EX-10.10



 




Exhibit
10.10




SERVICES AGREEMENT




     This Services Agreement (this “Agreement”) is entered into as of the 25th day of October, 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”).



RECITALS




     WHEREAS, MLP is the owner, directly or indirectly, of Coffeyville Resources Nitrogen
Fertilizers LLC, a Delaware limited liability company (“Fertilizer”);



     WHEREAS, CVR is the owner, directly or indirectly, of Coffeyville Resources Refining &
Marketing, LLC, a Delaware limited liability company (“Refinery”);



     WHEREAS, Managing GP, in its capacity as the managing general partner of MLP, desires to
engage CVR, on its own behalf and for the benefit of Fertilizer and MLP, to provide certain
services necessary to operate the business conducted by Fertilizer, MLP and Managing GP (the
“Services Recipients”);



     WHEREAS, Special GP, in its capacity as the special general partner of MLP, has the right to
participate in the management of MLP, including through the co-appointment (with Managing GP) of
the chief executive officer and chief financial officer of MLP (whether directly or as chief
executive officer and chief financial officer of Managing GP) as specified in the agreement of
limited partnership of MLP, and CVR (the parent of Special GP) desires to make available Mr. John
J. Lipinski, its current chief executive officer, and Mr. James T. Rens, its current chief
financial officer, or such of its other executive officers as it may designate in writing to the
other Parties, to serve in such capacities for MLP, on the terms and conditions of this Agreement;
and



     WHEREAS, CVR is willing to undertake such engagement, subject to the terms and conditions of
this Agreement.



     NOW, THEREFORE, MLP, Managing GP (for itself and in its capacity as the general partner of
MLP), Special GP, and CVR agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Terms. The following defined terms will have the meanings given below:



     “Administrative Personnel” means individuals who are employed by CVR or any of its Affiliates
and assist in providing, as part of the Services, any of the administrative services referred to in
Exhibit 1 hereto.



 









 





     “Affiliate” shall mean with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, through the ownership of voting securities, by contract or otherwise
(provided that, solely for purposes of this Agreement, the Services Recipients shall not be deemed
Affiliates of CVR).



     “Bankrupt” with respect to any Person shall mean such Person shall generally be unable to pay
its debts as such debts become due, or shall so admit in writing or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or against such Person
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), shall remain undismissed or unstayed for a period
of 30 days; or such Person shall take any action to authorize any of the actions set forth above.



     “CVR Representative” means such person as is designated in writing by CVR to serve in such
capacity.



     “Default Rate” shall mean an interest rate (which shall in no event be higher than the rate
permitted by applicable law) equal to 300 basis points over LIBOR.



     “Fertilizer” has the meaning set forth in the first Recital hereinabove.



     “Fertilizer Payroll Percentage” means, for any applicable period, the percentage represented
by a fraction, the numerator of which is the total payroll amount of Fertilizer for such period,
and the denominator of which is the total payroll amount of Fertilizer plus the total payroll
amount of Refinery for such period, as such payroll amounts are calculated on a consistent basis
for purposes of determining the Fertilizer Payroll Percentage.



     “Governmental Approval” shall mean any material consent, authorization, certificate, permit,
right of way grant or approval of any Governmental Authority that is necessary for the
construction, ownership and operation of the assets used in the business of the Services Recipients
in accordance with applicable Laws.



     “Governmental Authority” shall mean any court or tribunal in any jurisdiction or any federal,
state, tribal, municipal or local government or other governmental body, agency, authority,
department, commission, board, bureau, instrumentality, arbitrator or arbitral body or any
quasi-governmental or private body lawfully exercising any regulatory or taxing authority.



     “GP/MLP Representative” means such person as is designated in writing by Managing GP to serve
in such capacity.



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     “Laws” shall mean any applicable statute, environmental law, common law, rule, regulation,
judgment, order, ordinance, writ, injunction or decree issued or promulgated by any Governmental
Authority.



     “Person” means an individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or other entity.



     “Personnel Costs” means all costs incurred by an employer in connection with the employment by
such employer of applicable personnel, including all payroll and benefits but excluding any
Share-Based Compensation.



     “Refinery” has the meaning set forth in the second Recital hereinabove.



     “Seconded Personnel” means individuals, other than Administrative Personnel, who are employed
by CVR or any of its Affiliates and provided on a full-time basis to the Services Recipients in
connection with provision of the Services.



     “Services” shall consist of those services performed for the Services Recipients as described
on Exhibit 1 hereto.



     “Services Recipients” has the meaning set forth in the third Recital hereinabove.



     “Share-Based Compensation” means any compensation accruing or payable under any incentive or
other compensation plan or program of an employer based upon changes in the equity value of such
employer or any of its Affiliates.



     “Shared Personnel” means individuals, other than Administrative Personnel, who are employed by
CVR or any of its Affiliates and provided on a part-time basis to the Services Recipients in
connection with provision of the Services.



ARTICLE II




RETENTION OF CVR; SCOPE OF SERVICES




     Section 2.01 Retention of CVR. Managing GP, on its own behalf and for the benefit of
the Services Recipients, hereby engages CVR to perform the Services and CVR hereby accepts such
engagement and agrees to perform the Services and to provide all Administrative Personnel, Seconded
Personnel, and Shared Personnel necessary to perform the Services.



     Section 2.02 Scope of Services. The Services shall be provided in accordance with (i)
applicable material Governmental Approvals and Laws, and (ii) applicable industry standards.



     Section 2.03 Exclusion of Services. At any time, Managing GP or CVR may temporarily
or permanently exclude any particular service from the scope of the Services upon 90 days notice.



     Section 2.04 Performance of Services by Affiliates or Other Persons. The Parties
hereby agree that in discharging its obligations hereunder, CVR may engage any of its Affiliates



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or other Persons to perform the Services (or any part of the Services) on its behalf and that
the performance of the Services (or any part of the Services) by any such Affiliate or Person shall
be treated as if CVR performed such Services itself. No such delegation by CVR to Affiliates or
other Persons shall relieve CVR of its obligations hereunder.




ARTICLE III




PAYMENT AMOUNT




     Section 3.01 Payment Amount. Managing GP shall pay or cause MLP or Fertilizer to pay,
to CVR (or its Affiliates as CVR may direct) the amount of any direct or indirect expenses incurred
by CVR or its Affiliates in connection with the provision of Services by CVR or its Affiliates (the
“Payment Amount”), in accordance with the following:




          (a) Seconded Personnel. The Payment Amount will include all Personnel Costs of
Seconded Personnel, to the extent attributable to the periods during which such Seconded
Personnel are provided to the Services Recipients.




          (b) Shared Personnel. The Payment Amount will include a prorata share of all
Personnel Costs of Shared Personnel, as determined by CVR on a commercially reasonable
basis, based on the percent of total working time that such Shared Personnel are engaged in
performing any of the Services.




          (c) Administrative Costs. The Payment Amount will include following:




               (i) Payroll. A prorata share of all Personnel Costs of Administrative
Personnel engaged in performing payroll services as part of the Services, based on
the Fertilizer Payroll Percentage, will be included in the Payment Amount.




               (ii) Travel. Travel expenses by Seconded Personnel, Shared Personnel
or Administrative Personnel will be direct charged if applicable and a prorata share
of all other travel expenses by Seconded Personnel, Shared Personnel or
Administrative Personnel, based on the Fertilizer Payroll Percentage, will be
included in the Payment Amount.




               (iii) Office Costs. A prorata share of all office costs (including,
without limitation, all costs relating to office leases, equipment leases, supplies,
property taxes and utilities) for all locations of Administrative Personnel, based
on the Fertilizer Payroll Percentage, will be included in the Payment Amount.




               (iv) Insurance. Insurance premiums will be direct charged to the
applicable insured, provided, however, all insurance premiums for adequate directors
and officers (or equivalent) insurance for any Seconded Personnel or Shared
Personnel, with liability coverage of no less than $15 million, will be included in
the Payment Amount.




               (v) Outside Services. Services provided by outside vendors (including
audit services, legal services, and other services) will first be direct charged
where



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applicable, and a prorata share of charges for all services that are provided
by outside vendors and not direct charged will be included in the Payment Amount
based upon the following percentages of such charges: audit services — 25%; legal
services — 20%; and all other services — Fertilizer Payroll Percentage.




               (vi) Other SGA Costs. A prorata share of all other sales, general and
administrative costs relating to the Services Recipients, based on the Fertilizer
Payroll Percentage, will be included in the Payment Amount.




               (vii) Depreciation and Amortization. A prorata share of depreciation
and amortization relating to all locations of Administrative Personnel, based on the
Fertilizer Payroll Percentage, will be included in the Payment Amount following
recognition of such depreciation or amortization as an expense on the books and
records of CVR or its Affiliates.




               (viii) Government and Public Relations. A monthly retainer of $1,000
will be included in the Payment Amount to cover routine ordinary activities of
Administrative Personnel in furtherance of government and public relations for the
benefit of the Services Recipients, with related activities of Administrative
Personnel being charged against such retainer at the rate of $100 per hour.




               (ix) Bank Charges and Interest Expense. Bank charges and interest
expense will be direct charged as applicable.




               (x) Other Costs. Other costs as reasonably incurred by CVR or its
Affiliates in the provision of Services will be direct charged as applicable.



     Section 3.02 Payment of Payment Amount. CVR shall submit monthly invoices to Managing
GP for the Services, which invoices shall be due and payable net 15 days. Managing GP shall pay or
cause MLP or Fertilizer to pay, to CVR in immediately available funds, the full Payment Amount due
under Section 3.01. Past due amounts shall bear interest at the Default Rate. Allocation
percentages referred to in this Article III will be calculated and determined for calendar year or
calendar quarter periods, as CVR may determine, based upon CVR’s annual audited financials, or
quarterly unaudited financials, for the immediately preceding calendar year or calendar quarter, as
applicable.



     Section 3.03 Disputed Charges. MANAGING GP MAY, WITHIN 90 DAYS AFTER RECEIPT OF A
CHARGE FROM CVR, TAKE WRITTEN EXCEPTION TO SUCH CHARGE, ON THE GROUND THAT THE SAME WAS NOT A
REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES. MANAGING GP
SHALL NEVERTHELESS PAY OR CAUSE MLP OR FERTILIZER TO PAY IN FULL WHEN DUE THE FULL PAYMENT AMOUNT
OWED TO CVR. SUCH PAYMENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE SERVICES RECIPIENT TO
RECOUP ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN
EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST
INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH



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ITS PROVIDING THE SERVICES HEREUNDER, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE)
SHALL BE REFUNDED BY CVR TO THE SERVICES RECIPIENTS TOGETHER WITH INTEREST THEREON AT THE DEFAULT
RATE DURING THE PERIOD FROM THE DATE OF PAYMENT BY THE SERVICES RECIPIENTS TO THE DATE OF REFUND BY
CVR.




     Section 3.04 CVR’s Employees. The Services Recipients shall not be obligated to pay
directly to Seconded Personnel or Shared Personnel any compensation, salaries, wages, bonuses,
benefits, social security taxes, workers’ compensation insurance, retirement and insurance
benefits, training or other expenses; provided, however, that if CVR fails to pay any employee
within 30 days of the date such employee’s payment is due:




          (a) The Services Recipients may (i) pay such employee directly, (ii) employ such
employee directly, or (iii) notify CVR that this Agreement is terminated and employ such
employees directly; and




          (b) CVR shall reimburse Managing GP, MLP or Fertilizer, as the case may be, for the
amount Managing GP, MLP or Fertilizer, as applicable, paid to CVR with respect to employee
services for which CVR did not pay any such employee.



ARTICLE IV




BOOKS, RECORDS AND REPORTING




     Section 4.01 Books and Records. CVR and its Affiliates and the Services Recipients
shall each maintain accurate books and records regarding the performance of the Services and
calculation of the Payment Amount, and shall maintain such books and records for the period
required by applicable accounting practices or law, or five (5) years, whichever is longer.



     Section 4.02 Audits. CVR and its Affiliates and the Services Recipients shall have
the right, upon reasonable notice, and at all reasonable times during usual business hours, to
audit, examine and make copies of the books and records referred to in Section 4.01. Such
right may be exercised through any agent or employee of the Person exercising such right if
designated in writing by such Person or by an independent public accountant, engineer, attorney or
other agent so designated. Each Person exercising such right shall bear all costs and expenses
incurred by it in any inspection, examination or audit. Each Party shall review and respond in a
timely manner to any claims or inquiries made by the other Party regarding matters revealed by any
such inspection, examination or audit.



     Section 4.03 Reports. CVR shall prepare and deliver to Managing GP any reports
provided for in this Agreement and such other reports as Managing GP may reasonably request from
time to time regarding the performance of the Services.



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ARTICLE V




INTELLECTUAL PROPERTY




     Section 5.01 Ownership by CVR and License to MLP. Any (i) inventions, whether
patentable or not, developed or invented, or (ii) copyrightable material (and the intangible rights
of copyright therein) developed, by CVR, its Affiliates or its or their employees in connection
with the performance of the Services shall be the property of CVR; provided, however, that MLP
shall be granted an irrevocable, royalty-free, non-exclusive and non-transferable right and license
to use such inventions or material; and further provided, however, that MLP shall only be granted
such a right and license to the extent such grant does not conflict with, or result in a breach,
default, or violation of a right or license to use such inventions or material granted to CVR by
any Person other than an Affiliate of CVR. Notwithstanding the foregoing, CVR will use all
commercially reasonable efforts to grant such right and license to MLP.



     Section 5.02 License to CVR and its Affiliates. MLP hereby grants, and will cause its
Affiliates to grant, to CVR and its Affiliates an irrevocable, royalty-free, non-exclusive and
non-transferable right and license to use, during the term of this Agreement, any intellectual
property provided by MLP or its Affiliates to CVR or its Affiliates, but only to the extent such
use is necessary for the performance of the Services. CVR agrees that CVR and its Affiliates will
utilize such intellectual property solely in connection with the performance of the Services.



ARTICLE VI




TERMINATION




     Section 6.01 Termination By Managing GP.




          (a) Upon the occurrence of any of the following events, Managing GP may terminate this
Agreement by giving written notice of such termination to CVR:




               (i) CVR becomes Bankrupt; or




               (ii) CVR dissolves and commences liquidation or winding-up.


Any termination under this Section 6.01(a) shall become effective immediately upon delivery
of the notice first described in this Section 6.01(a), or such later time (not to exceed
the first anniversary of the delivery of such notice) as may be specified by Managing GP.





          (b) In addition to its rights under Section 6.01(b), Managing GP may terminate
this Agreement at any time by giving notice of such termination to CVR. Any termination
under this Section 6.01(b) shall become effective 90 days after delivery of such
notice, or such later time (not to exceed the first anniversary of the delivery of such
notice) as may be specified by Managing GP.



     Section 6.02 Termination By CVR or Special GP. CVR or Special GP may terminate this
Agreement at any time by giving notice of such termination to Managing GP. Any termination under
this Section 6.02 shall become effective 90 days after delivery of such notice,



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or such later time (not to exceed the first anniversary of the delivery of such notice) as may
be specified by CVR or Special GP.




     Section 6.03 Effect of Termination. If this Agreement is terminated in accordance
with Section 6.01 or Section 6.02, all rights and obligations under this Agreement
shall cease except for (a) obligations that expressly survive termination of this Agreement; (b)
liabilities and obligations that have accrued prior to such termination, including the obligation
to pay any amounts that have become due and payable prior to such termination, and (c) the
obligation to pay any portion of any Payment Amount that has accrued prior to such termination,
even if such portion has not become due and payable at that time.



ARTICLE VII




ADDITIONAL REPRESENTATIONS AND WARRANTIES




     Section 7.01 Representations and Warranties of CVR and Special GP. Each of CVR and
Special GP hereby represents, warrants and covenants to the other Parties that as of the date
hereof:




          (a) Each of CVR and Special GP is duly organized, validly existing, and in good
standing under the laws of the State of Delaware; each of CVR and Special GP is duly
qualified and in good standing in the States required in order to perform the Services
except where failure to be so qualified or in good standing could not reasonably be expected
to have a material adverse impact on Managing GP or MLP; and each of CVR and Special GP has
full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder




          (b) Each of CVR and Special GP has duly executed and delivered this Agreement, and this
Agreement constitutes the legal, valid and binding obligation of each such Person,
enforceable against it in accordance with its terms (except as may be limited by bankruptcy,
insolvency or similar laws of general application and by the effect of general principles of
equity, regardless of whether considered at law or in equity); and




          (c) The authorization, execution, delivery, and performance of this Agreement by each
of CVR and Special GP does not and will not (i) conflict with, or result in a breach,
default or violation of, (A) the amended and restated certificate of incorporation of CVR or
the limited liability company agreement of Special GP, (B) any contract or agreement to
which such Person is a party or is otherwise subject, or (C) any law, order, judgment,
decree, writ, injunction or arbitral award to which such Person is subject; or (ii) require
any consent, approval or authorization from, filing or registration with, or notice to, any
governmental authority or other Person, unless such requirement has already been satisfied,
except, in the case of clauses (i)(B) and (i)(C), for such conflicts, breaches, defaults or
violations that would not have a material adverse effect on CVR or Special GP or on their
ability to perform their obligations hereunder, and except, in the case of clause (ii), for
such consents, approvals, authorizations, filings, registrations or notices, the failure of
which to obtain or make would not have a material adverse effect on CVR or Special GP or on
their ability to perform their obligations hereunder.



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     Section 7.02 Representations and Warranties of Managing GP and MLP. Each of Managing
GP and MLP hereby represents, warrants and covenants to the other Parties that as of the date
hereof:




          (a) Each of Managing GP and MLP is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its formation; each of Managing GP and MLP
has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder;




          (b) Each of Managing GP and MLP has duly executed and delivered this Agreement, and
this Agreement constitutes the legal, valid and binding obligation of each such Person
enforceable against it in accordance with its terms (except as may be limited by bankruptcy,
insolvency or similar laws of general application and by the effect of general principles of
equity, regardless of whether considered at law or in equity); and




          (c) The authorization, execution, delivery, and performance of this Agreement by each
of Managing GP and MLP does not and will not (i) conflict with, or result in a breach,
default or violation of, (A) the limited liability company agreement of Managing GP or the
partnership agreement of MLP, (B) any contract or agreement to which such Person is a party
or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or
arbitral award to which such Person is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any governmental authority or
other Person, unless such requirement has already been satisfied, except, in the case of
clause (i)(B) and (i)(C), for such conflicts, breaches, defaults or violations that would
not have a material adverse effect on Managing GP or MLP or on their ability to perform
their obligations hereunder, and except, in the case of clause (ii), for such consents,
approvals, authorizations, filings, registrations or notices, the failure of which to obtain
or make would not have a material adverse effect on Managing GP or MLP or on their ability
to perform their respective obligations hereunder.



ARTICLE VIII




ADDITIONAL REQUIREMENTS




     Section 8.01 Indemnity. The Services Recipients shall indemnify, reimburse, defend
and hold harmless CVR and its Affiliates and their respective successors and permitted assigns,
together with their respective employees, officers, members, managers, directors, agents and
representatives (collectively the “Indemnified Parties”), from and against all losses
(including lost profits), costs, damages, injuries, taxes, penalties, interests, expenses,
obligations, claims and liabilities (joint or severable) of any kind or nature whatsoever
(collectively “Losses”) that are incurred by such Indemnified Parties in connection with,
relating to or arising out of (i) the breach of any term or condition of this Agreement, or (ii)
the performance of any Services hereunder; provided, however, that the Services Recipients shall
not be obligated to indemnify, reimburse, defend or hold harmless any Indemnified Party for any
Losses Incurred, by such Indemnified Party in connection with, relating to or arising out of:




          (a) a breach by such Indemnified Party of this Agreement;



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          (b) the gross negligence, willful misconduct, bad faith or reckless disregard of such
Indemnified Party in the performance of any Services hereunder; or




          (c) fraudulent or dishonest acts of such Indemnified Party with respect to the Services
Recipients.


The rights of any Indemnified Party referred to above shall be in addition to any rights that such
Indemnified Party shall otherwise have at law or in equity. Without the prior written consent of
the Services Recipients, no Indemnified Party shall settle, compromise or consent to the entry of
any judgment in, or otherwise seek to terminate any, claim, action, proceeding or investigation in
respect of which indemnification could be sought hereunder unless (a) such Indemnified Party
indemnifies the Services Recipients from any liabilities arising out of such claim, action,
proceeding or investigation, (b) such settlement, compromise or consent includes an unconditional
release of the Services Recipients and Indemnified Party from all liability arising out of such
claim, action, proceeding or investigation and (c) the parties involved agree that the terms of
such settlement, compromise or consent shall remain confidential. In the event that
indemnification is provided for under any other agreements between CVR or any of its Affiliates and
any of the Services Recipients or any of their Affiliates, and such indemnification is for any
particular Losses, then such indemnification (and any limitations thereon) as provided in such
other agreement shall apply as to such particular Losses and shall supersede and be in lieu of any
indemnification that would otherwise apply to such particular Losses under this Agreement.




     Section 8.02 Limitation of Duties and Liability. The relationship of CVR to the
Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this
Agreement shall be construed to impose on CVR, or on any of its Affiliates, or on any of their
respective successors and permitted assigns, or on their respective employees, officers, members,
managers, directors, agents and representatives, an express or implied fiduciary duty. CVR and its
Affiliates and their respective successors and permitted assigns, together with their respective
employees, officers, members, managers, directors, agents and representatives, shall not be liable
for, and the Services Recipients shall not take, or permit to be taken, any action against any of
such Persons to hold such Persons liable for, (a) any error of judgment or mistake of law or for
any liability or loss suffered by the Services Recipients in connection with the performance of any
Services under this Agreement, except for a liability or loss resulting from gross negligence,
willful misconduct, bad faith or reckless disregard in the performance of the Services, or (b) any
fraudulent or dishonest acts with respect to the Services Recipients. In no event, whether based
on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall
CVR or its Affiliates, their respective successors and permitted assigns, or their respective
employees, officers, members, managers, directors, agents and representatives, be liable for loss
of profits or revenue or special, incidental, exemplary, punitive or consequential damages.



     Section 8.03 Reliance. CVR and its Affiliates and their respective successors and
permitted assigns, together with their respective employees, officers, members, managers,
directors, agents and representatives, may take and may act and rely upon:




          (a) the opinion or advice of legal counsel, which may be in-house counsel to the
Services Recipients or to CVR or its Affiliates, any U.S.-based law firm, or other



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legal counsel reasonably acceptable to the Boards of Directors of the Services
Recipients, in relation to the interpretation of this Agreement or any other document
(whether statutory or otherwise) or generally in connection with the Services Recipients;




          (b) advice, opinions, statements or information from bankers, accountants, auditors,
valuation consultants and other consulted Persons who are in each case believed by the
relying Person in good faith to be expert in relation to the matters upon which they are
consulted; or




          (c) any other document provided in connection with the Services Recipients upon which
it is reasonable for the applicable Person to rely.


A Person shall not be liable for anything done, suffered or omitted by it in good faith in reliance
upon such opinion, advice, statement, information or document.




     Section 8.04 Services to Others. While CVR is providing the Services under this
Agreement, CVR shall also be permitted to provide services, including services similar to the
Services covered hereby, to others, including Affiliates of CVR.



     Section 8.05 Transactions With Affiliates. CVR may recommend to the Services
Recipients, and may engage in, transactions with any of CVR’s Affiliates; provided, that any such
transactions shall be subject to the authorization and approval of the Services Recipients’ Boards
of Directors, as applicable.



     Section 8.06 Sharing of Information. CVR, and its Affiliates and other agents or
representatives, shall be permitted to share Services Recipients’ information with its Affiliates
and other Persons as reasonably necessary to perform the Services, subject to appropriate and
reasonable confidentiality arrangements.



     Section 8.07 Disclosure of Remuneration. CVR shall disclose the amount of
remuneration of the Chief Financial Officer and any other officer or employee shared with or
seconded to the Services Recipients, including the Chief Executive Officer, to the Boards of
Directors of the Services Recipients to the extent required for the Services Recipients to comply
with the requirements of applicable law, including applicable Federal securities laws.



     Section 8.08 Additional Seconded Personnel or Shared Personnel. CVR and the Services
Recipients’ Boards of Directors may agree from time to time that CVR shall provide additional
Seconded Personnel or Shared Personnel, upon such terms as CVR and the Services Recipients’ Board
of Directors may mutually agree. Any such individuals shall have such titles and fulfill such
functions as CVR and the Services Recipients may mutually agree but subject to compliance with the
agreement of limited partnership of MLP.



     Section 8.09 Plant Personnel. Personnel performing the actual day-to-day business and
operations of Fertilizer at the plant level will be employed by Fertilizer and Fertilizer will bear
all Personnel Costs or other costs relating to such personnel.



     Section 8.10 Election. The Services Recipients shall cause the election of any
Seconded Personnel or Shared Personnel to the extent required by the organizational documents



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of the Services Recipients. The Services Recipients’ Board of Directors, after due
consultation with CVR, may at any time request that CVR replace any Seconded Personnel and CVR
shall, as promptly as practicable, replace any individual with respect to whom such Board of
Directors shall have made its request, subject to the requirements for the election of officers
under the organizational documents of the Services Recipients but subject to compliance with the
agreement of limited partnership of MLP.




ARTICLE IX




DISPUTES




     Section 9.01 Resolution of Disputes. The Parties shall in good faith attempt to
resolve promptly and amicably any dispute between the Parties arising out of or relating to this
Agreement (each a “Dispute”) pursuant to this Article IX. The Parties shall first submit
the Dispute to the CVR Representative and the GP/MLP Representative, who shall then meet within
fifteen (15) days to resolve the Dispute. If the Dispute has not been resolved within forty-five
(45) days after the submission of the Dispute to the CVR Representative and the GP/MLP
Representative, the Dispute shall be submitted to a mutually agreed non-binding mediation. The
costs and expenses of the mediator shall be borne equally by the Parties, and the Parties shall pay
their own respective attorneys’ fees and other costs. If the Dispute is not resolved by mediation
within ninety (90) days after the Dispute is first submitted to the CVR Representative and the
GP/MLP Representative as provided above, then the Parties may exercise all available remedies.



     Section 9.02 Multi-Party Disputes. The Parties acknowledge that they or their
respective affiliates contemplate entering or have entered into various additional agreements with
third parties that relate to the subject matter of this Agreement and that, as a consequence,
Disputes may arise hereunder that involve such third parties (each a “Multi-Party
Dispute”). Accordingly, the Parties agree, with the consent of such third parties, that any
such Multi-Party Dispute, to the extent feasible, shall be resolved by and among all the interested
parties consistent with the provisions of this Article IX.



ARTICLE X




MISCELLANEOUS




     Section 10.01 Notices. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be given under this
Agreement must be in writing and must be delivered to the recipient in person, by courier or mail
or by facsimile, telegram, telex, cablegram or similar transmission; and a notice, request or
consent given under this Agreement is effective on receipt by the Party to receive it; provided,
however, that a facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next business day. All notices,
requests and consents to be sent to MLP must be sent to Managing GP. All notices, requests and
consents (including copies thereof) to be sent to Managing GP must be sent to or made at the
address given below for Managing GP.



12









 





	 	 	 
	If to Managing GP or MLP, to:

	 	With a copy to:
	 
	 	 
	Kevan A. Vick

	 	Edmund S. Gross,
	Executive Vice President and

	 	Vice President and General Counsel
	Fertilizer General Manager

	 	CVR Energy, Inc.
	10 E. Cambridge Circle, Ste. 250

	 	10 E. Cambridge Circle, Ste. 250
	Kansas City, Kansas 66103

	 	Kansas City, Kansas 66103
	Facsimile: (913) 981-0000

	 	Facsimile: (913) 981-0000
	 
	 	 
	If to CVR or Special GP, to:

	 	With a copy to:
	 
	 	 
	John J. Lipinski

	 	Edmund S. Gross,
	President and CEO

	 	Vice President and General Counsel
	2277 Plaza Drive

	 	CVR Energy, Inc.
	Suite 500

	 	10 E. Cambridge Circle, Ste. 250
	Sugar Land, Texas 77479

	 	Kansas City, Kansas 66103
	Facsimile: (281) 207-3491

	 	Facsimile: (913) 981-0000






     Section 10.02 Effect of Waiver or Consent. Except as otherwise provided in this
Agreement, a waiver or consent, express or implied, to or of any breach or default by any Party in
the performance by that Party of its obligations under this Agreement is not a consent or waiver to
or of any other breach or default in the performance by that Party of the same or any other
obligations of that Party under this Agreement. Except as otherwise provided in this Agreement,
failure on the part of a Party to complain of any act of another Party or to declare another Party
in default under this Agreement, irrespective of how long that failure continues, does not
constitute a waiver by that Party of its rights with respect to that default until the applicable
statute-of-limitations period has run.



     Section 10.03 Headings; References; Interpretation. All Article and Section headings
in this Agreement are for convenience only and will not be deemed to control or affect the meaning
or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, will refer to this Agreement as a whole, and
not to any particular provision of this Agreement. All references herein to Articles and Sections
will, unless the context requires a different construction, be deemed to be references to the
Articles and Sections of this Agreement, respectively. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, will include all other
genders, and the singular will include the plural and vice versa. The terms “include,” “includes,”
“including” or words of like import will be deemed to be followed by the words “without
limitation.”



     Section 10.04 Successors and Assigns. This Agreement will be binding upon and inure
to the benefit of the Parties and their respective successors and assigns.



     Section 10.05 No Third Party Rights. The provisions of this Agreement are intended to
bind the parties signatory hereto as to each other and are not intended to and do not create rights



13









 




in any other person or confer upon any other person any benefits, rights or remedies, and no
person is or is intended to be a third party beneficiary of any of the provisions of this
Agreement.




     Section 10.06 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together will constitute one agreement binding on the Parties.



     Section 10.07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS.



     Section 10.08 Submission to Jurisdiction; Waiver of Jury Trial. Subject to the
provisions of Article IX, each of the Parties hereby irrevocably acknowledges and consents
that any legal action or proceeding brought with respect to any of the obligations arising under or
relating to this Agreement may be brought in the courts of the State of Kansas, or in the United
States District Court for the District of Kansas and each of the Parties hereby irrevocably submits
to and accepts with regard to any such action or proceeding, for itself and in respect of its
property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts.
Each Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over
such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to
this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that
any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service
of process in any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party, at its address for notices set forth in this
Agreement, such service to become effective ten (10) days after such mailing. Each Party hereby
irrevocably waives any objection to such service of process and further irrevocably waives and
agrees not to plead or claim in any action or proceeding commenced hereunder or under any other
documents contemplated hereby that service of process was in any way invalid or ineffective. The
foregoing shall not limit the rights of any Party to serve process in any other manner permitted by
applicable law. The foregoing consents to jurisdiction shall not constitute general consents to
service of process in the State of Kansas for any purpose except as provided above and shall not be
deemed to confer rights on any Person other than the respective Parties. Each of the Parties
hereby waives any right it may have under the laws of any jurisdiction to commence by publication
any legal action or proceeding with respect this Agreement. To the fullest extent permitted by
applicable law, each of the Parties hereby irrevocably waives the objection which it may now or
hereafter have to the laying of the venue of any suit, action or proceeding arising out of or
relating to this Agreement in any of the courts referred to in this Section 10.08 and hereby
further irrevocably waives and agrees not to plead or claim that any such court is not a convenient
forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any
Party or its successors or assigns in any action, suit or proceeding referred to above may, in the
discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the
extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this
Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this
Agreement shall be enforceable in a court of equity by an injunction or a decree of specific
performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition
to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect of any litigation
as between the Parties directly or



14









 




indirectly arising out of, under or in connection with this Agreement or the transactions
contemplated hereby or disputes relating hereto. Each Party (i) certifies that no representative,
agent or attorney of any other Party has represented, expressly or otherwise, that such other Party
would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other Parties have been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications in this Section 10.08.




     Section 10.09 Remedies to Prevailing Party. If any action at law or equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other
relief to which such party may be entitled.



     Section 10.10 Severability. If any provision of this Agreement or the application
thereof to any Person or any circumstance is held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to other Persons or circumstances
shall not be affected thereby and shall be enforced to the greatest extent permitted by law.



     Section 10.11 Amendment or Modification. This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties.



     Section 10.12 Integration. This Agreement and the exhibit referenced herein supersede
all previous understandings or agreements among the Parties, whether oral or written, with respect
to its subject matter. This Agreement and such exhibit contain the entire understanding of the
Parties with respect to its subject matter. In the case of any actual conflict or inconsistency
between the terms of this Agreement and the agreement of limited partnership of MLP, the terms of
the agreement of limited partnership of MLP shall control. No understanding, representation,
promise or agreement, whether oral or written, is intended to be or will be included in or form
part of this Agreement unless it is contained in a written amendment hereto executed by the Parties
after the date of this Agreement.



     Section 10.13 Further Assurances. In connection with this Agreement and the
transactions contemplated hereby, each Party shall execute and deliver any additional documents and
instruments and perform any additional acts that may be reasonably necessary or appropriate to
effectuate and perform the provisions of this Agreement and those transactions.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





15









 








     IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first
written above.



	 	 	 	 	 
	 	CVR PARTNERS, LP

 	 
	 	By:  	CVR GP, LLC
 its Managing General Partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Kevan A. Vick
	 
	 	 	Name:  	Kevan A. Vick	 
	 	 	Title:  	Executive Vice President and
Fertilizer
General Manager	 
	 



	 	 	 	 	 
	 	CVR GP, LLC

 	 
	 	By:  	
/s/ Kevan A. Vick	 
	 	 	Name:  	Kevan A. Vick	 
	 	 	Title:  	Executive Vice President and
Fertilizer
General Manager	 
	 



	 	 	 	 	 
	 	CVR SPECIAL GP, LLC

 	 
	 	By:  	Coffeyville Resources, LLC
 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ James T. Rens	 
	 	 	Name:  	James T. Rens	 
	 	 	Title:  	Chief Financial Officer and Treasurer	 
	 



	 	 	 	 	 
	 	CVR ENERGY, INC.

 	 
	 	By:  	
/s/ James T. Rens	 
	 	 	Name:  	James T. Rens	 
	 	 	Title:  	Chief Financial Officer and Treasurer	 
	 



Services Agreement

Signature Page














 








Exhibit 1





     The Services shall include the following:




	 	•	 	services in capacities equivalent to the capacities of corporate executive officers,
except that the persons serving in such capacities shall serve in such capacities as
Shared Personnel on a shared, part-time basis only, unless and to the extent otherwise
agreed by CVR;
	 
	 	•	 	safety and environmental advice;
	 
	 	•	 	administrative and professional services, including legal, accounting, human
resources, insurance, tax, credit, finance, government affairs, and regulatory affairs;
	 
	 	•	 	manage the Services Recipients’ day-to-day business and operations, including
managing its liquidity and capital resources and compliance with applicable law;
	 
	 	•	 	establishing and maintaining books and records of the Services Recipients in
accordance with customary practice and GAAP;
	 
	 	•	 	recommend to the Services Recipients’ Board of Directors (x) capital raising
activities, including the issuance of debt or equity securities of the Services
Recipients, the entry into credit facilities or other credit arrangements, structured
financings or other capital market transactions, (y) changes or other modifications in
the capital structure of the Services Recipients, including repurchases;
	 
	 	•	 	recommend to the Services Recipients’ Board of Directors the engagement of or, if
approval is not otherwise required hereunder, engage agents, consultants or other third
party service providers to the Services Recipients, including accountants, lawyers or
experts, in each case, as may be necessary by the Services Recipients from time to
time;
	 
	 	•	 	manage the Services Recipients’ property and assets in the ordinary course of
business;
	 
	 	•	 	manage or oversee litigation, administrative or regulatory proceedings,
investigations or any other reviews of the Services Recipients’ business or operations
that may arise in the ordinary course of business or otherwise, subject to the approval
of the Services Recipients’ Board of Directors to the extent necessary in connection
with the settlement, compromise, consent to the entry of an order or judgment or other
agreement resolving any of the foregoing;
	 
	 	•	 	establish and maintain appropriate insurance policies with respect to the Services
Recipients’ business and operations;














 












	 	•	 	recommend to the Services Recipients’ Board of Directors the payment of dividends or
other distributions on the equity interests of the Services Recipients;
	 
	 	•	 	attend to the timely calculation and payment of taxes payable, and the filing of all
taxes return due, by the Services Recipients; and
	 
	 	•	 	manage or provide advice or recommendations for other projects of the Services
Recipients, as may be agreed to between Managing GP and CVR from time to time.