Exhibit 99.3
PARTNERSHIP INTEREST TRANSFER
AGREEMENT
THIS PARTNERSHIP INTEREST TRANSFER
AGREEMENT (this “ Agreement” ) is made and
entered into as of July 31, 2006, by and among CITGO
REFINING INVESTMENT COMPANY , an Oklahoma corporation (“
CITGO LP ”), CITGO GULF COAST REFINING, INC. ,
a Delaware corporation (“ CITGO GP ” and,
together with CITGO LP, the “ Assignors ”),
LYONDELL HOUSTON REFINERY A INC. , a Delaware corporation
(“ Newco A ”), LYONDELL HOUSTON REFINERY
INC. , a Delaware corporation (“ Newco LP ”
and, together with Newco A, the “ Assignees ”),
LYONDELL REFINING PARTNERS LP , a Delaware limited
partnership (“ Lyondell LP ”), and LYONDELL
REFINING COMPANY LP , a Delaware limited partnership (“
Lyondell GP ” and, together with Lyondell LP, the
“ Lyondell Partners ”).
W I T N E S S E T H
:
WHEREAS, the Assignors and the
Lyondell Partners own all of the partnership interests in
LYONDELL-CITGO Refining LP, a Delaware limited partnership (“
LCR ”);
WHEREAS, Lyondell Chemical Company,
a Delaware corporation (“ Buyer ”), indirectly
owns 58.75% of the issued and outstanding partnership interests of
LCR (the “ LCR Interests ”) through the Lyondell
Partners;
WHEREAS, CITGO Petroleum
Corporation, a Delaware corporation (“ Seller
”), indirectly owns 41.25% of the LCR Interests through CITGO
LP, with a 40.25% limited partnership interest in LCR, and CITGO
GP, with a 1% general partnership interest in LCR;
WHEREAS, Buyer formed Newco A to
purchase CITGO GP’s 1% general partnership interest in LCR
(save and except the rights reserved by Seller under
Section 2.7 of the SPA (as hereinafter defined)) (the “
CITGO GP Interest ”);
WHEREAS, Buyer formed Newco LP to
purchase CITGO LP’s 40.25% limited partnership interest in
LCR (save and except the rights reserved by Seller under
Section 2.7 of the SPA) (the “ CITGO LP Interest
” and, together with the CITGO GP Interest, the “
Assigned Interests ”);
WHEREAS, Buyer and Seller have
entered that certain Sale and Purchase Agreement dated as of the
date hereof (the “ SPA ”) whereby Seller agreed
to cause the Assigned Interests to be sold, assigned and
transferred to Newco A and Newco LP, and Buyer agreed that Newco A
and Newco LP would purchase and accept the Assigned Interests from
Seller in accordance with the terms and conditions of the
SPA;
WHEREAS, Section 2.4(i) of the
SPA provides that Seller shall deliver, or cause to be delivered to
Buyer, instruments of assignment and transfer as necessary to
transfer to Newco A and Newco LP, all of CITGO GP’s and CITGO
LP’s right, title and interest in the Assigned Interests free
and clear of all Liens (as defined in the SPA); and
WHEREAS, pursuant to this Agreement
the Assignees desire to sell to the Assignors, and the Assignors
desires to purchase from the Assignees, the Assigned Interests in
accordance with the terms and conditions of this Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of
the parties’ promises, undertakings and agreements
hereinafter set out and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement do hereby agree as follows:
1. Transfer of CITGO LP
Interest . CITGO LP hereby assigns, transfers, sets over,
conveys and delivers unto Newco LP, its successors and assigns, all
of the rights, powers, privileges and interests of CITGO LP in and
to the CITGO LP Interest free and clear of all Liens, TO HAVE AND
TO HOLD the same unto Newco LP, its successors and assigns,
forever, and CITGO LP does hereby bind itself, its successors and
assigns to warrant and defend title to the CITGO LP Interest unto
Newco LP, its successors and assigns, against the lawful claims of
any and all persons whomsoever in accordance wit
