SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as
of February 9, 2007, among CELANESE HOLDINGS LLC, a Delaware limited liability company
(“Holdings”), BCP CRYSTAL US HOLDINGS CORP., a Delaware corporation (the
“Company”), CELANESE AMERICAS CORPORATION, a Delaware corporation (“CAC”), the
lenders from time to time party to the Credit Agreement referred to below (the “Lenders”),
and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity,
the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral
Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the Credit Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, Holdings, the Company, CAC, the Lenders, the Deposit Bank and the Agents are parties
to an Amended and Restated Credit Agreement, dated as of April 6, 2004, amended and restated as of
January 26, 2005 and as further amended as of November 28, 2005 (as amended, modified or
supplemented through, but not including, the date hereof, the “Credit Agreement”); and
WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend
and/or modify certain provisions of the Credit Agreement and consent to certain actions of the
Company and its Subsidiaries all as provided herein;
NOW, THEREFORE, it is agreed:
I. Amendment to the Credit Agreement
1. Notwithstanding any provision of the Credit Agreement to the contrary (but subject to the
other applicable terms and conditions in the Credit Agreement relating to Letters of Credit, to the
extent not amended hereby), (i) requests for Letters of Credit may be given by any Loan Party (on
its own behalf or on behalf of any other Loan Party, in each case to the extent such Person is
entitled to have the requested Letter of Credit opened for its account), (ii) a Letter of Credit,
although opened for the account of a Loan Party entitled to have such Letter of Credit opened for
its own account, may be stated to be issued on behalf of another Subsidiary, (iii) Letters of
Credit (including Existing Letters of Credit) shall include bank guarantees, (iv) Letters of Credit
denominated in Canadian dollars may be issued under the Credit Agreement, with all computations of
outstandings to be made by including the Dollar equivalent of the stated amount of such Canadian
dollar denominated Letters of Credit by reference to an Exchange Rate set on each Reset Date and
(v) with the prior consent of the Administrative Agent and the applicable Issuing Bank (not to be
unreasonably withheld), documentary Letters of Credit also may also be issued payable on a “time
basis” as well on terms and conditions to be agreed upon among the Company, the Administrative
Agent and the applicable Issuing Bank.
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II. Consent.
1. In addition to the asset sales permitted pursuant to Section 6.05 of the Credit Agreement
(and without otherwise reducing any of the asset sale baskets set forth therein), the Lenders
hereby consent to the sale by the Company and its Subsidiaries of certain assets (the “Titan
Assets”) defined as the “Purchased Assets” in that certain Purchase Agreement dated as of
December 12, 2006 by and among Celanese Ltd., Ticona Polymers Inc., Celanese Chemicals Europe GmbH,
Celanese Corporation, Advent Oxo (Cayman) Limtied, Oxo Titan US Corporation, Drachenfelssee 520. V
V GmbH, and Drachenfelssee 521. V V GmbH (the “Purchase Agreement”), provided,
that: (1) the consideration received by the Company or its Subsidiaries consists solely of cash and
is paid at the time of the closing of such sale and (2) the Net Proceeds therefrom are applied
and/or reinvested as (and to the extent) required by Section 2.11(c) of the Credit Agreement.
2. Upon consummation of the sale of the Titan Assets as permitted in Section II.1 above, (i)
such Titan Assets shall be sold free and clear of the Liens (if any) on such assets pursuant to the
respective Security Documents and (ii) the Lenders hereby consent to the release by the Collateral
Agent (without recourse and without representation or warranty) of the Liens granted by the Loan
Parties in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to each of
the Security Documents solely with respect to the portion of the Collateral consisting of the Titan
Assets.
III. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this Second Amendment, each of Holdings and
the Company hereby represents and warrants to each of the Lenders that (i) all of the
representations and warranties contained in the Credit Agreement and in the other Loan Documents
are true and correct in all material respects on and as of the Second Amendment Effective Date (as
defined below) both before and after giving effect to this Second Amendment (unless such
representations and warranties relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date) and (ii) there exists no Default or Event of Default as of the Second Amendment
Effective Date both before and after giving effect to this Second Amendment.
2. This Second Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.
3. This Second Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument.
Delivery of an executed signature page of this Second Amendment by facsimile (or other electronic)
transmission shall be effective as delivery of a manually executed counterpart hereof. A complete
set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.
4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN
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ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This Second Amendment shall become effective on the date (the “Second Amendment
Effective Date”) when Holdings, the Company, CAC and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered (including
by way of facsimile (or other electronic) transmission) the same to the Administrative Agent at the
Notice Office.
6. From and after the Second Amendment Effective Date, all references in the Credit Agreement
and in the other Loan Documents to the Credit Agreement shall be deemed to be a reference to the
Credit Agreement as modified hereby. This Second Amendment shall constitute a Loan Document for
all purposes under the Credit Agreement and the other Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Second Amendment as of the date first above written.
| BCP CRYSTAL US HOLDINGS CORP., a Delaware corporation |
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| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Assistant Treasurer | |||
| CELANESE HOLDINGS LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Assistant Treasurer | |||
| CELANESE AMERICAS CORPORATION, a Delaware corporation |
||||
| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Assistant Treasurer | |||
| DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent and Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxx X’Xxxxx | |||
| Name: | Xxxx X’Xxxxx | |||
| Title: | Vice President | |||
