Form 8-K

8-K — Celanese Corp

Accession: 0001104659-26-090359

Filed: 2026-08-04

Period: 2026-07-31

CIK: 0001306830

SIC: 2820 (PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS))

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2622089d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2622089d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-07-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 4, 2026 (July 31, 2026)

CELANESE

CORPORATION

(Exact name of registrant as specified in

its charter)

Delaware

001-32410

98-0420726

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

222

West Las Colinas Blvd. Suite 900N, Irving,

TX 75039

(Address of Principal Executive Offices) (Zip

Code)

Registrant's telephone number, including area

code: (972) 443-4000

N/A

(Former name or former address,

if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

New York Stock Exchange

2.125%

Senior Notes due 2027

/27

New

York Stock Exchange

0.625%

Senior Notes due 2028

/28

New

York Stock Exchange

5.337%

Senior Notes due 2029

/29A

New

York Stock Exchange

5.000% Senior Notes due 2031

/31

New

York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On July 31, 2026, Celanese US Holdings LLC (“Celanese

US”), a wholly-owned subsidiary of Celanese Corporation (the “Company”) entered into a First Amendment to Credit Agreement

(the “Amendment”), which amends the Credit Agreement, dated as of August 11, 2025, by and among the Company, Celanese US,

as borrower, certain subsidiaries of Celanese US from time to time party thereto as borrowers, each lender from time to time party thereto

and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to July 31, 2026,

the “Revolving Credit Agreement").

The Amendment (i) increases the consolidated net

leverage ratio financial covenant level applicable under the Revolving Credit Agreement from the fiscal quarter ending March 31, 2027

through the maturity date to initially 5.50:1.00 and provides for modified step-down levels for such covenant thereafter, (ii) increases

the size of the combined negative covenant baskets available under the Revolving Credit Agreement for incurring debt of foreign subsidiaries

in connection with acquisitions by such foreign subsidiaries and for incurring debt of Chinese subsidiaries for corporate purposes from

$900 million to $1,050 million, and (iii) makes certain other modifications.

The foregoing description does not constitute a

complete summary of the terms of the Amendment and is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit

10.1 to this Current Report, which is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report is incorporated

by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit

Number

Description

10.1

First Amendment to Credit

Agreement, dated as of July 31, 2026, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party

thereto, each lender party thereto, Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated

as of August 11, 2025.*

104

Cover Page Interactive

Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The

Company will furnish a copy of such omitted documents to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELANESE CORPORATION

By:

/s/ ASHLEY B. DUFFIE

Name:

Ashley B. Duffie

Title:

Senior Vice President, General Counsel and Corporate Secretary

Date:

August 4, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2622089d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT,

dated as of July 31, 2026 (this “First Amendment”), by and among Celanese Corporation, a Delaware corporation

(“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), the

Subsidiary Guarantors party hereto, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”)

for the Lenders (as defined below) and each of the Consenting Lenders (as defined below).

W I T N E S S E T H:

WHEREAS, Holdings, the Company,

each lender from time to time party thereto (the “Lenders”) and the Administrative Agent have entered into the Revolving

Credit Agreement, dated as of August 11, 2025 (the “Credit Agreement”; capitalized terms not otherwise defined

in this First Amendment have the same meanings assigned thereto in the Credit Agreement); and

WHEREAS, pursuant to Section 10.01

of the Credit Agreement, the Company has requested that the Lenders consent to the amendment of certain provisions of the Credit Agreement

as set forth in this First Amendment, and subject to the satisfaction of the conditions set forth herein, the Lenders party hereto (collectively,

the “Consenting Lenders”) constituting not less than the Required Lenders are willing to do so, on the terms set forth

herein; and

WHEREAS, BofA Securities, Inc.

is engaged by the Company to act as the lead arranger for the transactions contemplated under this First Amendment (in such capacity,

the “First Amendment Lead Arranger”);

NOW, THEREFORE, in consideration

of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the

parties hereto hereby agree as follows:

SECTION 1.

Amendments to Credit Agreement.

(a)            Section 1.01

of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definition:

““First Amendment Effective

Date” means July 31, 2026.”

(b)            The

definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety

to read as follows:

“Applicable Rate” means, from

time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

Applicable Rate

Pricing

Level

Debt Ratings S&P /

Moody’s / Fitch

Commitment

Fee

Daily SOFR

Loan

Margin,

Term SOFR

Loan Margin,

Alternative

Currency Loan

Margin and

Letter of Credit

Fee

Base Rate

Margin

A- / A3 / A- or better

0.090 %

1.000 %

0.000 %

BBB+ / Baa1 / BBB+

0.100 %

1.125 %

0.125 %

BBB / Baa2 / BBB

0.125 %

1.250 %

0.250 %

BBB- / Baa3 / BBB-

0.175 %

1.375 %

0.375 %

BB+ / Ba1 / BB+

0.225 %

1.625 %

0.625 %

BB / Ba2 / BB

0.350 %

2.000 %

1.000 %

BB- / Ba3 / BB- or worse

0.400 %

2.250 %

1.250 %

Initially, the Applicable

Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii) on

the Closing Date. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be

effective, in the case of an upgrade, during the period commencing on the date of delivery by the Company to the Administrative Agent

of notice thereof pursuant to Section 6.03 and ending on the date immediately preceding the effective date of the next such

change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the

date immediately preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change,

or if any of such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders

shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such

rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating

most recently in effect prior to such change or cessation.

definition of “Covenant Relief Period” in Section 1.01 of the Credit Agreement is hereby amended and restated in its

entirety to read as follows:

“Covenant Relief Period” means

the period commencing on the Closing Date and ending on (and including) the Maturity Date; provided that if as of any Test Date

the Consolidated Leverage Ratio is not greater than 3.50:1.00 and the Company has delivered a Compliance Certificate in accordance with

Section 6.02(a) demonstrating a Consolidated Leverage Ratio of not greater than 3.50:1.00 as of such applicable Test Date, the

Company may elect in its sole discretion to terminate the Covenant Relief Period as of the next Business Day following such applicable

Test Date by delivering written notice to the Administrative Agent of such termination.

(d)            The

definition of “Debt Rating” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to

read as follows:

“Debt Rating” means, as of any

date of determination, the rating as determined by S&P, Moody’s or Fitch (collectively, the “Debt Ratings”)

of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that, in the case of non-uniform ratings

(a) if there are three Debt Ratings available and any two Debt Ratings are in the same level, such matching level shall apply; (b) if

there are three Debt Ratings available and each of the Debt Ratings is in a different level, the level that is the middle level shall

apply; (c) if only two Debt Ratings are available and there is a split in such ratings, the higher rating (with the Debt Rating for

Pricing Level 1 being the highest and the Debt Rating for Pricing Level 7 being the lowest) will apply, unless the split in such Debt

Ratings is more than one level apart, in which case the rating that is one level lower than the higher rating will apply; (d) if

only one Debt Rating is available, the Pricing Level that is one level lower than that of such Debt Rating shall apply; and (e) if

the Company does not have any Debt Rating, Pricing Level 7 shall apply.

(e)            The

definition of “Permitted Receivables Financing” in Section 1.01 of the Credit Agreement is hereby amended and restated

in its entirety to read as follows:

“Permitted Receivables Financing”

means one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more

Special Purpose Receivables Subsidiaries, and (ii) such Special Purposes Receivables Subsidiaries finance their acquisition or maintenance

of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets; provided

that (A) recourse to Holdings or any Subsidiary (other than Special Purposes Receivables Subsidiaries) in connection with such transactions

shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable,

in a manner consistent with the delivery of a “true sale” or “absolute transfer” opinion with respect to any transfer

by Holdings or any Subsidiary (other than a Special Purpose Receivables Subsidiary)) and purchase price percentages shall be (x) on

market terms (as determined in good faith by the Company) or (y) no less favorable to Holdings and its Subsidiaries than the receivables

financing existing on the Closing Date pursuant to that certain Amended and Restated Purchase and Sale Agreement, dated as of February 2,

2015, by and among Celanese U.S. Sales LLC, Celanese Ltd. and Ticona Polymers, Inc. as originators, the other originators party thereto

from time to time, Celanese International Corporation, as servicer, and CE Receivables LLC, as buyer (as amended prior to the Closing

Date and, together with financing documentation relating thereto, as in effect on the Closing Date, the “Existing Receivables

Financing”) and (B) the aggregate Receivables Net Investment shall not exceed $750,000,000 at any time. It is agreed that

the Existing Receivables Financing is a Permitted Receivables Financing, subject to the requirements of clause (B) of the proviso

to the immediately preceding sentence are satisfied.

(f)            The

definition of “Test Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read

as follows:

““Test

Date” has the meaning set forth in Section 7.07(a).”

(g)            Section 7.02(f) of

the Credit Agreement is hereby amended by deleting the figure “$900,000,000” and inserting the figure “$1,050,000,000”

in lieu thereof.

(h)            Section 7.02(i) of

the Credit Agreement is hereby amended by deleting the figure “$900,000,000” and inserting the figure “$1,050,000,000”

in lieu thereof.

(i)            Section 7.07(b) of

the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) “Consolidated

Leverage Ratio”. Permit the Consolidated Leverage Ratio on any Test Date to be greater than the ratio set forth below for such

fiscal quarter (the “Financial Covenant”):

Fiscal Quarter Ended

Consolidated Leverage Ratio

June 30, 2026

6.00:1.00

September 30, 2026

5.75:1.00

December 31, 2026

5.50:1.00

March 31, 2027

5.50:1.00

June 30, 2027

5.50:1.00

September 30, 2027

5.50:1.00

December 31, 2027

5.25:1.00

March 31, 2028

5.00:1.00

June 30, 2028

5.00:1.00

September 30, 2028

4.75:1.00

December 31, 2028

4.75:1.00

March 31, 2029

4.50:1.00

June 30, 2029

4.50:1.00

September 30, 2029

4.25:1.00

December 31, 2029

4.25:1.00

March 31, 2030

4.00:1.00

June 30, 2030 and each fiscal quarter ended thereafter

4.00:1.00

So long as the Financial Covenant

has been decreased to 3.50:1.00 for at least two fiscal quarters, if a Qualifying Acquisition is consummated, the company may elect to

increase the Financial Covenant to 4.25:1.00 for each of the four fiscal quarters ending thereafter, commencing with the fiscal quarter

in which such Qualifying Acquisition is consummated (each such period of four fiscal quarters during which the Financial Covenant is so

increased following a Qualifying Acquisition, a “Covenant Increase Period”); provided, that after the end of

any Covenant Increase Period, the Company may elect to implement a new Covenant Increase Period in connection with a subsequent Qualifying

Acquisition so long as two fiscal quarters have elapsed since the end of the most recent Covenant Increase Period; provided, further that

the Company shall provide notice in writing to the Administrative Agent of its election to implement such Covenant Increase Period and

a description of such Qualifying Acquisition (regarding the name of the Person or assets being acquired, the purchase price and the pro

forma Consolidated Leverage Ratio immediately after giving effect thereto). Notwithstanding the foregoing, the Company may elect no more

than two Covenant Increase Periods in total.

In the event of each Qualifying Disposition occurring

during the Covenant Relief Period, the applicable Financial Covenant required pursuant to this Section 7.07(b) shall be decreased

by 0.25:1.00; provided that the first Qualifying Disposition consummated after the Closing Date shall not be subject to this provision.

For the avoidance of doubt, such 0.25:1.00 reduction shall (a) occur upon each Qualifying Disposition (if any) to occur during the

Covenant Relief Period and (b) apply only for any fiscal quarters ending after such Qualifying Disposition but during the Covenant

Relief Period.

If the Company has elected to terminate the Covenant

Relief Period in accordance with the proviso to the definition thereof, the Financial Covenant for each fiscal quarter ended after the

end of the Covenant Relief Period shall be a Consolidated Leverage Ratio of 3.50:1.00 in lieu of the levels set forth in the table above.

(j)            Section 10.01

of the Credit Agreement is hereby amended by replacing “Subject to Section 3.03(c)” with “Subject to Section 3.03(b)”

in lieu thereof.

(k)            Section 10.01(g) of

the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(g)  subordinate any Obligations

to any other Indebtedness without the written consent of each Lender directly affected thereby, other than any “debtor in possession”

facility or similar financing incurred by the Company or any other Loan Party in a proceeding under Debtor Relief Laws in which the Company

or any other Loan Party is a debtor, provided that all such directly affected Lenders shall be offered the opportunity to participate

on a pro rata basis in such “debtor in possession” facility or similar facility;

SECTION 2.

Conditions of Effectiveness of the First Amendment. This First Amendment shall become effective on such date (the “First

Amendment Effective Date”) when the following conditions precedent have been satisfied:

(a)            the

Administrative Agent shall have received an executed counterpart (which may include a facsimile or other electronic transmission) of this

First Amendment from Holdings, the Company, each Subsidiary Guarantor and the Consenting Lenders constituting not less than the Required

Lenders;

(b)            as

of the First Amendment Effective Date, (i) no Default or Event of Default shall exist, or would result from the transactions contemplated

by this First Amendment and (ii) the representations and warranties contained in Article V of the Credit Agreement and in each

other Loan Document shall be true and correct in all material respects (provided that representations already qualified by “materiality”

or “Material Adverse Effect” shall be true and correct in all respects) on and as of the First Amendment Effective Date (without

regard to any earlier date referred to in the Credit Agreement);

Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings certifying that the condition in Section 2(b) is

satisfied as of the First Amendment Effective Date;

(d)            (i) the

First Amendment Lead Arranger shall have received all fees payable to such First Amendment Lead Arranger as separately agreed by the Company

in writing and (ii) the Administrative Agent shall have received, for the ratable account of each Consenting Lender, all fees payable

to such Consenting Lender as separately agreed by the Company in writing; and

(e)            the

Administrative Agent shall have received all fees, charges and disbursements of counsel to the Administrative Agent and the First Amendment

Lead Arranger required to be reimbursed by this First Amendment or the Credit Agreement (directly to such counsel if requested by the

Administrative Agent) to the extent invoiced prior to the First Amendment Effective Date.

Without limiting the generality

of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the

conditions specified in this Section 2, each Lender that has signed this First Amendment shall be deemed to have consented to, approved

or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable

or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the First Amendment Effective

Date specifying its objection thereto.

SECTION 3.

Reference to and Effect on the Credit Agreement and the other Loan Documents.

(a)            On

and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,

as amended by this First Amendment.

(b)            The

Credit Agreement, as specifically amended by this First Amendment, and each of the other Loan Documents are and shall continue to be in

full force and effect and are hereby in all respects ratified and confirmed.

execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any

right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision

of, or Default or Event of Default under, any of the Loan Documents. On and after the First Amendment Effective Date, this First Amendment

shall for all purposes constitute a Loan Document.

(d)            Each

Loan Party hereby expressly acknowledges and consents to the terms of this First Amendment and reaffirms, as of the date hereof, (i) the

covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements

as in effect immediately after giving effect to this First Amendment and the transactions contemplated hereby and (ii) its guarantee

of the Obligations under the Guaranty to which it is a party. The execution of this First Amendment shall not serve to effect a novation

of the Obligations.

SECTION 4.

Costs and Expenses. The Company hereby agrees to reimburse each of the Administrative Agent

and the First Amendment Lead Arranger for its reasonable and documented out-of-pocket expenses in connection with this First Amendment

in accordance with Section 10.04 of the Credit Agreement (with respect to the First Amendment Lead Arranger, as though references

in such Section to the Lead Arrangers in such Section were to the First Amendment Lead Arranger, mutatis mutandis).

SECTION 5. Counterparts.

This First Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation,

facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper

record. This First Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts,

but all such counterparts are one and the same agreement. For the avoidance of doubt, the authorization under this paragraph may include,

without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into

electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission,

delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation

to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures

approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to

accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature without further

verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually

executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature”

shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 6. First Amendment

Lead Arranger. The terms and provisions of Sections 9.08 and 10.16 are incorporated herein by reference as if set forth herein in

their entirety and shall apply to this First Amendment for the benefit of the First Amendment Lead Arranger, mutatis mutandis (as

though references therein to the Arrangers in such Sections were to the First Amendment Lead Arranger).

SECTION 7. Headings.

Section headings herein are included for convenience of reference only and shall not affect the interpretation of this First Amendment.

SECTION 8. Miscellaneous.

Each of the parties hereto hereby agrees that Sections 10.12, 10.14 and 10.15 of the Credit Agreement are incorporated by reference herein,

mutatis mutandis, and shall have the same force and effect with respect to this First Amendment as if originally set forth herein.

[Signature

Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused

this First Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

CELANESE CORPORATION, as Holdings

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE

US HOLDINGS LLC, as the Company and a

Borrower

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

[Signature Page to First Amendment (Revolving Facility)]

CELANESE AMERICAS LLC, as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE ACETATE LLC, as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE CHEMICALS, INC., as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

cna holdings llc, as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE INTERNATIONAL CORPORATION, as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

[Signature Page to First Amendment (Revolving Facility)]

CELTRAN, INC.,

as a Subsidiary Guarantor

By:

/s/

Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

kep americas engineering plastics, llc,

as a Subsidiary Guarantor

By:

/s/

Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

ticona fortron inc.,

as a Subsidiary Guarantor

By:

/s/

Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

TICONA POLYMERS, INC.,

as a Subsidiary Guarantor

By:

/s/

Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

TICONA LLC, as a Subsidiary

Guarantor

By:

/s/

Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

[Signature Page to First Amendment (Revolving Facility)]

CELANESE GLOBAL RELOCATION LLC, as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE LTD., as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

CELANESE SALES U.S. LTD., as a Subsidiary Guarantor

By:

/s/ Brandon Ayache

Name:

Brandon Ayache

Title:

Vice President and Treasurer

[Signature Page to First Amendment (Revolving Facility)]

BANK OF AMERICA, N.A., as a Consenting Lender

By:

/s/ Daniel Phelan

Name:

Daniel Phelan

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Consenting Lender

By:

/s/ Marko Lukin

Name:

Marko Lukin

Title:

Director

By:

/s/ Alison Lugo

Name:

Alison Lugo

Title:

Vice President

[Signature Page to First Amendment (Revolving Facility)]

CITIBANK, N.A., as a Consenting Lender

By:

/s/ David Jaffe

Name:

David Jaffe

Title:

Vice President

[Signature Page to First Amendment (Revolving Facility)]

JPMORGAN CHASE BANK, N.A., as a Consenting Lender

By:

/s/

James Shender

Name:

James Shender

Title:

Managing Director

[Signature Page to First Amendment (Revolving Facility)]

HSBC BANK USA, N.A., as a Consenting Lender

By:

/s/

Peggy Yip

Name:

Peggy Yip

Title:

Managing Director

[Signature Page to First Amendment (Revolving Facility)]

U.S. BANK NATIONAL ASSOCIATION, as a Consenting Lender

By:

/s/

Heather Thoma

Name:

Heather Thoma

Title:

Vice President

[Signature Page to First Amendment (Revolving Facility)]

TRUIST BANK, as a Consenting Lender

By:

/s/

Alexander Harrison

Name:

Alexander Harrison

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Consenting Lender

By:

/s/

Liana Chernysheva

Name:

Liana Chernysheva

Title:

Authorized Signatory

[Signature Page to First Amendment (Revolving Facility)]

UNICREDIT BANK GMBH, NEW YORK BRANCH, as a Consenting Lender

By:

/s/ Kimberly Sousa

Name:

Kimberly Sousa

Title:

Managing Director

By:

/s/ Karan Dedhia

Name:

Karan Dedhia

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

SUMITOMO MITSUI BANKING CORPORATION, as a Consenting Lender

By:

/s/

Jun Ashley

Name:

Jun Ashley

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

MORGAN STANLEY SENIOR FUNDING, INC., as a Consenting Lender

By:

/s/

Aaron McLean

Name:

Aaron McLean

Title:

Vice President

[Signature Page to First Amendment (Revolving Facility)]

MORGAN STANLEY BANK, N.A., as a Consenting Lender

By:

/s/

Aaron McLean

Name:

Aaron McLean

Title:

Authorized Signatory

[Signature Page to First Amendment (Revolving Facility)]

GOLDMAN SACHS BANK USA, as a Consenting Lender

By:

/s/

Elizabeth Tosin

Name:

Elizabeth Tosin

Title:

Authorized Signatory

[Signature Page to First Amendment (Revolving Facility)]

PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender

By:

/s/

Kay Murphy

Name:

Kay Murphy

Title:

Vice President

[Signature Page to First Amendment (Revolving Facility)]

REGIONS BANK, as a Consenting Lender

By:

/s/

Tyler Nissen

Name:

Tyler Nissen

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

ING BANK N.V., DUBLIN BRANCH, as a Consenting Lender

By:

/s/ Rosemary Healy

Name:

Rosemary Healy

Title:

Director

By:

/s/ Rory Fitzgerald

Name:

Rory Fitzgerald

Title:

Director

[Signature Page to First Amendment (Revolving Facility)]

Acknowledged:

BANK OF AMERICA, N.A., as Administrative Agent

By:

/s/ Devarshi Ojha

Name:

Devarshi Ojha

Title:

AVP

[Signature Page to First Amendment (Revolving Facility)]

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