FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFLimited Partnership Agreement • April 27th, 2018 • CVR Refining, LP • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR REFINING, LP, dated as of January 23, 2013, is entered into by and among CVR Refining GP, LLC, a Delaware limited liability company, as the General Partner, and CVR Refining Holdings, 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 REFINING, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENTEmployee Phantom Unit Agreement • February 26th, 2018 • CVR Refining, LP • Petroleum refining • New York
THIS AGREEMENT (this “Agreement”), made as of the 29th day of December, 2017 (the “Grant Date”), between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).
SERVICES AGREEMENTServices Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • Kansas
This Services Agreement (this “Agreement”) is entered into as of the 31st day of December, 2012, by and among CVR Refining, LP, a Delaware limited partnership (“MLP”), CVR Refining 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013, by and between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), Icahn Enterprises Holdings L.P., a Delaware limited partnership (“IEP”), CVR Refining Holdings, LLC, a Delaware limited liability company (“Refining Holdings”), and CVR Refining Holdings Sub, LLC, a Delaware limited liability company (“Refining Holdings Sub”), and wholly owned subsidiary of Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”).
Common Units CVR Refining, LP Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2013 • CVR Refining, LP • Petroleum refining • New York
Third Amended and Restated Employment AgreementEmployment Agreement • February 26th, 2014 • CVR Refining, LP • Petroleum refining
This AMENDMENT to the Third Amended and Restated Employment Agreement by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Robert W. Haugen (the “Executive” and, together with the Company, the “Parties”) dated as of January 1, 2011 (the “Employment Agreement”), is entered into by and between the Parties as of December 31, 2013 (the “Amendment”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ABL CREDIT AGREEMENTAbl Credit Agreement • November 17th, 2017 • CVR Refining, LP • Petroleum refining • New York
WHEREAS, Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), and certain affiliates of CVR Energy, Inc., a Delaware corporation (“CVR Energy”), are parties to the ABL Credit Agreement, dated as of February 22, 2011 by and among them, Deutsche Bank Trust Company Americas, as administrative and collateral agent, Deutsche Bank Trust Company Americas, JP Morgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as co-ABL collateral agents, the Lenders party thereto, (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2014 • CVR Refining, LP • Petroleum refining • 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 REFINING, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENTEmployee Phantom Unit Agreement • February 20th, 2015 • CVR Refining, LP • Petroleum refining • New York
THIS AGREEMENT (this “Agreement”), made as of the 26th day of December, 2014 (the “Grant Date”), between CVR Refining, 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 Refining, LP • Petroleum refining • 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").
AMENDMENT TO AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • February 26th, 2014 • CVR Refining, LP • Petroleum refining
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").
PORTIONS OF THIS AGREEMENT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED AND WILL BE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION Amended and Restated Crude Oil Supply Agreement Between Vitol Inc....Crude Oil Supply Agreement • October 1st, 2012 • CVR Refining, LP • New York
This Amended and Restated Crude Oil Supply Agreement (“Agreement”) is entered into effective as of August 31, 2012, between Vitol Inc., a company incorporated under the laws of Delaware (“Vitol”), and Coffeyville Resources Refining & Marketing, LLC, a limited liability company formed under the laws of Delaware (“Coffeyville”) (Vitol and Coffeyville are each referred to individually herein as a “Party” or collectively as “Parties”).
AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2015 • CVR Refining, LP • Petroleum refining
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”).
CVR ENERGY, INC. INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • February 20th, 2015 • CVR Refining, LP • Petroleum refining • New York
THIS AGREEMENT (this “Agreement”) is made as of December 1, 2014 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and the individual grantee designated on the signature page hereof (the “Grantee”).
AMENDMENT TO PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • October 25th, 2018 • CVR Refining, LP • Petroleum refining
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”).
SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of January 23, 2013 between CVR Refining, LLC as Borrower and Coffeyville Resources, LLC as LenderSenior Unsecured Revolving Credit Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • New York
THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Refining, LLC a Delaware limited liability company (the “Borrower”).
SECOND AMENDMENT TO SERVICES AGREEMENTServices Agreement • August 1st, 2014 • CVR Refining, LP • Petroleum refining
THIS SECOND AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is entered into as of June 27, 2014 by and between CVR Refining, LP, a Delaware limited partnership ("MLP"), CVR Refining 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 20th, 2015 • CVR Refining, LP • Petroleum refining
This AMENDMENT to the Third Amended and Restated Employment Agreement by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Robert W. Haugen (the “Executive” and, together with the Company, the “Parties”) dated as of January 1, 2011, as amended December 31, 2013 (the “Employment Agreement”), is entered into by and between the Parties as of December 18, 2014 (the “Amendment”).
REORGANIZATION AGREEMENT BY AND AMONG CVR REFINING GP, LLC CVR REFINING HOLDINGS, LLC CVR REFINING HOLDINGS SUB, LLC AND CVR REFINING, LP DATED AS OF JANUARY 16, 2013Reorganization Agreement • January 23rd, 2013 • CVR Refining, LP • Petroleum refining • Delaware
This Reorganization Agreement, dated as of January 16, 2013 (this “Agreement”), is entered into by and among CVR Refining GP, LLC, a Delaware limited liability company (“CVR Refining GP”), CVR Refining Holdings, LLC, a Delaware limited liability company (“CVR Refining Holdings”), CVR Refining Holdings Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of CVR Refining Holdings (“Refining Holdings Sub”), and CVR Refining, LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 30th, 2014 • CVR Refining, LP • Petroleum refining • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 29, 2014, by and among CVR Refining, LLC, a Delaware limited liability company (the “Borrower”) and Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CRUDE OIL SUPPLY AGREEMENTCrude Oil Supply Agreement • July 30th, 2015 • CVR Refining, LP • Petroleum refining • New York
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CRUDE OIL SUPPLY AGREEMENT (this “Amendment”), dated as of June 8, 2015, is entered into between Vitol Inc. (“Vitol”) and Coffeyville Resources Refining & Marketing, LLC (“Coffeyville”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • May 1st, 2017 • CVR Refining, LP • Petroleum refining • Kansas
This Services Agreement (this “Agreement”) is entered into as of the 1st day of January, 2017, by and among CVR Refining, LP, a Delaware limited partnership (“MLP”), CVR Refining 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”).
CVR REFINING, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENTEmployee Phantom Unit Agreement • February 26th, 2014 • CVR Refining, LP • Petroleum refining • Delaware
THIS AGREEMENT (this “Agreement”), made as of the 27th day of December, 2013 (the “Grant Date”), between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2015 • CVR Refining, LP • Petroleum refining • New York
EMPLOYMENT AGREEMENT, dated as of December 1, 2014 (the “Employment Agreement”), by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Martin J. Power (the “Executive”). The Company desires to employ Executive on the terms described in this Employment Agreement.
AMENDMENT TO SERVICES AGREEMENTServices Agreement • May 2nd, 2014 • CVR Refining, LP • Petroleum refining
THIS AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is entered into as of February 17, 2014 by and between CVR Refining, LP, a Delaware limited partnership ("MLP"), CVR Refining 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").
AMENDMENT NO. 2 TO PIPELINE CONSTRUCTION, OPERATION AND TRANSPORTATION COMMITMENT AGREEMENTPipeline Construction, Operation and Transportation Commitment Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • Texas
This Amendment No. 2 shall amend that certain Pipeline Construction, Operation and Transportation Commitment Agreement dated February 11, 2004 (“Agreement”) by and between Plains Pipeline, L.P., a Texas limited partnership (“Carrier”) and Coffeyville Resources Refining & Marketing, L.L.C, a Delaware limited liability company (“Shipper”), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2014 • CVR Refining, LP • Petroleum refining • New York
CVR REFINING, LP LONG-TERM INCENTIVE PLAN OTHER UNIT BASED AWARD AGREEMENTOther Unit Based Award Agreement • February 19th, 2016 • CVR Refining, LP • Petroleum refining • New York
THIS AGREEMENT (this “Agreement”) is made as of April 15, 2015 (the “Grant Date”), between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the CVR Refining, LP Long-Term Incentive Plan, as amended from time to time (the “Plan”), unless the context requires otherwise.
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR REFINING, LPAmendment to the First Amended and Restated Agreement of Limited Partnership • April 27th, 2018 • CVR Refining, LP • Petroleum refining • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of CVR Refining, LP, a Delaware limited partnership (the “Partnership”), dated as of January 23, 2013 (the “Partnership Agreement”), is entered into effective as of January 1, 2018, by CVR Refining GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
CONTRIBUTION AGREEMENT BY AND AMONG CVR REFINING HOLDINGS, LLC CVR REFINING HOLDINGS SUB, LLC AND CVR REFINING, LP DATED AS OF DECEMBER 31, 2012Contribution Agreement • January 8th, 2013 • CVR Refining, LP • Petroleum refining • Delaware
This Contribution Agreement, dated as of December 31, 2012 (this “Agreement”), is entered into by and among CVR Refining Holdings, LLC, a Delaware limited liability company (“CVR Refining Holdings”), CVR Refining Holdings Sub, LLC a Delaware limited liability company and a wholly owned subsidiary of CVR Refining Holdings (“Holdings Sub”) and CVR Refining, LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2013 • CVR Refining, LP • Petroleum refining
This AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 11, 2013, by and between CVR ENERGY, INC., a Delaware corporation (the “Company”) and JOHN J. LIPINSKI (the “Executive”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • Kansas
This Trademark License Agreement (this “Agreement”) is entered into and made effective as of the day of , 2012, by and between CVR Energy, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 (hereinafter “CVR Energy”), and CVR Refining, LP, a limited partnership organized and existing under the laws of Delaware and having a place of business at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 (hereinafter “CVR Refining”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • Kansas
This Trademark License Agreement (this “Agreement”) is entered into and made effective as of the 23rd day of January, 2013, by and between CVR Energy, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 (hereinafter “CVR Energy”), and CVR Refining, LP, a limited partnership organized and existing under the laws of Delaware and having a place of business at 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479 (hereinafter “CVR Refining”).
