SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 16, 2024 (this “Second Amendment”), by and among Celanese Corporation, a Delaware corporation (“Holdings”), Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), Celanese Europe B.V., a private limited liability company incorporated under the laws of the Netherlands and registered with the Dutch trade register under number 61484660 (“CBV”, and together with the Company, the “Borrowers”), 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 March 18, 2022 (as amended by that certain First Amendment to Credit Agreement dated as of February 21, 2023 and as further amended, restated, amended and restated, modified or supplemented from time to time through the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined in this Second 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 Second 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;
WHEREAS, Holdings, the Company, each lender from time to time party thereto and the Administrative Agent are also party to that certain Term Loan Credit Agreement (the “Term Loan Credit Agreement”) dated as of March 18, 2022 which will be amended as of the date hereof; and
WHEREAS, BofA Securities, Inc. is engaged by the Company to act as the lead arranger for the transactions contemplated under this Second Amendment (in such capacity, the “Second 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 definitions:
““Second Amendment Effective Date” means February 16, 2024.”
““Test Date” has the meaning set forth in Section 7.07(b).”
(b)The 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 First Amendment Effective Date and ending on (and including) the date of delivery of the Compliance Certificate for the fiscal quarter ending March 31, 2026; provided that if as of any Test
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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.”
(c)Section 7.02(f) of the Credit Agreement is hereby amended by deleting the figure “$700,000,000” and inserting the figure “$900,000,000” in lieu thereof.
(d)Section 7.02(i) of the Credit Agreement is hereby amended by deleting the figure “$700,000,000” and inserting the figure “$900,000,000” in lieu thereof.
(e)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 the last day of any fiscal quarter of Holdings (each such date, a “Test Date”) to be greater than the ratio set forth below for such fiscal quarter (the “Financial Covenant”):
Fiscal Quarter EndedConsolidated Leverage Ratio
March 31, 20235.75:1.00
June 30, 20235.75:1.00
September 30, 20235.50:1.00
December 31, 20235.25:1.00
March 31, 20245.00:1.00
June 30, 20245.00:1.00
September 30, 20245.00:1.00
December 31, 20244.75:1.00
March 31, 20254.50:1.00
June 30, 20254.25:1.00
September 30, 20254.25:1.00
December 31, 20254.00:1.00
March 31, 20264.00:1.00
June 30, 2026 and each fiscal quarter ended thereafter3.50:1.00
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.
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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 Qualifying Dispositions consummated prior to the Second Amendment Effective Date shall not decrease the Financial Covenant in this Section 7.07(b) for Test Dates on or after March 31, 2024. 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.”
SECTION 2.Conditions of Effectiveness of the Second Amendment. This Second Amendment shall become effective on such date (the “Second 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 Second Amendment from Holdings, the Borrowers, each Subsidiary Guarantor and the Consenting Lenders constituting not less than the Required Lenders;
(b)as of the Second Amendment Effective Date, (i) no Default or Event of Default shall exist, or would result from the transactions contemplated by this Second 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 Second Amendment Effective Date (without regard to any earlier date referred to in the Credit Agreement);
(c)the 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 Second Amendment Effective Date;
(d)prior to or substantially simultaneously with the Second Amendment Effective Date, the Term Loan Credit Agreement shall have been amended in a manner reasonably consistent with this Second Amendment;
(e)(i) the Second Amendment Lead Arranger shall have received all fees payable to such Second 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
(f)the Administrative Agent shall have received all fees, charges and disbursements of counsel to the Administrative Agent and the Second Amendment Lead Arranger required to be reimbursed by this Second Amendment or the Credit Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Second 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 Second 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
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shall have received notice from such Lender prior to the Second 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 Second 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 Second Amendment.
(b)The Credit Agreement, as specifically amended by this Second 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.
(c)The execution, delivery and effectiveness of this Second 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 Second Amendment Effective Date, this Second Amendment shall for all purposes constitute a Loan Document.
(d)Each Loan Party hereby expressly acknowledges and consents to the terms of this Second 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 Second 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 Second 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 Second Amendment Lead Arranger for its reasonable and documented out-of-pocket expenses in connection with this Second Amendment in accordance with Section 10.04 of the Credit Agreement (with respect to the Second Amendment Lead Arranger, as though references in such Section to the Lead Arrangers in such Section were to the Second Amendment Lead Arranger, mutatis mutandis).
SECTION 5.Counterparts. This Second 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 Second 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
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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.Second 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 Second Amendment for the benefit of the Second Amendment Leader Arranger, mutatis mutandis (as though references therein to the Arrangers in such Sections were to the Second Amendment Lead Arranger).
SECTION 7.Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second 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 Second Amendment as if originally set forth herein.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their respective officers thereunto duly authorized, as of the date Second above written.

CELANESE CORPORATION, as Holdings
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer

CELANESE US HOLDINGS LLC, as the Company
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer

CELANESE EUROPE B.V., as a Borrower
By:/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
[Signature Page to Second Amendment (Revolving Facility)]

CELANESE AMERICAS LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CELANESE ACETATE LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CELANESE CHEMICALS, INC., as a
Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CNA HOLDINGS LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CELANESE INTERNATIONAL CORPORATION, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer
[Signature Page to Second Amendment (Revolving Facility)]

CELTRAN, INC., as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


KEP AMERICAS ENGINEERING PLASTICS, LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


TICONA FORTRON INC., as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


TICONA POLYMERS, INC., as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


TICONA LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer
[Signature Page to Second Amendment (Revolving Facility)]

CELANESE GLOBAL RELOCATION LLC, as a Subsidiary Guarantor
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CELANESE LTD., as a Subsidiary Guarantor
By:Celanese International Corporation, it general partner
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer


CELANESE SALES U.S. LTD., as a Subsidiary Guarantor
By:Celanese International Corporation, it general partner
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President and Treasurer
[Signature Page to Second Amendment (Revolving Facility)]

BANK OF AMERICA, N.A., as a Consenting Lender
By:/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
[Signature Page to Second Amendment (Revolving Facility)]

Citibank, N.A., as a Consenting Lender
By:/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
[Signature Page to Second Amendment (Revolving Facility)]

Xxxxxx Xxxxxxx Bank, N.A.,
as a Consenting Lender
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
[Signature Page to Second Amendment (Revolving Facility)]

Xxxxxx Xxxxxxx Senior Funding, Inc.,
as a Consenting Lender
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
[Signature Page to Second Amendment (Revolving Facility)]

Deutsche Bank AG New York Branch, as a Consenting Lender
By:/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
By:/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
[Signature Page to Second Amendment (Revolving Facility)]

HSBC Bank USA, National Association, as a
Consenting Lender
By:/s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Director, Chemicals Coverage
[Signature Page to Second Amendment (Revolving Facility)]

JPMorgan Chase Bank USA, N.A., as a Consenting Lender
By:/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Executive Director
[Signature Page to Second Amendment (Revolving Facility)]

MUFG Bank Ltd., as a Consenting Lender
By:/s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
[Signature Page to Second Amendment (Revolving Facility)]

Sumitomo Mitsui Bankin Corporation, as a Consenting Lender
By:/s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Director
[Signature Page to Second Amendment (Revolving Facility)]

The Toronto-Dominion Bank, New York Branch, as a Consenting Lender
By:/s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
[Signature Page to Second Amendment (Revolving Facility)]

U. S. BANK NATIONAL ASSOCIATION, as a
Consenting Lender
By:/s/ Xxxx Xxx Xxxxx
Name: Xxxx Xxx Xxxxx
Title: Senior Vice President
[Signature Page to Second Amendment (Revolving Facility)]

UniCredit Bank GmbH, New York Branch, as a Consenting Lender
By:/s/ Xxxxx Xxxxx Xxxxx
Name: Xxxxx Xxxxx Xxxxx
Title: Managing Director
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Senior Associate
[Signature Page to Second Amendment (Revolving Facility)]

Xxxxxxx Xxxxx Bank USA, as a Consenting Lender
By:/s/ Xxxxxxxxxx Xxxxxxx
Name: Xxxxxxxxxx Xxxxxxx
Title: Authorized Signatory
[Signature Page to Second Amendment (Revolving Facility)]

PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender
By:/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
[Signature Page to Second Amendment (Revolving Facility)]

STANDARD CHARTERED BANK, as a Consenting Lender
By:/s/ Xxxxxxxxxx Xxxxx
Name: Xxxxxxxxxx Xxxxx
Title: Director, Financing Solutions
[Signature Page to Second Amendment (Revolving Facility)]

Santander Bank, NA, as a Consenting Lender
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: SVP
[Signature Page to Second Amendment (Revolving Facility)]

Acknowledged:


BANK OF AMERICA, N.A., as Administrative Agent
By:/s/ XXXXX XXXXXXX
Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
[Signature Page to Second Amendment (Revolving Facility)]
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Filed: February 20th, 2024
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