Exhibit 99.4
TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT (this “
Agreement ”) is made and entered into by and between
LYONDELL-CITGO Refining LP, a Delaware limited partnership (“
LCR ”), and PDVSA-Petróleo, S.A., a company
formed under the laws of the Bolivarian Republic of Venezuela
(“ PDVSA ”), on August 16, 2006.
WITNESSETH:
WHEREAS, Lyondell Chemical Company, a Delaware
corporation (“ Lyondell ”), and CITGO Petroleum
Corporation, a Delaware corporation (“ CITGO ”),
are the indirect owners of all of the issued and outstanding
partnership interests in LCR;
WHEREAS, in connection with the formation of LCR, LCR and
PDVSA executed and delivered that certain Crude Oil Supply
Agreement dated May 5, 1993, as amended, under which PDVSA
sells crude oil to LCR (the “ CSA ”);
WHEREAS, LCR has requested the termination of the CSA and
has expressed its interest in executing and delivering a
replacement crude oil sales agreement with PDVSA (“
Replacement CSA ”) which would become effective upon
termination of the CSA and apply to all cargos of crude oil sold by
PDVSA and lifted by LCR, with a bill of lading date on or after
August 1, 2006 (the “ Effective Date
”);
WHEREAS, PDVSA is unwilling to terminate the CSA unless
and until it receives in consideration of agreeing to such
termination the Termination Payment (as hereinafter defined);
and
WHEREAS , LCR and PDVSA have negotiated and are ready to
terminate the CSA and to execute and deliver the Replacement CSA
which will take effect upon such termination in accordance with
this Agreement.
NOW, THEREFORE,
for and in consideration of the
mutual covenants and agreements set forth herein and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
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Upon receipt by
PDVSA, by wire transfer or delivery of other immediately available
funds, of three hundred million U.S. Dollars
(US $300,000,000.00) (the “ Termination Payment
”), the parties hereto hereby agree that (a) except as
otherwise set forth in Section 2 below and notwithstanding the
date of execution of this Agreement, the CSA shall terminate
effective as of 9:00 A.M. Central time on August 1, 2006 (the
“Effective Date”), and (b) the Replacement CSA
shall come into force and effect immediately upon such termination.
The parties hereto further agree that, for all purposes of the CSA,
the Termination Date (as defined in the CSA) shall be the Effective
Date, and each of them hereby waives compliance with the provisions
of Article III of the CSA providing for the termination of that
agreement.
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