0000950123-06-004025 SC 13D/A 2 20060331 20060331 BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P. BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV-A L.P. BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD.2 BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD.3 BLACKSTONE CHEMICAL COINVEST PARTNERS (CAYMAN) L.P. BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P. BLACKSTONE LR ASSOCIATES (CAYMAN) IV LTD. BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) IV L.P. PETER G. PETERSON STEPHAN A SCHWARZMAN Celanese CORP 0001306830 2820 980420726 DE 1231 SC 13D/A 34 005-80386 06729747 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 Blackstone Capital Partners (Cayman) Ltd 1 0001314267 980422346 SC 13D/A C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 212-583-5000 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 SC 13D/A 1 y19269sc13dza.htm SC 13D/A OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Celanese Corporation (Name of Issuer) Series A Common Stock, par value $0.0001 per share (Title of Class of Securities) 150870 10 3 (CUSIP Number) Chinh E. Chu The Blackstone Group 345 Park Avenue New York, New York 10154 (212) 583-5000 Copy to: William R. Dougherty, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2006 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Capital Partners (Cayman) Ltd. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 51,167,471 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 51,167,471 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 51,167,471 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 32.2%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 OO -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Capital Partners (Cayman) Ltd. 2 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 3,548,611 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 3,548,611 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 3,548,611 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 2.2%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 OO -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Capital Partners (Cayman) Ltd. 3 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 27,819,502 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 27,819,502 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 27,819,502 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 17.5%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 OO -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Capital Partners (Cayman) IV L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 51,167,471 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 51,167,471 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 51,167,471 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 32.2%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 PN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Capital Partners (Cayman) IV-A L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 812,632 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 812,632 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 812,632 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 0.5%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 PN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Family Investment Partnership (Cayman) IV-A L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 2,735,979 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 2,735,979 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 2,735,979 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 1.7%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 PN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Chemical Coinvest Partners (Cayman) L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 27,819,502 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 27,819,502 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 27,819,502 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 17.5%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 PN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone Management Associates (Cayman) IV L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 82,535,584 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 82,535,584 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 82,535,584 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 52.0%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 PN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Blackstone LR Associates (Cayman) IV Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 Cayman Islands SOLE VOTING POWER: 7 NUMBER OF 82,535,584 SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 82,535,584 WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 82,535,584 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 52.0%* TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 OO -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Peter G. Peterson I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 United States of America SOLE VOTING POWER: 7 NUMBER OF 82,566,361** SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 82,566,361** WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 82,566,361** CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 52.1%* ** TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 IN -------------------------------------------------------------------------------- CUSIP No. 150870 10 3 NAMES OF REPORTING PERSONS: 1 Stephen A. Schwarzman I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): 2 (a) [ ] (b) [x] SEC USE ONLY: 3 SOURCE OF FUNDS (SEE INSTRUCTIONS): 4 OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 5 [ ] CITIZENSHIP OR PLACE OF ORGANIZATION: 6 United States of America SOLE VOTING POWER: 7 NUMBER OF 82,566,361** SHARES SHARED VOTING POWER: BENEFICIALLY 8 OWNED BY EACH SOLE DISPOSITIVE POWER: REPORTING 9 PERSON 82,566,361** WITH SHARED DISPOSITIVE POWER: 10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11 82,566,361** CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): 12 [ ] PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13 52.1%* ** TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): 14 IN * The calculation of the foregoing percentage is based on 158,562,161 shares of the Issuer’s common stock outstanding as of March 30, 2006, which number was provided to the Reporting Persons by the Issuer. ** Includes 30,777 stock options exercisable for Series A Common Stock. -------------------------------------------------------------------------------- This Amendment No. 6 amends and supplements the statement on Schedule 13D, originally filed with the Securities and Exchange Commission on March 30, 2005 (as it may be amended from time to time, the “Schedule 13D”) with respect to the Series A Common Stock, par value $0.0001 per share (the “Series A Common Stock”) of Celanese Corporation, a Delaware corporation (the “Issuer”). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Unless otherwise indicated herein, terms used but not defined in this Amendment No. 6 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. On March 30, 2006, the parties to the Third Shareholders’ Agreement entered into an amendment to such agreement (the “Agreement”) pursuant to which, among other things, the parties agreed to remove BACI as a party to such agreement and to terminate the proxy previously granted by BACI to BCP 1 to vote the shares of Series A Common Stock owned by BACI in all matters to be acted upon by stockholders of the Issuer and requirement for notice regarding changes in ownership obligation. Accordingly, BCP 1 no longer has any right to vote the shares of Series A Common Stock owned by BACI. The number of shares of Series A Common Stock held by the Blackstone Entities has not changed since the filing of the most recent amendment to the Schedule 13D or as a result of entering into the Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b). The information contained on the cover pages and in Item 4 of this Schedule 13D is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. The responses to Items 4 and 5 of this Schedule 13D are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended and supplemented by the following: The following exhibit is added to the Schedule 13D: 7. Amendment No. 2 to the Third Amended and Restated Shareholders’ Agreement dated as of October 31, 2005, by and among Celanese Corporation, Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, L.P., dated March 30, 2006. -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 30, 2006 BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1 By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Director BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2 By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Director BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3 By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Director BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P. By: Blackstone Management Associates (Cayman) IV L.P., its general partner By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV-A L.P. By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P. By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person BLACKSTONE CHEMICAL COINVEST PARTNERS (CAYMAN) L.P. By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person -------------------------------------------------------------------------------- BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) IV L.P. By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person BLACKSTONE LR ASSOCIATES (CAYMAN) IV LTD. By: /s/ Robert L. Friedman Name: Robert L. Friedman Title: Authorized Person PETER G. PETERSON By: /s/ Peter G. Peterson STEPHEN A. SCHWARZMAN By: /s/ Stephen A. Schwarzman EX-99.7 2 y19269exv99w7.htm EX-99.7: AMENDMENT NO.2 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT EXECUTION COPY Amendment No. 2 to the Third Amended and Restated Shareholders’ Agreement This Amendment No. 2 to the Third Amended and Restated Shareholders’ Agreement, dated as of October 31, 2005, as amended (the “Agreement”), by and among Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the “Company”), Blackstone Capital Partners (Cayman) Ltd. 1 (“BCP 1”), Blackstone Capital Partners (Cayman) Ltd. 2 (“BCP 2”), Blackstone Capital Partners (Cayman) Ltd. 3 (“BCP 3” and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns, the “Blackstone Entities”), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership (“BACI”), is made this 30th day of March 2006, by and among the Company, the Blackstone Entities and BACI. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, in connection with, and effective upon, the consummation of the Secondary Offering of the Company, the parties entered into the Agreement in order to set forth certain understandings regarding the governance of the Company and the relationship among the Company and the Shareholders; WHEREAS, the parties entered into Amendment No. 1 to the Third Amended and Restated Shareholders’ Agreement, effective as of November 14, 2005. WHEREAS, the parties desire to amend the Agreement pursuant to Section 5.7 to terminate the Proxy contained in Section 3.2 and the requirement for notice regarding changes in ownership obligation contained in Section 3.3 and to otherwise terminate the Agreement in its entirety (except as otherwise provided herein) with respect to BA Capital Investors Sidecar Fund, L.P.; NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend the Agreement as follows: 1. Amendment to Section 3.2. Section 3.2 of the Agreement is hereby amended by deleting such Section in its entirety. 2. Amendment to Section 3.3. Section 3.3 of the Agreement is hereby amended by deleting such Section in its entirety. 3. Termination of the Agreement with respect to BACI. The Agreement is hereby terminated with respect to BACI, except that Sections 4.3 and 4.4 of the Agreement shall survive such termination. 4. Ratification and Confirmation of the Agreement. Except as so modified pursuant to this Amendment, the Agreement is hereby ratified and confirmed in all respects. 5. Effectiveness. This Amendment No. 2 shall be effective as of March 30, 2006. 6. Governing Law. This Amendment No. 2 shall be governed by, and construed in accordance with the laws of the State of New York. * * * -------------------------------------------------------------------------------- IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above. CELANESE CORPORATION By: /s/ David N. Weidman Name: David N. Weidman Title: President and Chief Executive Officer BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1 By: /s/ Benjamin J. Jenkins Name: Benjamin J. Jenkins Title: Authorized Person BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2 By: /s/ Benjamin J. Jenkins Name: Benjamin J. Jenkins Title: Authorized Person BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3 By: /s/ Benjamin J. Jenkins Name: Benjamin J. Jenkins Title: Authorized Person BA CAPITAL INVESTORS SIDECAR FUND, L.P. By: BA Capital Management Sidecar, L.P. Its: General Partner By: BACM I Sidecar GP Limited Its: General Partner By: /s/ J. Travis Hain Name: J. Travis Hain Title: Director