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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