This Trademark License Agreement
(this Agreement) is entered into and made effective as of
the ___ day of _______, 2011, by and between CVR Energy, Inc., a corporation organized and existing
under the laws of Delaware and having a place of business at 10 East Cambridge Circle Drive, Suite
250, Kansas City, Kansas 66103 (hereinafter CVR Energy), and CVR Partners, LP, a limited
partnership organized and existing under the laws of Delaware and having a place of business at 10
East Cambridge Circle Drive, Suite 250, Kansas City, Kansas 66103 (hereinafter CVR Partners).
CVR Energy is the owner of the marks listed on Appendix A (hereinafter the Marks). CVR
Partners desires to use the Marks on and in connection with its production and sale of fertilizer
and byproducts of the fertilizer production process (the Business and Goods).
In consideration of the foregoing and of the mutual promises hereinafter set forth, the
parties agree as follows:
I. GRANT OF LICENSE
CVR Energy grants to CVR Partners a non-exclusive and non-transferable license to use the
Marks on and in connection with the Business and Goods, with the right to sublicense subject to the
following terms and conditions. Notwithstanding the foregoing, CVR Partners may assign or
otherwise transfer the foregoing license with the prior written consent of CVR Energy.
II. USE OF MARKS AND QUALITY CONTROL
CVR Partners agrees to use the Marks only in the form and manner and with appropriate legends
as reasonably prescribed from time to time by CVR Energy, and not to use any other names, logos or
marks in combination with the Marks without prior approval of CVR Energy; provided, such approval
will not be unreasonably withheld, conditioned or delayed.
CVR Partners agrees that the nature and quality of the Business and Goods will conform to
standards currently applied by CVR Partners.
CVR Partners will permit reasonable inspection of its operations, and will supply CVR Energy
with specimens of use of the Marks upon request.
III. OWNERSHIP OF MARKS
CVR Partners acknowledges that CVR Energy owns all right, title and interest in and to the
Marks, agrees that it will do nothing inconsistent with CVR Energys ownership of the Marks and
that all use of the Marks by CVR Partners will inure to the benefit of and be on behalf of CVR
Energy. CVR Partners agrees that nothing in this Agreement will give CVR Partners any right, title
or interest in the Marks, other than the right to use the Marks in accordance with this Agreement
and CVR Partners agrees that it will not attack the title of CVR Energy to the Marks or attack the
validity of the license granted hereunder.
IV. RECORD KEEPING
CVR Partners agrees to maintain accurate records and archives evidencing its use of the Marks
pursuant to this Agreement, including retaining samples of signage, advertising and other
promotional uses of the Marks for each year during the term of the Agreement.
V. INFRINGEMENT PROCEEDINGS
CVR Energy will have the sole right and discretion, but not the obligation, to bring
infringement or unfair competition proceedings involving the Marks.
VI. TERM AND TERMINATION
This Agreement will continue in force and effect for the life of the Marks, unless sooner
terminated as provided for herein.
The Agreement may be terminated by either party without cause upon giving the other party 60
days written notice.
CVR Energy may terminate this Agreement immediately (i) in the event of any affirmative act of
insolvency by CVR Partners, (ii) upon the appointment of any receiver or trustee to take possession
of the properties of the CVR Partners, or (iii) upon the liquidation, dissolution, winding up or
sequestration by governmental authority of CVR Partners. In addition, CVR Energy may terminate
this Agreement upon breach of any of the provisions hereof by CVR Partners that is not cured or
waived within 30 days following receipt by CVR Partners of notice of breach from CVR Energy.
Upon termination of this Agreement, CVR Partners agrees to immediately discontinue all use of
the Marks and any term confusingly similar thereto, and to delete the same from its corporate or
business name, to cooperate with CVR Energy or its appointed agent to supply to the appropriate
authorities to cancel recording of this Agreement from all government records, to destroy all
printed materials bearing the Marks, and that all rights in the Marks and the goodwill connected
therewith will remain the property of CVR Energy.
VII. INTERPRETATION OF AGREEMENT
This Agreement will be interpreted according to the laws of the State of Kansas, United States
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