AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR SPECIAL GP, LLC A Delaware Limited Liability Company
Exhibit 3.6
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
CVR SPECIAL GP, LLC
A Delaware Limited Liability Company
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR SPECIAL GP, LLC (this
“Agreement”), dated as of Oct. 24, 2007, is adopted, executed and agreed to by the sole
Member (as defined below).
1. Formation. CVR Special GP, LLC (the “Company”) has been formed as a Delaware
limited liability company under and pursuant to the Delaware Limited Liability Company Act (the
“Act”).
2. Term. The Company shall have a perpetual existence.
3. Purposes. The purposes of the Company are to carry on any lawful business, purpose or
activity for which limited liability companies may be formed under the Act.
4. Sole
Member. Coffeyville Resources, LLC, a Delaware limited liability company, shall be
the sole member of the Company (the “Member”).
5. Contributions. The Member has made an initial contribution to the capital of the
Company, as reflected in the Company’s books and records. Without creating any rights in favor
of any third party, the Member may, from time to time, make additional contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.
6. Taxes. The Member shall prepare and timely file (on behalf of the Company) all state
and local tax returns, if any, required to be filed by the Company. The Company and the Member
acknowledge that for federal income tax purposes, the Company will be disregarded as an entity
separate from the Member pursuant to Treasury Regulation § 301.7701-3 as long as all of the
member interests in the Company are owned by the Member.
7. Distributions. The Member shall be entitled (a) to receive all distributions
(including, without limitation, liquidating distributions) made by the Company, and (b) to
enjoy all other rights, benefits and interests in the Company.
8. Management. The management of the Company is fully reserved to the Member, and the
Company shall not have “managers,” as that term is used in the Act. The Member may appoint a
President, Chief Financial Officer, one or more Vice Presidents, a Secretary and/or one or more
other officers as it deems necessary, desirable or appropriate, with such authority and upon
such terms and conditions as the Member deems appropriate. Any such officer shall serve at the
pleasure of the Member and may be removed, with or without cause, by the Member.
9. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if
any, as the Member may elect. No other event (including, without limitation, an event described in
Section 18-801(4) of the Act) will cause the Company to dissolve.
10. Liability of Member. The Member shall not have any liability for the obligations or
liabilities of the Company except to the extent provided for in the Act.
11. Exculpation and Indemnity. The Member or officers of the Company shall not be liable or
accountable in damages or otherwise to the Company for any act or omission done or omitted by him
in good faith, unless such act or omission constitutes gross negligence, willful misconduct, or a
breach of this Agreement on the part of the Member, or officers of the Company. The Company shall
indemnify the Member or officers of the Company to the fullest extent permitted by law against any
loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against
the Member or officers of the Company (including, without limitation, reasonable attorneys’ fees
and disbursements incurred in the defense thereof) arising out of any act or omission of the
Member or officers in connection with the Company, unless such act or omission constitutes bad
faith, gross negligence or willful misconduct on the part of the Member or officers of the
Company.
12. Governing Law. This Agreement is governed by and shall be construed in
accordance with the laws of the State of Delaware without regard to the principle of
conflict-of-laws.
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date written first above.
COFFEYVILLE RESOURCES, LLC |
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By: | /s/ Xxxxx X. Xxxx | |||
Name: Xxxxx X. Xxxx | ||||
Title: Chief Financial Officer and Treasurer | ||||
[Amended and Restated LLC Agreement — CVR Special GP, LLC]