Cvr Partners, Lp Sample Contracts

Cvr Partners, Lp – CVR Partners Reports Second Quarter 2019 Results and Announces Cash Distribution of 14 Cents (July 24th, 2019)

SUGAR LAND, Texas (July 24, 2019) – CVR Partners, LP (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, today announced net income of $19 million, or 17 cents per common unit, on net sales of $138 million for the second quarter 2019, compared to a net loss of $16 million, or 15 cents per common unit, on net sales of $93 million for the second quarter 2018. Adjusted EBITDA was $60 million for the second quarter of 2019, compared to Adjusted EBITDA of $26 million for the second quarter of 2018.

Cvr Partners, Lp – Safe Harbor Statement and Non-GAAP Financial Measures Forward Looking Statements; Safe Harbor This presentation contains forward-looking statements (“FLS”) based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. The assumptions and estimates underlying FLS are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective information. Accordingly, there can be no assurance we (May 14th, 2019)
Cvr Partners, Lp – CVR Partners Reports First Quarter 2019 Results And Announces Cash Distribution of 7 Cents (April 24th, 2019)

SUGAR LAND, Texas (April 24, 2019) – CVR Partners, LP (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, today announced a net loss of $6 million, or 5 cents per common unit, on net sales of $92 million for the first quarter 2019, compared to a net loss of $19 million, or 17 cents per common unit, on net sales of $80 million for the first quarter 2018. Adjusted EBITDA was $26 million for the first quarter of 2019, compared to Adjusted EBITDA of $13 million for the first quarter of 2018.

Cvr Partners, Lp – CVR ENERGY, INC. CHANGE IN CONTROL AND SEVERANCE PLAN (October 25th, 2018)
Cvr Partners, Lp – CVR Partners, LP Performance-Based Bonus Plan (October 25th, 2018)

CVR Partners, LP (the “Company”) is committed to wages and benefits that are competitive with a market-based, pay-for-performance compensation philosophy, providing such base pay, bonus and long-term incentive awards in line with those of the fertilizer industry. This Performance-Based Bonus Plan (the “Plan”) is intended to reward high performance employees, and to retain these employees in critical roles, through the issuance of bonus awards (each, a “Bonus”).

Cvr Partners, Lp – AMENDMENT TO PERFORMANCE UNIT AGREEMENT (October 25th, 2018)

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”).

Cvr Partners, Lp – Re: Employment Offer (July 26th, 2018)

We are pleased to offer you the position of Executive Vice President and Chief Financial Officer with CVR Energy, Inc. (the “Company”) at a bi-weekly salary of $16,731.00 (annualized at $435,006.00), subject to deductions as required by law. Your position is an exempt position that requires a significant level of responsibility, discretion, and independent judgment. As a result, it carries no additional compensation for overtime worked. In this position, you will report to Dave Lamp, President & Chief Executive Officer. We have selected a tentative start date of April 30, 2018. This letter sets forth some of the additional terms of your employment with the Company.

Cvr Partners, Lp – RETENTION, SEVERANCE, AND RELEASE AGREEMENT (July 26th, 2018)

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").

Cvr Partners, Lp – RETENTION, SEVERANCE, AND RELEASE AGREEMENT (July 26th, 2018)

This Retention, Severance, and Release Agreement ("Agreement") is made and entered into by and among CVR GP, LLC (referred to as "Company", "we" or "us") and William White ("you" or "your").

Cvr Partners, Lp – CVR ENERGY, INC. LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT (February 23rd, 2018)

This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), made as of November 1, 2017 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and the individual grantee designated on the signature page hereof (the “Grantee”).

Cvr Partners, Lp – CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT (February 23rd, 2018)

THIS AGREEMENT (this “Agreement”), made as of the 29th day of December, 2017 (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 Partners, Lp – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (February 23rd, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 30, 2016, by and between CVR GP, LLC, a Delaware limited liability company (the “Company”) and Mark A. Pytosh (the “Executive”).

Cvr Partners, Lp – CVR ENERGY, INC. LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT (February 23rd, 2018)

THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”), made as of November 1, 2017 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and the individual grantee designated on the signature page hereof (the “Grantee”).

Cvr Partners, Lp – SECOND AMENDMENT TO AMENDED AND RESTATED ON-SITE PRODUCT SUPPLY AGREEMENT (February 23rd, 2018)

This Second Amendment to Amended and Restated On-Site Product Supply Agreement (this “Second Amendment”) is entered into effective as of October 1, 2017 (the “Second Amendment Effective Date”) by and between Linde LLC, a Delaware limited liability company and the successor in interest to Linde, Inc. (hereinafter called “Linde”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company (hereinafter called “Coffeyville Resources”).

Cvr Partners, Lp – AMENDMENT TO THE SECOND AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT (February 23rd, 2018)

THIS AMENDMENT TO THE SECOND AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT (this “Amendment”) is entered into as of November 1, 2017 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”).

Cvr Partners, Lp – EMPLOYMENT AGREEMENT (February 23rd, 2018)

This EMPLOYMENT AGREEMENT, dated as of November 1, 2017 (the “Employment Agreement”), is entered by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and David L. Lamp (the “Executive”) and (except as provided in Section 2.1) is effective January 1, 2018 (the “Effective Date”).

Cvr Partners, Lp – CVR Partners, LP 4th Quarter 2017 Earnings Report February 22, 2018 (February 22nd, 2018)
Cvr Partners, Lp – CVR Partners, LP 3rd Quarter 2017 Earnings Report November 1, 2017 (November 1st, 2017)
Cvr Partners, Lp – CVR Partners, LP 2nd Quarter 2017 Earnings Report July 27, 2017 (July 27th, 2017)
Cvr Partners, Lp – HYDROGEN PURCHASE AND SALE AGREEMENT (April 27th, 2017)

THIS HYDROGEN PURCHASE AND SALE AGREEMENT is entered into and effective as of the 1st day of January, 2017 (“Effective Date”), 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”).

Cvr Partners, Lp – FEEDSTOCK AND SHARED SERVICES AGREEMENT (April 27th, 2017)

THIS SECOND AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of January 1, 2017 (the “Effective Date”), 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”).

Cvr Partners, Lp – THIRD AMENDED AND RESTATED SERVICES AGREEMENT (April 27th, 2017)

This Third Amended and Restated Services Agreement (this “Agreement”) is entered into as of the 1st day of January, 2017, by and among CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR 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”).

Cvr Partners, Lp – CVR Partners, LP 1st Quarter 2017 Earnings Report April 27, 2017 (April 27th, 2017)
Cvr Partners, Lp – AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (February 21st, 2017)

THIS AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (this “Amendment”) is dated effective as of January 20, 2017 by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), Coffeyville Resources, LLC, a Delaware limited liability company (the “Sole Member”), each of the Holders listed on Schedule A hereto (collectively, the “Partnership Unitholders”), as holders of outstanding Common Units of the Partnership, and GSO Capital Partners LP, a Delaware limited partnership, in its capacity as the Holders’ Representative (the “Holders’ Representative”).

Cvr Partners, Lp – CVR Partners, LP 4th Quarter 2016 Earnings Report February 16, 2017 (February 16th, 2017)
Cvr Partners, Lp – CVR Partners, LP 3rd Quarter 2016 Earnings Report October 27, 2016 (October 27th, 2016)
Cvr Partners, Lp – SECURITY AGREEMENT Dated as of September 30, 2016 by (October 6th, 2016)

SECURITY AGREEMENT, dated as of September 30, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), CVR PARTNERS, LP, a Delaware limited partnership (the “Company”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”), 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” and, together with the Company, CVR Nitrogen, East Dubuque and CVR Nitrogen Holdings, the “Borrowers”), CVR NITROGEN GP, LLC, a Delaware limited liability company (“CVR Nitrogen GP”), CVR NITROGEN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with CVR Nitrogen GP, the “Subsidiary Guarantors”; the Borrowers, together with the Subsidiary Guarantors and each of the ot

Cvr Partners, Lp – ABL CREDIT AGREEMENT among CVR PARTNERS, LP, CVR NITROGEN, LP CVR NITROGEN GP, LLC CVR NITROGEN FINANCE CORPORATION EAST DUBUQUE NITROGEN FERTILIZERS, LLC CVR NITROGEN HOLDINGS, LLC COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC and CERTAIN OTHER SUBSIDIARIES OF CVR PARTNERS, LP FROM TIME TO TIME PARTY HERETO, VARIOUS LENDERS, UBS AG, STAMFORD BRANCH, as ADMINISTRATIVE AGENT AND COLLATERAL AGENT Dated as of September 30, 2016 and UBS AG, STAMFORD BRANCH and CREDIT SUISSE SECURITIES (USA) LLC as JOINT LEAD ARRANGERS and JOINT BOOK RUNNERS (October 6th, 2016)

ABL CREDIT AGREEMENT, dated as of September 30, 2016, among CVR PARTNERS, LP, a Delaware limited partnership (the “Company”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”), CVR NITROGEN GP, LLC, a Delaware limited liability company (“CVR Nitrogen GP”), CVR NITROGEN FINANCE CORPORATION, a Delaware corporation (“CVR Finance”), 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”), each other Borrower and Subsidiary Guarantor from time to time party hereto, the Lenders from time to time party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

Cvr Partners, Lp – INTERCREDITOR AGREEMENT dated as of September 30, 2016 among UBS AG, Stamford Branch, as ABL Facility Collateral Agent, (October 6th, 2016)

This INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 30, 2016, is among UBS AG, Stamford Branch, as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (together with its successors or co- agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), Wilmington Trust, National Association, as Applicable Parity Lien Representative (as defined herein), acting on behalf of the Parity Lien Secured Parties referred to herein, Wilmington Trust, National Association, as collateral trustee for the Parity Lien Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed, the “Parity Lien Collateral Trustee”), CVR Partners, LP, a Delaware limited partnership (“Borrower”), the Subsidiaries of the Borrower party hereto, and each Othe

Cvr Partners, Lp – CVR Partners Reports 2016 Second Quarter Results And Announces Cash Distribution of 17 Cents (July 28th, 2016)

SUGAR LAND, Texas (July 28, 2016) - CVR Partners, LP (NYSE: UAN), a manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, today announced a second quarter 2016 net loss of $17.0 million, or 15 cents per fully diluted common unit, on net sales of $119.8 million, compared to net income of $27.0 million, or 37 cents per fully diluted common unit, on net sales of $80.8 million for the second quarter a year earlier. Negatively impacting 2016 second quarter results were approximately $6.6 million of expenses associated with a major scheduled plant turnaround at the East Dubuque fertilizer facility. Additional items impacting 2016 second quarter results included a $5.1 million loss on extinguishment of debt and a net charge of $13.0 million associated with inventory valuation and deferred revenue purchase price accounting adjustments related to CVR Partners’ acquisition of Rentech Nitrogen Partners, L.P.

Cvr Partners, Lp – PARITY LIEN SECURITY AGREEMENT Dated as of June 10, 2016 by CVR PARTNERS, LP CVR NITROGEN FINANCE CORPORATION AND THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of (June 16th, 2016)

PARITY LIEN SECURITY AGREEMENT, dated as of June 10, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), CVR PARTNERS, LP, a Delaware limited partnership (“Partnership”), CVR NITROGEN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with Partnership, the “Issuers”) and each of the other entities listed on the signature pages hereof as a Subsidiary Grantor or that becomes a party hereto pursuant to Section 7.6 (each, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Issuers, together with the Subsidiary Grantors, the “Grantors”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as collateral trustee (in such capacity, together with its successors and permitted assigns, “Collateral Trustee”) for the benefit of the Secured Parties (as defined in the Indenture referred to below).

Cvr Partners, Lp – COLLATERAL TRUST AGREEMENT Dated as of June 10, 2016 among CVR PARTNERS, LP, and CVR NITROGEN FINANCE CORPORATION, as Issuers, THE OTHER GRANTORS PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Note Indenture, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee (June 16th, 2016)

This COLLATERAL TRUST AGREEMENT, dated as of June 10, 2016, by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), CVR Nitrogen Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), certain subsidiaries of the Partnership listed on the signature pages hereof and the Additional Grantors described herein (the Issuers, the subsidiaries so listed and the Additional Grantors being, collectively, the “Grantors”), Wilmington Trust, National Association, as trustee under the Note Indenture described herein (in such capacity, together with its successors and assigns from time to time, the “Trustee”), Wilmington Trust, National Association, as collateral trustee (in such capacity, together with its successors and assigns from time to time, the “Collateral Trustee”) for the Secured Parties, and each Additional Authorized Representative party hereto from time to time. Capitalized terms not otherwise defined shal

Cvr Partners, Lp – CVR NITROGEN FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.250% SENIOR SECURED NOTES DUE 2023 INDENTURE Dated as of June 10, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee (June 16th, 2016)

INDENTURE dated as of June 10, 2016 among CVR PARTNERS, LP, a Delaware limited partnership (the “Partnership”), CVR NITROGEN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the Guarantors (as defined), Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as Collateral Trustee.

Cvr Partners, Lp – as Collateral Trustee SUPPLEMENTAL INDENTURE Dated as of June 10, 2016 to Indenture Dated as of April 12, 2013 6.500% Second Lien Senior Secured Notes due 2021 (June 16th, 2016)

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 10, 2016, among CVR NITROGEN, LP (f/k/a EAST DUBUQUE NITROGEN PARTNERS, L.P. and Rentech Nitrogen Partners, L.P.), a Delaware limited partnership (the “Company”), CVR NITROGEN FINANCE CORPORATION (f/k/a EAST DUBUQUE FINANCE CORPORATION and Rentech Nitrogen Finance Corporation), a Delaware corporation (together with the Company, the “Issuers”), the guarantors listed on Schedule I hereto (the “Guarantors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture.

Cvr Partners, Lp – PURCHASE AGREEMENT (June 9th, 2016)