AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENTFeedstock and Shared Services Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
THIS AMENDED AND RESTATED FEEDSTOCK AND SHARED SERVICES AGREEMENT is entered into and effective as of the ___ day of ________, 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”).
CVR PARTNERS, LP AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals
This Amended and Restated Contribution, Conveyance and Assumption Agreement, dated as of , 2011, is entered into by and among COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR GP, LLC, a Delaware limited liability company (the “Managing General Partner”), COFFEYVILLE ACQUISITION III LLC, a Delaware limited liability company (“C/A III”), 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.
FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR GP, LLCLimited Liability Company Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of CVR GP, LLC (the “Company”), dated as of [ ], 2011 is entered into by Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT CVR PARTNERS, LP Dated as of [ ], 2011Registration Rights Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March __, 2011 (the “Agreement”), by and among CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and Coffeyville Resources, LLC, a Delaware limited liability company (the “Unitholder”). Capitalized terms used herein without definition are defined in Section 9.
AMENDED AND RESTATED CROSS EASEMENT AGREEMENTCross Easement Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
COMMENCING AT THE NORTHEAST CORNER OF SAID NE/4; THENCE ON AN ASSUMED BEARING OF S00°00’00”E ALONG THE EAST LINE OF SAID NE/4 A DISTANCE OF 200.17 FEET TO THE NORTHERLY LINE OF THE FORMER UNION PACIFIC RAILROAD RIGHT-OF-WAY; THENCE S59°30’09”W ALONG SAID NORTHERLY LINE A DISTANCE OF 1494.58 FEET TO THE TRUE POINT OF BEGINNING; THENCE N00°00’00”W A DISTANCE OF 82.60 FEET; THENCE S90°00’00”W A DISTANCE OF 51.00 FEET; THENCE S00°00’00”E A DISTANCE OF 20.50 FEET; THENCE N90°00’00”E A DISTANCE OF 20.00 FEET; THENCE S00°00’00”E A DISTANCE OF 80.36 FEET TO THE NORTHERLY LINE OF THE FORMER UNION PACIFIC RAILROAD RIGHT-OF-WAY; THENCE N59°30’09”E ALONG SAID NORTH LINE A DISTANCE OF 35.98 FEET TO THE POINT OF BEGINNING.
AMENDED AND RESTATED OMNIBUS AGREEMENT among CVR ENERGY, INC. CVR GP, LLC and CVR PARTNERS, LPOmnibus Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is entered into as of , 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.”
FORM OF CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN DIRECTOR PHANTOM UNIT AGREEMENTUnit Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS AGREEMENT, made as of the ___ day of _________, 2011 (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and __________ (the “Grantee”).
CVR Partners, LP [l] Common Units Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • New York
Morgan Stanley & Co. Incorporated Barclays Capital Inc. Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I hereto, c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
AMENDED AND RESTATED SERVICES AGREEMENTAmended and Restated Services Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Kansas
This Amended and Restated Services Agreement (this “Agreement”) is entered into as of the ___ day of _________, 2011, 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”).
FORM OF CVR PARTNERS, LP LONG-TERM INCENTIVE PLAN DIRECTOR STOCK OPTION AGREEMENTIncentive Plan Director Stock Option Agreement • March 17th, 2011 • CVR Partners, Lp • Agricultural chemicals • Delaware
THIS AGREEMENT, made as of the ___day of , 2011 (the “Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and (the “Grantee”).
