0001193125-12-481038 Sample Contracts

FORM OF SERVICES AGREEMENT
Services Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • Kansas

This Services Agreement (this “Agreement”) is entered into as of the day of , 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”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [—], 2012, by and between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), CVR Refining Holdings, LLC, a Delaware limited liability company (“Refining Holdings”), and [—], a Delaware corporation (“CR Holdco”), and wholly owned subsidiary of Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”).

FORM OF SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of [—] between CVR Refining, LLC as Borrower and Coffeyville Resources, LLC as Lender
Senior Unsecured Revolving Credit Agreement • November 27th, 2012 • CVR Refining, LP • Petroleum refining • New York

THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of [—], 2012 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Refining, LLC a Delaware limited liability company (the “Borrower”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification 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”).

AMENDMENT NO. 2 TO PIPELINE CONSTRUCTION, OPERATION AND TRANSPORTATION COMMITMENT AGREEMENT
Pipeline 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:

FORM OF TRADEMARK LICENSE AGREEMENT
Trademark 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”).

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