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Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT (this "AMENDMENT"), dated as of May 24, 2004, among
BCP CRYSTAL HOLDINGS LTD. 2, a company incorporated with limited liability under
the laws of the Cayman Islands ("HOLDINGS"), BCP CAYLUX HOLDINGS LUXEMBOURG
S.C.A., a corporation partnership limited by shares (societe en commandite par
actions) organized under the laws of Luxembourg ("PARENT"), CELANESE AMERICAS
CORPORATION, a Delaware corporation ("CAC"), the lenders party to the Credit
Agreement referred to below from time to time (the "LENDERS"), MORGAN STANLEY
SENIOR FUNDING, INC. ("MORGAN STANLEY"), as global coordinator (the "GLOBAL
COORDINATOR"), DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT") and as collateral agent (in such
capacity, the "COLLATERAL AGENT") for the Lenders, and DEUTSCHE BANK SECURITIES
INC. and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers (in such
capacity, the "JOINT LEAD ARRANGERS"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined 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, Parent, CAC, certain subsidiaries of Parent from
time to time party thereto as a borrower under the Revolving Facility provided
for therein (in such capacity, the "SUBSIDIARY REVOLVING BORROWERS"), the
Lenders, the Global Coordinator, the Agents and the Joint Lead Arrangers are
parties to a Credit Agreement, dated as of April 6, 2004 (as amended, modified
or supplemented to the date hereof, the "CREDIT AGREEMENT"); and
WHEREAS, subject to and on the terms and conditions set forth herein,
the parties hereto wish to amend the Credit Agreement, as provided below;
NOW, THEREFORE, it is agreed:
1. Section 1.01 of the Credit Agreement is hereby amended by (x)
revising the following definitions in their entirety to read:
"BIDCO PLEDGE" shall mean one or more Pledge Agreements executed by
(i) Bidco and Morgan Stanley as collateral agent (or any successor or
replacement collateral agent), pursuant to which Bidco has granted a
security interest on all shares of capital stock of the Company owned by
Bidco and (ii) Parent and Morgan Stanley as collateral agent (or any
successor or replacement collateral agent), pursuant to which Parent has
granted a security interest on the Bidco Loan, which Pledge Agreements
shall secure (x) until the Delisting, the Borrower's obligations with
respect to the Senior Subordinated Bridge B Loans (or any Senior
Subordinated Notes that refinanced any of such Bridge Loans) and the Term
Loan C Financing and (y) after the Delisting, the Borrower's obligations
with respect to the Term Loan C Financing alone, as the same may be
amended, supplemented or otherwise modified from time to time, with the
Bidco Pledge to terminate on the Restructuring Date.
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"CONSOLIDATED NET BANK DEBT" at any date shall mean Consolidated Net
Debt at such time less the amount of the Term Loan C Financing, the Senior
Subordinated Bridge B Loans (and until the Delisting any Senior
Subordinated Notes secured by the Bidco Pledge) and all other Indebtedness
(other than Capital Lease Obligations) included in Consolidated Net Debt
that is not secured in whole or in part by a first priority Lien on assets
of Holdings and/or the Subsidiaries.
"SENIOR SUBORDINATED NOTES" shall mean one or more issues of the
senior subordinated notes issued by US Holdco (or by Parent and assumed by
US Holdco on the Restructuring Date) and guaranteed by Holdings and, on and
after the Restructuring Date, by all entities then guaranteeing the Term
Loans, with the net proceeds thereof (to the extent necessary) to be
utilized to refinance the Senior Subordinated Bridge B Loans (to the extent
not refinanced by the Term Loan C Financing) and the Senior Subordinated
Bridge C Loans, it being understood that the maximum net proceeds to the
Borrower from the Senior Subordinated Notes will not exceed (A) an amount
(the "BRIDGE TAKE-OUT AMOUNT) equal to the excess of (x) the aggregate
outstanding principal amount of the Senior Subordinated Bridge B Loans and
Senior Subordinated Bridge C Loans (including principal resulting from any
pay in kind interest thereon) over (y) the aggregate principal amount of
the Term Loan C Financing plus (B) the Redemption Amount or, with the
consent of the Administrative Agent, such greater amount not in excess of
110% of the aforesaid amount.
and (y) inserting the following new definitions in appropriate alphabetical
order:
"BRIDGE TAKE-OUT AMOUNT" shall have the meaning assigned such term in
the definition of Senior Subordinated Notes.
"EXCESS PROCEEDS AMOUNT" shall equal the amount (if any) by which the
net proceeds received by the Borrower from the issuance of the Senior
Subordinated Notes exceeds the Bridge Take-Out Amount.
"PP CO" shall mean a direct subsidiary of Holdings or of the Term
Borrower, it being agreed that PP Co shall not constitute a Domestic
Subsidiary Loan Party.
"PP CO INVESTMENT" shall mean the investment in PP Co (by loans,
capital contribution or otherwise) by Holdings or the Term Borrower of an
amount not in excess of the Redemption Amount.
"REDEMPTION AMOUNT" shall mean the amount required to redeem in full
the Topco Preferred (including premiums and accrued but unpaid dividends),
which amount shall not exceed $250 million.
"TERM LOAN C FINANCING" shall mean floating rate senior indebtedness
of the Term Borrower incurred as loans under a credit facility the proceeds
of which shall be used to refinance a portion of the Senior Subordinated
Bridge B Loans, which indebtedness will be guaranteed by Holdings and will
be supported by the Bidco Pledge or, after the Restructuring Date,
guarantees by the entities guaranteeing the Obligations, together with a
silent second security interest in all assets of the Loan Parties that
secure the
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Obligations, in all cases pursuant to documentation (the Bidco Pledge and
such documentation, the "TERM LOAN C FINANCING DOCUMENTS") reasonably
satisfactory to the Administrative Agent.
"TERM LOAN C FINANCING DOCUMENTS" shall have the meaning assigned such
term in the definition of Term Loan C Financing.
"TOPCO" shall mean Blackstone Crystal Holdings Capital Partners
(Cayman) IV Ltd., an exempted company under the laws of the Cayman Islands.
"TOPCO PREFERRED" shall mean all of the preferred equity issued by
Topco.
"TOPCO PREFERRED REDEMPTION PAYMENTS" shall have the meaning assigned
such term in Section 6.04(y).
2. Section 6.01 of the Credit Agreement is hereby amended by
deleting clause (l) of said Section and inserting the following new clause (l):
"(l) Indebtedness of the Term Borrower (i) pursuant to the Senior
Subordinated Bridge B Facility in an aggregate principal amount that is
equal to the Permitted B Debt Level (less the amount of any Term Loan C
Financing) plus an amount of principal resulting from any pay in kind
interest thereon, (ii) pursuant to the Senior Subordinated Bridge C
Facility in an aggregate principal amount that is not in excess of the C
Debt Amount plus an amount of principal resulting from any pay in kind
interest thereon, (iii) pursuant to the Term Loan C Financing and (iv)
pursuant to the Senior Subordinated Notes (with the Indebtedness permitted
under the foregoing clauses (i) and (ii) to be reduced by the net proceeds
of the issuance of Senior Subordinated Notes) and pursuant to any Permitted
Senior Subordinated Debt Securities issued to refinance same;"
3. Section 6.01 of the Credit Agreement is hereby further amended by
(i) adding in clause (m)(i) thereof after the phrase "so long as" the phrase ",
in the case of all such Guarantees other than the Guarantees of the Term Loan C
Financing," and (ii) deleting the "and" after clause (x) thereof, changing the
period at the end of clause (y) thereof to "; and" and adding a new clause (z)
to read: "(z) Indebtedness of PP Co to the extent incurred as a result of the PP
Co Investment."
4. Section 6.02 of the Credit Agreement is hereby amended by (i)
adding "(x)" at the beginning of clause (b) thereof and (ii) inserting, at the
end of clause (b) the following:
"and (y) Liens securing the Term Loan C Financing".
5. Section 6.04 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (v) thereof, (ii)
changing the period at the end of clause (w) thereof to a semi-colon and (iii)
inserting the following new clauses (x) and (y):
"(x) Holdings and/or the Term Borrower may make the PP Co Investment;
and
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(y) PP Co, to the extent it is at the time still a subsidiary of
Holdings, may make loans or advances to Topco, or pay dividends to Topco
(through dividends through the Term Borrower and/or Holdings), in an amount
not in excess of the amount of the PP Co Investment plus any income earned
on the investment thereof prior to such loans, advances and/or dividends,
with the proceeds of such loans, advances or dividends to be used by Topco
solely to redeem or purchase the Topco Preferred; PROVIDED that (i) PP Co
will not make such loans, advances and dividends in an aggregate amount in
excess of the Excess Amount, and no dividends or distributions will be made
pursuant to Section 6.06(h) if the PP Co Investment exceeded the Excess
Amount (all such loans, advances and dividends, "TOPCO PREFERRED REDEMPTION
PAYMENTS"), unless, in each case no Default or Event of Default (including
on a pro forma basis as if such Topco Preferred Redemption Payments were
made on the first day of the last full fiscal quarter then ended) exists at
the time of the making of such Topco Preferred Redemption Payments, and
(ii) to the extent the issuance of the Senior Subordinated Notes resulted
in an Excess Amount, an amount equal to such Excess Amount shall have been
utilized to make Topco Preferred Redemption Payments within one year after
such issuance and if not so utilized in such time an amount equal to what
would have been the Net Proceeds applicable to the issuance of Senior
Subordinated Notes equal in net proceeds to the excess of (x) the Excess
Amount over (y) the amount actually utilized to make Topco Preferred
Redemption Payments shall be applied to repay the Term Loans (such
repayment to be deemed a mandatory payment under Section 2.11(c).)"
6. Section 6.05 of the Credit Agreement is hereby amended by
changing the word "Dividends" in clause (e) thereof to read "dividends and
distributions."
7. Section 6.06 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (e) thereof, (ii)
changing the period after clause (f) thereof to a semi-colon and (iii) inserting
the following new clauses (g), (h) and (i):
"(g) if Holdings is to make the PP Co Investment, the Term Borrower
may declare and pay dividends, or make other distributions to Holdings, in
an aggregate amount not in excess of the Redemption Amount, and Holdings
shall promptly use the proceeds of such dividend or distribution to make
the PP Co Investment;
(h) the Term Borrower (if it owns the stock of PP Co) may dividend or
distribute the stock of PP Co to Holdings and Holdings may dividend or
distribute the stock of PP Co to one or more of its parent corporations;
and
(i) (I) PP Co may, if a direct subsidiary of Holdings, pay dividends
or distributions to Holdings as contemplated by Section 6.04(y) and (II)
Holdings and, to the extent the Term Borrower owns the stock of PP Co, the
Term Borrower may pay dividends or distributions to its direct parent with
the proceeds of the dividends or distributions made by PP Co as
contemplated by Section 6.04(y)."
8. Section 6.08 of the Credit Agreement is hereby amended by (i)
changing the reference to "in clause (b) below" in Section 6.08 (a) (x) to read
"in clause (b) or (c) below" and (ii) adding a new clause (c) at the end thereof
to read:
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"(c) In the case of PP Co (so long as a Subsidiary), engage at any
time in any business or business activity, incur any Indebtedness or other
obligation (monetary or otherwise) or permit or suffer any Lien other than
(i) the receipt of the PP Co Investment and (ii) the making of the loans
and dividends as contemplated by Section 6.04(y)."
9. Section 6.09 of the Credit Agreement is hereby amended by (i)
inserting prior to the reference to "Senior Subordinated Bridge B Loans" in
clause (b)(i) thereof the phrase "Term Loan C Financing, the", (ii) inserting
prior to the reference to "Senior Subordinated Bridge B Financing Documents" in
clause (b)(ii) thereof the phrase "Term Loan C Financing Documents, the" and
(iii) inserting "(x)" prior to the phrase "in effect on the Closing Date" in
clause (d)(C) thereof and deleting the "(x)" preceding the phrase "the Senior
Subordinated B Loan Agreement" in said clause (d)(C).
10. The Lenders hereby agree that no Default or Event of Default
exists under Section 7.01(f) of the Credit Agreement as a result of Dresdner
Bank AG having the right (but not exercising the right) to require the
Indebtedness outstanding under the Credit Agreement effective as of March 1,
2004 between the Company and Dresdner Bank AG, Frankfort Branch to be repaid,
redeemed or purchased as a result of the Transaction.
11. The Lenders hereby authorize the Collateral Agent to enter into
such amendments to the Security Documents as are satisfactory to the Collateral
Agent to give effect to the security interests being granted in favor of the
Term Loan C Financing.
12. In order to induce the Lenders to enter into this Amendment, the
Term Borrower hereby represents and warrants that (i) each of the
representations and warranties contained in Article III of the Credit Agreement
are true and correct in all material respects on the First Amendment Effective
Date (as defined below), both before and after giving effect to this Amendment,
except to the extent such representations and warranties expressly relate to an
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 on the First Amendment Effective Date,
both before and after giving effect to this Amendment.
13. This 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 Credit Document.
14. This 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. A complete set of
counterparts shall be lodged with the Term Borrower and the Administrative
Agent.
15. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
16. This Amendment shall become effective on the date (the "FIRST
AMENDMENT EFFECTIVE DATE") when each of Holdings, the Term Borrower, CAC and the
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Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New
York, NY 10036 Attention: Denise A. Diallo (facsimile number 212-354-8113).
17. From and after the First Amendment Effective Date, all references
to the Credit Agreement in the Credit Agreement and the other Credit Documents
shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
BCP CRYSTAL HOLDINGS LTD. 2
By: /s/ Anjan Mukherjee
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Name: Anjan Mukherjee
Title: Director
BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A.
By its Manager, BCP CAYLUX HOLDINGS LTD. 1
By: /s/ Anjan Mukherjee
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Name: Anjan Mukherjee
Title: Director
CELANESE AMERICAS CORPORATION
By: /s/ Michael E. Grom
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Name: Michael E. Grom
Title: Vice President - Finance,
Principal Financial Officer & Treasurer
By: /s/ Julie K. Chapin
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Name: Julie K. Chapin
Title: Vice President - Law,
Principal Executive Officer & Secretary
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent and as Lender
By: /s/ Carin M. Keegan
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Name: Carin M. Keegan
Title: Vice President
By: /s/ Diane F. Rolfe
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Name: Diane F. Rolfe
Title: Vice President
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MORGAN STANLEY SENIOR FUNDING, INC.,
as Global Coordinator and as Lender
By: /s/ Eugene F. Martin
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Name: Eugene F. Martin
Title: Vice President
DEUTSCHE BANK AG, CAYMAN ISLANDS
BRANCH, solely as Deposit Bank
By: /s/ Carin M. Keegan
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Name: Carin M. Keegan
Title: Vice President
By: /s/ Diane F. Rolfe
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Name: Diane F. Rolfe
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent and as Lender
By: /s/ Carin M. Keegan
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Name: Carin M. Keegan
Title: Vice President
By: /s/ Diane F. Rolfe
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Name: Diane F. Rolfe
Title: Vice President
MORGAN STANLEY SENIOR FUNDING, INC.,
as Global Coordinator and as Lender
By: /s/ Eugene F. Martin
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Name: Eugene F. Martin
Title: Vice President
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DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH,
solely as Deposit Bank
By: /s/ Carin M. Keegan
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Name: Carin M. Keegan
Title: Vice President
By: /s/ Diane F. Rolfe
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Name: Diane F. Rolfe
Title: Vice President
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