AGREEMENT AND PLAN OF MERGER BY AND AMONG CVR PARTNERS, LP, LUX MERGER SUB 1 LLC, LUX MERGER SUB 2 LLC, RENTECH NITROGEN PARTNERS, L.P. ANDMerger Agreement • August 13th, 2015 • CVR Partners, Lp • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2015 (this “Agreement”), is entered into by and among CVR PARTNERS, LP, a Delaware limited partnership (“Parent”), LUX MERGER SUB 1 LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub 1”), and LUX MERGER SUB 2 LLC, a limited liability company and wholly owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs,” and the Merger Subs, together with Parent, the “Parent Entities”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and RENTECH NITROGEN GP, LLC, a Delaware limited liability company (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 13th, 2015 • CVR Partners, Lp • Agricultural chemicals • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2015, is entered into by and between CVR Partners, LP, a Delaware limited partnership (“Parent”), Rentech, Inc., a Colorado corporation (“Partnership Parent”), Rentech Nitrogen Holdings, Inc., a Delaware corporation (the “Partnership Unitholder I”), and DSHC, LLC, a Delaware limited liability company (the “Partnership Unitholder II” and, together with the Partnership Parent and the Partnership Unitholder I, the “Unitholders”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CVR PARTNERS, LP, COFFEYVILLE RESOURCES, LLC, RENTECH NITROGEN HOLDINGS, INC. ANDRegistration Rights Agreement • August 13th, 2015 • CVR Partners, Lp • Agricultural chemicals • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2015 by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), Coffeyville Resources, LLC, a Delaware limited liability company (the “Sole Member”), Rentech Nitrogen Holdings, Inc., a Delaware corporation (“Holdings”), and DSHC, LLC, a Delaware limited liability company (“DSHC” and, together with Holdings, the “Partnership Unitholders”), as holders of outstanding Common Units of the Partnership.
