EX-10.22



 





Exhibit
10.22




Execution Copy




SUBSCRIPTION AGREEMENT




          IN MAKING AN INVESTMENT DECISION, EMPLOYEE MUST RELY ON EMPLOYEE’S OWN EXAMINATION OF THE
EMPLOYER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE OR NON-U.S. SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




          THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(''SECURITIES ACT’’), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. EMPLOYEE SHOULD BE AWARE THAT HE WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




          SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October16, 2007, by and among
CVR Energy Inc., a Delaware corporation (the “Employer”), and John J. Lipinski
(“Employee”).




          WHEREAS, on March 9, 2007, Employee acquired 0.21253757 of a share of common stock, par value
$.01 per share, of Coffeyville Nitrogen Fertilizers, Inc., a Delaware corporation and an affiliate
of the Employer (“CNF” and such stock, the “Nitrogen Stock”) and on August 22,
2007 Employee acquired 0.10441996 of a share of common stock, par value $.01 per share, of
Coffeyville Refining & Marketing Holdings, Inc., a Delaware corporation and an affiliate of the
Employer (“CRMH” and such stock, the “Refining Holdings Stock”);




          WHEREAS, on the terms and conditions contained in this Agreement, Employee desires to acquire
and Employer desires to issue to Employee, 247,471 shares of common stock, $0.01 par value per
share, of Employer (the “Issued Stock”) in exchange for Employee’s Nitrogen Stock and
Employee’s Refining Stock (the “Exchanged Stock”);




          WHEREAS, the boards of directors of each of CNF and CRMH has approved the exchange of the
Exchanged Stock for the Issued Stock; and




          WHEREAS, on October 16, 2007 (i) CNF entered into an Agreement and Plan of Merger (the
“CNF Merger Agreement”) with CVR MergerSub 2, Inc.(“MergerSub 2”), and (ii)
CRMH entered into an Agreement and Plan of Merger (the “CRMH Merger Agreement”) with CVR
MergerSub 3, Inc.(“MergerSub 3”);




 









 








          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
Employer and Employee hereby agree as follows:




          Section 1. Acquisition of Common Stock. Upon the terms and subject to the
conditions set forth herein, at the Closing, as defined below, Employer shall issue to Employee,
the Issued Stock in exchange for the Exchanged Stock; provided, however, that if by October 19,
2007 (i) MergerSub 2 has not been merged with and into CNF pursuant the CNF Merger Agreement, and
(ii) MergerSub 3 has not been merged with and into CRMH pursuant to the CRMH Merger Agreement,
Employee shall have the right to exchange all 247,471 shares of the Issued Stock for 0.21253757 of
a share of Nitrogen Stock and 0.10441996 of a share of Refining Holdings Stock.




          Section 2. Closing. The closing of the acquisition of the Issued Stock in
exchange for the Exchange Stock hereunder (the “Closing”) shall take place at the offices of
Employer on the effective date of (but prior to) the mergers of (i) MergerSub 2 with and into CNF
pursuant the CNF Merger Agreement, and (ii) MergerSub 3 with and into CRMH pursuant to the CRMH
Merger Agreement. At the Closing, Employer shall deliver an original stock certificate to Employee
representing the Issued Stock and in exchange therefore, Employee shall deliver or cause to be
delivered to Employer an original stock certificate or certificates representing the Exchanged
Stock, along with duly executed stock powers.




          Section 3. Representations and Warranties of Employer. Employer hereby represents
and warrants to Employee as follows:





               (a) Employer is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, with full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder and thereunder;



               (b) Employer has duly executed and delivered this Agreement;



               (c) all necessary corporate actions required to be taken by or on behalf of Employer to
authorize it to execute, deliver and perform its obligations under this Agreement have been taken
and this Agreement constitutes Employer’s legal, valid and binding obligation, enforceable against
Employer in accordance with the terms hereof;



               (d) the execution and delivery of this Agreement and the consummation by Employer of the
transactions contemplated hereby in the manner contemplated hereby do not and will not conflict
with, or result in a breach of any terms of, or constitute a default under, any agreement or
instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority which is applicable to Employer or by which Employer or
any material portion of its properties is bound;



               (e) except for any applicable filings under federal and state securities laws, no consent,
approval, authorization, order, filing, registration or qualification of or with any court,
governmental authority or third person is required to be obtained by Employer in
connection with the execution and delivery of this Agreement or the performance of Employer’s
obligations hereunder; and



2









 





               (f) upon issuance of the Issued Stock, the Issued Stock will represent duly authorized,
validly issued and non-assessable shares of Common Stock and Employee shall be the record owner of
the Issued Stock.



          Section 4. Representations and Warranties of Employee. Employee hereby
represents, warrants and acknowledges to Employer as follows:




               (a) Employee has duly executed and delivered this Agreement;



               (b) all actions required to be taken by or on behalf of Employee to authorize him to execute,
deliver and perform his obligations under this Agreement have been taken and this Agreement
constitutes Employee’s legal, valid and binding obligation, enforceable against Employee in
accordance with the terms hereof and thereof;



               (c) the execution and delivery of this Agreement and the consummation by Employee of the
transactions contemplated hereby in the manner contemplated hereby do not and will not conflict
with, or result in a breach of any terms of, or constitute a default under, any agreement or
instrument or any applicable law, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority which is applicable to Employee or by which Employee or
any material portion of his properties is bound;



               (d) no consent, approval, authorization, order, filing, registration or qualification of or
with any court, governmental authority or third person is required to be obtained by Employee in
connection with the execution and delivery of this Agreement or the performance of Employee’s
obligations hereunder;



               (e) Employee is a resident of Texas;



               (f) Employee is receiving the Issued Stock solely for Employee’s own account for investment
and not with a view to resale in connection with any distribution thereof;



               (g) Employee acknowledges receipt of advice from Employer that (i) the Issued Stock has not
been registered under the Securities Act or qualified under any state securities or ''blue sky’’
laws, (ii) it is not anticipated that there will be any public market for the Issued Stock, (iii)
the Issued Stock must be held indefinitely and Employee must continue to bear the economic risk of
the investment in the Issued Stock unless the Issued Stock is subsequently registered under the
Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144
promulgated under the Securities Act (“Rule 144”) is not presently available with respect
to sales of any securities of Employer and Employer has made no covenant to make Rule 144 available
and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the
Issued Stock may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance
with the terms and conditions of such Rule and the provisions of this Agreement and the
Stockholders Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of
the Issued Stock without registration will require the availability of an exemption under the
Securities Act, (vii) restrictive legends shall be placed on any certificate representing the
Issued



3









 







Stock and (viii) a notation shall be made in the appropriate records of Employer indicating
that the Issued Stock is subject to restrictions on transfer and, if Employer should in the future
engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to
such transfer agent with respect to the Issued Stock;



               (h) Employee’s financial situation is such that Employee can afford to bear the economic risk
of holding the Issued Stock for an indefinite period and Employee can afford to suffer the complete
loss of Employee’s investment in the Issued Stock;



               (i) (x) Employee is familiar with the business and financial condition, properties, operations
and prospects of Employer and Employee has been granted the opportunity to ask questions of, and
receive answers from, representatives of Employer concerning Employer and the terms and conditions
of the acquisition of the Issued Stock and to obtain any additional information that Employee deems
necessary, (y) Employee’s knowledge and experience in financial and business matters is such that
Employee is capable of evaluating the merits and risk of the investment in the Issued Stock and (z)
Employee has carefully reviewed the terms and provisions of this Agreement and the Stockholders
Agreement and has evaluated the restrictions and obligations contained therein;



               (j) in furtherance of the foregoing, Employee represents and warrants that (i) no
representation or warranty, express or implied, whether written or oral, as to the financial
condition, results of operations, prospects, properties or business of Employer or as to the
desirability or value of an investment in Employer has been made to Employee by or on behalf of
Employer, (ii) Employee has relied upon Employee’s own independent appraisal and investigation, and
the advice of Employee’s own counsel, tax advisors and other advisors, regarding the risks of an
investment in Employer and (iii) Employee will continue to bear sole responsibility for making its
own independent evaluation and monitoring of the risks of its investment in Employer;



               (k) Employee is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act and, in connection with the execution of this
Agreement, agrees to deliver such certificates to that effect as the board of directors of Employer
may request;



               (l) Employee understands and acknowledges that (a) he is being issued the Common Stock in
reliance on an exemption under the federal securities laws that permits companies to issue stock to
their employees and directors without registration under limited circumstances when such stock is
issued in compensatory circumstances, (b) that he is being issued the Common Stock as part of his
compensation for services to the Company and its
subsidiaries and (c) that he would not be issued the Common Stock if he were not an employee
or director of the Company or one of its subsidiaries; and



               (m) Employee is the record and beneficial owner of the Exchanged Stock and has requisite power
and authority to transfer the Exchanged Stock as provided in this Agreement and Employee is
delivering to Employer, good and marketable title to the Exchanged Stock, free and clear of any and
all liens, claims, charges, security interests, options or other encumbrances, other than those
provided under federal or state securities laws and other than



4









 







those arising under the CRMH
Stockholders Agreement, dated August 22, 2007, and the CFN Stockholders, dated March 9, 2007 (each
of which will terminate pursuant to Termination Agreements with each of CRMH and CFN, each dated
the date hereof, immediately after the consummation of the transactions contemplated by this
Agreement).



          Section 5. Governing Law. This Agreement and the rights and obligations of the
parties hereto hereunder and the Persons subject hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Delaware, without giving effect to the
choice of law principles thereof.




          Section 6. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in writing and shall
be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered
mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax,
as follows (or to such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):



(a)   If to Employer:



10 E. Cambridge Circle, Ste. 250

Kansas City, Kansas 66103

Attention: Edmund S. Gross

Facsimile No.: 913-981-0000



with copies (which shall not constitute notice) to:



GS Capital Partners V Fund, L.P.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Kenneth Pontarelli

Facsimile No.: 212-357-5505



Kelso & Company, L.P.

320 Park Avenue, 24th Floor

New York, New York 10022

Attention: James J. Connors II

Facsimile No.: 212-223-2379



Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Robert C. Schwenkel

                 Steven Steinman

Facsimile No.: (212) 859-4000




5









 







and



Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Kevin M. Schmidt

Facsimile No.: (212) 909-6836



(b)   If to Employee:



2277 Plaza Drive

Suite 500

SugarLand, Tx 77479

Facsimile No.: (281) 207-7747



All such notices, requests, demands, waivers and other communications shall be deemed to have been
received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered
mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or
delivery, on the day delivered, or (z) if by fax, on the day delivered; provided that such
delivery is confirmed.




          Section 7. Entire Agreement, etc. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and supersedes any prior
agreement or understanding among them with respect to the matters referred to herein. There are no
representations, warranties, promises, inducements, covenants or undertakings relating to shares of
Issued Stock, other than those expressly set forth or referred to herein or in the Management
Registration Rights Agreement, by and between Employer and Employee, dated as of the date
hereof.




          Section 8. Amendments and Waivers. This Agreement may not be modified or amended
except by a written instrument signed by authorized representatives of all parties affected by such
modification or amendment and referring specifically to this Agreement. Waiver by any party hereto
of any breach or default by any other party of any of the terms of this
Agreement shall not operate as a waiver of any other breach or default, whether similar to
or different from the breach or default waived. No waiver of any provision of this Agreement shall
be implied from any course of dealing between the parties hereto or from any failure by any party
to assert its or his or her rights hereunder on any occasion or series of occasions.




          Section 9. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each of the parties hereto.




          Section 10. Severability. If any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby and shall continue in full
force and effect.




          Section 11. Counterparts. For the convenience of the parties hereto, this


6









 







Agreement may be executed in any number of counterparts, each such counterpart being deemed to be
an original instrument, and all such counterparts shall together constitute the same agreement.




          Section 12. Captions. The Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and shall not be deemed to
limit or otherwise affect any of the provisions hereof.




          Section 13. Survival of Representations and Warranties; Indemnity. All
representations, warranties and covenants contained herein or made in writing by Employee, or by or
on behalf of Employer in connection with the transactions contemplated by this Agreement, shall
survive the execution and delivery of this Agreement, any investigation at any time made by or on
behalf of Employer or Employee, the issue and sale of the Issued Stock. Employee shall and hereby
does indemnify and hold harmless Employer from and against any and all losses, claims, damages,
expenses and liabilities relating to or arising out of any breach of any representation, warranty
or covenant made by Employee in this Agreement.




[Signature page follows]




7









 






          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto
on the date first herein above written.




	 	 	 	 	 
	 	CVR ENERGY, INC.

 	 
	 	By:  	/s/  James
T. Rens	 
	 	 	Name:  	James T. Rens 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	/s/  John J. Lipinski	 
	 	JOHN J. LIPINSKI 	 



[Signature page to Subscription Agreement]