Common use of RIGHT TO ACQUIRE Clause in Contracts

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 ARTICLE XVIGENERAL PROVISIONS SECTION 16.1 ADDRESSES AND NOTICES 67 SECTION 16.2 FURTHER ACTION 68 SECTION 16.3 BINDING EFFECT 68 SECTION 16.4 INTEGRATION 68 SECTION 16.5 CREDITORS 69 SECTION 16.6 WAIVER 69 SECTION 16.7 COUNTERPARTS 69 SECTION 16.8 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION 16.10 CONSENT OF PARTNERS 70 SECTION 16.11 FACSIMILE SIGNATURES 70 SECTION 16.12 THIRD PARTY BENEFICIARIES 70 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 ARTICLE XVIGENERAL 70 Section 15.1 Right to Acquire Limited Partner Interests. 70 GENERAL PROVISIONS SECTION 71 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 71 Section 16.2 FURTHER ACTION 68 SECTION Further Action 72 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 72 Section 16.4 INTEGRATION 68 SECTION Integration 72 Section 16.5 CREDITORS 69 SECTION Creditors 72 Section 16.6 WAIVER 69 SECTION Waiver 72 Section 16.7 COUNTERPARTS 69 SECTION Counterparts 72 Section 16.8 APPLICABLE LAWApplicable Law; FORUMForum, VENUE AND JURISDICTION 69 SECTION Venue and Jurisdiction; Waiver of Trial by Jury; Attorney Fees 72 Section 16.9 INVALIDITY OF PROVISIONS 70 SECTION Invalidity of Provisions 73 Section 16.10 CONSENT OF PARTNERS 70 SECTION Consent of Partners 73 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Facsimile and Email Signatures 73 Section 16.12 THIRD PARTY BENEFICIARIES 70 Third Party Beneficiaries 74 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERSBLACK STONE MINERALS, LPL.P., dated as of April 13May 6, 2011 2015 and is effective as of immediately prior to the Effective Time, is entered into by and among CVR BLACK STONE MINERALS GP, LLCL.L.C., a Delaware limited liability company, as the General Partner, and Coffeyville Resources, LLC, a Delaware limited liability company, as the Organizational Initial Limited Partner, Partners 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 69 Section 15.1 Right to Acquire Limited Partner Interests. 69 ARTICLE XVIGENERAL XVI SERIES A AND SERIES B CUMULATIVE REDEEMABLE PREFERRED ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇.▇ Designations. 70 Section 16.2 Units. 71 Section 16.3 Distributions. 71 Section 16.4 Liquidation Rights. 73 Section 16.5 Voting Rights. 74 Section 16.6 Optional Redemption. 76 Section 16.7 Rank. 78 Section 16.8 No Sinking Fund. 79 Section 16.9 Record Holders. 79 Section 16.10 Notices. 79 Section 16.11 Other Rights; Fiduciary Duties. 79 ARTICLE XVII GENERAL PROVISIONS SECTION 16.1 ADDRESSES AND NOTICES 67 SECTION 16.2 FURTHER ACTION 68 SECTION 16.3 BINDING EFFECT 68 SECTION 16.4 INTEGRATION 68 SECTION 16.5 CREDITORS 69 SECTION 16.6 WAIVER 69 SECTION 16.7 COUNTERPARTS 69 SECTION 16.8 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION 16.10 CONSENT OF PARTNERS 70 SECTION 16.11 FACSIMILE SIGNATURES 70 SECTION 16.12 79 Section 17.1 Addresses and Notices. 79 Section 17.2 Further Action. 80 Section 17.3 Binding Effect. 80 Section 17.4 Integration. 80 Section 17.5 Creditors. 80 Section 17.6 Waiver. 81 Section 17.7 Counterparts. 81 Section 17.8 Applicable Law. 81 Section 17.9 Invalidity of Provisions. 81 Section 17.10 Consent of Partners. 81 Section 17.11 Facsimile Signatures. 81 Section 17.12 Third-Party Beneficiaries. 81 THIS THIRD PARTY BENEFICIARIES 70 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPTEEKAY OFFSHORE PARTNERS L.P., dated as of April 13, 2011 and effective as of the Effective Time2015, is entered into by and among CVR GP, LLCbetween Teekay Offshore GP L.L.C., a Delaware ▇▇▇▇▇▇▇▇ Islands limited liability company, as the General Partner, and Coffeyville Resources, LLCTeekay Corporation, a Delaware limited liability company▇▇▇▇▇▇▇▇ Islands corporation, 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 ARTICLE XVIGENERAL PROVISIONS SECTION 68 Section 15.1 Right to Acquire Limited Partner Interests 68 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 70 Section 16.2 FURTHER ACTION 68 SECTION Further Action 70 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 70 Section 16.4 INTEGRATION 68 SECTION Integration 71 Section 16.5 CREDITORS 69 SECTION Creditors 71 Section 16.6 WAIVER 69 SECTION Waiver 71 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 71 Section 16.8 APPLICABLE LAWCounterparts 71 Section 16.9 Applicable Law; FORUMForum, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Venue and Jurisdiction; Waiver of Trial by Jury 71 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 72 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 72 Section 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile and Email Signatures 72 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR ▇▇▇▇▇▇▇ ROYALTY PARTNERS, LP, dated as of April 13February 8, 2011 and effective as of the Effective Time2017, is entered into by and among CVR between ▇▇▇▇▇▇▇ ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and Coffeyville ResourcesRIVERCREST ROYALTIES, 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 ARTICLE XVIGENERAL PROVISIONS SECTION 16.1 ADDRESSES AND NOTICES 67 SECTION 16.2 FURTHER ACTION 68 SECTION 16.3 BINDING EFFECT 68 SECTION 16.4 INTEGRATION 68 SECTION 16.5 CREDITORS 69 SECTION 16.6 WAIVER Section 15.1 Right to Acquire Limited Partner Interests. 69 SECTION 16.7 COUNTERPARTS 69 SECTION 16.8 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF Table of Contents Article XVI. GENERAL PROVISIONS 70 SECTION Section 16.1 Addresses and Notices 70 Section 16.2 Further Action 71 Section 16.3 Binding Effect 71 Section 16.4 Integration 71 Section 16.5 Waiver 71 Section 16.6 Counterparts 71 Section 16.7 Applicable Law; Forum, Venue and Jurisdiction. 71 Section 16.8 Invalidity of Provisions 72 Section 16.9 Consent of Partners 72 Section 16.10 CONSENT OF PARTNERS 70 SECTION Facsimile Signatures 72 Section 16.11 FACSIMILE SIGNATURES 70 SECTION 16.12 THIRD PARTY BENEFICIARIES 70 Third Party Beneficiaries 73 Table of Contents THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR RENTECH NITROGEN PARTNERS, LPL.P., dated as of April 13November 9, 2011 and effective as of the Effective Time2011, is entered into by and among CVR RENTECH NITROGEN GP, LLC, a Delaware limited liability company, as the General Partner, and Coffeyville ResourcesRENTECH NITROGEN HOLDINGS, LLCINC., a Delaware limited liability companycorporation, 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 94 Section 15.1 Right to Acquire Limited Partner Interests 94 ARTICLE XVIGENERAL XVI GENERAL PROVISIONS SECTION 95 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 95 Section 16.2 FURTHER ACTION 68 SECTION Further Action 96 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 96 Section 16.4 INTEGRATION 68 SECTION Integration 96 Section 16.5 CREDITORS 69 SECTION Creditors 96 Section 16.6 WAIVER 69 SECTION Waiver 96 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 96 Section 16.8 APPLICABLE LAWCounterparts 97 Section 16.9 Applicable Law; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 98 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 98 Section 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile and Email Signatures 98 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR SHELL MIDSTREAM PARTNERS, LP, L.P. dated as of April 13[●], 2011 and effective as of the Effective Time2020, is entered into by and among CVR GP, between SHELL MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and Coffeyville Resources, SHELL MIDSTREAM LP 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:.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 115 Section 15.1 Right to Acquire Limited Partner Interests 115 ARTICLE XVIGENERAL XVI. GENERAL PROVISIONS SECTION 116 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 116 Section 16.2 FURTHER ACTION 68 SECTION Further Action 117 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 117 Section 16.4 INTEGRATION 68 SECTION Integration 117 Section 16.5 CREDITORS 69 SECTION Creditors 118 Section 16.6 WAIVER 69 SECTION Waiver 118 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 118 Section 16.8 APPLICABLE LAWCounterparts 118 Section 16.9 Applicable Law; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Forum; Venue and Jurisdiction; Waiver of Trial by Jury 118 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 119 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 119 Section 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile and Email Signatures 119 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR SUMMIT MIDSTREAM PARTNERS, LP, LP dated as of April 13November 14, 2011 and effective as of the Effective Time2017, is entered into by and among CVR between Summit Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and Coffeyville ResourcesSummit Midstream Partners, 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:.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 72 Section 15.1 Right to Acquire Limited Partner Interests 72 ARTICLE XVIGENERAL XVI. GENERAL PROVISIONS SECTION 74 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 74 Section 16.2 FURTHER ACTION 68 SECTION Further Action 75 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 75 Section 16.4 INTEGRATION 68 SECTION Integration 75 Section 16.5 CREDITORS 69 SECTION Creditors 75 Section 16.6 WAIVER 69 SECTION Waiver 75 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 75 Section 16.8 APPLICABLE LAWCounterparts 75 Section 16.9 Applicable Law; FORUMForum, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Venue and Jurisdiction 75 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 77 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 77 Section 16.12 THIRD PARTY BENEFICIARIES 70 Exhibit A Facsimile Signatures Certificate Evidencing Common Units 77 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, EMERGE ENERGY SERVICES LP, dated as of April 13May 14, 2011 and effective as of the Effective Time2013, is entered into by and among CVR GP, Emerge Energy Services GP LLC, a Delaware limited liability company, as the General Partner, and Coffeyville Resources, Superior Silica Resources LLC, a Delaware Texas limited liability company, as the Organizational a 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 SECTION 15.1 Right to Acquire Limited Partner Interests 72 ARTICLE XVIGENERAL XVI GENERAL PROVISIONS SECTION 16.1 ADDRESSES AND NOTICES 67 Addresses and Notices 74 SECTION 16.2 FURTHER ACTION 68 Further Action 74 SECTION 16.3 BINDING EFFECT 68 Binding Effect 74 SECTION 16.4 INTEGRATION 68 Integration 74 SECTION 16.5 CREDITORS 69 Creditors 74 SECTION 16.6 WAIVER 69 Waiver 74 SECTION 16.7 COUNTERPARTS 69 Counterparts 75 SECTION 16.8 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION 69 Applicable Law 75 SECTION 16.9 INVALIDITY OF PROVISIONS 70 Invalidity of Provisions 75 SECTION 16.10 CONSENT OF PARTNERS 70 Consent of Partners 75 SECTION 16.11 FACSIMILE SIGNATURES 70 SECTION 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile Signatures 75 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP, TRANSMONTAIGNE PARTNERS L.P. dated as of April 13May 27, 2011 and effective as of the Effective Time2005, is entered into by and among CVR GP, LLCTransMontaigne GP L.L.C., a Delaware limited liability company, as the General Partner, and Coffeyville Resources, LLCTransMontaigne Product Services Inc., a Delaware limited liability companycorporation, as the Organizational Limited Partner, Coastal Fuels Marketing, Inc., a Florida corporation, and MSDW Bondbook Ventures Inc., a Delaware corporation, 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 69 Section 15.1 Right to Acquire Limited Partner Interests. 69 ARTICLE XVIGENERAL XVI SERIES A AND SERIES B CUMULATIVE REDEEMABLE PREFERRED ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇.▇ Designations. 70 Section 16.2 Units. 71 Section 16.3 Distributions. 71 Section 16.4 Liquidation Rights. 73 Section 16.5 Voting Rights. 74 Section 16.6 Optional Redemption. 76 Section 16.7 Rank. 78 Section 16.8 No Sinking Fund. 79 Section 16.9 Record Holders. 79 Section 16.10 Notices. 79 Section 16.11 Other Rights; Fiduciary Duties. 79 ARTICLE XVII GENERAL PROVISIONS SECTION 16.1 ADDRESSES AND NOTICES 67 SECTION 16.2 FURTHER ACTION 68 SECTION 16.3 BINDING EFFECT 68 SECTION 16.4 INTEGRATION 68 SECTION 16.5 CREDITORS 69 SECTION 16.6 WAIVER 69 SECTION 16.7 COUNTERPARTS 69 SECTION 16.8 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION 16.10 CONSENT OF PARTNERS 70 SECTION 16.11 FACSIMILE SIGNATURES 70 SECTION 16.12 79 Section 17.1 Addresses and Notices. 79 Section 17.2 Further Action. 80 Section 17.3 Binding Effect. 80 Section 17.4 Integration. 80 Section 17.5 Creditors. 80 Section 17.6 Waiver. 81 Section 17.7 Counterparts. 81 Section 17.8 Applicable Law. 81 Section 17.9 Invalidity of Provisions. 81 Section 17.10 Consent of Partners. 81 Section 17.11 Facsimile Signatures. 81 Section 17.12 Third-Party Beneficiaries. 81 THIS THIRD PARTY BENEFICIARIES 70 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPTEEKAY OFFSHORE PARTNERS L.P., dated as of April 13, 2011 and effective as of the Effective Time2015, is entered into by and among CVR GP, LLCbetween Teekay Offshore GP L.L.C., a Delaware ▇▇▇▇▇▇▇▇ Islands limited liability company, as the General Partner, and Coffeyville Resources, LLCTeekay Corporation, a Delaware limited liability company▇▇▇▇▇▇▇▇ Islands corporation, 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:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 94 Section 15.1 Right to Acquire Limited Partner Interests 94 ARTICLE XVIGENERAL XVI GENERAL PROVISIONS SECTION 95 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 95 Section 16.2 FURTHER ACTION 68 SECTION Further Action 96 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 96 Section 16.4 INTEGRATION 68 SECTION Integration 96 Section 16.5 CREDITORS 69 SECTION Creditors 96 Section 16.6 WAIVER 69 SECTION Waiver 96 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 96 Section 16.8 APPLICABLE LAWCounterparts 97 Section 16.9 Applicable Law; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 98 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 98 Section 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile and Email Signatures 98 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR SHELL MIDSTREAM PARTNERS, LP, L.P. dated as of April 131, 2011 and effective as of the Effective Time2020, is entered into by and among CVR GP, between SHELL MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and Coffeyville Resources, SHELL MIDSTREAM LP 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:.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 66 58 Section 15.1 Right to Acquire Limited Partner Interests 58 ARTICLE XVIGENERAL XVI GENERAL PROVISIONS SECTION 60 Section 16.1 ADDRESSES AND NOTICES 67 SECTION Addresses and Notices; Written Communications 60 Section 16.2 FURTHER ACTION 68 SECTION Further Action 61 Section 16.3 BINDING EFFECT 68 SECTION Binding Effect 61 Section 16.4 INTEGRATION 68 SECTION Integration 61 Section 16.5 CREDITORS 69 SECTION Creditors 61 Section 16.6 WAIVER 69 SECTION Waiver 61 Section 16.7 COUNTERPARTS 69 SECTION Third-Party Beneficiaries 61 Section 16.8 APPLICABLE LAWCounterparts 61 Section 16.9 Applicable Law; FORUM, VENUE AND JURISDICTION 69 SECTION 16.9 INVALIDITY OF PROVISIONS 70 SECTION Forum; Venue and Jurisdiction; Waiver of Trial by Jury 61 Section 16.10 CONSENT OF PARTNERS 70 SECTION Invalidity of Provisions 62 Section 16.11 FACSIMILE SIGNATURES 70 SECTION Consent of Partners 63 Section 16.12 THIRD PARTY BENEFICIARIES 70 Facsimile and Email Signatures 63 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP, ENERGY TRANSFER CORP LP dated as of April 13[●], 2011 and effective as of the Effective Time2015, is entered into by and among CVR between Energy Transfer Corp 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 Partner and 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: