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CE > SEC Filings for CE > Form 8-K on 1-Jul-2009All Recent SEC Filings

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Form 8-K for CELANESE CORP


1-Jul-2009

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2009, Celanese US Holdings LLC ("Celanese US"), a wholly owned subsidiary of Celanese Corporation (the "Company"), entered into an amendment (the "Amendment") to the Credit Agreement (as defined below), with a majority of the lenders under the revolving credit portion of the Credit Agreement ("the Majority Lenders under the Revolving Facility"). The Amendment amends the Credit Agreement, dated as of April 2, 2007 (as amended, the "Credit Agreement"), among Celanese Holdings LLC, Celanese US, certain subsidiaries of Celanese US, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and the other agents and lenders parties thereto.
The Amendment amends the first lien senior secured leverage ratio covenant that is applicable when amounts are borrowed under the revolving credit portion of the Credit Agreement. Prior to giving effect to the Amendment, the maximum first lien senior secured leverage ratio applicable to any period when amounts are outstanding under the revolving credit facility was 3.90 to 1.00.
As amended, the maximum senior secured leverage ratio for the following four-quarter periods is:

                                                  First Lien Senior
                                                   Secured Leverage
              Four-Quarter Period Ending                Ratio

              June 30, 2009                            4.75 to 1.00
              September 30, 2009                       5.75 to 1.00
              December 31, 2009                        5.25 to 1.00
              March 31, 2010                           4.75 to 1.00
              June 30, 2010                            4.25 to 1.00
              September 30, 2010                       4.25 to 1.00
              December 31, 2010 and thereafter         3.90 to 1.00

Such maximum first lien senior secured leverage ratio test remains applicable only when amounts are outstanding under the revolving credit facility.
In connection with the Amendment, the parties agreed to reduce the amount available under the revolving credit portion of the Credit Agreement from $650 million to $600 million.
Certain of the parties to the Amendment and their respective affiliates have, from time to time, performed, and may in the future perform, various financial, advisory, commercial banking and investment banking services for the Company and the Company's affiliates in the ordinary course of business.
The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, which is attached hereto and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number    Description
10.1              First Amendment to the Credit Agreement, dated June 30, 2009, by and
                  among Celanese US Holdings LLC and the Majority Lenders under the
                  Revolving Facility whose signatures appear on the signature pages
                  thereto.


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