Form of First Amended and Restated Agreement of Limited Partnership] FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CVR PARTNERS, LPCVR 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:
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”).
SERVICES AGREEMENTServices Agreement • September 7th, 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 (“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”).
CVR Energy, Inc. Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • September 7th, 2007 • CVR Energy Inc • Petroleum refining • New York
Goldman, Sachs & Co. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Simmons & Company International As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
Form of Contribution, Conveyance and Assumption Agreement] CVR PARTNERS, LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 7th, 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”) 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 22, 2007, by and among Coffeyville Refining & Marketing Holdings Inc., a Delaware corporation (the “Issuer”), and John J. Lipinski (“Acquirer”).
STOCKHOLDERS AGREEMENT OF COFFEYVILLE REFINING & MARKETING HOLDINGS, INC.Stockholders Agreement • September 7th, 2007 • CVR Energy Inc • Petroleum refining • Delaware
This Stockholders Agreement of Coffeyville Refining & Marketing Holdings, Inc., a Delaware corporation (the “Company”) is dated as of August 22, 2007, by and among the Company, Coffeyville Acquisition LLC, a Delaware limited liability company (“Parent”), and John J. Lipinski (“Stockholder”). Any capitalized term used herein without definition shall have the meaning set forth in Section 22.
