Exhibit 3.18
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CELANESE LTD.
THIS AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CELANESE LTD., is
entered into by and between Celanese International Corporation, a
Delaware corporation, as General Partner (the “ General
Partner ”), and Celanese Chemicals, Inc., a Delaware
corporation, as limited partner (the “ Limited Partner
”).
RECITALS
WHEREAS, the
General Partner, under its former name Hoechst Celanese Texas
Holdings, Inc. and the Limited Partner entered into an Agreement of
Limited Partnership effective as of November 30, 1995 (the “
Original Agreement ”) and formed a limited partnership
(the “ Partnership ”) subject to the provisions
of the Texas Revised Limited Partnership Act (Tex. Rev. Civ. Stat.
Art. 6132a-1), as amended from time to time (the “ Act
”); and
WHEREAS, the
General Partner filed a Certificate of Limited Partnership (the
“ Certificate of Limited Partnership ”) with the
Texas Secretary of State on November 30, 1995 and amended the
Certificate of Limited Partnership effective as of December 31,
1997; and
WHEREAS, the
General Partner and the Limited Partner desire to amend and restate
the Original Agreement;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein
contained, the parties hereby agree as follows:
1.
Name
. The name of the limited
partnership formed hereby is Celanese Ltd. (the “
Partnership ”)
2.
Purpose
. The Partnership is formed for the
object and purpose of, and the nature of the business to be
conducted and promoted by the Partnership is, engaging in any
lawful act or activity for which limited partnerships may be formed
under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3.
Registered
Office . The address of the registered
office of the Partnership in the State of Texas is c/o CT
Corporation System, 350 North St. Paul Street, Dallas, Texas
75201.
4.
Registered
Agent . The name and address of the registered
agent of the Partnership for service of process on the Partnership
in the State of Texas is CT Corporation System, 350 North St. Paul
Street, Dallas, Texas 75201.
5.
Partners
. The names and the mailing
addresses of the General Partner and the Limited Partner are as
follows:
General Partner
.
Celanese International Corporation
P.O. Box 819005
Dallas, TX 75381-9005
Limited Partner
Celanese Chemicals, Inc.
2850 Cherry Road
Rock Hill, South Carolina 29730
6.
Powers of
the General Partner . The powers of the General Partner
include all powers, statutory and otherwise, possessed by general
partners under the laws of the State of Texas.
7.
Powers of
the Partnership . The Partnership shall be empowered
to do any and all acts and things necessary, appropriate, proper,
advisable, incidental to or convenient for the furtherance and
accomplishment of the purpose and business described herein and for
the protection and benefit of the Partnership, including without
limitation the following:
(a)
To borrow money and issue
evidences of indebtedness, to refinance such indebtedness, to
secure the same by mortgages, deeds of trust, security interests,
pledges or other liens on all or any part of the assets of the
Partnership, to enter into contracts of guaranty or suretyship, and
to confess and authorize confession of judgement in connection with
the foregoing or otherwise;
(b)
To secure, maintain and
pay for insurance against liability or other loss with respect to
the activities and assets of the Partnership,
(c)
To employ or retain such
persons as may be necessary or appropriate for the conduct of the
Partnership’s business, including permanent, temporary or
part-time employees and attorneys, accountants, agents, consultants
and contractors and to have employees and agents who shall be
designated as officers with titles including, but not limited to,
“vice-president,”
“president,”
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