Common use of Conversion to Partnership and Partners Clause in Contracts

Conversion to Partnership and Partners. The Partnership converted from LYONDELL-CITGO Refining Company Ltd., a limited liability company formed under the laws of the State of Texas (the "Company"), effective as of the date of this Agreement (the "Conversion Date"), pursuant to Articles of Conversion filed pursuant to the Texas Limited Liability Company Act, and a Certificate of Conversion and a Certificate of Limited Partnership, each filed pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act"). In connection with such conversion, the Amended and Restated Regulations of the Company dated July 1, 1993 (the "Closing Date"), as amended (the "Regulations"), were superseded by this Agreement. On the Conversion Date, the limited liability company interests in the Company were converted into partnership interests in the Partnership held by (i) Lyondell Refining LP, LLC, a Delaware limited liability company ("Lyondell LP"), a Wholly Owned Subsidiary of Lyondell Chemical Company (formerly known as Lyondell Petrochemical Company), a Delaware corporation ("LParent"), (ii) CITGO Refining Investment Company, an Oklahoma corporation ("CITGO LP"), a Wholly Owned Subsidiary of CITGO Petroleum Corporation, a Delaware corporation ("CParent"), (iii) Lyondell Refining Company, a Delaware corporation ("Lyondell GP"), a Wholly Owned Subsidiary of LParent, and (iv) CITGO Gulf Coast Refining, Inc., a Delaware corporation ("CITGO GP"), a Wholly Owned Subsidiary of CParent. Upon the Conversion Date, the percentage ownership of the Partnership was as follows: Lyondell GP 10.10% CITGO GP 1.00% Lyondell LP 48.65% CITGO LP 40.25% Upon the Conversion Date, Lyondell GP's 10.10% interest consists of a 1.00% general partnership interest and a 9.10% limited partnership interest; provided, however, that for all other purposes under this Agreement, Lyondell GP shall be considered only a General Partner (as defined herein) and not a Limited Partner (as defined herein). Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. Without the need for the consent of any other Person, upon the execution of this Agreement: (i) each of Lyondell GP and CITGO GP is hereby admitted to the Partnership as a general partner of the Partnership (together, the "General Partners"), and (ii) each of Lyondell LP and CITGO LP is hereby admitted to the Partnership as a limited partner of the Partnership (together, the "Limited Partners"). Subject to the restrictions set forth in this Agreement, the Partnership shall have the power to exercise all the powers and privileges granted by this Agreement and by the Act, together with any powers incidental thereto, so far as such powers and privileges are necessary, appropriate, convenient or incidental for the conduct, promotion or attainment of the purposes of the Partnership. As of the Conversion Date, the Regulations (i) are superseded by this Agreement except to the extent of their ongoing relevance in governing matters relating to the Company and (ii) shall no longer have any force or effect except to the extent of their ongoing relevance in governing matters relating to the Company, provided, however, that all prior acts of Lyondell Refining Company, a Delaware corporation, and CITGO Refining Investment Company, an Oklahoma corporation, as members, or acts of or on behalf of the Company, under the Regulations shall remain in effect until modified or rescinded by Partnership Governance Committee Action.

Conversion to Partnership and Partners. The Partnership converted from LYONDELL-CITGO Refining Company Ltd., a limited liability company formed under the laws of the State of Texas (the "Company")Texas, effective as of the date of this Agreement December 31, 1998 (the "“Conversion Date"”), pursuant to Articles of Conversion filed pursuant to the Texas Limited Liability Company Act, and a Certificate of Conversion and a Certificate of Limited Partnership, each filed pursuant to the Delaware Revised Uniform Limited Partnership Act (the "“Act"”). In connection with such conversion, the Amended and Restated Regulations of the LYONDELL-CITGO Refining Company Ltd. dated July 1, 1993 (the "“Closing Date"”), as amended (the "“Regulations"”), were superseded by this an agreement dated December 31, 1998 (the “Original Partnership Agreement”). On the Conversion Date, the limited liability company interests in the LYONDELL-CITGO Refining Company Ltd. were converted into partnership interests in the Partnership held by (i) Lyondell Refining LP, LLC, a Delaware limited liability company ("“Former Lyondell LP"”), a Wholly Owned Subsidiary of Lyondell Chemical Company (formerly known as Lyondell Petrochemical Company), a Delaware corporation ("“LParent"”), (ii) CITGO Refining Investment Company, an Oklahoma corporation ("“Former CITGO LP"”), a Wholly Owned Subsidiary of CITGO Petroleum Corporation, a Delaware corporation ("“CParent"”), (iii) Lyondell Refining Company, then a Delaware corporation ("“Lyondell GP"”), a Wholly Owned Subsidiary of LParent, and (iv) CITGO Gulf Coast Refining, Inc., a Delaware corporation ("“Former CITGO GP"”), a Wholly Owned Subsidiary of CParent. Upon the Conversion Date, the percentage ownership of the Partnership was as follows: Lyondell GP 10.1010.10 % Former CITGO GP 1.001.00 % Former Lyondell LP 48.6548.65 % Former CITGO LP 40.25% Upon the Conversion Date, Lyondell GP's 10.10% interest consists of a 1.00% general partnership interest and a 9.10% limited partnership interest; provided, however, that for all other purposes under this Agreement, Lyondell GP shall be considered only a General Partner (as defined herein) and not a Limited Partner (as defined herein). Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. Without the need for the consent of any other Person, upon the execution of this Agreement: (i) each of Lyondell GP and CITGO GP is hereby admitted to the Partnership as a general partner of the Partnership (together, the "General Partners"), and (ii) each of Lyondell LP and CITGO LP is hereby admitted to the Partnership as a limited partner of the Partnership (together, the "Limited Partners"). Subject to the restrictions set forth in this Agreement, the Partnership shall have the power to exercise all the powers and privileges granted by this Agreement and by the Act, together with any powers incidental thereto, so far as such powers and privileges are necessary, appropriate, convenient or incidental for the conduct, promotion or attainment of the purposes of the Partnership. As of the Conversion Date, the Regulations (i) are superseded by this Agreement except to the extent of their ongoing relevance in governing matters relating to the Company and (ii) shall no longer have any force or effect except to the extent of their ongoing relevance in governing matters relating to the Company, provided, however, that all prior acts of Lyondell Refining Company, a Delaware corporation, and CITGO Refining Investment Company, an Oklahoma corporation, as members, or acts of or on behalf of the Company, under the Regulations shall remain in effect until modified or rescinded by Partnership Governance Committee Action.40.25 %

Conversion to Partnership and Partners. The Partnership converted from LYONDELL-CITGO Refining Company Ltd., a limited liability company formed under the laws of the State of Texas (the "Company"), effective as of the date of this Agreement (the "Conversion Date"), pursuant to Articles of Conversion filed pursuant to the Texas Limited Liability Company Act, and a Certificate of Conversion and a Certificate of Limited Partnership, each filed pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Act"). In connection with such conversion, the Amended and Restated Regulations of the Company dated July 1, 1993 (the "Closing Date"), as amended (the "Regulations"), were superseded by this Agreement. On the Conversion Date, the limited liability company interests in the Company were converted into partnership interests in the Partnership held by (i) Lyondell Refining LP, LLC, a Delaware limited liability company ("Lyondell LP"), a Wholly Owned Subsidiary of Lyondell Chemical Company (formerly known as Lyondell Petrochemical Company), a Delaware corporation ("LParent"), (ii) CITGO Refining Investment Company, an Oklahoma corporation ("CITGO LP"), a Wholly Owned Subsidiary of CITGO Petroleum Corporation, a Delaware corporation ("CParent"), (iii) Lyondell Refining Company, a Delaware corporation ("Lyondell GP"), a Wholly Owned Subsidiary of LParent, and (iv) CITGO Gulf Coast Refining, Inc., a Delaware corporation ("CITGO GP"), a Wholly Owned Subsidiary of CParent. Upon the Conversion Date, the percentage ownership of the Partnership was as follows: Lyondell GP 10.10% CITGO GP 1.00% Lyondell LP 48.65% CITGO LP 40.25% Upon the Conversion Date, Lyondell GP's 10.10% interest consists of a 1.00% general partnership interest and a 9.10% limited partnership interest; provided, however, that for all other purposes under this Agreement, Lyondell GP shall be considered only a General Partner (as defined herein) and not a Limited Partner (as defined herein). Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. Without the need for the consent of any other Person, upon the execution of this Agreement: (i) each of Lyondell GP and CITGO GP is hereby admitted to the Partnership as a general partner of the Partnership (together, the "General Partners"), and (ii) each of Lyondell LP and CITGO LP is hereby admitted to the Partnership as a limited partner of the Partnership (together, the "Limited Partners"). Subject to the restrictions set forth in this Agreement, the Partnership shall have the power to exercise all the powers and privileges granted by this Agreement and by the Act, together with any powers incidental thereto, so far as such powers and privileges are necessary, appropriate, convenient or incidental for the conduct, promotion or attainment of the purposes of the Partnership. As of the Conversion Date, the Regulations (i) are superseded by this Agreement except to the extent of their ongoing relevance in governing matters relating to the Company and (ii) shall no longer have any force or effect except to the extent of their ongoing relevance in governing matters relating to the Company, provided, however, that all prior acts of Lyondell Refining Company, a Delaware corporation, and CITGO Refining Investment Company, an Oklahoma corporation, as members, or acts of or on behalf of the Company, under the Regulations shall remain in effect until modified or rescinded by Partnership Governance Committee Action.%