Exhibit 10.22(a)
FIRST AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
LYONDELL-CITGO REFINING
LP
This First Amendment to the Limited
Partnership Agreement of LYONDELL-CITGO REFINING LP (this
“ Amendment” ) is made as of
January 24, 2006 by and between Lyondell Refining Company LP,
a Delaware limited partnership formerly known as Lyondell Refining
Company, a Delaware corporation (“Lyondell GP”),
Lyondell Refining Partners LP, a Delaware limited partnership,
CITGO Gulf Coast Refining, Inc., a Delaware corporation, and CITGO
Refining Investment Company, an Oklahoma corporation.
RECITALS
(A) The Partners have heretofore
entered into the Limited Partnership Agreement of LYONDELL-CITGO
Refining LP dated as of December 31, 1998 (the
“Partnership Agreement ”) to establish a joint
venture in the form of a Delaware limited partnership to engage in
the refining business;
(B) On December 31, 2002,
Lyondell Refining LP LLC, a Delaware limited liability company
(“ Lyondell LP ”), transferred its ownership
interest in LYONDELL-CITGO Refining LP (the “
Partnership ”) to Lyondell Refining Partners, LP, a
Delaware limited partnership, and was admitted as a Substitute
Limited Partner to the Partnership;
(C) On December 30, 2005,
Lyondell Refining Company, a Delaware corporation and a general
partner of the Partnership, converted to a Delaware limited
partnership and was admitted as a Substitute General Partner to the
Partnership; and
(D) In connection with the
conversion of Lyondell GP from a Delaware corporation to a Delaware
limited partnership, the Partners desire to amend the Partnership
Agreement on the terms set forth herein.
NOW THEREFORE, in consideration of
the premises and the mutual covenants of the Partners, it is hereby
agreed as follows:
Section 1. Defined
Terms. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Partnership
Agreement.
Section 2. Amendments to
Definitions. Each of the defini
