SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPPartnership Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • 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:
AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • Kansas
THIS AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the 13th day of April, 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”).
AMENDED AND RESTATED OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC and CVR PARTNERS, LPOmnibus Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into as of April 13, 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.”
AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining
This Amended and Restated Contribution, Conveyance and Assumption Agreement, dated as of April 7, 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT CVR PARTNERS, LP Dated as of April 13, 2011Registration Rights Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 13, 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.
CREDIT AND GUARANTY AGREEMENT dated as of April 13, 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...Credit and Guaranty Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • New York
CREDIT AND GUARANTY AGREEMENT dated as of April 13, 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.
AMENDED AND RESTATED CROSS EASEMENT AGREEMENTCross Easement Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • 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.
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • Kansas
This Amended and Restated Services Agreement (this “Agreement”) is entered into as of the 13th day of April, 2011, 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”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 23rd, 2011 • CVR Energy Inc • Petroleum refining • Kansas
This Trademark License Agreement (this “Agreement”) is entered into and made effective as of the 13th day of April, 2011, by and between CVR Energy, Inc., a corporation organized and existing under the laws of Delaware and having a place of business at 10 East Cambridge Circle Drive, Suite 250, Kansas City, Kansas 66103 (hereinafter “CVR Energy”), and CVR Partners, LP, a limited partnership organized and existing under the laws of Delaware and having a place of business at 10 East Cambridge Circle Drive, Suite 250, Kansas City, Kansas 66103 (hereinafter “CVR Partners”).
