Parent Share Pledge Agreement

Exhibit 10.9 PARENT SHARE PLEDGE AGREEMENT BY AND BETWEEN BCP CRYSTAL HOLDINGS LTD. 2 BCP CRYSTAL (CAYMAN) LTD.1 as Pledgors and DEUTSCHE BANK AG, NEW YORK BRANCH, as Pledgee and Collateral Agent and BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A., as the Company THIS PLEDGE AGREEMENT is dated April 6, 2004 and made by and between:(1) BCP CRYSTAL HOLDINGS LTD. 2, a company organized under the laws of the Cayman Islands, with registered office at c/o Walkers SPV Limited, Walker House, PO Box 908 GT, Mary Street, George Town, Grand Cayman, Cayman Islands ("BCP Crystal");(2) BCP CRYSTAL CAYMAN LTD. 1, a company organized under the laws of the Cayman Islands, with registered office at c/o Walkers SPV Limited, Walker House, PO Box 908 GT, Mary Street, George Town, Grand Cayman, Cayman Islands ("BCP Crystal Cayman")(hereinafter collectively referred to as the "Pledgors" and each a "Pledgor"),And(3) DEUTSCHE BANK AG, NEW YORK BRANCH, the New York branch of a German banking corporation, on its own behalf and as collateral agent for the benefit of the Secured Parties (as defined below), (hereinafter the "Pledgee" or the "Collateral Agent");And(4) BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A., a corporate partnership limited by shares (societe en commandite par actions) incorporated under the laws of the Grand-Duchy of Luxembourg, whose registered office is at 8-10, rue Mathias Hardt, L-1717 Luxembourg and registered at the Luxembourg Companies' Registrar under number B 96771 (hereinafter the "Company" or "Parent") acting through its general partner and manager, BCP Caylux Holdings Ltd 1, an exempted company governed by the laws of the Cayman Islands with registered office at c/o Walkers SPV Limited, Walker House, PO Box 908 GR, Mary Street, George Town, Grand Cayman, Cayman Islands ( the "General Partner and Manager")WHEREASA The Company has as of the date hereof an issued share capital of 34,000 Euro represented by 1 registered share held by the General Partner and Manager (the "GP Shares") and of 1,359 limited partners' shares, of a nominal value of 25 each;B. The Pledgors own in aggregate 1,359 registered limited partners shares representing all but one of the Shares in the issued capital of the Company (excluding for the avoidance of doubt the GP Share); 2 C. BCP Crystal, the Company, Celanese Americas Corporation ("CAC"), certain other subsidiaries of BCP Crystal from time to time party thereto as borrowers under the Revolving Facility provided for in the Credit Agreement (as defined below) (the "Subsidiary Revolving Borrowers" and together with CAC and Parent , the "Borrowers"), the Lenders party thereto from time to time (the "Lenders"), MORGAN STANLEY SENIOR FUNDING, INC., as global coordinator, DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent and as collateral agent for the Lenders, and DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers have entered into a Credit Agreement dated as of April 6, 2004 as amended, supplemented, waived or otherwise modified from time to time (the "Credit Agreement").D. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Pledge Agreement. The Pledgors are all the limited partners of the Parent, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are each willing to execute and deliver this Pledge Agreement and to pledge all their Shares (and for the avoidance of doubt the Collateral, if different from the Shares) in the Parent to secure any and all of the Secured Obligations in order to induce the Lenders to extend such credit.NOW, THEREFORE, the each of the Pledgors hereby agree with the Pledgee asfollows:1. DEFINITIONS AND INTERPRETATION1.1. Unless otherwise defined herein or the context otherwise requires, capitalised terms used in this Pledge Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement."CREDIT AGREEMENT" shall have the meaning as set out in the recitals hereto."EVENT OF DEFAULT" has the meaning given to it by the Credit Agreement."HOLDINGS GUARANTEE" means the Guarantee and Pledge Agreement between Holdings,each Intermediate HoldCo and Collateral Agent."CREDIT AGREEMENT" shall have the meaning as set out in the recitals hereto."EVENT OF DEFAULT" has the meaning given to it by the Credit Agreement."HOLDINGS GUARANTEE" means the Guarantee and Pledge Agreement between Holdings,each Intermediate HoldCo and the Collateral Agent."LOAN DOCUMENT OBLIGATIONS" means (a) the due and punctual payment by eachBorrower of (i) the unpaid principal of and interest (including interestaccruing during the pendency of any bankruptcy, insolvency, receivership orother similar proceeding, regardless of whether allowed or allowable in suchproceeding) on the Loans made to such Borrower, when and as due, whether atmaturity, by acceleration, upon one or more dates set for prepayment orotherwise, (ii) each payment required to be made by any Borrower under theCredit Agreement in respect of any Letter of Credit, when and as due, includingpayments in respect of reimbursement of disbursements, interest thereon 3 (including interest accruing during the pendency of any bankruptcy, insolvency,receivership or other similar proceeding, regardless of whether allowed orallowable in such proceeding) and obligations to provide cash collateral and(iii) all other monetary obligations of any Borrower to any of the SecuredParties under the Credit Agreement and each of the other Loan Documents,including obligations to pay fees, expense and reimbursement obligations andindemnification obligations, whether primary, secondary, direct, contingent,fixed or otherwise (including monetary obligations incurred during the pendencyof any bankruptcy, insolvency, receivership or other similar proceeding,regardless of whether allowed or allowable in such proceeding) and (b) the dueand punctual performance of all other obligations of the Borrowers under orpursuant to the Credit Agreement, this Pledge Agreement, the Holdings Guaranteeand each of the other Loan Documents."PLEDGED COLLATERAL" means the Shares, the Future Shares and any Related Assets."RELATED ASSETS" means all dividends, interest and other monies payable inrespect of the Shares and all other rights, benefits and proceeds in respect ofor derived from the Shares (whether by way of redemption, bonus, preference,option, substitution, conversion or otherwise) except to the extent theseconstitute Shares."RIGHTS OF RECOURSE" means all and any rights, actions and claims the Pledgorsmay have against (i) the obligors under the Credit Agreement or other LoanDocuments and (ii) any entity having granted security or given a guarantee forsuch obligors' obligations under the Loan Documents (the "SECURITY GRANTOR")arising under or pursuant to the enforcement of the present pledge including, inparticular, the Pledgors' right of recourse against the such obligors under theterms of Article 2028ff. of the Civil Code (including, for the avoidance ofdoubt, any right of recourse prior to enforcement), or any right of recourse byway of subrogation or any other similar right, action or claim under anyapplicable law."SECURED OBLIGATIONS" means (a) the Loan Document Obligations, (b) the due andpunctual payment and performance of all obligations of the Pledgors owing to theSecured Parties under and pursuant to this Pledge Agreement, the Series A andSeries B CPECS Pledge Agreement, (c) the due and punctual payment andperformance of all the obligations of any of the Pledgors under and pursuant tothe Holdings Guarantee (d) the due and punctual payment and performance of allobligations of any Borrower under each Swap Agreement that (i) is in effect onthe Closing Date with a counterparty that is a Lender or an Affiliate of aLender as of the Closing Date or (ii) is entered into after the Closing Datewith any counterparty that is a Lender or an Affiliate of a Lender at the timesuch Swap Agreement is entered into, and (e) the due and punctual payment andperformance of all obligations of any Borrower and any of its subsidiaries inrespect of overdrafts and related liabilities owed to a Lender or any of itsAffiliates and arising from cash management services (including treasury,depository, overdraft, credit or debit card, electronic funds transfer and othercash management arrangements)."SECURED PARTIES" means (a) the Lenders (and any Affiliate of a Lender to whichany 4 obligation referred to in clause (d) and (e) of the definition of the term"Secured Obligations" is owed), (b) the Administrative Agent and the CollateralAgent, (c) each Issuing Bank, (d) each counterparty to any Swap Agreemententered into with a Loan Party the obligations under which constitute SecuredObligations, (e) the beneficiaries of each indemnification obligation undertakenby any Loan Party under any Loan Document and (f) the successors and permittedassigns of each of the foregoing."SERIES A AND B CPECS PLEDGE AGREEMENT" means the pledge agreement of even dateherewith between Holdings and the Pledgee with respect to the Series AConvertible Preferred Equity Certificates and the Series B Convertible PreferredEquity Certificates, each issued by the Company."SHARES" means all the limited partners' shares regardless of class in the sharecapital of the Company held by, to the order or on behalf of anyone of thePledgors at any time, including for the avoidance of doubt any shares of theCompany which shall be issued to anyone of the Pledgors from time to time,regardless of the reason of such issuance, whether by way of substitution,replacement, dividend or in addition to the shares held on the date hereof,whether following an exchange, division, free attribution, contribution in kindor in cash or for any other reason (the "Future Shares"), in which case suchFuture Shares shall immediately be and become subject to the security interestcreated hereunder (and be part of the Shares).1.2. Nothing in this Agreement shall be construed as limiting any of the rights and remedies under the Credit Agreement, unless expressly set forth herein.1.3. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Pledge Agreement.1.4. For the avoidance of doubt, whenever in this Pledge Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all rights and obligations of the Pledgors (or anyone thereof) or the Pledgee that are contained in this Pledge Agreement shall bind and inure to the benefit of their respective successors and assigns.1.5. Headings and the Index used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Pledge Agreement2. PLEDGE2.1. As continuing security for the due and punctual performance, and the payment when due and discharge, of the Secured Obligations, each of the Pledgors hereby pledge as a first priority pledge to the Pledgee, who accepts, any and all of its Shares in the issued share capital of the Company of whatever nature, existing or to be acquired by such Pledgor and owned by such 5 Pledgor (including for the avoidance of doubt, any Future Shares) (the "Pledged Shares") and each of the Pledgors hereby grant to the Pledgee, a first ranking security on such Pledged Shares and in all proceeds thereof in respect of or in exchange or replacement for the Pledged Shares (the "Pledge") as collateral security for the prompt and complete payment and discharge of the Secured Obligations and transfers the Pledged Shares by way of security (gage) (pursuant to article 114(3)(c) of the Commercial Code) to the Pledgee .2.2. The Pledgee accepts the Pledge and transfer by way of security (gage) and the Company acknowledges and accepts the Pledge for purposes of article 1690 of the Luxembourg Civil Code and article 114 of the Commercial Code.2.3. The Pledgors shall simultaneously herewith, or in the case of any shareholdings issued to anyone of the Pledgors after the date hereof (i.e. any Future Shares), immediately upon the issue thereof to anyone of the Pledgors procure the inscription of the Pledge and the transfer by way of security (gage) in accordance with article 114 (3) (c) of the Commercial Code in favour of the Pledgee in the register of shareholders of the Company and provide the Pledgee with a written confirmation from the Company (together with a certified copy of the relevant pages in the register) that these inscriptions have been duly made. For the avoidance of doubt the Pledgors and the Pledgee hereby request and instruct the Company to immediately register the Pledge in the register of shareholders of the Company. Without prejudice to the above provisions, the Pledgors hereby irrevocably authorise and empower the Pledgee to cause any formal steps to be taken by the General Partner and Manager of the Company for the purpose of further perfecting the present Pledge and, for the avoidance of doubt, undertake to take any such steps itself if so directed by the Pledgee. In particular, should any such steps be required in relation to Future Shares of the Company or Related Assets, the Pledgors undertake to take any such steps immediately upon issuance or receipt of such Future Shares of the Company or Related Assets, and, where possible, to instruct the Company to take any such steps, without prejudice to the right of the Pledgee pursuant to the first sentence hereof.2.4. The Pledgors, the Pledgee and the Company jointly instruct the General Partner and Manager of the Company and Me Pierre Beissel and Me Benedicte Kurth (each of Arendt and Medernach), each acting without the other and with full power of substitution, as proxy to register the Pledge and to inscribe the Pledge in favour of the Pledgee in the register of shareholders of the Company. The text to be used for the inscriptions shall be the following with the indications: "Pursuant to the Parent Share Pledge Agreement dated [ ] 2004 between BCP Crystal Holdings Ltd 2and BCP Crystal (Cayman) Ltd. 1 as Pledgors, Deutsche Bank AG, New York Branch as Pledgee and the Company, [name relevant Pledgor] has pledged and transferred by way of security pursuant to article 114.3(c) of the Commercial Code, all its right, title, interest and benefit, present and future, on, to and 6 under all of its Shares (as well as any Future Shares) and all its right, title, interest and benefit, present and future, in and to all proceeds which may from time to time and at any time be distributed or derived from, or accrue on or arise in respect of or related to said Shares, as first ranking security to Deutsche Bank AG, New York Branch (on its on behalf and as collateral agent for the benefit of the Secured Parties). [Signature]"2.6. This Pledge shall be in addition to and independent of any other pledge, guarantee, or other security given in respect of the Secured Obligations.2.7. The Pledge created hereby shall not be affected in any way by any variation, amendment, extension, waiver, compromise or release of any or ...