CVR Energy Inc Sample Contracts

CVR REFINING, LLC COFFEYVILLE FINANCE INC. 6.500% Second Lien Senior Secured Notes due 2022 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2012 • CVR Energy Inc • Petroleum refining • New York

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CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, CVR PARTNERS, LP, EAST DUBUQUE NITROGEN FERTILIZERS, LLC, CVR NITROGEN HOLDINGS, LLC, COFFEYVILLE RESOURCES NITROGEN...
Credit Agreement • October 4th, 2021 • CVR Energy Inc • Petroleum refining • Texas

THIS CREDIT AGREEMENT, is entered into as of September 30, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CVR PARTNERS, LP, a Delaware limited partnership (“Parent”), EAST DUBUQUE NITROGEN FERTILIZERS LLC, a Delaware limited liability company (“East Dubuque”), CVR NITROGEN HOLDINGS, LLC, a Delaware limited liability company (“CVR Nitrogen Holdings”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”; together with Parent, East Dub

CVR ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.500% SENIOR NOTES DUE 2029 INDENTURE Dated as of December 21, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
Supplemental Indenture • December 21st, 2023 • CVR Energy Inc • Petroleum refining • New York

INDENTURE dated as of December 21, 2023 among CVR ENERGY, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee.

CVR REFINING, LLC COFFEYVILLE FINANCE INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.500% SECOND LIEN SENIOR SECURED NOTES DUE 2022 INDENTURE Dated as of October 23, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee WELLS FARGO BANK, NATIONAL...
Indenture • October 29th, 2012 • CVR Energy Inc • Petroleum refining • New York

INDENTURE dated as of October 23, 2012 among CVR REFINING, LLC, a Delaware limited liability company (the “Company”), COFFEYVILLE FINANCE INC., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined), Wells Fargo Bank, National Association, as trustee, and Wells Fargo Bank, National Association, as collateral trustee.

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2012 • CVR Energy Inc • Petroleum refining • Kansas

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of July 27, 2012 (the “Employment Agreement”), by and between CVR ENERGY, INC., a Delaware corporation (the “Company”), and SUSAN M. BALL (the “Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2009 • CVR Energy Inc • Petroleum refining • Delaware

This Indemnification Agreement (“Agreement”) is made effective as of January 1, 2009, by and between CVR Energy, Inc., a Delaware corporation (“Company”), and the individual designated on the signature page to this Agreement (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2009 • CVR Energy Inc • Petroleum refining • Texas

This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated April 1, 2009 is entered into by and between CVR ENERGY, INC., a Delaware corporation (the “Company”), and EDWARD A. MORGAN (the “Executive”).

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR REFINING, LP
CVR Energy Inc • January 29th, 2013 • 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:

CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT
Long-Term Incentive Plan • February 23rd, 2022 • CVR Energy Inc • Petroleum refining • New York

THIS AGREEMENT (this “Agreement”), made as of the [] day of [], 20[] (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).

CVR Energy, Inc. Common Stock, Par Value $0.01 Per Share Underwriting Agreement
Underwriting Agreement • November 12th, 2009 • CVR Energy Inc • Petroleum refining • New York

Coffeyville Acquisition II LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell to Deutsche Bank Securities Inc. (the “Underwriter”), and the Underwriter elects to purchase, an aggregate of 7,376,264 shares (the “Shares”) of common stock, par value $0.01 (“Stock”), of CVR Energy, Inc., a Delaware corporation (the “Company”).

12,000,000 Common Units CVR Refining, LP Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 20th, 2013 • CVR Energy Inc • Petroleum refining • New York
Third Amended and Restated Employment Agreement
Employment Agreement • February 26th, 2014 • CVR Energy Inc • Petroleum refining

This AMENDMENT to the Third Amended and Restated Employment Agreement by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Robert W. Haugen (the “Executive” and, together with the Company, the “Parties”) dated as of January 1, 2011 (the “Employment Agreement”), is entered into by and between the Parties as of December 31, 2013 (the “Amendment”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP
Partnership 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:

GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • October 4th, 2021 • CVR Energy Inc • Petroleum refining • Texas

This GUARANTY AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 30, 2021, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Form of First Amended and Restated Agreement of Limited Partnership] FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP
CVR Energy Inc • September 7th, 2007 • Petroleum refining • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LP dated as of , 2007, is entered into by and among CVR GP, LLC, a Delaware limited liability company, as the Managing General Partner, CVR Special GP, LLC, a Delaware limited liability company, as the Special 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:

CVR ENERGY, INC. INCENTIVE UNIT AGREEMENT - EXECUTIVE
Incentive Unit Agreement • February 23rd, 2022 • CVR Energy Inc • Petroleum refining • New York

THIS INCENTIVE UNIT AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”) (NYSE: CVI), on behalf of the employing entity of the Grantee, and the individual grantee designated on the signature page hereof (the “Grantee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2007 • CVR Energy Inc • Petroleum refining • Kansas

EMPLOYMENT AGREEMENT, dated as of July 12, 2005 (the “Employment Agreement”), by and between Coffeyville Resources, LLC, a Delaware limited liability company (the “Company”), and Robert W. Haugen (the “Executive”).

AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT
Feedstock 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”).

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2014 • CVR Energy Inc • Petroleum refining • Texas

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 19, 2013 (the "Employment Agreement"), by and between CVR ENERGY, INC., a Delaware corporation (the "Company"), and JOHN J. LIPINSKI (the "Executive").

CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT
Long-Term Incentive Plan • February 20th, 2015 • CVR Energy Inc • Petroleum refining • New York

THIS AGREEMENT (this “Agreement”), made as of the 26th day of December, 2014 (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and the individual grantee designated on the signature page hereof (the “Grantee”).

RETENTION, SEVERANCE, AND RELEASE AGREEMENT
Retention, Severance, and Release Agreement • July 26th, 2018 • CVR Energy Inc • Petroleum refining • Kansas

This Retention, Severance, and Release Agreement ("Agreement") is made and entered into by and among CVR Energy, Inc. (referred to as "Company", "we" or "us") and John R. Walter ("you" or "your").

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UNSECURED CREDIT AND GUARANTY AGREEMENT dated as of August 23, 2007 among COFFEYVILLE REFINING & MARKETING HOLDINGS, INC., COFFEYVILLE ACQUISITION, LLC, VARIOUS LENDERS and GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Bookrunner and...
Credit and Guaranty Agreement • September 7th, 2007 • CVR Energy Inc • Petroleum refining • New York

This UNSECURED CREDIT AND GUARANTY AGREEMENT, dated as of August 23, 2007 is entered into by and among COFFEYVILLE REFINING & MARKETING HOLDINGS, INC., a Delaware corporation (“Company”), COFFEYVILLE ACQUISITION, LLC, a Delaware limited liability company (“AcquisitionCo”), the Lenders party hereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger and Sole Bookrunner (in such capacity, collectively, the “Arranger”) and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).

CVR ENERGY, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated January 13, 2012
Rights Agreement • January 17th, 2012 • CVR Energy Inc • Petroleum refining • Delaware

RIGHTS AGREEMENT (this “Rights Agreement”), dated January 13, 2012, between CVR Energy, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

AMENDMENT TO AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT
Feedstock and Shared Services Agreement • February 26th, 2014 • CVR Energy Inc • Petroleum refining

THIS AMENDMENT TO AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT (this "Amendment") is entered into as of December 30, 2013 by 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").

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION II LLC
Limited Liability Company Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware

This First Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition II LLC (the “Company”) is dated as of October 16, 2007, among the entities listed under the heading “GSCP Members” on Schedule A hereto (each, a “GSCP Member” and, collectively, the “Investor Members”), the individuals listed under the heading “Management Members” on Schedule A hereto (each a “Management Member” and collectively, the “Management Members,” which term shall also include such other management employees of the Company who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.6 of this Agreement) and the Persons listed under the heading “Outside Members” on Schedule A hereto (each an “Outside Member” and together with any Persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.6 of this Agreement, the “Outside Members”. The Management Members

AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT BETWEEN THE BOC GROUP, INC. AND COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC DATED AS OF June 1, 2005
Product Supply Agreement • April 18th, 2007 • CVR Energy Inc • Petroleum refining • Kansas

THIS AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT (“Agreement”), made and effective as of the 1st day of June, 2005, by and between THE BOC GROUP, INC., a Delaware corporation, acting by and through its BOC Gases Division (“BOC”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”).

AMENDED AND RESTATED OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC and CVR PARTNERS, LP
Omnibus 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.”

SERVICES AGREEMENT
Services Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Kansas

This Services Agreement (this “Agreement”) is entered into as of the 25th day of October, 2007 (the “Effective Date”), among CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR GP, LLC, a Delaware limited liability company (“Managing GP”), CVR Special GP, LLC, a Delaware limited liability company (“Special GP”), and CVR Energy, Inc., a Delaware corporation (“CVR”, and collectively with MLP and Managing GP, the “Parties” and each, a “Party”).

LICENSE AGREEMENT FOR USE OF THE TEXACO GASIFICATION PROCESS, TEXACO HYDROGEN GENERATION PROCESS, AND TEXACO GASIFICATION POWER SYSTEMS
License Agreement • April 18th, 2007 • CVR Energy Inc • Petroleum refining • New York

THIS AGREEMENT, effective as of the 30th day of May, 1997 (“Effective Date”), by and between TEXACO DEVELOPMENT CORPORATION, a subsidiary of Texaco Inc., hereinafter referred to as “TEXACO DEVELOPMENT,” and FARMLAND INDUSTRIES, INC., hereinafter referred to as “LICENSEE”,

CREDIT AGREEMENT dated as of January 29, 2019, among CVR ENERGY, INC., as Borrower, JEFFERIES FINANCE LLC, as Administrative Agent, Collateral Agent and Sole Lead Arranger, and THE LENDERS NAMED HEREIN as Lenders
Credit Agreement • January 29th, 2019 • CVR Energy Inc • Petroleum refining • New York

This Credit Agreement dated as of January 29, 2019, is among CVR Energy, Inc., a Delaware corporation (“Borrower”), the lenders party hereto from time to time (the “Lenders”), and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for such Lenders.

AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 20th, 2015 • CVR Energy Inc • Petroleum refining

This AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 17, 2014, by and between CVR ENERGY, INC., a Delaware corporation (the “Company”) and JOHN J. LIPINSKI (the “Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 6th, 2007 • CVR Energy Inc • Petroleum refining • Delaware

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October16, 2007, by and among CVR Energy Inc., a Delaware corporation (the “Employer”), and John J. Lipinski (“Employee”).

CVR ENERGY, INC. INCENTIVE UNIT AGREEMENT
Incentive Unit Agreement • February 20th, 2015 • CVR Energy Inc • Petroleum refining • New York

THIS AGREEMENT (this “Agreement”) is made as of December 1, 2014 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and the individual grantee designated on the signature page hereof (the “Grantee”).

AMENDMENT TO PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • October 25th, 2018 • CVR Energy Inc • Petroleum refining

This AMENDMENT TO PERFORMANCE UNIT AGREEMENT (this “Amendment”) is made and entered into as of September 17, 2018, by and between CVR Energy, Inc., a Delaware corporation (the “Company”) and David L. Lamp (the “Grantee”).

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