Exhibit 10.22(b)
SECOND AMENDMENT
TO THE
LIMITED PARTNERSHIP
AGREEMENT
OF
LYONDELL-CITGO REFINING
LP
This Second Amendment (this “
Second Amendment ”) to the Limited Partnership
Agreement of LYONDELL-CITGO REFINING LP, a Delaware limited
partnership (the “ Partnership ”), is made 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 ”), LYONDELL REFINING
PARTNERS LP , a Delaware limited partnership (“
Lyondell LP ”), and LYONDELL REFINING COMPANY
LP , a Delaware limited partnership (“ Lyondell GP
” and, together with CITGO LP, CITGO GP and Lyondell LP, the
“ LCR Partners ”).
RECITALS
WHEREAS, in accordance with
Section 12.4 of the Limited Partnership Agreement of the
Partnership dated December 31, 1998, as amended (the “
LP Agreement ”), the Representatives have approved
this Amendment;
WHEREAS, the LCR Partners being all
of the Partners of the Partnership desire to amend the
Agreement.
NOW, THEREFORE, the LP Agreement is
hereby amended as follows:
Section 1. Defined Terms
. Capitalized terms used and not otherwise defined herein shall
have the meanings given such terms in the LP Agreement.
Section 2. Effectiveness of
Partnership Agreement . Except as amended by this Second
Amendment, all terms and conditions of the LP Agreement shall
remain in
