Form of Agreement of Limited Partnership] AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPCVR Energy Inc • June 5th, 2007 • Petroleum refining • Delaware
THIS 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 CVR LP, 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:
FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the ___ day of , 2007, 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”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION LLCLimited Liability Company Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Third Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition LLC (the “Company”) is dated as of [___,] 2007, among the entities listed under the heading “Kelso Members” on Schedule A hereto (each, a “Kelso 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, the
SERVICES AGREEMENTServices Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
This Services Agreement (this “Agreement”) is entered into as of the ___day of ___, 2007 (the “Effective Date”), 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [___], 2007, by and among CVR Energy Inc., a Delaware corporation (the “Employer”), and John J. Lipinski (“Employee”).
Form of Registration Rights Agreement] REGISTRATION RIGHTS AGREEMENT CVR PARTNERS, LP Dated as of , 2007Registration Rights Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of , 2007 (the “Agreement”), by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), CVR Special GP, LLC, a Delaware limited liability company (the “Special General Partner”) and CVR LP, LLC, a Delaware limited liability company (the “Organizational Limited Partner”). The Special General Partner and the Organizational Limited Partner are hereinafter referred to collectively as the “Unitholders.” Capitalized terms used herein without definition are defined in Section 10.
RAW WATER AND FACILITIES SHARING AGREEMENTWater and Facilities Sharing Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS RAW WATER AND FACILITIES SHARING AGREEMENT is made and entered into as of ___, 2007, 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”).
ENVIRONMENTAL AGREEMENTEnvironmental Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS ENVIRONMENTAL AGREEMENT is entered into and effective as of the ___day of , 2007, 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”), referred to collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENT CVR ENERGY, INC. Dated as of , 2007Registration Rights Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of , 2007 (the “Agreement”), by and among CVR Energy, Inc., a Delaware corporation (the “Company”), Coffeyville Acquisition LLC, a Delaware limited liability company (“CA”), and Coffeyville Acquisition II LLC, a Delaware limited liability company (“CA II” and, collectively with CA, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
Form of Omnibus Agreement] OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC CVR PARTNERS, LP and CVR SPECIAL GP, LLCOmnibus Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining
THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into on, 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 “Managing General Partner”), CVR Partners, LP, a Delaware limited partnership (the “Partnership”) and CVR Special GP, LLC, a Delaware limited liability company (“Special General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
REDEMPTION AGREEMENTRedemption Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • New York
REDEMPTION AGREEMENT, effective as of [ ,] 2007 (this “Agreement”), by and between Coffeyville Acquisition LLC, a Delaware limited liability company, (the “Company”), and the parties set forth on Schedule A hereto (the “Redeemed Parties”).
MANAGEMENT REGISTRATION RIGHTS AGREEMENT CVR ENERGY, INC. Dated as of ___, 2007Management Registration Rights Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
MANAGEMENT REGISTRATION RIGHTS AGREEMENT, dated as of ___, 2007 (the “Agreement”), by and among CVR Energy, Inc., a Delaware corporation (the “Company”), and those employees of the Company or its subsidiaries listed under the heading “Management Stockholders” on the Schedule A hereto (collectively, the “Management Stockholders”). Capitalized terms used herein without definition are defined in Section 10.
AGREEMENT BETWEEN COFFEYVILLE RESOURCES REFINING AND MARKETING, LLC. And the following unions of the Metal Trades Department, AFL-CIO INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL NO. 123 INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON...Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining
THIS AGREEMENT is made and entered into as of , and between Coffeyville Resources Refining and Marketing, Inc. in Coffeyville, Kansas (hereinafter referred to as the “Employer”), and the Metal Trades Department AFL-CIO consisting of the International Union of Operating Engineers, Local No. 123, the International Brotherhood of Boilermakers, Iron Shipbuilders, Blacksmiths, Forgers, and helpers, Local No. 83, the United Association of Journeyman Plumbers and Steamfitters of the United States and Canada, Local No. 441, the International Brotherhood of Electrical Workers, Local No. 226, the International Association of Machinists, Local No. 693, and the International Brotherhood of Teamsters, Local No. 823 (hereinafter referred to as the “Union”).
FORM OF CVR ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTPlan Nonqualified Stock Option Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
THIS AGREEMENT, made as of the ___ day of , 2007 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
Form of Contribution, Conveyance and Assumption Agreement] CVR PARTNERS, LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
This Contribution, Conveyance and Assumption Agreement, dated as of , 2007, is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (“CR”), CVR GP, LLC., a Delaware limited liability company (the “Managing General Partner”), CVR SPECIAL GP, LLC, a Delaware limited liability company (the “Special General Partner”), CVR LP, LLC, a Delaware limited liability company (the “Organizational Limited 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.” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
CROSS EASEMENT AGREEMENTCross Easement Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS CROSS EASEMENT AGREEMENT (this “Agreement”) is made as of the day of , 2007 (the “Effective Date”), by and between Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited liability company, (the “Fertilizer Company”), and Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company, (the “Refinery Company”).
STOCKHOLDERS AGREEMENT CVR ENERGY, INC. Dated as of [ ___,] 2007Stockholders Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Stockholders Agreement of CVR Energy, Inc., a Delaware corporation (the “Company”) is dated as of [___], 2007, by and among the Company, Coffeyville Acquisition LLC, a Delaware limited liability company (“CA”), and Coffeyville Acquisition II LLC, a Delaware limited liability company (“CA II” and, collectively with CA, the “Stockholders”). Any capitalized term used herein without definition shall have the meaning set forth in Article V.
COKE SUPPLY AGREEMENTCoke Supply Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Kansas
THIS COKE SUPPLY AGREEMENT is entered into and effective as of the day of , 2007, 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”).
FORM OF CVR ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
THIS AGREEMENT, made as of the ___ day of , 2007 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
LIMITED LIABILITY COMPANY AGREEMENT OF COFFEYVILLE ACQUISITION III LLCLimited Liability Company Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Limited Liability Company Agreement of Coffeyville Acquisition III LLC (the “Company”) is dated as of [______ ___,] 2007, among the entities listed under the headings “GSCP Members” and “Kelso Members” on Schedule A hereto (each, respectively, a “GSCP Member” or a “Kelso 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
FORM OF CVR ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN DIRECTOR STOCK OPTION AGREEMENTOption Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
THIS AGREEMENT, made as of the ___ day of , 2007 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
AGREEMENT Between COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC and THE PAPER, ALLIED-INDUSTRIAL, CHEMICAL & ENERGY WORKERS INTERNATIONAL UNION AFL- CIO-CLC and LOCAL NO. 5-432, HEADQUARTERED IN BARTLESVILLE, OKLAHOMA Effective:Agreement • June 5th, 2007 • CVR Energy Inc • Petroleum refining
THIS AGREEMENT is made and entered into, effective the day of , 2004, by and between Coffeyville Resources Crude Transportation, LLC (hereinafter referred to as the “Employer” or the “Company”), and the Paper, Allied-Industrial, Chemical & Energy Workers International Union, AFL-CIO-CLC (“PACE”) and Local No. 5-432, headquartered in Bartlesville, Oklahoma (hereinafter referred to as the “Union”) for designated Employees under the authority of the N.L.R.B. Certification Order No. 17-UA-682.
Coffeyville Acquisition LLC 10 E. Cambridge Circle, Ste. 250 Kansas City, Kansas 66103CVR Energy Inc • June 5th, 2007 • Petroleum refining
Reference is made to that letter agreement, dated June 24, 2005, by and between Coffeyville Acquisition LLC (the “Company”) and Goldman, Sachs & Co. (“GS” and such letter, the “GS Letter”), and that letter agreement, dated June 24, 2005, by and between the Company and Kelso & Company, L.P. (“Kelso, and such letter, the “Kelso Letter”).
