SERVICES AGREEMENTServices Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
This Services Agreement (this “Agreement”) is entered into as of the 25th day of October, 2007 (the “Effective Date”), among CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR GP, LLC, a Delaware limited liability company (“Managing GP”), CVR Special GP, LLC, a Delaware limited liability company (“Special GP”), and CVR Energy, Inc., a Delaware corporation (“CVR”, and collectively with MLP and Managing GP, the “Parties” and each, a “Party”).
FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the 25th day of October, 2007, 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”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION II LLCLimited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This First Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition II LLC (the “Company”) is dated as of October 16, 2007, among the entities listed under the heading “GSCP Members” on Schedule A hereto (each, a “GSCP Member” and, collectively, the “Investor Members”), the individuals listed under the heading “Management Members” on Schedule A hereto (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.6 of this Agreement) and the Persons listed under the heading “Outside Members” on Schedule A hereto (each an “Outside Member” and together with any Persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.6 of this Agreement, the “Outside Members”. The Management Members
OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC CVR PARTNERS, LP and CVR SPECIAL GP, LLCOmnibus Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining
THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into as of October 24, 2007, 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 “Managing General Partner”), CVR Partners, LP, a Delaware limited partnership (the “Partnership”) and CVR Special GP, LLC, a Delaware limited liability company (“Special General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October16, 2007, by and among CVR Energy Inc., a Delaware corporation (the “Employer”), and John J. Lipinski (“Employee”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION LLCLimited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Third Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition LLC (the “Company”) is dated as of October 16, 2007, among the entities listed under the heading “Kelso Members” on Schedule A hereto (each, a “Kelso Member” and, collectively, the “Investor Members”), the individuals listed under the heading “Management Members” on Schedule A hereto (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.6 of this Agreement) and the Persons listed under the heading “Outside Members” on Schedule A hereto (each an “Outside Member” and together with any Persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.6 of this Agreement, the “Outside Members”. The Management Members,
RAW WATER AND FACILITIES SHARING AGREEMENTRaw Water and Facilities Sharing Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS RAW WATER AND FACILITIES SHARING AGREEMENT is made and entered into as of the 25th day of October, 2007, 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”).
CROSS EASEMENT AGREEMENTCross Easement Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
A PART OF THE NE/4 OF SECTION 36, TOWNSHIP 34 SOUTH, RANGE 16 EAST, MONTGOMERY COUNTY, KANSAS, DESCRIBED AS FOLLOWS: 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.
ENVIRONMENTAL AGREEMENTEnvironmental Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS ENVIRONMENTAL AGREEMENT is entered into and effective as of the 25th day of October, 2007, 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”), referred to collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENT CVR ENERGY, INC. Dated as of October 16, 2007Registration Rights Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of October 16, 2007 (the “Agreement”), by and among CVR Energy, Inc., a Delaware corporation (the “Company”), Coffeyville Acquisition LLC, a Delaware limited liability company (“CA”), and Coffeyville Acquisition II LLC, a Delaware limited liability company (“CA II” and, collectively with CA, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
CVR PARTNERS, LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
This Contribution, Conveyance and Assumption Agreement, dated as of October 24, 2007, is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (“CR”), CVR GP, LLC, a Delaware limited liability company (the “Managing General Partner”), 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.
REDEMPTION AGREEMENTRedemption Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • New York
REDEMPTION AGREEMENT, effective as of October 16, 2007 (this “Agreement”), by and between Coffeyville Acquisition LLC, a Delaware limited liability company, (the “Company”), and the parties set forth on Schedule A hereto (the “Redeemed Parties”).
MANAGEMENT REGISTRATION RIGHTS AGREEMENT CVR ENERGY, INC. Dated as of October 16, 2007Registration Rights Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
MANAGEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 16, 2007 (the “Agreement”), by and among CVR Energy, Inc., a Delaware corporation (the “Company”), and those employees of the Company or its subsidiaries listed under the heading “Management Stockholders” on the Schedule A hereto (collectively, the “Management Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
Coffeyville Acquisition LLC 10 E. Cambridge Circle, Ste. 250 Kansas City, Kansas 66103Termination Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining
Reference is made to that letter agreement, dated June 24, 2005, by and between Coffeyville Acquisition LLC (the “Company”) and Goldman, Sachs & Co. (“GS” and such letter, the “GS Letter”), and that letter agreement, dated June 24, 2005, by and between the Company and Kelso & Company, L.P. (“Kelso, and such letter, the “Kelso Letter”).
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT, dated as of October 16, 2007, by and between Coffeyville Resources, LLC, a Delaware limited liability company (the “Company”), and John J. Lipinski (the “Executive”).
COKE SUPPLY AGREEMENTCoke Supply Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS COKE SUPPLY AGREEMENT is entered into and effective as of the 25th day of October, 2007, 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION III LLCLimited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Limited Liability Company Agreement of Coffeyville Acquisition III LLC (the “Company”) is dated as of October 24, 2007, among the entities listed under the headings “GSCP Members” and “Kelso Members” on Schedule A hereto (each, respectively, a “GSCP Member” or a “Kelso Member,” and, collectively, the “Investor Members”), the individuals listed under the heading “Management Members” on Schedule A hereto (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.6 of this Agreement) and the Persons listed under the heading “Outside Members” on Schedule A hereto (each an “Outside Member” and together with any Persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.6 of this Agreement, the “Outside Me
AMENDED AND RESTATED RECAPITALIZATION AGREEMENTRecapitalization Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (the “Agreement”) is made as of October 16, 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”).
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION II LLCLimited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition II LLC., dated October 16, 2007 among the entities listed under the heading “Investor Members” on the signature pages hereto, the individuals listed under the heading “Management Members” on the signature pages hereto, and the individual listed under the heading “Outside Members” on the signature pages hereto (the “LLC Agreement”) is entered into effective as of October 24, 2007. Capitalized terms used without definition herein have the meanings specified in the LLC Agreement.
REGISTRATION RIGHTS AGREEMENT CVR PARTNERS, LP Dated as of October 24, 2007Registration Rights Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of October 24, 2007 (the “Agreement”), by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), CVR Special GP, LLC, a Delaware limited liability company (the “Special General Partner”) and Coffeyville Resources, LLC, a Delaware limited liability company (the “Organizational Limited Partner”). The Special General Partner and the Organizational Limited Partner are hereinafter referred to collectively as the “Unitholders.” Capitalized terms used herein without definition are defined in Section 10.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPAgreement of Limited Partnership • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP dated as of October 24, 2007, is entered into by and among CVR GP, LLC, a Delaware limited liability company, as the Managing General Partner, CVR Special GP, LLC, a Delaware limited liability company, as the Special 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:
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION LLCLimited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition LLC., dated October 16, 2007 among the entities listed under the heading “Investor Members” on the signature pages hereto, the individuals listed under the heading “Management Members” on the signature pages hereto, and the entity and individual listed under the heading “Outside Members” on the signature pages hereto (the “LLC Agreement”) is entered into effective as of October 24, 2007. Capitalized terms used without definition herein have the meanings specified in the LLC Agreement.
STOCKHOLDERS AGREEMENT CVR ENERGY, INC. Dated as of October 16, 2007Stockholders Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Stockholders Agreement of CVR Energy, Inc., a Delaware corporation (the “Company”) is dated as of October 16, 2007, by and among the Company, Coffeyville Acquisition LLC, a Delaware limited liability company (“CA”), and Coffeyville Acquisition II LLC, a Delaware limited liability company (“CA II” and, collectively with CA, the “Stockholders”). Any capitalized term used herein without definition shall have the meaning set forth in Article V.
