EX4.6-10K (2014)

FOURTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2014, among CELANESE US HOLDINGS LLC, a Delaware limited liability company (the "Issuer"), CELANESE U.S. SALES LLC, a Delaware limited liability company (the "Additional Guarantor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee").

WHEREAS, the Issuer and the Trustee entered into an Indenture, dated as of May 6, 2011 (the "Base Indenture") pursuant to which debentures, notes or other debt instruments of the Issuer ("Securities") may be issued in one or more series from time to time;

WHEREAS, pursuant to the First Supplemental Indenture, dated as of May 6, 2011 (the "First Supplemental Indenture"), among the Issuer, the guarantors party thereto (the "Existing Guarantors"), and the Trustee, the Issuer issued a series of Securities designated as its 5.875% Senior Unsecured Notes due 2021 in the aggregate principal amount of $400,000,000 (the "5.875% Notes");

WHEREAS, pursuant to the Second Supplemental Indenture dated as of November 13, 2012 (the "Second Supplemental Indenture"), among the Issuer, the Existing Guarantors, and the Trustee, the Issuer issued a series of Securities designated as its 4.625% Senior Unsecured Notes due 2022 in the aggregate principal amount of $500,000,000 (the "4.625% Notes");

WHEREAS, pursuant to the Third Supplemental Indenture dated as of September 24, 2014 (the "Third Supplemental Indenture" and, together with the First Supplemental Indenture and the Second Supplemental Indenture, the "Supplemental Indentures")(the Base Indenture and the Supplemental Indentures herein called the "Indenture"), among the Issuer, the Existing Guarantors, and the Trustee, the Issuer issued a series of Securities designated as its 3.25% Senior Unsecured Notes due 2019 in the aggregate principal amount of €300,000,000 (the "3.25% Notes" and, together with the 5.875% Notes and the 4.625% Notes, the "Senior Notes");

WHEREAS, pursuant to Section 4.7 of the Supplemental Indentures, any Restricted Subsidiary that the Company organizes or acquires that is also a Subsidiary Guarantor under the Credit Agreement (as defined in the Indenture) is required to guarantee the Senior Notes for all purposes under the Indenture;

WHEREAS, pursuant to the Indenture, in order for any such Restricted Subsidiary to be bound by those terms applicable to a Guarantor under the Indenture, such Restricted Subsidiary must execute and deliver a supplemental indenture pursuant to which such Additional Guarantor shall unconditionally guarantee all of the Issuer's obligations under the Senior Notes on the terms set forth in the Indenture;

WHEREAS, the execution of this Fourth Supplemental Indenture has been duly authorized by the Sole Member of the Issuer and the Board of Managers of the Additional Guarantor and all things necessary to make this Fourth Supplemental Indenture a valid, binding and legal instrument according to its terms have been done and performed;

For and in consideration of the premises, the Issuer, the Additional Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the Holders of the Senior Notes as follows:

Section 1.1 As of date hereof, and in accordance with Section 4.7 of the Supplemental Indentures, the Additional Guarantor hereby unconditionally guarantees all of the Issuer's obligations under the Senior Notes on the terms set forth in the Indenture, as it relates to the 5.875% Notes, the 4.625% Notes and the 3.250% Notes, including Article Six of the Supplemental Indentures.

Section 1.2 The Trustee is hereby authorized to add the Additional Guarantor to the list of Guarantors on the Guarantees affixed to the Senior Notes for all purposes.

Section 2.1 This Fourth Supplemental Indenture constitutes a supplement to the Indenture. The Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, and this Fourth Supplemental Indenture, by and among the Company, the guarantors thereto and the Trustee, shall be read together and shall have the effect so far as practicable as though all of the provisions thereof and hereof are contained in one instrument.

Section 2.2 The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.3 In case any one or more of the provisions contained in this Fourth Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions in this Fourth Supplemental Indenture or the Senior Notes.

Section 2.5 Any capitalized term used in this Fourth Supplemental Indenture that is defined in the Indenture and not defined herein shall have the meaning specified in the Indenture, unless the context shall otherwise require.

Section 2.6 All covenants and agreements in this Fourth Supplemental Indenture by the Issuer and the Additional Guarantor shall bind each of their successors and assigns, whether so expressed or not. All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successors and assigns.

Section 2.7 The laws of the State of New York shall govern this Fourth Supplemental Indenture, the Securities of each Series and the Guarantees.

Section 2.8 Except as amended by this Fourth Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

Section 2.9 This Fourth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Fourth Supplemental Indenture.

Section 2.10 The Trustee accepts the modifications of the trust effected by this Fourth Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained which shall be taken as statements of the Issuer and the Additional Guarantor, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Fourth Supplemental Indenture, and the Trustee makes no representation with respect thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.



	CELANESE US HOLDINGS LLC

	By:		/s/ CHUCK B. KYRISH
			Chuck B. Kyrish, Treasurer

	CELANESE U.S. SALES LLC

	By:		/s/ CHUCK B. KYRISH
			Chuck B. Kyrish, Treasurer



	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, TRUSTEE

	By:		/s/ JOHN C. STOHLMANN
			Name: John C. Stohlmann
			Title: Vice President