0001193125-13-028115 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR REFINING, LP
Limited Partnership Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR REFINING, LP, dated as of January 23, 2013, is entered into by and among CVR Refining GP, LLC, a Delaware limited liability company, as the General Partner, and CVR Refining Holdings, 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:

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SERVICES AGREEMENT
Services Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • Kansas

This Services Agreement (this “Agreement”) is entered into as of the 31st day of December, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013, by and between CVR Refining, LP, a Delaware limited partnership (the “Partnership”), Icahn Enterprises Holdings L.P., a Delaware limited partnership (“IEP”), CVR Refining Holdings, LLC, a Delaware limited liability company (“Refining Holdings”), and CVR Refining Holdings Sub, LLC, a Delaware limited liability company (“Refining Holdings Sub”), and wholly owned subsidiary of Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”).

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of January 23, 2013 between CVR Refining, LLC as Borrower and Coffeyville Resources, LLC as Lender
Senior Unsecured Revolving Credit Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • New York

THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2013 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Refining, LLC a Delaware limited liability company (the “Borrower”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • January 29th, 2013 • CVR Refining, LP • Petroleum refining • Kansas

This Trademark License Agreement (this “Agreement”) is entered into and made effective as of the 23rd day of January, 2013, 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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