EX-10.2



 







    Exhibit 10.2



 



    [The Schedules and Exhibits referenced in this Second Amendment
    to Purchase Agreement have been omitted pursuant to
    Item 601(b)(2) of
    Regulation S-K.
    Copies of the omitted Schedules and Exhibits will be provided to
    the Securities and Exchange Commission upon its request.]



 




    SECOND
    AMENDMENT TO PURCHASE AGREEMENT



 



    THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Second
    Amendment”) is entered into as of the 1st day of July,
    2007, by and among ADVENT OXEA CAYMAN LTD., a Cayman Island
    limited liability company (“Parent Buyer”),
    OXEA CORPORATION, a Delaware corporation
    (“U.S. Buyer”), OXEA HOLDING GMBH, a
    German limited liability company (“German
    Holdco”), OXEA DEUTSCHLAND GMBH, a German limited
    liability company (“German Buyer”), OXEA
    BISHOP, LLC, a Delaware limited liability company (“Oxea
    Bishop”), OXEA JAPAN KK, a Japanese business
    corporation (“Oxea Japan”), OXEA UK LTD., a
    United Kingdom limited company (“Oxea UK”),
    CELANESE LTD., a Texas limited partnership (“Celanese
    Ltd.”), TICONA POLYMERS INC., a Delaware corporation
    (“Ticona,” and together with Celanese Ltd.,
    “U.S. Seller”), and CELANESE CHEMICALS
    EUROPE GMBH, a German limited liability company (“German
    Seller”). U.S. Seller and German Seller are
    collectively referred to herein as “Sellers”
    and individually as a “Seller.” Parent Buyer,
    U.S. Buyer, German Holdco, German Buyer, Oxea Bishop, Oxea
    Japan and Oxea UK are collectively referred to herein as
    “Buyer”. Buyer, U.S. Seller and German
    Seller are collectively referred to herein as the
    “Parties” and individually as a
    “Party.”



 



    WHEREAS, certain of the Parties are party to that certain
    Purchase Agreement dated as of December 12, 2006, as
    amended by that certain First Amendment to Purchase Agreement
    dated as of February 28, 2007 among all the Parties (as
    amended, the “Purchase Agreement”); and



 



    WHEREAS, the Parties desire to further amend the Purchase
    Agreement in accordance with Section 11(i) thereof as set
    forth in this Second Amendment.



 



    NOW, THEREFORE, in consideration of the premises and mutual
    promises herein made, the Parties agree as follows:



 



    1. Capitalized Terms. Unless otherwise defined
    in this Second Amendment, all capitalized terms used herein
    shall have the meanings ascribed to such terms in the Purchase
    Agreement.



 



    2. Non-Solicitation by Buyer. Section 6(c)
    of the Purchase Agreement is hereby amended by adding a new
    subparagraph (vi) after Section 6(c)(v) (and
    renumbering subparagraph (vi) as a new subparagraph (vii))
    as follows:



 



    ‘‘(vi) Buyer agrees that during the period
    commencing on July 1, 2007 and ending on the third
    anniversary of the Closing Date, the Buyer (including any
    Subsidiary of Parent Buyer) shall not cause, solicit, induce or
    encourage employees of Parent or Sellers (or any other Affiliate
    of Parent) to leave such employment; provided, however, that
    this prohibition shall not apply to any such employee who
    responds to a public solicitation not targeted directly at such
    employee, Parent or the Sellers (or any other Affiliate of
    Parent).”



 



    3. Payments under Natural Gas
    Contract. Section 6 of the Purchase Agreement is
    hereby amended by adding a new subparagraph (p) thereto as
    follows:



 



    ‘‘(p) Parent and Sellers acknowledge that Buyer has
    agreed to credit Seller with EUR 600,000 as an account
    receivable in the Working Capital calculation on the Closing
    Date Statement, which amount relates to the rebates to be paid
    to German Seller under that certain supply agreement (as amended
    by letter agreement dated 11 February 2007) between
    German Seller and Infraserv GmbH & Co. Hochst KG
    (“IFS”) (the “IFS Supply Agreement”) to
    supply natural gas to the syngas plant in Oberhausen (the
    “IFS Supply Agreement”). According to the IFS Supply
    Agreement, German Seller was entitled to the following payments:



 



    (a) By 1 April 2007 — EUR
    2.0 million plus VAT;



 



    (b) By 1 July 2007 — EUR 1.5 million
    plus VAT; and



 



    (c) By 1 February 2008 — EUR
    2.0 million plus VAT.













 






    Parent and Sellers acknowledge and agree that (i) the IFS
    Supply Agreement is deemed assigned from German Seller to German
    Buyer with economic effect as of the Closing pursuant to
    Section 2(a)(v) of the Agreement, (ii) German Buyer is
    entitled to all rights of German Seller in and to the
    aforementioned rebates (totaling EU5.5M) to be paid to German
    Seller under the IFS Supply Agreement, and (iii) Sellers
    shall notify IFS to pay all such rebates directly to Buyer. In
    the event any such rebates are mistakenly paid to Parent or the
    Sellers, Parent or Sellers shall promptly pay such amounts over
    to Buyer.”



 



    4. Purchase Agreement Definition. All
    references in the Purchase Agreement to “this
    Agreement” and any other references of similar import shall
    hereafter refer to the Purchase Agreement as amended by this
    Second Amendment.



 



    5. Purchase Price Allocation; Closing Date Statement;
    Final Specified Deductions. Prior to the date hereof
    the Parties have finalized the Closing Date Statement and the
    Final Specified Deductions (as such terms are defined in the
    Purchase Agreement). The Parties agree that the purchase price
    allocation attached as Exhibit A hereto shall be the
    final agreed upon allocation referenced in Section 2(e) of
    the Purchase Agreement.



 



    6. Counterparts. This Second Amendment may be
    executed in one or more counterparts (including by means of
    facsimile), each of which shall be deemed an original but all of
    which together will constitute one and the same instrument.
    Delivery of an executed counterpart of a signature page to this
    Second Amendment by facsimile shall be effective as delivery of
    an originally executed counterpart to this Agreement.



 



    7. Effect of Second Amendment. Except as set
    forth in this Second Amendment, the terms and provisions of the
    Purchase Agreement (a) are hereby ratified and confirmed,
    and (b) shall be and remain in full force and effect.



 




    BALANCE
    OF PAGE INTENTIONALLY LEFT BLANK













 






    IN WITNESS WHEREOF, the Parties have executed this Second
    Amendment as of the date first above written.



 


	 	 	 
	

    ADVENT OXEA CAYMAN LTD.


	
 
	
    OXEA DEUTSCHLAND GMBH

	
 
	
 
	
 

	

    By: /s/  Michael
    J. Ristaino


    




	
 
	

    By: /s/  Martina
    Floeel


    





	
 
	
 
	
 

	

    Name: Michael Ristaino

    




	
 
	

    Name: Martina Floeel

    





	
 
	
 
	
 

	

    Title: Director

    




	
 
	

    Title: Managing Director

    





	
 
	
 
	
 

	
    OXEA CORPORATION
	
 
	
    OXEA BISHOP, LLC

	
 
	
 
	
 

	

    By: /s/  Robert
    B. Gengelbach


    




	
 
	

    By: /s/  Robert
    B. Gengelbach


    





	
 
	
 
	
 

	

    Name: Robert B. Gengelbach

    




	
 
	
    Name: Robert B. Gengelbach

    


	
 
	
 
	
 

	

    Title: President

    




	
 
	

    Title: President

    





	
 
	
 
	
 

	
    OXEA HOLDING GMBH
	
 
	
    OXEA JAPAN KK

	
 
	
 
	
 

	

    By: /s/  Cornelius
    Robertson


    




	
 
	

    By: /s/  Cornelius
    Robertson


    





	
 
	
 
	
 

	

    Name: Cornelius Robertson

    




	
 
	

    Name: Cornelius Robertson

    





	
 
	
 
	
 

	

    Title: Managing Director

    




	
 
	

    Title: Managing Director

    





	
 
	
 
	
 

	
 
	
 
	
    OXEA UK LTD.

	
 
	
 
	
 

	
 
	
 
	

    By: /s/  Cornelius
    Robertson


    





	
 
	
 
	
 

	
 
	
 
	

    Name: Cornelius Robertson

    





	
 
	
 
	
 

	
 
	
 
	

    Title: Managing Director

    























 






    IN WITNESS WHEREOF, the Parties have executed this Second
    Amendment as of the date first above written.



 


	 	 	 
	

    CELANESE LTD.


	
 
	
    CELANESE CHEMICALS EUROPE GMBH

	

    By: Its General Partner, Celanese International Corporation


	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Kevin
    J. Rogan


    




	
 
	
    By: /s/  Michael
    Reap


    


	
 
	
 
	
 

	

    Name: Kevin J. Rogan

    




	
 
	

    Name: Michael Reap

    





	
 
	
 
	
 

	

    Title: Assistant Secretary

    




	
 
	

    Title: Attorney-in-Fact

    





	
 
	
 
	
 

	
    TICONA POLYMERS INC.
	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Kevin
    J. Rogan


    




	
 
	
 

	
 
	
 
	
 

	

    Name: Kevin J. Rogan

    




	
 
	
 

	
 
	
 
	
 

	

    Title: Assistant Secretary