AMENDED AND RESTATED RECAPITALIZATION AGREEMENT
AMENDED AND RESTATED RECAPITALIZATION AGREEMENT
This AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (the
”Agreement”) is made as of
__________ ___, 2007, by and among Coffeyville
Acquisition LLC, a Delaware limited liability company (the “Company”),
Coffeyville Refining & Marketing Holdings, Inc., a Delaware corporation
(“CRMH”), Coffeyville Refining & Marketing, Inc., a Delaware corporation
(“CRM”), Coffeyville Nitrogen Fertilizers, Inc., a Delaware corporation
(“CNF”), and CVR Energy, Inc., a Delaware corporation,
(“CVR”, and together with the Company, CRMH, CRM and CNF, the
”Parties”).
WHEREAS, on September 25, 2006, the Company, CVR, CRM, and CNF entered into that certain
Recapitalization Agreement (the “Initial Recapitalization Agreement”) for
purposes of causing a recapitalization (the “Recapitalization”) in order
to effect the consummation of an initial public offering of CVR’s common stock (the
”IPO”); and
WHEREAS, the Parties desire to amend and restate the Initial Recapitalization Agreement in its
entirety and to enter into this Agreement in order to provide for, among other things, the merger
of a wholly owned direct subsidiary of CVR with and into CRMH, which shall cause CRMH to be a
wholly owned direct subsidiary of CVR;
1. | CRMH Merger. |
a. Prior
to the consummation of the IPO, the Parties shall cause CVR MergerSub 3, Inc.,
a Delaware corporation and a newly formed direct subsidiary of CVR (“Merger Sub
3”) to merge under and pursuant to the General Corporation Law of the State of
Delaware (the “DGCL”) with and into CRMH, the separate existence
of Merger Sub 3 shall cease, and CRMH shall continue as the surviving corporation (the
“CRMH Merger”).
b. The
Parties shall take all actions necessary to cause the consummation of the CRMH
Merger and the CRMH Merger shall become effective upon the later of (i) the filing of a
Certificate of Merger effecting the CRMH Merger with the Secretary of the State of Delaware,
or (ii) such other time as set forth in such Certificate of Merger.
2. | CNF Merger. |
a. Prior
to the consummation of the IPO, the Parties shall cause CVR MergerSub 2, Inc.,
a Delaware corporation and a newly formed direct subsidiary of CVR (“Merger Sub
2”) to merge under and pursuant to the DGCL with and into CNF, the separate
existence of Merger Sub 2 shall cease, and CNF shall continue as the surviving corporation
(“CNF Merger”).
b. The
Parties shall take all actions necessary to cause the consummation of the CNF
Merger and the CNF Merger shall become effective upon the later of (i) the filing of a
Certificate of Merger effecting the CNF Merger with the Secretary of the State of Delaware,
or (ii) such other time as set forth in such Certificate of Merger.
a. Prior
to the consummation of the IPO, and in connection with the CNF Merger and the
CRMH Merger, CVR will effect a stock split or a stock dividend as determined by the officers
of CVR and in accordance with the requirements of Delaware law and the officers of CVR and
the Parties hereto shall take all actions necessary to consummate such stock split or
dividend.
4. | Miscellaneous. |
2
reliance on any representation, advice or other action of the other Parties, except as
specifically set forth and provided herein.
[Signature Page follows]
3
COFFEYVILLE ACQUISITION LLC |
||||
By: | ||||
Name: | ||||
Title: | ||||
COFFEYVILLE REFINING & MARKETING HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
COFFEYVILLE REFINING & MARKETING, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
COFFEYVILLE NITROGEN FERTILIZERS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
CVR ENERGY, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
[Signature Page for Amended and Restated Recapitalization Agreement]