Exhibit 10.22(c)
THIRD AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
LYONDELL-CITGO REFINING
LP
This Third Amendment (this “
Amendment ”) to the Limited Partnership Agreement of
LYONDELL-CITGO Refining LP (the “ Partnership ”)
dated December 31, 1998 (as heretofore amended, the “
Partnership Agreement ”) is made as of August 1,
2006 by Lyondell Refining Company LP, a Delaware limited
partnership (“ LRC ”), which is the general
partner of the Partnership, Lyondell Refining Partners, LP, a
Delaware limited partnership (“ LRP ”), which is
a limited partner of the Partnership, Lyondell Houston Refinery
Inc., a Delaware corporation (“ LHR ”), which is
a limited partner of the Partnership, and Lyondell Houston Refinery
A Inc., a Delaware corporation (“ LHRA ”), which
is an assignee of CITGO Gulf Coast Refining, Inc.’s 1%
general partnership interest in the Partnership.
RECITALS
WHEREAS, CITGO Refining Investment
Company, an Oklahoma corporation and former limited partner of the
Partnership (“ CITGO LP ”), has sold and
transferred all of its rights, powers, privileges and interests in
the Partnership (save and except the rights reserved by CITGO
Petroleum Corporation, a Delaware corporation (“ CITGO
”), under Section 2.7 of the Sale and Purchase Agreement
(the “ SPA ”) dated as of July 31, 2006 by
and between CITGO and Lyondell Chemical Company, a Delaware
corporation (“ Lyondell ”)) to LHR;
WHEREAS, CITGO Gulf Coast Refining,
Inc., a Delaware corporation and former general partner of the
Partnership (“ CITGO GP ”), has sold and
transferred all of its rights, powers, privileges and interests in
the Partnership (save and except the rights reserved by CITGO under
Section 2.7 of the SPA) to LHRA;
WHEREAS, LRC and LRP have consented
to (i) the transfer of CITGO GP’s 1% general partnership
interest in the Partnership to LHRA and (ii) the transfer of
CITGO LP’s 40.25% limited partnership interest in the
Partnership to LHR but have not consented to the admission of LHRA
as a partner of the Partnership;
WHEREAS, LRC, LRP and LHR are the
current partners of the Partnership (the “ Current
Partners ”) and LHRA is an assignee of a partnership
interest in the Partnership;
WHEREAS, pursuant to this Amendment,
LHRA will become a Limited Partner (as such term is defined in the
Partnership Agreement) of the Partnership (LHRA, together with the
Current Partners are referred to herein as the “
Partners ”);
WHEREAS, pursuant to this Amendment,
the Partners desire to reconstitute and continue the Partnership in
accordance with the provisions of Section 11.10 of the
Partnership Agreement;
WHEREAS, Lyondell is the indirect
parent of the Partnership;
WHEREAS, Lyondell is proposing to
enter into a Credit Agreement among Lyondell, as borrower, the
lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent (the “Credit
Agreement”);
WHEREAS, the Partners are
contemplating entering into a security agreement pursuant to which
they will pledge their partnership interests in the Partnership to
secure the obligations of Lyondell under the Credit Agreement and
certain other obligations described therein;
WHEREAS, certain provisions of the
Partnership Agreement restrict the pledge by the Partners of their
interests in the Partnership;
WHEREAS, the Partnership is
contemplating entering into a security agreement pursuant to which
it will grant a security interest in certain of its assets and a
mortgage pursuant to which it will mortgage certain of its real
property;
WHEREAS, the Partners desire to
amend certain provisions of the Partnership Agreement to allow for
the granting of such security interest and such
mortgage;
WHEREAS, the Partners desire to
amend certain provisions of the Partnership Agreement relating to
the composition of the Partnership Governance Committee, actions by
the Partnership Governance Committee, officers of the Partnership,
and certain other matters;
NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Partners hereby agree 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.
Reconstitution . Pursuant to Section 11.10 of the
Partnership Agreement, the Partnership is hereby reconstituted and
continued.
Section 3. Effectiveness of
Partnership Agreement . Except as amended by this Amendment,
all terms and conditions of the Partnership Agreement shall remain
in full force and effect among the Partners.
Section 4. Admission of
Substitute Limited Partners . LHR is hereby admitted as a
Limited Partner of the Partnership as the Substitute Limited
Partner for CITGO LP. LHRA’s interest in
