Share Pledge Agreement

Exhibit 10.13 ------------------------------------------------------ SHARE PLEDGE AGREEMENT (ERSTRANGIGE AKTIENVERPFANDUNG) ------------------------------------------------------ DATED 8 JUNE 2004 BETWEEN BCP CRYSTAL ACQUISITION GMBH & CO. KG AS PLEDGOR DEUTSCHE BANK AG, NEW YORK BRANCH AS COLLATERAL AGENT AND PLEDGEE AND CERTAIN OTHER FINANCIAL INSTITUTIONS AS PLEDGEES BAKER & MCKENZIE FRANKFURT THIS AGREEMENT is dated 8 June 2004 and made between:(1) BCP CRYSTAL ACQUISITION GMBH & CO. KG, a limited partnership established under the laws of Germany and registered with the commercial register at the local court of Stuttgart under registration number HRA 13860, as pledgor (the "PLEDGOR");(2) DEUTSCHE BANK AG, NEW YORK BRANCH as collateral agent (the "COLLATERAL AGENT"); and(3) the finance parties listed in Schedule 1 hereto (each of them a "PLEDGEE", and together with the Collateral Agent, the "PLEDGEES").WHEREAS(A) The Pledgor has been established for the purpose of acquiring the shares in the registered capital of the Company by way of a public offer for purchase of shares made in compliance with the German Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz) and by other means.(B) Various financing facilities are or will be made available to the Pledgor's indirect parent company, BCP Caylux Holdings Luxembourg S.C.A. (a corporate partnership limited by shares (societe en commandite par actions) established under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies' Register under section B number 96771, the "PARENT") pursuant to the Loan Agreement, the Senior Subordinated Notes and certain other financing arrangements. All loans made available to the Parent under the Loan Agreement will be used to repay amounts borrowed by the Parent under a Senior Subordinated Bridge B Loan Agreement dated as of 6 April 2004 which amounts have been on-lent, and remain outstanding, to the Pledgor by way of the Bidco Loan.(C) The Pledgor has agreed to grant a first ranking pledge over its shares in the Company in favour of the Pledgees as security for their claims under the Loan Agreement as further set out in this Agreement.(D) Pursuant to the Loan Agreement, the Collateral Agent acts as collateral agent for the Lenders thereunder.IT IS AGREED as follows:1. DEFINITIONS AND INTERPRETATION1.1 DEFINITIONS OF THE LOAN AGREEMENT All capitalised terms used in this Agreement (including the preamble) and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.1.2 FURTHER DEFINED TERMS In this Agreement (including the preamble): "ANCILLARY RIGHTS" means all claims for the payment of dividends, distributions or other monetary claims and all other rights pertaining to the Shares (other than voting rights), including without limitation any subscription rights. "COLLATERAL" means the Pledged Shares. 1 "COMPANY" means Celanese Aktiengesellschaft, a joint stock corporation incorporated under the laws of Germany and registered with the commercial register at the local court of Konigstein im Taunus under registration number HRB 5277. "CUSTODIAN" means Clearstream Banking AG, Frankfurt am Main. "DEPOSITORY BANK" means B. Metzler seel. Sohn & Co. KGaA, Frankfurt am Main. "ENFORCEMENT NOTICE" means a written notice delivered to the Collateral Agent by the Required Pledgees directing the Collateral Agent to exercise one or more specific rights or remedies under this Agreement. "LOAN AGREEMENT" means the loan agreement dated as of 8 June 2004 among inter alia BCP Crystal Holdings Ltd. 2, the Parent, the Collateral Agent and the respective financial institutions listed in Schedule 1 hereto. "LOAN DOCUMENTS" means the "Loan Documents" as such term is defined in the Loan Agreement. "PLEDGED SHARES" means the Securities and all Ancillary Rights pertaining thereto. "REQUIRED PLEDGEES" means "Required Lenders" as such term is defined in the Loan Agreement. "SECURED OBLIGATIONS" means all existing, future, actual and contingent claims which any of the Pledgees may have, either individually or collectively, against the Parent under the Loan Agreement or any other Loan Document, including but not limited to, all claims for costs and expenses in relation to the enforcement of any security provided for such claims and the Parallel Debt pursuant to Section 9.19 of the Loan Agreement. For the avoidance of doubt, the Secured Obligations shall include any obligations of the Parent based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt). "SECURITIES" means all Share Certificates presently and in future deposited with the Securities Account, and, to the extent any Shares are incorporated in share certificates held in collective safe custody either with the Custodian or any Depository Bank, the pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand) being credited to the Securities Account at any time. "SECURITIES ACCOUNT" means, collectively, the securities deposit accounts of the Pledgor identified in Clause 2. "SHARE CERTIFICATES" means the global share certificates representing the Shares, deposited with the Custodian, and any other certificate or securities representing any of the Shares or any rights in relation thereto, including interest and dividend coupons, annuity bands, renewal coupons and all related certificates. "SHARE PLEDGE" means the pledge over the Pledged Shares pursuant to Clause 3 hereof. "SHARES" means all of the 54,790,369 registered ordinary shares (auf den Namen lautende nennwertlose Stuckaktien) and all future shares in the registered capital of the Company, arising from a capital increase, split of shares or otherwise the Pledgor now holds or may hold in the future. 2 "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.1.3 SUCCESSORS AND ASSIGNS The expressions "PARENT", "PLEDGOR", "PLEDGEES" and "COLLATERAL AGENT" shall, where the context permits, include all of their respective successors and assigns in their relevant capacity.1.4 MISCELLANEOUS In this Agreement, unless the context requires otherwise: (a) Statutes: references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time; (b) Documents: references to this Agreement and the Loan Agreement or to any of them shall be construed as references to this Agreement or such document as the same may be amended, supplemented or restated from time to time; and (c) Singular and Plural: save where the contrary is indicated, the singular of any defined term includes the plural, and vice versa.2. SECURITIES ACCOUNT The Pledgor maintains the following securities account with the Depository Bank: ------------------------------------------------------------------------ ACCOUNT NUMBER SORT CODE OF DEPOSITORY BANK ----------------------------------------------------------------------- 12210-0001 502 307 00 -----------------------------------------------------------------------3. PLEDGE OF SHARES3.1 The Pledgor hereby grants to the Pledgees a first ranking pledge over the Pledged Shares as security for the Secured Obligations as further set out in Clause 4 hereof.3.2 For the avoidance of doubt, the Share Pledge shall, to the extent the Pledged Shares are incorporated in Share Certificates held in collective safe custody either with the Custodian or the Depository Bank, attach to the pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand).3.3 In order to perfect the pledge, the Pledgor hereby irrevocably assigns to the Pledgees all its present and future claims against the Custodian and the Depository Bank for delivery of the Share Certificates representing the Pledged Shares (Abtretung des Herausgabeanspruchs) pursuant to (without limitation) Sections 870 and 871 of the German Civil Code (Burgerliches Gesetzbuch) and Sections 7 and 8 of the Securities Deposit Act (Depotgesetz).3.4 The Share Pledge shall extend automatically to any newly issued certificates representing, replacing or supplementing any of the Pledged Shares which shall forthwith be credited to or, to the extent such certificates will not be held in collective safe custody, deposited with 3 and held in, the Securities Account without the Pledgor taking possession of them at any time.3.5 The Pledgees hereby accept such pledge and assignments.3.6 In addition to the pledge created in accordance with Clause 3.1 through 3.5 above, the Pledgor and the Pledgees hereby create a pledge over the Shares credited to the Securities Account at any time by way of pledging the Pledgor's rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with Sections 413, 398 of the German Civil Code (Burgerliches Gesetzbuch).4. PURPOSE OF THE SHARE PLEDGE The Share Pledge shall serve as security for the due and punctual satisfaction of the Secured Obligations.5. RIGHTS OF PLEDGOR5.1 Until written notice from the Collateral Agent revoking such rights, the Pledgor shall have the right to (i) receive and retain all dividends and all other payments in respect of the Pledged Shares and (ii) receive, retain and exercise all other Ancillary Rights. Such written notice shall only be given by the Collateral Agent when the Pledgees are entitled to revoke the Pledgor's rights under this Clause 5.1 pursuant to Clause 8.1 (a), first sentence. For the avoidance of doubt, the parties hereby agree that the Depository Bank may rely on any written notice from the Collateral Agent hereunder without having to enquire whether the conditions of Clause 8.1 (a), or any other conditions, are satisfied.5.2 The voting rights pertaining to the Shares remain with the Pledgor subject, however, to the provisions of Clause 7.4 below.6. REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR The Pledgor hereby represents and warrants to each of the Pledgees that:6.1 Share Certificates endorsed in blank: the Share Certificates are duly endorsed in blank (Blankoindossament);6.2 Good title to Pledged Shares: the Pledgor is the true and lawful holder of legal title to the Pledged Shares and save for the Share Pledge hereunder, no third party has any right, claim, title, interest, pledge, lien or other encumbrance or charge whatsoever in or to the Pledged Shares or the rights to receive dividends, distributions or other payments thereon;6.3 Waiver of Depository Bank: the Depository Bank has waived any right of retention and any right of set-off as well as any rights of pledge the Depository Bank may have pursuant to its general business terms and conditions or otherwise in respect of the Securities Account (pursuant to the written declaration dated 7 June 2004 a copy of which is attached hereto as Schedule 2).7. UNDERTAKINGS OF THE PLEDGOR The Pledgor hereby undertakes to each of the Pledgees:7.1 Use of Securities Account: to procure that all Share Certificates representing Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares (and 4 in any event (i) in case of shares held in collective safe custody with the Custodian at the time of acquisition: within two Business Days following such acquisition, and (ii) in case of shares which are not held in collective safe custody with the Custodian at the time of acquisition: within four Business Days following such acquisition), be credited to or, to the extent Share Certificates will not be held in collective safe custody, deposited with and held in, the Securities Account;7.2 Notification to and instruction of Company and Depository Bank: to notify the Company (in form and substance satisfactory to the Collateral Agent) and the Depository Bank (substantially in the form attached hereto as Schedule 3) of the Share Pledge immediately following execution of this Agreement. Evidence of such notification and the confirmation of the Company and the Depository Bank to comply with the instructions contained therein shall be delivered to the Collateral Agent without delay, and in any case no later than ten (10) Business Days following execution of this Agreement;7.3 Information of Pledgees: to notify the Pledgees, by notification in writing to the Collateral Agent, of any shareholders' meeting at which a shareholders' resolution is intended to be adopted which could have an adverse effect on the Share Pledge;7.4 Exercise of voting rights: to act, in exercising its voting rights pertaining to the shares, in good faith to ensure that the existence or validity of the Share Pledge is not adversely affected, and in particular not to adopt without the prior written consent of the Pledgees (acting through the Collateral Agent) any resolutions regarding amendments to the articles of association of the Company which might adversely affect the security position of the Pledgees PROVIDED THAT this undertaking shall not restrict the ability of the Pledgor to implement the transactions forming part of, or entered into to give effect to, the Restructuring and/or the Domination Agreement;7.5 Attachment proceedings: to notify the Collateral Agent promptly if any item of the Collateral is affected by or subject to attachment proceedings or other similar measures. In the event of an attachment or other similar measure, the Pledgor shall provide the Collateral Agent, at its reque ...