CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, CVR PARTNERS, LP, EAST DUBUQUE NITROGEN FERTILIZERS, LLC, CVR NITROGEN HOLDINGS, LLC, COFFEYVILLE RESOURCES NITROGEN...Credit Agreement • October 4th, 2021 • CVR Partners, Lp • Agricultural chemicals • Texas
THIS CREDIT AGREEMENT, is entered into as of September 30, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CVR PARTNERS, LP, a Delaware limited partnership (“Parent”), EAST DUBUQUE NITROGEN FERTILIZERS LLC, a Delaware limited liability company (“East Dubuque”), CVR NITROGEN HOLDINGS, LLC, a Delaware limited liability company (“CVR Nitrogen Holdings”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”; together with Parent, East Dub
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 27, 2012 (the “Employment Agreement”), by and between CVR ENERGY, INC., a Delaware corporation (the “Company”), and SUSAN M. BALL (the “Executive”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR GP, LLCLimited Liability Company Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of CVR GP, LLC (the “Company”), dated as of April 13, 2011 is entered into by Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPLimited Partnership Agreement • May 11th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP, dated as of April 13, 2011 and effective as of the Effective Time, is entered into by and among CVR GP, LLC, a Delaware limited liability company, as the General Partner, and Coffeyville Resources, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP (as amended effective January 1, 2018)Limited Partnership Agreement • April 26th, 2018 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP, dated as of April 13, 2011 and effective as of the Effective Time, is entered into by and among CVR GP, LLC, a Delaware limited liability company, as the General Partner, and Coffeyville Resources, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENTEmployee Phantom Unit Agreement • February 23rd, 2022 • CVR Partners, Lp • Agricultural chemicals • New York
THIS AGREEMENT (this “Agreement”), made as of the [] day of [], 20[] (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).
SECOND AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • August 2nd, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas
This Second Amended and Restated Services Agreement (this “Agreement”) is entered into as of the 4th day of May, 2012, by and among CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR GP, LLC, a Delaware limited liability company (“GP”), and CVR Energy, Inc., a Delaware corporation (“CVR”, and collectively with MLP and GP, the “Parties” and each, a “Party”).
Third Amended and Restated Employment AgreementEmployment Agreement • February 26th, 2014 • CVR Partners, Lp • Agricultural chemicals
This AMENDMENT to the Third Amended and Restated Employment Agreement by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Susan M. Ball (the “Executive” and, together with the Company, the “Parties”) dated as of July 27, 2012 (the “Employment Agreement”), is entered into by and between the Parties as of December 31, 2013 (the “Amendment”).
duly executed and delivered this Amendment, which constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency,...Abl Credit Agreement • September 30th, 2020 • CVR Partners, Lp • Agricultural chemicals
CVR Partners, LP 12,000,000 Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • May 28th, 2013 • CVR Partners, Lp • Agricultural chemicals • New York
This is to confirm the agreement concerning the purchase of the LP Units from Coffeyville Resources by the Underwriters.
AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
THIS AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the ___ day of ________, 2011, by and between Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company (“Refinery Company”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (“Fertilizer Company”).
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2014 • CVR Partners, Lp • Agricultural chemicals • Texas
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 19, 2013 (the "Employment Agreement"), by and between CVR ENERGY, INC., a Delaware corporation (the "Company"), and JOHN J. LIPINSKI (the "Executive").
CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENTEmployee Phantom Unit Agreement • February 20th, 2015 • CVR Partners, Lp • Agricultural chemicals • New York
THIS AGREEMENT (this “Agreement”), made as of the 26th day of December, 2014 (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).
RETENTION, SEVERANCE, AND RELEASE AGREEMENTRetention, Severance, and Release Agreement • July 26th, 2018 • CVR Partners, Lp • Agricultural chemicals • Kansas
This Retention, Severance, and Release Agreement ("Agreement") is made and entered into by and among CVR Energy, Inc. (referred to as "Company", "we" or "us") and John R. Walter ("you" or "your").
AGREEMENT AND PLAN OF MERGER BY AND AMONG CVR PARTNERS, LP, LUX MERGER SUB 1 LLC, LUX MERGER SUB 2 LLC, RENTECH NITROGEN PARTNERS, L.P. ANDMerger Agreement • August 13th, 2015 • CVR Partners, Lp • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2015 (this “Agreement”), is entered into by and among CVR PARTNERS, LP, a Delaware limited partnership (“Parent”), LUX MERGER SUB 1 LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub 1”), and LUX MERGER SUB 2 LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs,” and the Merger Subs, together with Parent, the “Parent Entities”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and RENTECH NITROGEN GP, LLC, a Delaware limited liability company (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
AMENDMENT TO AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • February 26th, 2014 • CVR Partners, Lp • Agricultural chemicals
THIS AMENDMENT TO AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT (this "Amendment") is entered into as of December 30, 2013 by Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company ("Refinery Company"), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company ("Fertilizer Company").
AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT BETWEEN THE BOC GROUP, INC. AND COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC DATED AS OF June 1, 2005On-Site Product Supply Agreement • January 28th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
THIS AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT (“Agreement”), made and effective as of the 1st day of June, 2005, by and between THE BOC GROUP, INC., a Delaware corporation, acting by and through its BOC Gases Division (“BOC”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”).
LICENSE AGREEMENT FOR USE OF THE TEXACO GASIFICATION PROCESS, TEXACO HYDROGEN GENERATION PROCESS, AND TEXACO GASIFICATION POWER SYSTEMSLicense Agreement • January 28th, 2011 • CVR Partners, Lp • Agricultural chemicals • New York
THIS AGREEMENT, effective as of the 30th day of May, 1997 (“Effective Date”), by and between TEXACO DEVELOPMENT CORPORATION, a subsidiary of Texaco Inc., hereinafter referred to as “TEXACO DEVELOPMENT,” and FARMLAND INDUSTRIES, INC., hereinafter referred to as “LICENSEE”,
AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2015 • CVR Partners, Lp • Agricultural chemicals
This AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 17, 2014, by and between CVR ENERGY, INC., a Delaware corporation (the “Company”) and JOHN J. LIPINSKI (the “Executive”).
AMENDMENT TO PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • October 25th, 2018 • CVR Partners, Lp • Agricultural chemicals
This AMENDMENT TO PERFORMANCE UNIT AGREEMENT (this “Amendment”) is made and entered into as of September 17, 2018, by and between CVR Energy, Inc., a Delaware corporation (the “Company”) and David L. Lamp (the “Grantee”).
CVR PARTNERS, LP AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals
This Amended and Restated Contribution, Conveyance and Assumption Agreement, dated as of , 2011, is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR GP, LLC, a Delaware limited liability company (the “Managing General Partner”), COFFEYVILLE ACQUISITION III LLC, a Delaware limited liability company (“C/A III”), CVR Special GP LLC, a Delaware limited liability company (the “Special General Partner”) and CVR PARTNERS, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
TERM LOAN CREDIT AGREEMENTSenior Term Loan Credit Agreement • April 7th, 2016 • CVR Partners, Lp • Agricultural chemicals • New York
THIS SENIOR TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2016 by and among American Entertainment Properties Corp., a Delaware corporation (the “Lender”) and CVR Partners, LP a Delaware limited partnership (the “Borrower”).
FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR GP, LLCLimited Liability Company Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of CVR GP, LLC (the “Company”), dated as of [ ], 2011 is entered into by Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT CVR PARTNERS, LP Dated as of [ ], 2011Registration Rights Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March __, 2011 (the “Agreement”), by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and Coffeyville Resources, LLC, a Delaware limited liability company (the “Unitholder”). Capitalized terms used herein without definition are defined in Section 9.
AMENDED AND RESTATED CROSS EASEMENT AGREEMENTCross Easement Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
COMMENCING AT THE NORTHEAST CORNER OF SAID NE/4; THENCE ON AN ASSUMED BEARING OF S00°00’00”E ALONG THE EAST LINE OF SAID NE/4 A DISTANCE OF 200.17 FEET TO THE NORTHERLY LINE OF THE FORMER UNION PACIFIC RAILROAD RIGHT-OF-WAY; THENCE S59°30’09”W ALONG SAID NORTHERLY LINE A DISTANCE OF 1494.58 FEET TO THE TRUE POINT OF BEGINNING; THENCE N00°00’00”W A DISTANCE OF 82.60 FEET; THENCE S90°00’00”W A DISTANCE OF 51.00 FEET; THENCE S00°00’00”E A DISTANCE OF 20.50 FEET; THENCE N90°00’00”E A DISTANCE OF 20.00 FEET; THENCE S00°00’00”E A DISTANCE OF 80.36 FEET TO THE NORTHERLY LINE OF THE FORMER UNION PACIFIC RAILROAD RIGHT-OF-WAY; THENCE N59°30’09”E ALONG SAID NORTH LINE A DISTANCE OF 35.98 FEET TO THE POINT OF BEGINNING.
PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THEY (I) ARE NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ON-SITE PRODUCT SUPPLY AGREEMENTOn-Site Product Supply Agreement • August 4th, 2020 • CVR Partners, Lp • Agricultural chemicals • Texas
THIS ON-SITE PRODUCT SUPPLY AGREEMENT (“Agreement”) is dated as of the Effective Date, between Messer LLC, a Delaware limited liability company (“Messer”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (“Coffeyville Resources”). Capitalized terms are defined in this Agreement or the Appendices and Exhibits to this Agreement. Messer and Coffeyville Resources are each referred to as a “Party” and collectively as the “Parties.”
AMENDMENT TO CORPORATE MASTER SERVICE AGREEMENTCorporate Master Service Agreement • May 3rd, 2022 • CVR Partners, Lp • Agricultural chemicals • Texas
This Amendment to Corporate Master Services Agreement (this “Amendment”), dated as of April 12, 2022, is by and among CVR Services, LLC, a Delaware limited liability company (“Service Provider”), each of the entities listed on Schedule A attached hereto (each a “Service Recipient” and collectively the “Service Recipients”), and each of the entities listed on Schedule B attached hereto (each a “Joining Party”, and collectively, the “Joining Parties”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • August 2nd, 2012 • CVR Partners, Lp • Agricultural chemicals
This Memorandum of Understanding (“Memorandum”) is made and entered into as of May 4, 2012 between Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company (“Refinery Company”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (“Fertilizer Company”), each a “Party” and collectively the “Parties”.
Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and...Transaction Agreement • May 2nd, 2023 • CVR Partners, Lp • Agricultural chemicals • Delaware
This Transaction Agreement (this “Agreement”), dated as of January 6, 2023 (the “Closing Date”), is made and entered into by and among the Investors (as defined below), CVR-CapturePoint Parent LLC, a Delaware limited liability company (“Seller”), CVR Partners, LP, a Delaware limited partnership (“CVRP”), Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (“CRNF”) and CapturePoint LLC, a Texas limited liability company (“CapturePoint”). Investors, Seller, CVRP, CRNF and CapturePoint are referred to herein individually as a “Party” and collectively as the “Parties.”
CREDIT AND GUARANTY AGREEMENT dated as of [l], 2011, among COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, as Borrower, CVR PARTNERS, LP AND CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS PARTY HERETO and GOLDMAN SACHS LENDING PARTNERS LLC,...Credit and Guaranty Agreement • March 29th, 2011 • CVR Partners, Lp • Agricultural chemicals • New York
CREDIT AND GUARANTY AGREEMENT dated as of [l], 2011, among COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (the “Borrower”), CVR PARTNERS, LP, a Delaware limited partnership (“Holdings”), CERTAIN SUBSIDIARIES OF HOLDINGS party hereto, as Guarantor Subsidiaries, the LENDERS party hereto and GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), as Administrative Agent and Collateral Agent.
SEVERANCE AND RELEASE AGREEMENT (“AGREEMENT”)Severance Agreement • November 2nd, 2021 • CVR Partners, Lp • Agricultural chemicals • Texas
This agreement sets forth the terms and conditions regarding your separation from employment from CVR Services, LLC and service as an officer of CVR Energy, Inc. and the general partner of CVR Partners, LP (collectively, the “Company”) effective August 9, 2021 (the “Separation Date”).
AMENDED AND RESTATED OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC and CVR PARTNERS, LPOmnibus Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into as of , 2011, and effective as of the Closing Date (as defined herein), and is by and among CVR Energy, Inc., a Delaware corporation (“CVR”), CVR GP, LLC, a Delaware limited liability company (the “General Partner”), and CVR Partners, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
LEASE AND OPERATING AGREEMENT (Phillipsburg UAN Terminal)Lease and Operating Agreement • August 2nd, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas
THIS LEASE AND OPERATING AGREEMENT (this “Agreement”) is made effective as of the 4th day of May, 2012, by and between Coffeyville Resources Terminal, LLC, a Delaware limited liability company (“CRT”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company, (“CRNF”) (CRT and CRNF are each referred to as a “Party” and collectively as the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).
CORPORATE MASTER SERVICE AGREEMENTCorporate Master Service Agreement • February 20th, 2020 • CVR Partners, Lp • Agricultural chemicals • Texas
This Corporate Master Service Agreement (this “Agreement”) is dated as of February 19, 2020, but effective as of January 1, 2020 (the “Effective Date”) by and between CVR Services, LLC, a Delaware limited liability company (“Service Provider”), and the entities listed on Exhibit A attached hereto and incorporated herein, as it may be amended from time to time by written agreement of Service Provider and such entity (each a “Service Recipient” and collectively the “Service Recipients”). Service Provider and Service Recipients are referred to individually as a “Party” and collectively as the “Parties”.
