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