.]

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, : (i) each of ING Bank N.V. and Deutsche Bank AG, London Branch Aktiengesellschaft and BofA Securities Europe SA (each, each a “Manufacturer”, ” and together, together “the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The ; and (ii) each of the Underwriters (other than the Manufacturers) and the Companies Issuers note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and. (b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, : (i) each of Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Xxxxxx Xxxxxxx & Co. International plc and Standard Chartered Bank AG, London Branch, HSBC Bank plc, and J.X. Xxxxxx Securities plc (each a “UK Manufacturer” and together, together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The ; and (ii) each of the Underwriters (other than the UK Manufacturers and BofA Securities Europe SA) and the Companies Issuers note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities.

Co-Manufacturer Agreement. (a) Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, (a) each of ING Bank N.V. and Deutsche Bank AG, London Branch the Representatives (each, each a “Manufacturer”, ” and together, together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in connection with the Securities. The Underwriters , and (b) the Companies Representatives note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities; and (b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules, each of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.X. Xxxxxx Securities plc (each a “UK Manufacturer” and together, the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure Package and the Final Prospectus in connection with the Securities. The Underwriters and the Companies note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Registration Statement, the Pricing Disclosure Package and Package, the Final Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in connection with the Securities.. Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters. Very truly yours, ASIAN INFRASTRUCTURE INVESTMENT BANK By: Acting on behalf of ourselves and the other several Underwriters named in Schedule II attached to the foregoing letter, we hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. By: By: By: Date of Underwriting Agreement: Applicable Time: Registration Statement Number: Representatives: Title: Principal Amount: Maturity: Interest Rate: Currency of Security: Interest Payment Dates: Record Dates: Combined Underwriting and Management Commission and Selling Concession: Purchase Price: Public Offering Price: Currency of Payment: Method of Payment of Purchase Price: Ratings: Funds for Payment of Purchase Price: Sinking Fund Provisions: Redemption Provisions: Form of Security: Denomination: Closing Date, Time and Location: Securities Exchange for Listing: Notices to Underwriters: Name and Address of Underwriter Principal Amount of Securities to be Purchased Total A. Pricing Disclosure Package