EX-10.2



 




Exhibit
10.2





AMENDED AND RESTATED




BY-LAWS




OF




CVR ENERGY, INC.




ARTICLE I




Offices




          SECTION 1. Registered Office. The registered office of the Corporation within the
State of Delaware shall be in the City of Wilmington, County of New Castle.




          SECTION 2. Other Offices. The Corporation may also have an office or offices other
than said registered office at such place or places, either within or without the State of
Delaware, as the Board of Directors shall from time to time determine or the business of the
Corporation may require.




          SECTION 3. Books. The books of the Corporation may be kept within or without the
State of Delaware as the Board of Directors may from time to time determine or the business of the
Corporation may require.




ARTICLE II




Meetings of Stockholders




          SECTION 1. Place of Meetings. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at any such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof.




          SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held at such
date and time as shall be designated from time to time by the Board of Directors and stated in the
notice of meeting. At each annual meeting, the stockholders entitled to vote shall elect a Board
of Directors and transact such other business as may properly be brought before the meeting.




          SECTION 3. Special Meetings. Special meetings of stockholders may be called at any
time only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a
majority of the Board of Directors then in office or by the Chairman of the Board of Directors;
provided, that, if Goldman, Sachs & Co., Kelso & Company and their respective affiliates
(collectively, the “Sponsors”) collectively beneficially own 50.0% or more of the outstanding
shares of the Corporation’s common stock, directly or indirectly, then special



 









 






meetings of the stockholders also may be called by holders of not less than 25.0% of the
outstanding shares of the Corporation’s common stock.




          SECTION 4. Notice of Meetings. Written notice of each annual and special meeting of
stockholders stating the date, place and time of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote at the meeting at such address as appears on the records of
the Corporation not less than ten nor more than sixty days before the date of the meeting.
Business transacted at any special meeting of stockholders shall be limited to the purposes stated
in the notice. Notice of any meeting shall not be required to be given to (i) any person who
attends such meeting, except when such person attends the meeting in person or by proxy for the
express purpose of objecting, at the beginning of the meeting, to the transaction of business
because the meeting is not lawfully called or convened or (ii) any person who, either before or
after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither
the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.




          SECTION 5. List of Stockholders. A complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order (for each class of stock), showing the address
of and the number of shares registered in the name of each stockholder shall be open to the
examination of any such stockholder for a period of at least ten days prior to the meeting in the
manner provided by law. The stockholder list shall also be open to the examination of any
stockholder during the whole time of the meeting as provided by law. This list shall presumptively
determine the identity of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.




          SECTION 6. Quorum, Adjournments. Stockholders holding a majority of the shares of
the Corporation entitled to vote, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders, except as otherwise provided by statute or
by the Amended and Restated Certificate of Incorporation or by these By-Laws. If, however, such
quorum shall not be present at any meeting of stockholders, a majority in interest of stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such later or rescheduled meeting at which the
requisite amount of shares entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally called.




          SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board
of Directors, or such person as the Chairman of the Board of Directors may have designated, or, in
his or her absence, the Chief Executive Officer or, in his or her absence, such person as the Board
of Directors may have designated shall act as chairman of the meeting. The Secretary or, in his
absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of
the meeting shall act as secretary of the meeting and keep the minutes thereof.




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          SECTION 8. Conduct of Business. The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.




          SECTION 9. Voting. Except as otherwise provided by statute or the Amended and
Restated Certificate of Incorporation, at all meetings of the stockholders, each stockholder
entitled to vote under the Amended and Restated Certificate of Incorporation and these By-Laws
shall be entitled to one vote, in person or by proxy, for each share of voting stock owned by such
stockholder of record on the record date for the meeting. Each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons to act for him by a proxy signed by
such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. When a quorum is present or represented at
any meeting, the vote of the holders of a plurality of the stock having voting power present in
person or represented by proxy shall decide any election for directors, and the vote of the holders
of a majority of the stock having voting power present in person or represented by proxy shall
decide any other question brought before such meeting, unless the question is one upon which, by
express provision of law, of the Corporation’s Amended and Restated Certificate of Incorporation
(as the same may be amended), or of these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.




          SECTION 10. Notice of Stockholder Business and Nominations. To be properly brought
before an annual meeting or special meeting, nominations of persons for election to the Board of
Directors or other business must be (A) specified in the notice of meeting given by or at the
direction of the Board of Directors; (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (C) otherwise properly brought before the meeting by a
stockholder.




          (a) (i) Annual Meetings of Stockholders. For nominations or other business to be
properly brought before an annual meeting by a stockholder (A) the stockholder must have given
timely notice thereof in writing to the Secretary; (B) the subject matter thereof must be a matter
which is a proper subject matter for stockholder action at such meeting; and (C) the stockholder
must be a stockholder of record of the Corporation at the time the notice required by this Section
is delivered to the Corporation and must be entitled to vote at the meeting.




          (ii) Except as otherwise provided in the Amended and Restated Certificate of Incorporation,
to be considered timely notice, a stockholder’s notice must be received by the Secretary at the
principal executive offices of the Corporation not less than 120 calendar days before the date of
the Corporation’s proxy statement released to stockholders in connection with the previous year’s
annual meeting of stockholders. If no annual meeting was held in the previous year, or if the date
of the applicable annual meeting has been changed by more than 30 days from the date of the
previous year’s annual meeting, then a stockholder’s notice, in order to be considered timely, must
be received by the Secretary not later than the later of the close of business on the 90th day
prior to such annual meeting or the tenth day following the day on which notice of the date of the
annual meeting was mailed or public disclosure of such date was made.




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          Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposes
to nominate for election as a director, (1) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case in accordance with Regulation 14A under the
Securities Exchange Act of 1934 (the “Exchange Act”) and such other information as may be required
by the Corporation pursuant to any policy of the Corporation governing the selection of directors;
and (2) such person’s written consent to being named in the proxy statement as a nominee and to
serving as a director if elected; (B) as to any business the stockholder proposes to bring before
the meeting, (1) a brief description of such business; (2) the text of the proposal or business
(including the text of any resolutions proposed for consideration and, in the event that such
business includes a proposal to amend the Bylaws, the language of the proposed amendment); (3) the
reasons for conducting such business at the meeting; and (4) any material interest in such business
of such stockholder and the beneficial owner, if any, on whose behalf the proposal or nomination is
made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the proposal or nomination is made, (1) the name and address of such stockholder, as they
appear on the Corporation’s books, and of such beneficial owner; (2) the class and number of shares
of the Corporation that are owned beneficially and held of record by such stockholder and such
beneficial owner; (3) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to propose such business or nomination; and (4) a representation whether the stockholder or
the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the Corporation’s
outstanding shares of capital stock required to approve or adopt the proposal or elect the nominee;
and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or
nomination.




          The foregoing notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention to present a proposal or
nomination at an annual meeting in compliance with applicable rules and regulations promulgated
under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy
statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
The Corporation may require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to serve as a director of
the Corporation. In addition, a stockholder seeking to bring an item of business before the annual
meeting shall promptly provide any other information reasonably requested by the Corporation.




          (iii) Notwithstanding anything in paragraph (a)(ii) to the contrary, in the event that the
number of directors to be elected to the Board of Directors at an annual meeting is increased and
there is no public announcement by the Corporation naming the nominees for the additional
directorships at least 100 days prior to the first anniversary of the preceding year’s annual
meeting, a stockholder’s notice required by this Section shall also be considered timely, but only
with respect to nominees for the additional directorships, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is first made by the
Corporation.




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          (b) Special Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting pursuant to the
Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be elected pursuant to the
Corporation’s notice of meeting (i) by or at the direction of the Board of Directors; or (ii)
provided that the Board of Directors has determined that directors shall be elected at such
meeting, by any stockholder of the Corporation who is a stockholder of record at the time the
notice provided for in this Section is delivered to the Secretary, who is entitled to vote at the
meeting and upon such election and who complies with the notice procedures set forth in this
Section 10.




          (c) (i) General. Notwithstanding the foregoing provisions of this Section 10, a
stockholder who seeks to have any proposal included in the Corporation’s proxy materials must
provide notice as required by and otherwise comply with the applicable requirements of the rules
and regulations under the Exchange Act. Nothing in this Section 10 shall be deemed to affect any
rights (a) of stockholders to request inclusion of proposals or nominations in the Corporation’s
proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act; or
(b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable
provisions of the Certificate of Incorporation.




          (ii) The chairman of an annual meeting shall determine all matters relating to the conduct of
the meeting, including, but not limited to, determining whether any nomination or item of business
has been properly brought before the meeting in accordance with these Bylaws (including whether the
stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s
representation as required by clause (a)(ii)(C)(4) of this Section), and if the chairman should so
determine and declare that any nomination or item of business has not been properly brought before
an annual or special meeting, then such business shall not be transacted at such meeting and such
nomination shall be disregarded.




          (iii) Notwithstanding the foregoing provisions of this Section 10, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual or special meeting of
stockholders of the Corporation to present a nomination or item of business, such proposed business
shall not be transacted and such nomination shall be disregarded, notwithstanding that proxies in
respect of such vote may have been received by the Corporation.




          SECTION 11. Action by Consent. As long as the Sponsors collectively beneficially own
more than 35.0% of the outstanding shares of Common Stock, then any action required or permitted to
be taken at any annual or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. If the Sponsors collectively beneficially own
35.0% or less of the outstanding shares of Common Stock, then any action required or permitted to
be taken at any annual or special meeting of stockholders of the




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Corporation may be taken only upon the vote of the stockholders at an annual or special
meeting duly called and may not be taken by written consent of the stockholders.




          SECTION 12. Inspectors. The Board of Directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If
any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting may, or
if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots or consents, determine
the results, and do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute a certificate of
any fact found by them. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be stockholders.




ARTICLE III




Board of Directors




          SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of Directors may exercise
all such authority and powers of the Corporation and do all such lawful acts and things as are not
by statute or the Certificate of Incorporation directed or required to be exercised or done by the
stockholders.




          SECTION 2. Number. The Board of Directors shall initially consist of eight (8)
directors, and thereafter shall be not less than three (3) nor more than fifteen (15) directors,
the exact number of which shall be fixed, from time to time, by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors then in office. Directors need not
be stockholders.




          SECTION 3. Election and Term. Except as otherwise provided by statute, the Amendend
and Retstated Certificate of Incorporation, or these By-Laws, the directors (other than members of
the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each
director shall hold office for a term of one year or until his successor shall have been elected
and qualified, subject to such director’s earlier death, resignation or removal, as hereinafter
provided in these By-Laws or the Amended and Restated Certificate of Incorporation.




          SECTION 4. Resignations. Any director of the Corporation may resign at any time by
giving written notice of his or her resignation to the Corporation. Any such resignation




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shall be made in writing and shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.




          SECTION 5. Removal of Directors. Any director may be removed in the manner provided
in and to the extent permitted under the Amended and Restated Certificate of Incorporation.




          SECTION 6. Vacancies. Any vacancy in the Board of Directors, however resulting, may
be filled in the manner provided in and to the extent permitted under the Amended and Restated
Certificate of Incorporation.




          SECTION 7. Place of Meetings. Meetings of the Board of Directors shall be held at
such place or places, within or without the State of Delaware, as the Board of Directors may from
time to time determine or as shall be specified in the notice of any such meeting.




          SECTION 8. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors may fix or as may be specified in a notice of
meeting. Notice of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.




          SECTION 9. Special Meetings. Special meetings of the Board of Directors may be held
at any time upon the call by the Chairman of the Board of Directors, the Chief Executive Officer,
two or more directors of the Corporation, or by one director in the event that there is only a
single director in office.




          SECTION 10. Notice of Meetings. Notice of regular meetings of the Board of Directors
need not be given except as otherwise required by statute or these By-Laws. Notice of each special
meeting of the Board of Directors (and of each regular meeting for which notice shall be required)
shall be given at least one business day before each special meeting, in writing or orally (either
in person or by telephone), including the time, date and place of the meeting; provided that
notice of any meeting need not be given to any Director who shall be present at such meeting (in
person or by telephone) or who shall waive notice thereof in writing either before or after such
meeting. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the
meeting.




          SECTION 11. Quorum and Manner of Acting. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors
present thereat may adjourn such meeting until such quorum is present, and no further notice
thereof need be given other than by announcement at the meeting which shall be so adjourned. All
matters shall be determined by the vote of a majority of the total number of directors present at
such meeting at which there is a quorum, except as otherwise provided in the Amended and Restated
Certificate of Incorporation or these Bylaws or as required by law.




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          SECTION 12. Organization. At each meeting of the Board of Directors, the Chairman of
the Board, if one has been elected, or, in the absence of the Chairman of the Board or if one shall
not have been elected, the Chief Executive Officer (or, in his absence, another director chosen by
a majority of the directors present) shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the
meeting and keep the minutes thereof.




          SECTION 13. Compensation. The Board of Directors shall have authority to fix or
establish policies for the compensation, including fees and reimbursement of expenses, for services
provided by directors to the Corporation.




          SECTION 14. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees, including an executive
committee, each committee to consist of one or more of the directors of the Corporation. The Board
of Directors may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the powers and authority of
the Board of Directors; but no such committee shall have the power or authority to (i) approve,
adopt or recommend to the stockholders any action or matter expressly required by Delaware law to
be submitted to the stockholders for approval or (ii) adopt, amend or repeal any By-Law of the
Corporation. Each committee shall keep regular minutes of its meetings and report the same to the
Board of Directors.




          SECTION 15. Action by Consent. Unless restricted by the Amended and Restated
Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the
Board of Directors or any committee thereof may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board of Directors or such
committee, as the case may be.




          SECTION 16. Telephonic Meeting. Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of the Board of Directors or such committee by
means of a conference call or using any communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting.




ARTICLE IV




Officers




          SECTION 1. Number and Qualifications. The officers of the Corporation shall be
elected by the Board of Directors and shall include a Chief Executive Officer, a President, one or
more Vice Presidents, and a Secretary. The Board of Directors may also select other officers as it
may deem to be necessary or appropriate, including a Chairman, a Chief Operating Officer, a Chief
Financial Officer, a Chief Accounting Officer, a General Counsel, a Treasurer, one or




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more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be
held by the same person, and no officer except the Chairman of the Board need be a director. Each
officer shall hold office until his successor shall have been duly elected, or until his death, or
until he shall have resigned or have been removed, as hereinafter provided in these By-Laws.




          SECTION 2. Resignations. Any officer of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such resignation shall be made in
writing and shall take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon receipt. Unless otherwise specified
therein, the acceptance of any such resignation shall not be necessary to make it effective.




          SECTION 3. Removal. Any officer of the Corporation may be removed, with or without
cause, by the Board of Directors at any time.




          SECTION 4. Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside at meetings of the Board of Directors or the stockholders. The Chairman shall have
the powers and duties customarily and usually associated with the office of the Chairman of the
Board of Directors and shall perform such other duties as from time to time may be assigned to him
or her by the Board of Directors. The same individual may serve as both Chairman of the Board and
Chief Executive Officer.




          SECTION 5. Chief Executive Officer. The Chief Executive Officer shall, in the
absence of the Chairman of the Board, if available and present, preside at each meeting of the
Board of Directors or the stockholders. The Chief Executive Officer shall have the powers and
duties customarily and usually associated with the position of Chief Executive Officer and such
other powers and duties as may from time to time be assigned to him by the Board of Directors.




          SECTION 6. President. The President shall have the powers and duties customarily and
usually associated with the office of the President and such other powers and duties as may from
time to time be assigned to him by the Board of Directors. The Chairman of the Board, Chief
Executive Officer and the President may be the same person.




          SECTION 7. Vice-President. Each Vice-President shall have such powers and perform
such duties as may from time to time be assigned to him or her by the Board of Directors. The
Board of Directors may name Executive Vice Presidents or Senior Vice Presidents or otherwise
establish different categories of vice presidents.




          SECTION 8. Secretary. The Secretary shall have the powers and duties as are
customarily and usually associated with the position of Secretary or as may from time to time be
assigned to him by the Board of Directors, the Chairman of the Board of Directors or the Chief
Executive Officer.




          SECTION 9. General Counsel. The General Counsel shall have the powers and duties
customarily and usually associated with the office of the General Counsel and such other powers and
duties as may from time to time be assigned to him by the Board of Directors.




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          SECTION 10. Other Officers. The Chief Operating Officer, Chief Financial Officer,
Chief Accounting Officer, Treasurer, Assistant Secretaries and Assistant Treasurers, if any, any
other officers shall perform such duties as from time to time may be assigned by the Board of
Directors.




ARTICLE V




Capital Stock




          SECTION 1. Issuance of Stock. Unless otherwise voted by stockholders and subject to
the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance
of the authorized capital stock of the Corporation or the whole or any part of any unissued balance
of the authorized capital stock of the Corporaiton held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.




          SECTION 2. Stock Certificates. The stock of the Corporation shall be represented by
certificates, provided that the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Every holder of stock represented by certificates
shall be entitled to have a certificate signed by, or in the name of the Corporation by the
Chairman of the Board, or the President or Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation.




          SECTION 3. Facsimile Signatures. Any or all of the signatures on a certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of issue.




          SECTION 4. Lost Certificates. No certificate for shares of stock in the Corporation
shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except
upon production of such evidence of such loss, theft or destruction and upon delivery to the
Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as
the Board of Directors in its discretion may require.




          SECTION 5. Transfers of Stock. Transfers of stock shall be made on the books of the
Corporation by the holder of the shares in person or by such holder’s attorney upon surrender and
cancellation of certificates for a like number of shares, or as otherwise provided by law with
respect to uncertificated shares.




          SECTION 6. Fixing the Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting (to the extent
permitted by the Certificate of Incorporation and By-Laws), or entitled to receive



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payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may establish, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.




          If no record date is fixed, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day before the day
on which notice is given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held. The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating to such purpose.




          A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.




          SECTION 7. Registered Stockholders. The names and addresses of the holders of record
of the shares of stock of the Corporation’s capital, together with the number of shares of each
class and series held by each record holder and the date of issue of such shares, shall be entered
on the books of the Corporation. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its records as the owner of shares of stock as the person entitled
to exercise the rights of a stockholder, including to receive dividends and to vote as such owner.
The Corporation shall not be bound to recognize any equitable or other claim to or interest in such
share or shares of stock on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.




          SECTION 8. Dividends. Subject to applicable law and the Certificate of
Incorporation, the Board of Directors may, out of funds legally available therefor at any regular
or special meeting, declare dividends upon the capital stock of the Corporation as and when it
deems expedient. Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of Incorporation. Before
declaring any dividend there may be set apart out of any funds of the Corporation available for
dividends, such sum or sums as the directors from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the interests of the Corporation.




          SECTION 9. Transfer Agents and Registrars. The Board of Directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and one or more
registrars.




          SECTION 10. Regulations. The Board of Directors may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock or with respect to uncertificated
shares of stock of the Corporation.




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ARTICLE VI




Indemnification




          SECTION 1. Indemnification Respecting Third Party Claims.




          (a) Indemnification of Directors and Officers. To the fullest extent permitted and in
the manner required by the laws of the State of Delaware as in effect from time to time, the
Corporation shall indemnify in accordance with the following provisions of this Article VI any
person who was or is made a party to or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal,
administrative, regulatory or investigative in nature (other than an action by or in the right of
the Corporation), by reason of the fact that such person is or was a director or officer of the
Corporation, or, if at a time when he or she was a director or officer of the Corporation, is or
was serving at the request of, or to represent the interests of, the Corporation as a director,
officer, partner, member, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another
corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or
other enterprise including any charitable or not-for-profit public service organization or trade
association (an “Affiliated Entity”), against expenses (including attorneys’ fees and
disbursements), costs, judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful; provided, however, that (i) the
Corporation shall not be obligated to indemnify a director or officer of the Corporation or a
Subsidiary Officer of any Affiliated Entity against expenses incurred in connection with an action,
suit, proceeding or investigation to which such person is threatened to be made a party but does
not become a party unless such expenses were incurred with the approval of the Board of Directors,
a committee thereof or the Chairman or the Chief Executive Officer of the Corporation and (ii) the
Corporation shall not be obligated to indemnify against any amount paid in settlement unless the
Corporation has consented to such settlement. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that his or her conduct was unlawful. Notwithstanding anything to the
contrary in the foregoing provisions of this paragraph, a person shall not be entitled, as a matter
of right, to indemnification pursuant to this paragraph against costs or expenses incurred in
connection with any action, suit or proceeding commenced by such person against the Corporation or
any Affiliated Entity or any person who is or was a director, officer, partner, member, fiduciary,
employee or agent of the Corporation or a Subsidiary Officer of any Affiliated Entity in their
capacity as such, but such indemnification may be provided by the Corporation in a specific case as
permitted by Section 6 of this Article.




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          (b) Indemnification of Employees and Agents. The Corporation may indemnify any
employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall
indemnify any director or officer under paragraph (a) above in this Section 1.




          SECTION 2. Indemnification Respecting Derivative Claims.




          (a) Indemnification of Directors and Officers. To the fullest extent permitted and
in the manner required by the laws of the State of Delaware as in effect from time to time, the
Corporation shall indemnify, in accordance with the following provisions of this Article, any
person who was or is made a party to or is threatened to be made a party to any threatened, pending
or completed action or suit (including any appeal thereof) brought by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such person is or was a
director or officer of the Corporation, or, if at a time when he or she was a director or officer
to the Corporation, is or was serving at the request of, or to represent the interests of, the
Corporation as a Subsidiary Officer of an Affiliated Entity against expenses (including attorneys’
fees and disbursements) and costs actually and reasonably incurred by such person in connection
with such action or suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the
Court of Chancery of the State of Delaware or the court in which such judgment was rendered shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses and costs as the Court of Chancery of the State of Delaware or such other court shall deem
proper; provided, however, that the Corporation shall not be obligated to indemnify a director or
officer of the Corporation or a Subsidiary Officer of any Affiliated Entity against expenses
incurred in connection with an action or suit to which such person is threatened to be made a party
but does not become a party unless such expenses were incurred with the approval of the Board of
Directors, a committee thereof, or the Chairman or the Chief Executive Officer of the Corporation.
Notwithstanding anything to the contrary in the foregoing provisions of this paragraph, a person
shall not be entitled, as a matter of right, to indemnification pursuant to this paragraph against
costs and expenses incurred in connection with any action or suit in the right of the Corporation
commenced by such Person, but such indemnification may be provided by the Corporation in any
specific case as permitted by Section 6 of this Article VI.




          (b) Indemnification of Employees and Agents. The Corporation may indemnify any
employee or agent of the Corporation in the manner and to the same or a lesser extent that it shall
indemnify any director or officer under paragraph (a) above in this Section 2.




          SECTION 3. Indemnification in Certain Cases.




          (a) Indemnification Upon Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in any of paragraphs (a) or (b) in Sections 1 and 2 of
this Article VI, or in defense of any claim, issue or matter therein, he shall be




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indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably
incurred by him in connection therewith.




          (b) Indemnification for Service As a Witness. To the extent any person who is or was
a director or officer of the Corporation has served or prepared to serve as a witness in any
action, suit or proceeding (whether civil, criminal, administrative, regulatory or investigative in
nature), including any investigation by any legislative body or any regulatory or self-regulatory
body by which the Corporation’s business is regulated, by reason of his or her services as a
director or officer of the Corporation or his or her service as a Subsidiary Officer of an
Affiliated Entity at a time when he or she was a director or officer of the Corporation (assuming
such person is or was serving at the request of, or to represent the interests of, the Corporation
as a Subsidiary Officer of such Affiliated Entity) but excluding service as a witness in an action
or suit commenced by such person, the Corporation shall indemnify such person against out-of-pocket
costs and expenses (including attorneys’ fees and disbursements) actually and reasonably incurred
by such person in connection therewith and shall use its best efforts to provide such indemnity
within 45 days after receipt by the Corporation from such person of a statement requesting such
indemnification, averring such service and reasonably evidencing such expenses and costs; it being
understood, however, that the Corporation shall have no obligation under this Article VI to
compensate such person for such person’s time or efforts so expended. The Corporation may
indemnify any employee or agent of the Corporation to the same or a lesser extent as it may
indemnify any director or officer of the Corporation pursuant to the foregoing sentence of this
paragraph.




          SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI
(unless ordered by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification is proper in the circumstances because such person
has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the Board of Directors composed of at
least three members each of whom is not a party to such action, suit or proceeding, or (b) if such
a quorum is not obtainable and/or such a committee is not established or obtainable, or, even if
obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders entitled to vote thereon. In the event a request for
indemnification is made by any person referred to in paragraph (a) of Section 1 or 2 of this
Article VI, the Corporation shall use its best efforts to cause such determination to be made not
later than 90 days after such request is made.




          SECTION 5. Advances for Expenses.




          (a) Advances to Directors and Officers. Expenses and costs, incurred by any person
referred to in paragraph (a) of Section 1 or 2 of this Article VI in defending a civil, criminal,
administrative, regulatory or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking in writing by or on behalf of such person to repay such amount if it shall






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ultimately be determined that such person is not entitled to be indemnified in respect of such costs and
expenses by the Corporation as authorized by this Article.




          (b) Advances to Employees and Agents. Expenses and costs incurred by any person
referred to in paragraph (b) of Section 1 or 2 of this Article VI in defending a civil, criminal,
administrative, regulatory or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors, a committee thereof or an officer of the Corporation authorized to so act
by the Board of Directors upon receipt of an undertaking in writing by or on behalf of such person
to repay such amount if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation in respect of such costs and expenses as authorized by this Article
VI.




          SECTION 6. Rights Not Exclusive. The provision of indemnification to or the
advancement of expenses and costs to any person under this Article, or the entitlement of any
person to indemnification or advancement of expenses and costs under this Article, shall not limit
or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to
such person in any other way permitted by law or be deemed exclusive of, or invalidate, any right
to which any person seeking indemnification or advancement of expenses and costs may be entitled
under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such person’s capacity as an officer, director, employee or agent of the Corporation and
as to action in any other capacity.




          SECTION 7. Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of, or to represent the interests of, the Corporation as a Subsidiary
Officer of any Affiliated Entity, against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not
the Corporation would have the power to indemnify such person against such liability under the
provisions of this Article VI or applicable law.




          SECTION 8. Definitions of Certain Terms. For purposes of this Article VI, (i)
references to “the Corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed into the Corporation
in a consolidation or merger if such corporation would have been permitted (if its corporate
existence had continued) under applicable law to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request, or to represent the interests of, such
constituent corporation as a director, officer, employee or agent of any Affiliated Entity shall
stand in the same position under the provisions of this Article VI with respect to the resulting or
surviving corporation as such person would have with respect to such constituent corporation if its
separate existence had continued; (ii) references to “fines” shall include any excise taxes
assessed on a person with respect to an employee benefit plan; (iii) references to “serving at the
request of the Corporation” shall include any service as a director, officer, partner, member,
trustee, fiduciary, employee or agent of the Corporation or any Affiliated Entity which service
imposes duties on, or involves services by, such director, officer, partner, member, trustee,
fiduciary, employee or




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agent with respect to an employee benefit plan, its participants, or beneficiaries and (iv) a person
who acted in good faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interest of the Corporation” as referred to in this Article VI.




          SECTION 9. Accrual of Claims; Survival of Rights. The indemnification provided or
permitted under the foregoing provisions of this Article VI shall or may, as the case may be, apply
in respect of any expense, cost, judgment, fine, penalty or amount paid in settlement, whether or
not the claim or cause of action in respect thereof accrued or arose before or after the effective
date of such provisions of this Article VI. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article VI shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.




          SECTION 10. Corporate Obligations; Reliance. The provisions of this Article VI shall
be deemed to create a binding obligation on the part of the Corporation to the persons who from
time to time are elected officers or directors of the Corporation, and such persons in acting in
their capacities as officers or directors of the Corporation or Subsidiary Officers of any
Affiliated Entity shall be entitled to rely on such provisions of this Article, without giving
notice thereof to the Corporation.




ARTICLE VII




General Provisions




          SECTION 1. Seal. The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors.




          SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once
fixed, may thereafter be changed, by resolution of the Board of Directors.




          SECTION 3. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for
the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time may be designated by
the Board of Directors or by an officer or officers authorized by the Board of Directors to make
such designation.




          SECTION 4. Execution of Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or
execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific instances.




          SECTION 5. Certificate of Incorporation. All references in these By-Laws to the
Certificate of Incorporation or the Amended and Restated Certificate of Incorporation shall be
deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as
amended or restated and in effect from time to time.




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          SECTION 6. Evidence of Authority. A certificate by the Secretary or any Assistant
Secretary as to any action taken by the stockholders, directors, a committee or any officer or
representative of the Corporation shall, as to all persons who rely on the certificate in good
faith, be conclusive evidence of such action.




          SECTION 7. Severability and Inconsistency. Any determination that any provision of
these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate
any other provision of these By-Laws. In the event that any provision of these By-Laws is or
becomes inconsistent with any provision of the Amended and Restated Certificate of Incorporation,
the General Corporation Laws of the State of Delaware or any other applicable law, the provision of
these By-Laws shall not be given any effect to the extent of such inconsistency, but shall
otherwise be given full force and effect.




          SECTION 8. Notice and Waiver of Notice. Whenever any notice is required by these
By-Laws to be given to the stockholders, personal notice is not meant unless expressly so stated,
and any notice so required shall be deemed to be sufficient if made in the manner prescribed by
these By-Laws or if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his or her address as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as
otherwise required by law.




          Whenever any notice whatever is required to be given under the provisions of any law, or under
the provisions of the Amended and Restated Certificate of Incorporation of the Corporation or these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent thereto.




          SECTION 9. Voting of Stock in Other Corporations. Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer or the Chief Financial Officer, from time to time, may (or may appoint one
or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose shares or securities may be held by
the Corporation, at meetings of the holders of the shares or other securities of such other
corporation.




ARTICLE VIII




Amendments




     These By-Laws may be amended or repealed or new by-laws adopted (a) if the Amended and
Restated Certificate of Incorporation so provides, by the affirmative vote of a majority of the
directors present at any regular or special meeting of the Board of Directors at which a quorum is
present, or (b) by the affirmative vote of the holders of a majority of the stock issued and
outstanding and entitled to vote at any annual or special meeting of stockholders.



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Approved and adopted as of October
16, 2007




[Amended and Restated By-Laws
of CVR Energy, Inc.]



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