                                                                                    ACCEPTED
                                                                                01-15-00715-CV
                                                                     FIRST COURT OF APPEALS
                                                                             HOUSTON, TEXAS
                                                                           8/21/2015 3:23:43 PM
                                                                          CHRISTOPHER PRINE
                                                                                         CLERK

                       NO. 01-15-00715-CV

                                                           FILED IN
                                                    1st COURT OF APPEALS
                                                        HOUSTON, TEXAS
         IN THE FIRST DISTRICT COURT OF         APPEALS
                                                    8/21/2015 3:23:43 PM
                     HOUSTON, TEXAS                 CHRISTOPHER A. PRINE
                                                            Clerk



     IN RE CVR ENERGY, INC. AND CVR REFINING, LP,
                           RELATORS


                        Original Proceeding
               th
   From the 268 Judicial District Court of Fort Bend County, Texas
                   Cause No. 2015-DCV-220330
              The Honorable Brady G. Elliott, Presiding



            PETITION FOR WRIT OF MANDAMUS




        Phillip D. Sharp                     Lee M. Smithyman
    State Bar No. 18118680              Kansas State Bar No. 09391
MARTIN, DISIERE, JEFFERSON &        SMITHYMAN & ZAKOURA, CHARTERED
        WISDOM, L.L.P.                750 Commerce Plaza II Building
     808 Travis, 20th Floor                7400 West 110th Street
     Houston, Texas 77002            Overland Park, Kansas 66210-2362
 (713) 632-1700 – Telephone             (913) 661-9800 – Telephone
  (713) 222-0101 – Facsimile            (913) 661-9861 – Facsimile
     sharp@mdjwlaw.com                      lee@smizak-law.com
                                      Application for pro hac admission
                                                   pending


                ORAL ARGUMENT REQUESTED
                  IDENTITY OF PARTIES AND COUNSEL
Relators/Defendants:

      CVR Energy, Inc. and CVR Refining, LP

       In the trial court, the relators/defendants are represented by the following
attorneys:

      Phillip D. Sharp
      State Bar No. 18118680
      MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P.
      808 Travis, 20th Floor
      Houston, Texas 77002
      (713) 632-1700 – Telephone
      (713) 222-0101 – Facsimile
      sharp@mdjwlaw.com

      Lee M. Smithyman
      Kansas State Bar No. 09391
      SMITHYMAN & ZAKOURA, CHARTERED
      750 Commerce Plaza II Building
      7400 West 110th Street
      Overland Park, Kansas 66210-2362
      (913) 661-9800 – Telephone
      (913) 661-9861 – Facsimile
      lee@smizak-law.com

      In this original proceeding, the relators/defendants are represented by the
following attorneys:

      Mr. Sharp and Mr. Smithyman




                                         i
Real Parties In Interest/Plaintiffs:

      Donald R. Collier, Jennifer J. Collier, Dale A. Niemeyer, and Wendy
      Niemeyer

      In the trial court the real parties in interest/plaintiffs are represented by the
following attorneys:

      Mr. Gary M. Riebschlager
      State Bar No. 16902200
      THE RIEBSCHLAGER LAW FIRM, PC
      801 Congress, Suite 250
      Houston, Texas 77002
      Telephone: (713) 980-5300
      Facsimile: (713) 583-5915
      gary@riebschlagerlaw.com

      Mr. Richard L. Tate
      State Bar No. 19664460
      Ms. Kristin Reis
      State Bar No. 24060478
      TATE, MOERER & KING, LLP
      206 South 2nd Street
      Richmond, Texas 77469
      Telephone: (281) 341-0077
      Facsimile: (281) 341-1003
      rltate@tate-law.com
      kreis@tate-law.com




                                          ii
Respondent:

     The Honorable Brady G. Elliott
     268TH JUDICIAL DISTRICT COURT
     FORT BEND COUNTY, TEXAS
     1422 Eugene Heimann Circle
     Room 30250, Courtroom 3D
     Richmond, Texas 77469
     Telephone: (281) 341-8610
     Facsimile: unknown
     E-mail: unknown




                                      iii
                                        TABLE OF CONTENTS

                                                                                                              PAGE

IDENTITY OF PARTIES AND COUNSEL ............................................................i

TABLE OF CONTENTS .........................................................................................iv
TABLE OF AUTHORITIES ...................................................................................vi
STATEMENT OF THE CASE ................................................................................ix

STATEMENT REGARDING ORAL ARGUMENT ..............................................x
STATEMENT OF JURISDICTION.........................................................................x

STATEMENT OF FACTS .......................................................................................1
SUMMARY OF THE ARGUMENT .......................................................................6

ARGUMENT ............................................................................................................7

I.       THE STANDARD FOR MANDAMUS RELIEF ON FORUM NON
         CONVENIENS DECISIONS. ........................................................................7

II.      THE DISTRICT COURT ABUSED ITS DISCRETION IN
         DENYING RELATORS’ MOTION TO DISMISS FOR FORUM
         NON CONVENIENS. ..................................................................................10

         A.       Consideration of Section 71.051 (b) Factors. ....................................12
                  1.       Kansas is an Alternate Forum in Which the Claim or
                           Action May be Tried. ...............................................................12

                  2.       Kansas is a Forum Which Provides an Adequate
                           Remedy. ...................................................................................13

                  3.       Maintenance of the Claim or Action in Texas Would
                           Work a Substantial Injustice. ...................................................14

                  4.       Kansas Can Exercise Jurisdiction Over Properly-Joined
                           Defendant. ................................................................................18

                  5.       Balance of Private and Public Interests. ..................................18

                                                          iv
III.    KANSAS LAW APPLIES TO THIS ACCIDENT. .....................................21

        A.       Restatement General Factors. .............................................................22

                 1.       Needs of the Interstate and International Systems. ..................23

                 2.       Relevant Policies of the Forum. ...............................................23

                 3.       Relevant Policies and Interests of Other Interested States. .....24
                 4.       Protection of Justified Expectations. .......................................24
                 6.       Certainty, Predictability, and Uniformity of Result.................25

                 7.       Ease in Determination and Application of the Law to be
                          Applied. ....................................................................................26

        B.       Restatement Specific Factors. ............................................................26

        C.       The Fact that Kansas Law is Different is Irrelevant. .........................27

IV.     PLAINTIFFS' ARGUMENT THAT DEFENDANTS' NEGLIGENCE
        OCCURRED IN TEXAS DOES NOT OVERCOME THE SECTION
        71.051 FACTORS. .......................................................................................28

V.      CONCLUSION & PRAYER........................................................................32
CERTIFICATION ..................................................................................................33

CERTIFICATE OF COMPLIANCE ......................................................................34

CERTIFICATE OF SERVICE ...............................................................................34
APPENDICES & RELATOR’S RECORD




                                                          v
                                      TABLE OF AUTHORITIES

                                                                                                              PAGE

Cases
Berg v. AMF, Inc.,
  29 S.W.3d 212 (Tex. App.—Houston [14th Dist.] 2000, no pet.) ................13, 28
Coca-Cola Co. v. Harmar Bottling Co.,
  218 S.W.3d 671 (Tex. 2006) ...........................................................................7, 21

Duncan v. Perry Packing Co.,
 162 Kan. 79 P.2d 78 (1946) ................................................................................23

Fugit v. United Beechcraft, Inc.,
  222 Kan. 312, 564 P.2d 521 (1977) ....................................................................20

Gomez de Hernandez v. Bridgestone/Firestone N. Am. Tire, L.L.C.,
 204 S.W .3d 473 (Tex. App.—Corpus Christi 2006, pet. denied) ......................28
Gulf Oil Corp. v. Gilbert,
 330 U.S. 501, 67 S.Ct. 839, 91 L.Ed. 1055 (1947) .............................................16
Gutierrez v. Collins,
 583 S.W.2d 312 (Tex. 1979) .........................................................................21, 26

Hollingsworth v. Fehrs Equip. Co. of K.C.,
 240 Kan. 398, 729 P.2d 1214 (1986) ..................................................................20
Hughes Wood Prods. v. Wagner,
 18 S.W.3d 202, 205-206 (Tex. 2000)......................................................20, 22, 25

In re Arthur Andersen LLP,
  121 S.W.3d 471 (Tex. App.—Houston [14th Dist.] 2003,
  orig. proceeding) ...................................................................................................8

In re BPZ Res.,
  359 S.W.3d 866 (Tex. App.—Houston [14th Dist.] 2012,
  orig. proceeding) ......................................................................................... passim




                                                           vi
In re Dauajare-Johnson,
  No. 14-14-00256-CV,
  2014 WL 3401094 (Tex. App.—Houston [14th Dist.] July 10, 2014,
  orig. proceeding) .....................................................................................12, 19, 26

In re Ensco Offshore Int’l Co.,
  311 S.W.3d 921 (Tex. 2010) ....................................................................... passim
In re Gen. Elec. Co.,
  271 S.W.3d 681 (Tex. 2008) ....................................................................... passim
In re Mantle Oil & Gas, LLC,
  426 S.W.3d 182 (Tex. App.—Houston [1st Dist.] 2012,
  orig. proceeding) ......................................................................................... passim
In re Omega Protein, Inc.,
  288 S.W.3d 17 (Tex. App.—Houston [1st Dist.] 2009, no pet.) ..................10, 17
In re Pirelli Tire, L.L.C.,
  247 S.W.3d 670 (Tex. 2007) ....................................................................... passim
In re Team Rocket, L.P.,
  256 S.W.3d 257 (Tex. 2008) .................................................................................8

Lalila v. Parker Drilling Co.,
  No. 01-07-00281-CV, 2009 WL 618248
  (Tex. App.—Houston [1st Dist.] Mar. 12, 2009, no pet.) ...................................13
Liberty Mut. Ins. Co. v. Transit Mix Concrete & Materials Co,
  06-12-00117-CV, 2013 WL 3329026
  (Tex. App.—Texarkana, Oct. 18, 2013, pet. denied)..............................13, 26, 27

Quixtar, Inc. v. Signature Mgmt. Team, LLC,
 315 S.W.3d 28 (Tex. 2010) .................................................................................17
Sacks v. Four Seasons Hotel, Ltd.,
  No. 5:04CV73, 2006 WL 783441 (E.D. Tex. Mar. 24, 2006) ............................23

Sammons & Berry P.C. v. Nat'l Indem. Co.,
  No. 14-13-00070-CV, 2014 WL 3400713
  (Tex. App.—Houston [14th Dist.] July 10, 2014, no pet.) .....................14, 19, 28


                                                        vii
Schippers v. Mazak Props., Inc.,
  350 S.W.3d 294 (Tex. App.—San Antonio 2011, pet denied) .....................14, 16
Torrington v. Stutzman,
  46 S.W.3d 829 (Tex. 2000) .................................................................................21

Vinmar Trade Fin., Ltd. v. Util. Trailers de Mexico,
  336 S.W.3d 664 (Tex. App.—Houston [1st Dist.] 2010, no pet.) ....13, 19, 21, 26
Zermeno v. McDonnell Douglas Corp.,
  246 F. Supp. 2d 646 (S.D. Tex. 2003) ................................................................21

Statutes
K.S.A. § 44-501 ........................................................................................................2
K.S.A. § 44-501b(d)..........................................................................................20, 23

K.S.A. § 60-258a.....................................................................................................14
K.S.A. § 60-513a(4) ................................................................................................14
TEX. CIV. PRAC. & REM. CODE § 71.051......................................................... passim
TEX. GOV'T CODE § 22.221(b) ...................................................................................x

Other Authorities
P.I.K.4th § 171.02 ...................................................................................................14
RESTATEMENT (SECOND) CONFLICT OF LAWS § 145 .........................................22, 26

RESTATEMENT (SECOND) CONFLICT OF LAWS § 6 ...................................................22
TEX. CONST. art. V § 6 ..............................................................................................x

Rules
TEX. R. CIV. P. 176.3(a) ..........................................................................................15

TEX. R. CIV. P. 52 ......................................................................................................x




                                                           viii
                         STATEMENT OF THE CASE
      Relators' Petition for a Writ of Mandamus addresses Judge Elliott's denial of

a motion to dismiss for forum non conveniens pursuant to Section 71.051 of the

Texas Civil Practice and Remedies Code in the 268th Judicial District Court of

Fort Bend County, Texas.

      Real Parties in Interest are the plaintiffs in a Fort Bend County civil suit for

damages sustained by Donald Collier and Dale Niemeyer in a Coffeyville, Kansas

refinery fire, caused by a pump seal leak, during their Kansas employment with

Coffeyville Resources Refining & Marketing, LLC (“CRRM”). Relators, who are

the named Defendants, are parent companies with an equity interest in CRRM.

The Respondent is the Honorable Brady G. Elliott.

      Plaintiffs' Original Petition was filed on January 12, 2015; service was

obtained on May 18, 2015. Relators filed their Motion to Dismiss for forum non

conveniens on June 1, 2015 because:

      (1)   virtually all material witnesses and evidence regarding the
            accident are located in Kansas;
      (2)   Kansas law applies to the Kansas accident; and

      (3)   the Plaintiffs reside in Independence, Kansas and the adjacent
            South Coffeyville, Oklahoma.

Judge Elliott denied said Motion on August 7, 2015.




                                         ix
               STATEMENT REGARDING ORAL ARGUMENT
       The relators respectfully suggest that the Court should grant oral argument.

This case requires detailed analysis of the Texas forum non conveniens statute, the

facts, and Kansas law. Oral argument will provide the Court helpful elaboration on

the issues, which are detailed and particular.

                       STATEMENT OF JURISDICTION
       This Court has jurisdiction to issue a writ of mandamus in this case under

Article V, Section 6 of the Texas Constitution, Section 22.221(b) of the Texas

Government Code, and Rule 52 of the Texas Rules of Appellate Procedure.

                               ISSUE PRESENTED

       Did the district court abuse its discretion by denying a motion to dismiss for

forum non conveniens where the evidence established (1) the real parties in interest

are residents of Kansas and Oklahoma, (2) the real parties in interest were injured

in a fire occurring in Kansas during the course and scope of their employment in a

Kansas refinery, and (3) virtually all witnesses and evidence surrounding the cause

of the fire, the events occurring during and after the fire, and damages are located

in Kansas and Oklahoma, outside subpoena range of the Fort Bend County, Texas

trial court.




                                          x
                             STATEMENT OF FACTS
      1.      Real Parties in Interest/Plaintiffs Donald R. Collier and Jennifer J.

Collier are individuals who reside in Independence, Kansas. RR Tab 4 at 1.1

      2.      Real Parties In Interest/Plaintiffs Dale A. Niemeyer and Wendy

Niemeyer are individuals who reside in South Coffeyville, Oklahoma, which is

immediately adjacent to Coffeyville, Kansas. RR Tab 4 at 1.

      3.      The Plaintiffs filed their Original Petition on January 12, 2015. RR

Tab 4 at 1.

      4.      The Relator Defendants, CVR Energy, Inc. and CVR Refining, LP

(collectively, “CVR”), were served on or about May 18, 2015. RR Tab 3 at 2.

      5.      The Plaintiffs' causes of action address work injuries sustained in an

accident by Mr. Collier and Mr. Niemeyer, which occurred in the Coffeyville

Refinery, located in Coffeyville, Kansas. RR Tab 4 at 2-3.

      6.      Mr. Collier and Mr. Niemeyer are employees of Coffeyville

Resources Refining & Marketing, LLC (“CRRM”), which is a subsidiary of these

Relators. RR Tab 4 at 3.




1
  For ease of reference, the Appendix and Relator’s Record is cited as “RR Tab [Number] at
[Page Number].”



                                            1
         7.    CRRM is alleged to be a wholly-owned subsidiary of CVR. RR Tab 4

at 3.2

         8.    Mr. Collier and Mr. Niemeyer received workers' compensation

benefits pursuant to the Kansas Workers' Compensation Act, K.S.A. 44-501, et.

seq. RR Tab 7 at Ex. 1.

         9.    Plaintiffs allege that the fire resulted when “a critical leak occurred on

a pump in the Isometric Unit of the Refinery.” RR Tab 4 at 3.

         10.   Plaintiffs allege that because CRRM is a wholly-owned subsidiary of

CVR, CVR is liable for the torts of CRRM. 3 RR Tab 4 at 3-4.

         11.   Plaintiffs allege that CVR committed unspecified acts of negligence.

Paragraph 19 of their Petition states:

         On the occasion in question, CVR, by and through their officers,
         employees, agents and representatives, independently committed acts
         of omission and commission which collectively and severally
         constitute negligence that proximately caused the deaths of plaintiffs'
         decedents and damages to Plaintiffs. CVR failed. CVR's failure is
         negligence as defined above.4



2
 That allegation is inaccurate, CRRM is a wholly-owned subsidiary of CVR Refining, LP. CVR
Energy, Inc. owns the General Partner and 66% of the Limited Partner units of CVR Refining,
LP; hence, CRRM is not a wholly-owned subsidiary of CVR Energy, Inc. RR Tab 7 at Ex. 1.
3
  See fn. 2 above. Independent of the factual inaccuracy, wholly-owned status does not result in
the liability of a parent or owner as a matter of law. Abdel-Fattah v. Pepsico, Inc., 948 S.W.2d
381, 384 (Tex. App.-Houston [14th Dist.] 1997, no writ).
4
 The allegation is inaccurate; neither Mr. Collier nor Mr. Niemeyer died in the fire and no
wrongful death case is being pursued. See RR Tab 4.

                                               2
      12.    Plaintiffs also allege that CVR committed acts of gross negligence,

without further specification. RR Tab 4 at 4.

      Defendants' acts and omission are of such a character as to lead to the
      conclusion that they not only constitute negligence, but rise to the
      level of gross negligence/malice. Defendants acted with conscious
      indifference to the rights, safety and welfare of Donald R. Collier and
      Dale A. Niemeyer, and proximately caused their injuries through the
      enumerated acts or omissions.

RR Tab 4 at 4.

      13.    On June 1, 2015, twelve days after service upon them, Relators filed

their motion to dismiss for forum non conveniens pursuant to section 71.051 of the

Texas Civil Practice and Remedies Code. RR Tab 6.

      14.    On July 6, 2015, Relators responded to Plaintiffs' Rule 194 Request

for Disclosure by identifying 34 potential witnesses with knowledge of the relevant

facts associated with the accidental fire. RR Tab 8. Of those witnesses identified:

             (i)     Twenty-nine are residents of Kansas,

             (ii)    Three are residents of Oklahoma or Missouri,

             (iii)   Two (one being an expert) are residents of Texas.

RR Tab 8 at Ex. 1 at 4-10.

      15.    Relators' Rule 194 disclosures identified CRRM, which owns the

refinery located in Coffeyville, Kansas, as a responsible third party (“RTP”). RR

Tab 8 at Ex. 1 at 11.



                                          3
         16.    While emergency medical technicians (EMTs), police officers and

firemen have not yet been identified, all emergency responders to the Kansas fire

are likely from the Coffeyville, Kansas area. To the best of Relators' belief, all

healthcare providers are located in Kansas, or adjacent areas of Oklahoma and

Missouri.       To Relators' knowledge, there are no Texas healthcare providers

associated with the care and treatment of Mr. Collier or Mr. Niemeyer.

         17.    On August 7, 2015, the date the motion to dismiss was orally argued,

the Plaintiffs filed a Supplemental Petition to also allege:

         In addition to the allegations previously pled, Plaintiffs allege that
         Defendants were independently negligent in the performance of their
         duties under the Management Services Agreement proximately
         causing Plaintiffs damages and injuries as previously pled.
RR Tab 10 at 1.5

         18.    By the terms of that Services Agreement (RR Tab 11), the

Relators agreed that:

                (i.)    They were amenable to legal proceedings brought in the
                        State of Kansas (RR Tab 11 at ¶ 10.08);

                (ii)    The agreement would be governed by Kansas law (RR
                        Tab 11 at ¶ 10.07); and

                (iii)   The agreement’s provisions would create no rights for
                        alleged third party beneficiaries (RR Tab 11 at ¶ 10.05).




5
    The referenced Services Agreement is found at RR Tab 11.

                                               4
      19.    Judge Elliott denied Relators’ motion to dismiss for forum non

conveniens on the record at the conclusion of August 7 oral argument. RR Tab 2

at 33 (“On the issue that I have to decide on today, I’m going to deny your

motion.”).

      20.    CVR Energy, Inc. and CVR Refining, LP, are in good standing with

and registered to do business in Kansas. RR Tab 8 at Ex. 1, ¶¶ 8-9. Both are

amenable to service of process through their registered agent in Kansas. See id.

      21.    The pump which experienced a seal failure is estimated to weigh

1,000 pounds and is stored in Coffeyville, Kansas. RR Tab 8 at Ex. 1, ¶¶ 8-9.




                                         5
                      SUMMARY OF THE ARGUMENT
      The district court abused its discretion by denying the relators’ motion to

dismiss for forum non conveniens where the evidence presented to the district

court established that Texas is an inconvenient forum to try the underlying lawsuit.

Specifically, as required by Section 71.051 of the Civil Practice and Remedies

Code, the evidence established (1) Kansas is an alternate forum in which the

underlying lawsuit may be tried; (2) Kansas law provides an adequate remedy to

the real parties in interest; (3) that maintenance of the lawsuit in Texas would work

a substantial injustice to the relators as witnesses necessary to the defense are

outside the district court’s subpoena power; (4) Kansas can exercise jurisdiction

over all the defendants in the underlying lawsuit, as well as the designated

responsible third party; and (5) that dismissal of the underlying lawsuit in order to

allow the case to proceed in Kansas would not result in unreasonable duplication or

proliferation of litigation. See Tex. Civ. Prac. & Rem. Code § 71.051.

      The balance of private interests of the parties, as well as the public interest

of Texas and Kansas favor the dismissal of the underlying lawsuit in Texas in

order to allow the Kansas judicial system to assert jurisdiction. Texas has no

public interest in taxing its citizens and judicial system to adjudicate claims of

Kansas and Oklahoma citizens injured in a fire occurring in Coffeyville, Kansas.

Moreover, this case concerns novel issues of Kansas law, specifically, whether


                                         6
Kansas workers’ compensation law bars employees of a subsidiary entity from

suing the subsidiary’s parents. Comity requires dismissal of the Texas action to

allow the Kansas judicial system to define the scope of its own laws. See Coca-

Cola Co. v. Harmar Bottling Co., 218 S.W.3d 671, 680-82 (Tex. 2006).

      The evidence simply does not support the district court’s conclusion that

Texas is a proper and convenient forum. The Court should direct the district court

to vacate its order denying the relators’ motion to dismiss for forum non

conveniens and instruct it to dismiss the underlying lawsuit in order to allow the

suit to proceed in the courts of Kansas.      See Tex. Civ. Prac. & Rem. Code

§ 71.051.

                                  ARGUMENT
I.    THE STANDARD FOR MANDAMUS RELIEF ON FORUM NON
      CONVENIENS DECISIONS.
      A district court’s decision to deny a motion to dismiss for forum non

conveniens is reviewed for abuse of discretion. In re Gen. Elec. Co., 271 S.W.3d

681, 685 (Tex. 2008). The district court abuses its discretion if its decision is

arbitrary, unreasonable, or without reference to guiding principles. In re Pirelli

Tire, L.L.C., 247 S.W.3d 670, 676 (Tex. 2007).        In applying the forum non

conveniens factors of section 71.051 of the Texas Civil Practice and Remedies

Code, “a trial court has no discretion in determining what the law is or in applying

the law to the particular facts.” In re Mantle Oil & Gas, LLC, 426 S.W.3d 182,

                                         7
187 (Tex. App.—Houston [1st Dist.] 2012, orig. proceeding); In re Brokers

Logistics, Ltd., 320 S.W.3d 402, 405 (Tex. App.—El Paso 2010, orig. proceeding)

(holding that a failure by the district court to analyze or apply the law correctly

constitutes an abuse of discretion); see also In re Arthur Andersen LLP, 121

S.W.3d 471, 476 (Tex. App.—Houston [14th Dist.] 2003, orig. proceeding) (“[A]s

to legal issues, an error amounting to an abuse of discretion can be as simple as

misinterpreting or misapplying the law.”).

         Mandamus relief is appropriate to remedy an improper denial of a motion to

dismiss for forum non conveniens. See In re Ensco Offshore Int’l Co., 311 S.W.3d

921, 923, 929 (Tex. 2010); In re Mantle Oil & Gas, 426 S.W.3d at 187; In re

Omega Protein, Inc., 288 S.W.3d 17, 21 (Tex. App.—Houston [1st Dist.] 2009, no

pet.).    Indeed, the Supreme Court specifically recognizes that “[a]n adequate

remedy by appeal does not exist when a motion to dismiss for forum non

conveniens is erroneously denied.” In re Gen. Elec. Co., 271 S.W.3d at 685.

         Mandamus relief in the present situation will “spare litigants and the public

the time and money utterly wasted enduring eventual reversal of improperly

conducted proceedings.” In re Team Rocket, L.P., 256 S.W.3d 257, 262 (Tex.

2008). The benefits of mandamus review clearly outweigh the detriments. Here,

the grant of mandamus can prevent this Kansas based dispute, which is governed

by Kansas law, from proceeding in a Texas forum five hundred miles from the

                                           8
location of the witnesses and evidence. Mandamus relief will spare the litigants

and the State of Texas from the waste of time and money preceding an eventual

reversal for improperly conducted proceedings. The judiciary and citizenry of

Texas should not be burdened to resolve a dispute involving a Kansas accident to

Kansas workers, governed by Kansas law, for which Kansas evidence is required.

      Mandamus is an appropriate remedy where, as here, a district court abuses

its discretion in denying a motion to dismiss for forum non conveniens. See In re

Ensco Offshore Int’l Co., 311 S.W.3d 921, 929 (Tex. 2010) (granting mandamus,

despite defendants’ Dallas offices, where Australian citizen employed by

Australian company suffered fatal accident on drilling rig in Singapore waters); In

re Pirelli Tire, L.L.C., 247 S.W.3d 670, 676 (Tex. 2007) (granting mandamus in

Texas suit by Mexican citizens as survivors of Mexican citizen who died in

rollover accident on Mexican highway); In re Gen. Elec. Co., 271 S.W.3d 681, 694

(Tex. 2008) (granting mandamus where Maine citizen injured from asbestos

exposure at Maine jobsite filed suit against Texas companies that manufactured or

distributed asbestos); In re BPZ Res., 359 S.W.3d 866, 881 (Tex. App.—Houston

[14th Dist.] 2012, orig. proceeding (granting mandamus where Peruvian oil tanker

exploded off Peruvian coast, despite fact that Texas corporations were parents of

Peruvian company that owned oil production platform); In re Mantle Oil & Gas,

LLC, 426 S.W.3d 182, 187 (Tex. App.—Houston [1st Dist.] 2012, orig.

                                        9
proceeding), (granting mandamus where Louisiana residents injured by a

Louisiana oil well blowout sued the Texas oil well operator in Texas); In re Omega

Protein, Inc., 288 S.W.3d 17, 21 (Tex. App.—Houston [1st Dist.] 2009, no pet.)

(“We hold that an analysis incorporating the Gulf Oil factors strongly favors a

Virginia forum, where the plaintiff and the witnesses live, the documents are

housed, and the fishing vessel alleged to be unseaworthy docks.”).

II.   THE DISTRICT COURT ABUSED ITS DISCRETION IN DENYING
      RELATORS’ MOTION TO DISMISS FOR FORUM NON
      CONVENIENS.
      Upon receipt of a motion to dismiss due to forum non conveniens, the

district court must evaluate and analyze the section 71.051 factors in order to

determine whether to stay or dismiss the action. The forum non conveniens statute

does not place the burden of proof on either party. In re Ensco Offshore Int'l Co.,

311 S.W.3d at 927. To the extent evidence is necessary to support a party's

position, the trial court must base its decision on the greater weight of the

evidence. In re Gen. Elec. Co., 271 S.W.3d at 687. If the court determines that in

the interest of justice and for the convenience of the parties, the plaintiff's claim

would be more properly heard in a forum outside the state, the statute instructs that

“the court shall decline to exercise jurisdiction under the doctrine of forum non

conveniens and shall stay or dismiss the claim or action." Tex. Civ. Prac. & Rem.

Code § 71.051(b) (emphasis supplied).


                                         10
      Section 71.051(b) of the Texas Civil Practice & Remedies Code sets forth

the factors relevant to the inconvenient forum analysis, providing:

      In determining whether to grant a motion to stay or dismiss an action
      under the doctrine of forum non conveniens, the court shall consider
      whether:
             (1)   an alternate forum exists in which the claim or action
                   may be tried;

             (2)   an alternative forum provides an adequate remedy;

             (3)   maintenance of the claim or action in the courts of this
                   state would work a substantial injustice to the moving
                   party;

             (4)   the alternate forum, as a result of the submission of the
                   parties or otherwise, can exercise jurisdiction over all the
                   defendants properly joined to the plaintiff's claim;

             (5)   the balance of the private interests of the parties and the
                   public interest of the state predominate in favor of the
                   claim or action being brought in an alternate forum,
                   which shall include consideration of the extent to which
                   an injury or death resulted from acts or omissions that
                   occurred in this state; and

             (6)   the stay or dismissal would not result in unreasonable
                   duplication or proliferation of litigation.

Tex. Civ. Prac. & Rem. Code § 71.051(b).

The statute further provides:

      The court shall dismiss a claim under Subsection (b) if the court finds
      by a preponderance of the evidence that a party was joined solely for
      the purpose of obtaining or maintaining jurisdiction in this state and
      the party's claim would be more properly heard in a forum outside this
      state.

                                         11
Tex. Civ. Prac. & Rem. Code § 71.051(e) (emphasis supplied.). As noted by the

Texas Supreme Court: “The word ‘shall’ in the statute ‘requires dismissal of the

claim or action if the statutory factors weigh in favor of the claim or action being

more properly heard in a forum outside of Texas.’” In re Ensco Offshore Int'l Co.,

311 S.W.3d 921, 924 (Tex. 2010) (quoting In re Gen. Elec., 271 S.W.3d at 686.

       A.     Consideration of Section 71.051 (b) Factors.
       Consideration of the section 71.051 factors reflects that Kansas is clearly an

appropriate and superior forum to resolve the issues presented by the underlying

litigation.

              1.    Kansas is an Alternate Forum in Which the Claim or
                    Action May be Tried.
       “An alternate forum is one where the defendant is amenable to process.” In

re Ensco Offshore Int'l Co at 311 S.W.3d at 924; In re Gen. Elec. Co., 271 S.W.3d

at 687. A alternative forum is available when the entire case and all the parties can

come within the jurisdiction of that forum. Vinmar Trade Fin. Ltd., 336 S.W.3d at

674; In re Dauajare-Johnson, No. 14-14-00256-CV, 2014 WL 3401094 (Tex.

App.—Houston [14th Dist.] July 10, 2014, orig. proceeding). CVR Energy, Inc.

and CVR Refining, LP are registered to do business in Kansas and doing business

in Kansas. See RR Tab 8 at Ex 1. Thus, each Relator has a registered agent

amenable to process in the State of Kansas. See id.



                                         12
             2.     Kansas is a Forum Which Provides an Adequate Remedy.
      “An alternative forum is inadequate if the remedies that it offers are so

unsatisfactory that they really comprise no remedy at all.” In re Ensco, 311

S.W.3d at 924; In re Gen. Elec., 271 S.W.3d at 688; In re Mantle, 426 S.W.3d at

189. "That the substantive law of alternative forum may be less favorable to the

plaintiff is entitled to little, if any, weight." In re Pirelli Tire, 247 S.W.3d 670, at

678 (Tex. 2007). "An alternative forum is adequate if the parties will not be

deprived of all remedies or treated unfairly, even though they may not enjoy the

same benefits as they might receive in an American court." Vinmar Trade Fin.,

Ltd. v. Util. Trailers de Mexico, 336 S.W.3d 664, 674 (Tex. App.—Houston [1st

Dist.] 2010, no pet.).

      In the recent past, Texas appellate courts have determined the following

forums provide adequate remedies: Mexico (Id.), Peru (In re BPZ Res., 359

S.W.3d at 879), Australia (In re Ensco, supra), Canada (Berg v. AMF, Inc., 29

S.W.3d 212, 217 (Tex. App.—Houston [14th Dist.] 2000, no pet.)), Bangladesh

(Lalila v. Parker Drilling Co., No. 01-07-00281-CV, 2009 WL 618248 (Tex.

App.—Houston [1st Dist.] Mar. 12, 2009, no pet.)), Louisiana (In re Mantle,

supra), Arkansas (Liberty Mut. Ins. Co. v. Transit Mix Concrete & Materials Co,

06-12-00117-CV, 2013 WL 3329026 at *10 (Tex. App.—Texarkana, Oct. 18,

2013, pet. denied)), Florida (Schippers v. Mazak Properties, Inc., 350 S.W.3d 294,


                                          13
298 (Tex. App.—San Antonio 2011, pet denied)), and New Mexico (Sammons &

Berry P.C. v. Nat'l Indem. Co., No. 14-13-00070-CV, 2014 WL 3400713, at *5

(Tex. App.—Houston [14th Dist.] July 10, 2014, no pet.)).

      Kansas has a comparative negligence statute similar to that of Texas. See

K.S.A. § 60-258a (RR Tab 13). Kansas has a two-year tort statute of limitations,

similar to Texas, for personal injuries. K.S.A. § 60-513a(4) (RR Tab 14). Kansas

permits full recovery of economic damages for bodily injury. See P.I.K.4th §

171.02 (RR Tab 15). As a sister state to Texas, Kansas provides similar causes of

action and remedies to its citizenry. Obviously, a Kansas forum will provide an

adequate remedy. See In re Ensco, 311 S.W.3d at 924

             3.     Maintenance of the Claim or Action in Texas Would Work
                    a Substantial Injustice.
      The Real Parties in Interest premise jurisdiction and venue in Fort Bend

County upon the fact that the CVR Defendants operate a joint office in Sugar

Land, Texas. RR Tab 4 at 3. However, the location of this office is the only real

connection with Texas.       As reflected in the Statement of Facts, virtually all

identified witnesses to the accident are residents of Coffeyville, Kansas, or South

Coffeyville, Oklahoma. 6 Common sense indicates that virtually all emergency

responders and healthcare providers are also from Kansas or Oklahoma. Only two

6
   Plaintiffs identified four or five of Relators' employees who allegedly made management
decisions in Texas. These allegations are addressed in Section IV.

                                           14
of the identified witnesses could be compelled to testify by Texas process: one

Sugar Land office worker investigated the incident and an identified expert

witness. See RR Tab 8. The healthcare providers attending to Mr. Collier and

Mr. Neimeyer would all reside in the Kansas and Oklahoma areas.

      Texas Rule of Civil Procedure 176.3(a) states:

      A person may not be required by subpoena to appear or produce
      documents or other things in a county that is more than 150 miles
      from where the person resides or is served.
The Texas Supreme Court has held that “the lack of compulsory process in Texas

for reaching the great majority of witnesses would be substantially unjust.” In re

Ensco, 311 S.W.3d at 921; In re Gen. Elec., 271 S.W.3d at 689. It is undisputed,

and indisputable, that witnesses residing in Kansas and Oklahoma are more than

150 miles from Fort Bend County, Texas. Accordingly, virtually none of the fact

witnesses can be compelled to testify. See Tex. R. Civ. P. 176.3(a). In General

Electric, the Texas Supreme Court emphasized that trial should proceed where the

witnesses and evidence are located:

      . . . [T]he practical problems of trying a personal injury case hundreds
      of miles from the scene of the occurrence, the place where the lay
      witnesses reside, and where most other evidence is located is
      manifest. . . . Reasonable access to witnesses and evidence is a
      fundamental need in regard to any trial . . .




                                        15
In re Gen. Elec., 271 S.W.3d at 691-92. See also In re BPZ Res., 359 S.W.3d at

879; Schippers v. Mazak Props., Inc., 350 S.W. 3d 294, 296 (Tex. App.—San

Antonio 2011, pet. denied).

      In Judge Elliott's decision commentary, he noted that the witnesses of

Kansas could be available to his Court through deposition presentations, video

depositions, telephone testimony and the like.         App Tab 2 at 9:24 - 12:20.

However, the U.S. Supreme Court has long instructed that “to fix the place of trial

at a point where litigants cannot compel personal attendance and may be forced to

try their case on deposition, is to create a condition not satisfactory to court, jury or

most litigants.” See Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 511, 67 S.Ct. 839, 91

L.Ed. 1055 (1947). Moreover, while the availability of such witnesses remains

speculative, trial presentation would certainly be impaired by days of reading

depositions, presenting videotape depositions or telephone testimony.             Video

depositions have been commonly available for at least ten years.                    The

“substantially unjust” determinations of the Texas Supreme Court in Ensco (2010)

and General Electric (2008) were made at a time when video depositions were

established procedures.

      This court may take judicial notice that Coffeyville is approximately 500

miles from Fort Bend County, Texas. Live testimony would require that each




                                           16
witness travel more than 500 miles to testify. Travel and lodging costs would be

prohibitive.

      Section 71.051 does not contain any language placing the burden of proof on

a particular party; instead, section 71.051 simply requires the trial court to consider

the factors, and it must do so to the extent the factors apply. In re Mantle Oil &

Gas, LLC, 426 S.W.3d at 188. To the extent necessary, the trial court must base its

decision on the weight of the evidence, and it is entitled to “take into account the

presence or absence of evidence as to some issue or position of a party.” Id.

      Clearly, the weight of the evidence regarding compulsory witness testimony

favors dismissal in favor of Kansas. In re Gen. Elec. Co., 271 S.W.3d at 689

(“requiring parties to litigate a case . . . in Texas until it becomes clear that it is

‘impossible’ to defend the case due to unavailability of evidence and fact witnesses

because they are beyond the reach of compulsory process is a waste of private and

public resources.”).

      Plaintiffs are not Texas residents.      RR Tab 4 at 1.        The forum non

conveniens doctrine “generally affords substantially less deference to a non

resident's forum choice.” In re Mantle, 426 S.W.3d at 188; In re Pirelli Tire, 247

S.W.3d at 675; In re Omega Protein, Inc., 288 S.W.3d at 21; Quixtar, Inc. v.

Signature Mgmt. Team, LLC, 315 S.W.3d 28, 31 (Tex. 2010). “Dismissal on

forum non conveniens grounds is appropriate where sufficient contacts between

                                          17
the defendant and the forum state exist so as to confer personal jurisdiction, but the

case itself has no significant connection to the forum state.” In re Pirelli Tire, 247

S.W.3d at 675-76. “Allowing the suit to proceed in Texas simply because this

State may provide the most attractive or convenient forum for the plaintiffs, or

because plaintiffs rate Texas as the most advantageous forum as a matter of legal

strategy, is not justified where Texas has no stake in the outcome.” Id. at 682.

             4.    Kansas Can Exercise Jurisdiction Over Properly-Joined
                   Defendant.
      As previously stated, the Relator Defendants are in good standing and

registered to do business in the State of Kansas. RR Tab 8 at Ex. 1, ¶¶ 8-9. As

such, both are amenable to service through their registered agent in Kansas. Id.

Thus, Kansas has jurisdiction over the Plaintiffs, these Relators, and the designated

responsible third party (CRRM). See id. It also has jurisdiction over the vast

majority of fact witnesses. See RR Tab 8 at Ex. 1 at 4-10.

             5.    Balance of Private and Public Interests.

                   (i)    Private Interests of the Parties.

      The pump which failed is estimated to weigh 1,000 pounds and is stored in

Coffeyville, Kansas. RR Tab 8 at Ex. 1, ¶¶ 8-9. Obviously, the site of the accident

and the related piping, machinery and facilities are all located within the

Coffeyville refinery. Jury access to the site of the accident and the equipment

exists in Kansas, not Texas. Thus, the private interests of the parties in the conduct

                                         18
of trial in the jurisdiction where the accident occurred and machinery exists is

beneficial to both the parties and to the proper resolution of the litigation.

                    (ii)    Public Interest of Texas.

      This is an accident which occurred to Kansas residents, employed at a

Kansas place of business, through a Kansas employment relationship, for which

Kansas workers' compensation benefits were provided. See RR Tab 8 at Ex. 1, ¶¶

8-9. Texas has little, if any, relevance to the litigation. “It is fundamentally unfair

to burden the people of Texas with the cost of providing courts to hear cases that

have no significant connection with the State.” In re Mantle Oil & Gas, 426

S.W.3d at 189, 194-195; see also In re Dauajare-Johnson, No. 14–14–00256–CV,

2014 WL 3401094, at *11 (Tex. App.—Houston [14th Dist.] July 10, 2014, orig.

proceeding).

                    (iii)   Public Interest of Kansas.

      In In re Dauajare-Johnson, the Fourteenth Court of Appeals recognized that

"even the possibility that foreign law applies to a dispute is sufficient to warrant

dismissal on forum non conveniens grounds." 2014 WL 3401094 at *11; see also

Vinmar Trade Fin., Ltd., 336 S.W.3d at 679 (holding same); Sammons & Berry,

P.C., 2014 WL 3400713 at * 5 (holding same). As noted in Section III below,

Kansas law applies to this accident.       See Section III.     Because the Plaintiffs

received workers' compensation benefits pursuant to the Kansas Workers'

                                           19
Compensation Act (RR Tab 8 at Ex. 1), there exists the issue of the extent to which

the Kansas workers' compensation immunity provided by K.S.A. 44-501b(d) will

protect parent companies. In Hughes Wood Products, Inc. v. Wagner, the Texas

Supreme Court stated:

       Section 184 of the Restatement provides the standards by which a
       court is to determine immunity from a tort suit when an employee is
       covered by workers' compensation insurance . . . That section
       provides:

             Recovery for tort or wrongful death will not be permitted in any
             state if the defendant is declared immune from such liability by
             the workmen's compensation statute of a state under which the
             defendant is required to provide insurance against the particular
             risk and under which

             (a)   the plaintiff has obtained an award for the injury, or . . . .
18 S.W.3d 202, 205-06 (Tex. 2000) (citing RESTATEMENT (SECOND) OF CONFLICT

OF   LAWS § 184). The issue of whether the stockholders or the equity interest

holders of an employer enjoy identical workers' compensation immunity, and what

the parameters and extent of that immunity might be, are matters of developing

Kansas law. Kansas provides workers’ compensation immunity to independent

contractors, providing work which “is necessarily inherent in and an integral part”

of the statutory employer’s trade or business. Hollingsworth v. Fehrs Equip. Co. of

K.C., 240 Kan. 398, 405, 729 P.2d 1214, 1219 (1986). However, that principle has

received limited examination in the context of a parent-subsidiary relationship.

See Fugit v. United Beechcraft, Inc., 222 Kan. 312, 315, 564 P.2d 521, 524 (1977).

                                          20
Kansas has a keen and abiding interest in allowing its judicial system to address

and determine such issues, and such issues should not be determined by a district

court sitting in Fort Bend County, Texas, as a matter of comity. Coca-Cola Co. v.

Harmar Bottling Co., 218 S.W.3d 671, 680-82 (Tex. 2006) (“On occasion, comity

and choice of law may suggest that a Texas court should dismiss a claim in favor

of a foreign forum under principles of forum non conveniens.”).

III.   KANSAS LAW APPLIES TO THIS ACCIDENT.
       Where a foreign law governs the relief to be afforded by a lawsuit, such a

factor also weighs in favor of dismissal under the doctrine of forum non

conveniens. See Vinmar Trade Fin., Ltd., 336 S.W.3d at 678. As Kansas law

applies to the underlying litigation, this factor also shows the district court abused

its discretion by denying Relators’ motion to dismiss. Id.

       Texas courts follow the "most significant relationship test" set out in the

Second Restatement of the Conflict of Laws to determine the applicable law in tort

cases where the injury occurred outside the state of Texas.         See Zermeno v.

McDonnell Douglas Corp., 246 F. Supp. 2d 646, 655 (S.D. Tex. 2003) (citing

Torrington v. Stutzman, 46 S.W.3d 829, 848 (Tex. 2000)); Gutierrez v. Collins,

583 S.W.2d 312, 318 (Tex. 1979). Section 145 of the Restatement outlines the

factual matters to consider in applying the Section 6 principles to a given case. See

RESTATEMENT (SECOND) CONFLICT           OF    LAWS § 145.      Applying the “most


                                         21
significant relationship test,” the present facts compel the application of Kansas

substantive law to an employment accident for which workers' compensation was

provided. Hughes Wood Products v. Wagner, 18 S.W.3d at 205-06.

      A.    Restatement General Factors.
      Section 6 of the Restatement identifies the general factors relevant to the

choice of law question. As the Court will see, an analysis of these considerations

weighs heavily in support of applying Kansas law:

            (a)   the needs of the interstate and international systems;

            (b)   the relevant policies of the forum;

            (c)   the relevant policies of other interested states and the relative
                  interests of those states in the determination of the particular
                  issue;

            (d)   the protection of the justified expectations;

            (e)   the basic policies underlying the particular field of law;

            (f)   certainty, predictability and uniformity of result; and

            (g)   ease in determination and application of the law to be applied.

See RESTATEMENT (SECOND) CONFLICT OF LAWS § 6.




                                        22
            1.     Needs of the Interstate and International Systems.
      The goal of this initial factor is to harmonize relations between the states and

to facilitate commercial activities between them. See Sacks v. Four Seasons Hotel,

Ltd., No. 5:04CV73, 2006 WL 783441 at *17 (E.D. Tex. Mar. 24, 2006). Statutory

workers' compensation immunity is the most significant difference between the

Kansas and Texas laws relevant to this case. Unlike Texas law, Kansas does not

allow plaintiffs to circumvent the workers' compensation immunity by allegations

of gross negligence. K.S.A. § 44-501b(d); see also Duncan v. Perry Packing Co.,

162 Kan. 79, 174 P.2d 78 (1946).

            2.     Relevant Policies of the Forum.
      Texas is the site of the joint headquarters of CVR Energy, Inc. and CVR

Refining, LP, which possess an indirect equity interest in Plaintiffs' employer,

CRRM. See RR Tab 8 at Ex. 1; RR Tab 9 at Ex. 2. With that lone exception,

Texas has no recognizable interest in protecting Kansas citizens from Kansas

injuries occurring in Kansas by a company doing business in Kansas. See In re

Mantle Oil & Gas, 426 S.W.3d at 189, 194-195. The fire at issue occurred on the

premises of Coffeyville Resources Refining & Marketing, LLC's refinery, located

in Coffeyville, Kansas. See RR Tab 4 at 3. This Kansas fire harmed Kansas

residents who were full-time employees of their Kansas-based employer. Id. For

their injuries, the Kansas residents received Kansas workers' compensation. RR


                                         23
Tab 8 at Ex. 1. Texas has no real interest in the litigation. See In re Mantle Oil &

Gas, 426 S.W.3d at 189, 194-195.

                3.    Relevant Policies and Interests of Other Interested States.
          The relevant policies of Kansas impact this litigation.      Kansas is the

residential state of Donald R. Collier and the state in which Dale A. Niemeyer is

employed.       RR Tab 4 at 1-3.       Kansas is the state where the employment

relationship between Mr. Collier, Mr. Niemeyer and Coffeyville Resources

Refining & Marketing, LLC ("CRRM") exists. See id. Kansas is the state where

the accident occurred.        Id.   Kansas law governed the payment of workers'

compensation benefits to Mr. Collier and Mr. Niemeyer and governs the

subrogation rights of CRRM and its insurer. RR Tab 8 at Ex. 1. Again, Texas has

no real interest in this matter. See In re Mantle Oil & Gas, 426 S.W.3d at 189,

194-195.

                4.    Protection of Justified Expectations.
          According to comment (g) on Subsection 2 of Section 6 of the Restatement,

the protection of justified expectations is least appropriate in negligence cases.

Restatement (Second) Conflict of Laws § 6, cmt. (g). Specifically, comment (g)

states:

          There are occasions, particularly on the area of negligence, when the
          parties act without giving thought to the legal consequences of their
          conduct or to the law that may be applied. In such situations, the
          parties have no justified expectations to protect, and this factor can

                                           24
      play no part in the decision of a choice-of-law question. (Emphasis
      added.)
Id.   Moreover, there is no evidence that the real parties’ “justified

expectation” was that Texas law would apply to any injuries resulting from

their Kansas employment with CRRM.

             5.    Basic Policies Underlying the Particular Field of Law.

      The workers' compensation policies of Texas have no relationship to the

instant litigation. Here, Kansas workers' compensation benefits were provided to

Kansas workers injured in Kansas. RR Tab 8 at Ex. 1. Kansas, not Texas, has the

immediate interest to insure that its public policies are correctly implemented to

regulate its employers and its employees.

             6.    Certainty, Predictability, and Uniformity of Result.
      The principles of certainty, predictability and uniformity of result would be

furthered by application of Kansas law to this Kansas accident. Plaintiffs received

the statutory benefits available to them through the workers' compensation law of

Kansas. See RR Tab 8 at Ex. 1. Utilization of the statutory workers' compensation

immunity of the state in which the accident occurred is required to obtain a certain,

predictable and uniform result.     Hughes Wood Products, Inc. v. Wagner, 18

S.W.3d at 205-206.




                                         25
            7.     Ease in Determination and Application of the Law to be
                   Applied.
      The application of Kansas law to this case is best accomplished by a Kansas

Court. Indeed, as courts recognize that “[e]ven the possibility that foreign law

applies to a dispute is sufficient to warrant dismissal on forum non conveniens

grounds,” the evidence establishes that the trial court abused its discretion in

denying the relators’ motion to dismiss.      In re Dauajare-Johnson, 2014 WL

3401094 at *11; Vinmar, 336 S.W.3d at 679.

      B.    Restatement Specific Factors.
      While Section 6 of the Restatement “sets out the general principles by which

the more specific rules are to be applied,” Section 145 of the Restatement provides

the more specific criteria applicable to a tort case. Gutierrez, 583 S.W.2d at 318-

19. Section 145 emphasizes the following four factors:

            (a)    the place where the injury occurred,

            (b)    the place where the conduct causing the injury occurred,

            (c)    the domicil[e], residence, nationality, place of incorporation and
                   place of business of the parties, and

            (d)    the place where the relationship, if any, between the parties is
                   centered.

Id. at 319 (quoting RESTATEMENT (SECOND) CONFLICTS OF LAW § 145).) See also,

Transit Mix Concrete & Materials Co., 2013 WL 3329026 at *5.



                                        26
      “In an action for a personal injury, the local law of the state where the injury

occurred determines the rights and liabilities of the parties . . .”      Transit Mix

Concrete & Materials Co., 2013 WL 3329026 at *6. Here, the injuries occurred in

Kansas. RR Tab 4 at 3; RR Tab 7 at Ex. 1. The pump seal leak occurred in

Kansas. Id. The fire occurred in Kansas. Id. The conduct associated with the

pump seal leak and fire occurred in Kansas. Id. The domicile, residence, and

place of business of the parties is in Kansas. Id. The employment relationship

between Mr. Collier, Mr. Niemeyer and their employer exists in Kansas.               Id.

Moreover, virtually all witnesses to the accident reside in Kansas. RR Tab 10 at

Ex. 1. How could the law of any other forum apply?

      C.     The Fact that Kansas Law is Different is Irrelevant.
      Plaintiffs are likely to argue that the law of Kansas is different in many

respects. However, the fact “that the substantive law of the alternative forum may

be less favorable to the plaintiff is entitled to little, if any, weight” in a choice of

law or a forum non conveniens decision. In re Mantle Oil & Gas, LLC, 426

S.W.3d at 189 (Louisiana was an adequate alternative forum, despite the fact that

plaintiff's claims would be barred under the Louisiana statute of limitations and

punitive damages were not recoverable in Louisiana.); see also, In re Pirelli Tire,

LLC, 247 S.W.3d at 678.




                                          27
         In Sammons & Berry, P.C. v. Nat'l Indemnity Co., No. 14-13-00070-CV,

2014 WL 3400713 at * 5 (Tex. App.—Houston [14th Dist.] July 10, 2014, no pet.),

the Court stated:

         [t]hat the substantive law of an alternative forum may be less
         favorable to the plaintiff is entitled to little, if any, weight.” In re
         Pirelli Tire, L.L.C., 247 S.W.3d at 678. Forum non conveniens
         requires an available remedy in the alternative forum, but does not
         require the same cause of action or equivalent relief be available. In re
         Gen. Elec. Co., 271 S.W.3d at 687; In re Pirelli Tire, L.L.C., 247
         S.W.3d at 678 (holding Mexico was adequate forum even though it
         may not afford cause of action for strict liability, or provide for
         “American–Style” discovery or right to jury); Berg v. AMF, Inc., 29
         S.W.3d 212, 216–17 (Tex. App.—Houston [14th Dist.] 2000, no pet.)
         (holding Canada was adequate forum although it “does not recognize
         strict liability causes of action, has monetary limits on non-economic
         damages, and only allows for recovery of punitive damages upon a
         showing of intentional conduct”); Gomez de Hernandez v.
         Bridgestone/Firestone North Am. Tire, L.L.C., 204 S.W .3d 473, 483
         (Tex. App.—Corpus Christi 2006, pet. denied) (“The primary
         consideration is whether the alternate forum entitles appellants to a
         remedy for their losses, even if the compensation available under the
         remedy is less than what may be recovered in a Texas court.”).
Here, the evidence established that Kansas law should be applied by a Kansas

court.

IV.      PLAINTIFFS' ARGUMENT THAT DEFENDANTS' NEGLIGENCE
         OCCURRED IN TEXAS DOES NOT OVERCOME THE SECTION
         71.051 FACTORS.
         Here, the Plaintiffs' Original Petition does not identify any specific acts of

negligence associated with the Relators. The closest identification of alleged

negligence is the allegation that Relators “committed acts of omission and


                                            28
commission which collectively and severally constitute negligence” at paragraph

19 of the Petition. RR Tab 4 at 4. Plaintiffs further allege those “acts of omission

and commission” rose “to the level of gross negligence/malice” (RR Tab 4 at 4)

and, such negligence occurred in the performances of a Management Services

Agreement between the Relators and CRRM.             RR Tab 10 at 1.       No further

specification is provided.

      Plaintiffs are presently without a specific theory of negligence against the

Relators. See RR Tab 4, 10. Plaintiffs clearly hope to develop a theory that

Relators' corporate decisions somehow affected the pump seal leak, and the Texas

law of gross negligence will allow them to circumvent the Kansas workers'

compensation immunity. See RR Tab 10. However, even these theories are

insufficient to avoid a dismissal on a forum non conveniens basis.             Similar

arguments were presented and rejected in In re BPZ Resources, Inc., 359 S.W.3d

866, 870-80 (Tex. App.—Houston [14 Dist.] 2012, orig. proceeding):

      Though the relators are Texas corporations who made allegedly
      negligent decisions that allegedly led to the explosion on the Supe,
      consideration of all the Lauritzen - Rhodits factors, we conclude as a
      matter of law, that Peruvian law applies to the real parties’ claims. . . .

      We presume, without deciding, that the relators made decisions in
      Houston that were a legal cause of the explosion when they allegedly
      ordered production on the platform to be “ramped up” to quickly
      generate needed cash, even though they allegedly knew that the
      operations involved dangerous procedures, insufficient equipment,
      and unseaworthy vessels. Under this presumption, the real parties’
      injuries would have resulted in part from acts or omissions that
                                          29
      occurred in Texas. Nonetheless, these alleged acts and omissions in
      Texas would be a more remote cause of the real parties' injuries than
      the alleged acts or omissions in Peru of Paolillo, the crew of the Supe,
      and BPZ Peru. . . .

      We conclude that the balance of the parties' private interests and the
      public interest of the state predominate in favor of this action being
      brought in a Peruvian court. [Citations omitted.]
Similar arguments received similar results in In re Mantle Oil & Gas, LLC, 426

S.W.3d 182, 195 (Tex. App.—Houston [1st Dist.] 2012, orig. proceeding), where

the plaintiffs contended that:

      . . . because Mantle Oil is a Texas limited liability company and made
      decisions regarding the operation of the well from its Texas
      headquarters, Texas courts and juries have a "significant interest in
      how [it] operates as a business. Essentially, the Alcee plaintiffs
      claim that Mantle Oil negligently operated the Well from its
      Texas headquarters which caused the blowout, and, therefore,
      because the acts in Texas caused their damages, Texas has a local
      interest in adjudicating this dispute. . . .”
(Emphasis supplied). The Mantle court rejected these arguments holding that the

plaintiffs were not Texas residents and Texas generally afforded “less deference to

a non resident's forum choice.” In re Mantle, 426 S.W.3d at 188. The court

further stated:

      . . . it is undisputed that the Alcee plaintiffs are Louisiana residents,
      that the blowout occurred in Louisiana, and that any alleged personal
      injuries and property damage occurred in Louisiana. Louisiana has a
      substantial interest in making sure that its citizens and their property
      are not harmed by oil and gas operations within its borders.




                                         30
Id. at 195.   After noting that the witnesses and evidence were primarily in

Louisiana and that compulsory process was unavailable to compel witness

testimony in Texas, the court concluded:


         It is fundamentally unfair to burden the people of Texas with
         the cost of providing courts to hear cases that have no
         significant connection with the state.

Id. at 189. Thus, arguments that the decisions of companies headquartered in

Texas caused or contributed to accidents in the out-of-state operations of affiliates

or subsidiaries have been rejected by the First and the Fourteenth Courts of

Appeals. In such cases, the courts of appeals dismissed the litigation upon the

forum non conveniens analysis statutorily enacted by Section 71.051 of the Texas

Civil Practice & Remedies Code reflecting the fundamental:


         (1) need for reasonable access to out-of-state witnesses and
         evidence,

         (2) ease of having the out-of-state law administered by the
         courts of that state, and

         (3) burden which trial would place upon the people of Texas
         for issues not significant to Texas.

See In re BPZ Resources, Inc., 359 S.W.3d at 870-80; see also In re Mantle, 426

S.W.3d at 188, 189




                                         31
V.    CONCLUSION & PRAYER.
      The rulings of the Texas Supreme Court and the First and Fourteenth Courts

of Appeals present clear decisions on similar forum non conveniens issues. Those

decisions provide unmistakable binding guidance to the district court, which

guidance the district court ignored. Where Kansas residents were injured in a

Kansas accident performing work for their Kansas employer, the case should be

tried in Kansas under Kansas law. Kansas is the state of compulsory service;

Texas is not. Texas has little or no interest in the matter and Texas courts and

jurors should not be burdened with administering and resolving the litigation. The

cause of action should have been dismissed in favor of Kansas litigation pursuant

to Section 71.051(b) of the Texas Civil Practice and Remedies Code.

      WHEREFORE, the Relators pray that this Court issue a Writ of Mandamus

requiring the 268th Judicial District Court of Fort Bend County, Texas to vacate its

order denying Relators’ motion to dismiss and to order the dismissal of the

underlying action pursuant to Section 71.051(b) of the Texas Civil Practice and

Remedies Code.




                                        32
                                    Respectfully submitted,

                                    MARTIN, DISIERE, JEFFERSON &
                                     WISDOM, L.L.P.

                                    By: /s/ Philip D. Sharp
                                        Phillip D. Sharp
                                        Texas State Bar No. 18118680
                                    808 Travis, 20th Floor
                                    Houston, TX 77002
                                    Telephone: (713) 632-1700
                                    Facsimile: (713) 222-0101
                                    Email: sharp@mdjwlaw.com


                                    SMITHYMAN & ZAKOURA, CHARTERED

                                    By: /s/ Lee M. Smithyman
                                        Lee M. Smithyman
                                        KS Supreme Court #09391
                                    750 Commerce Plaza II
                                    7400 West 110th Street
                                    Overland Park, KS 66210-2362
                                    Telephone: (913) 661-9800
                                    Facsimile: (913) 661-9863
                                    Email: lee@smizak-law.com
                                    Application for pro hac admission pending

                                    ATTORNEYS FOR RELATORS

                              CERTIFICATION
      The undersigned has reviewed the petition and concluded that every factual
statement in the petition is supported by evidence included in the appendix.


                                  /s/ Philip D. Sharp
                                  Philip D. Sharp



                                      33
                     CERTIFICATE OF COMPLIANCE
     This is to certify that this computer-generated Petition for Writ of
Mandamus contains 7,453 words and complies with rule 9.4 of the Texas Rules of
Appellate Procedure.


                                  /s/ Philip D. Sharp
                                  Philip D. Sharp
                                  Dated: August 21, 2015


                        CERTIFICATE OF SERVICE
      I hereby certify that on this 21th day of August, 2015, a true and correct
copy of the Petition for Writ of Mandamus and Relator’s Record were sent by the
method indicated to the following individuals:

      Gary M. Riebschlager    Via Email gary@riebschlagerlaw.com
      THE RIEBSCHLAGER LAW FIRM
      801 Congress, Suite 250
      Houston, TX 77002

      Richard L. Tate          Via Email: rltate@tate-law.com
      Kristin Reis             Via Email: kreis@tate-law.com
      TATE, MOERER & KING, LLP
      206 South Second Street
      Richmond, TX 77469


                                  /s/ Philip D. Sharp
                                  Philip D. Sharp




                                      34
APPENDIX & RELATOR’S RECORD
          INDEX TO APPENDIX & RELATOR’S RECORD
Tab 1    Affidavit of P. Sharp
Tab 2    Transcript of August 7, 2015 Motion to Dismiss Hearing
         with Ruling Denying Motion To Dismiss
Tab 3    Docket Sheet
Tab 4    Original Petition
Tab 5    Original Answer
Tab 6    Defendants’ Motion To Dismiss
Tab 7    Memorandum in Support of Defendants’ Motion To Dismiss
Tab 8    Supplemental Memorandum in Support of Defendants’
         Motion To Dismiss
Tab 9    Plaintiffs’ Response To Motion To Dismiss
Tab 10   Plaintiffs’ Supplemental Petition
Tab 11   Services Agreement
Tab 12   Tex. Civ. Prac. & Rem. Code § 71.051
Tab 13   KSA 60-258a
Tab 14   KSA 60-513
Tab 15   Kansas Pattern Jury Instructions – 171.02
Tab 1
                        AFFIDAVIT OF PHILLIP SHARP

STATE OF TEXAS                   §
                                 §
COUNTY OF HARRIS                 §

       BEFORE ME, the undersigned authority, on this day personally appeared Phillip
Sharp, being by me duly sworn upon his oath, and he deposed and stated as follows:

1.    My name is Phillip Sharp. I am a resident of Harris County, Texas. I am over 21
      years of age and have never been convicted of a felony or a crime involving moral
      turpitude, nor have I ever been adjudged incompetent.

2.    I am duly competent and qualified in all respects to make this affidavit and
      everything stated within this affidavit is true and within my personal knowledge.

3.    I represent Relators/Defendants, CVR Energy, Inc. and CVR Refining, LP
      (collectively "CVR"), in this mandamus proceeding, which arises out of the trial
      court cause no. 2015-DCV-220330 in the 268th District Court of Fort Bend
      County, Texas (the "Underlying Proceeding"). I also represent CVR in the
      Underlying Litigation.

4.    I have personal knowledge from my representation of the Relators that the
      following items in the Relators' Record are true and correct copies of the original
      documents material to the Relators' claims and that were filed in the Underlying
      Proceeding:

            Tab 2: Transcript of August 7, 2015 Motion to Dismiss Hearing with
                   Ruling Denying Motion To Dismiss;
            Tab 3: Docket Sheet;
            Tab 4: Original Petition;
            Tab 5: Original Answer;
            Tab 6: Defendants' Motion To Dismiss;
            Tab 7: Memorandum in Support of Defendants' Motion To Dismiss;
            Tab 8: Supplemental Memorandum in Support of Defendants' Motion To
                   Dismiss;
            Tab 9: Plaintiffs' Response To Motion To Dismiss;
            Tab I O:Plaintiffs' Supplemental Petition.

      I also have personal knowledge from my representation of the Relators that Tab
      II: "Services Agreement" is a true and correct copy of an agreement between
      CVR Refining, L.P., CVR Refining GP, LLC, and CVR Energy, Inc., which is
         referenced in the Plaintiffs' Supplemental Petition filed in the Underlying
         Proceeding, but which was not filed in the Underlying Proceeding itself.

5.       I am authorized by the Relators to make this affidavit. I have read this affidavit
         and it is true and correct. All matters st       therein are within my personal
         knowledge and are true and correct.




SWORN TO AND SUBSCRIBED BEFORE ME on this 20th day of August, 2015.


     ~~~~~~~~~~-~~~

               KATHERINE M BOCCO                    Printed Name: 'Rtitben.M OJ. f>oce..o
                NOTARY PUBLIC, STATE OF TEXAa
                   MY COMMISSION EXI'IRES
                                                    Notary Public in and for the State of Texas.
     •               FEB. 19, 2017              ·   My commission expires: z-/Cf -2-l) 11
Tab2
                                                                  1




 1                        REPORTER'S RECORD
                   VOLUME   1   OF   1   VOLUME(S)
 2              COURT OF APPEALS NO.
 3               TRIAL COURT CAUSE NO. 15-DCV-220330
 4   DONALD R. COLLIER,            )   IN THE DISTRICT COURT OF
     JENNIFER J. COLLIER,          )
 5   DALE A. NIEMEYER, AND         )
     WENDY NIEMEYER                )
 6                                 )
     vs.                           )   FORT BEND COUNTY, T E X A S
 7                                 )
     CVR ENERGY, INC. AND          )
 8   CVR REFINING, L.P.            )   268TH JUDICIAL DISTRICT
 9
10
11
                      MOTION TO DISMISS HEARING
12
13
14
15         On the 7th day of August, 2015, the following
16   proceedings came on to be held in the above-titled and
17   numbered cause before the Honorable Brady G. Elliott,
18   Judge Presiding, held in Richmond, Fort Bend County,
19   Texas.
20         Proceedings reported by Certified Shorthand Reporter
21   and Machine Shorthand/Computer-Aided Transcription.
22
23
24
25

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                      2




 1                    A P P E A R A N C E S
 2
     COUNSEL FOR THE PLAINTIFFS:
 3
         Richard Tate
 4       Texas State Bar No. 19664460
         E-mail: rltate@tate-law.com
 5       Tate, Moerer & King, LLP
         206 South Second Street
 6       Richmond, Texas 77469
         Telephone: {281) 341-0077
 7
          David Medina
 8        Texas State Bar No. 00000088
          5300 Memorial Drive, Suite 890
 9        Houston, Texas 77007
          Telephone: {713) 653-3147
10
11   COUNSEL FOR THE DEFENDANTS:
12        Lee Smithyman
          Kansas Supreme Court No. 09391
13        E-mail: lee@smizak-law.com
          Smithyman & Zakoura, Chartered
14        750 Commerce Plaza II
          7400 West 110th Street
15        Overland Park, Kansas 66210
          Telephone: {913) 661-9800
16
17
18
19
20
21
22
23
24
25

                Mary Nancy Capetillo, CSR, RPR, CRR
                                                                                                       3




 1                                            VOLUME 1
 2                                    REPORTER'S RECORD
 3   August 7, 2015
 4                                                                                       PAGE VOL.

 5   Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4   1
 6   Ruling of the Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33            1

 7   Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33    1

 8   Reporter's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . 34               1

 9

10
11

12
13
14
15

16
17
18
19
20

21
22
23

24
25

                        Mary Nancy Capetillo, CSR, RPR, CRR
                                                                        4
                                                Reporter's Record
                                                  August 7, 2015



 1                      P R 0 C E E D I N G S
 2                   THE COURT:   Collier, et al. versus CVR

 3   Energy.   Let's start off with the proposition that I

 4   have read your pleadings relating to the motion to

 5   dismiss and the response thereto.     So, make your points.

 6                   MR. SMITHYMAN:   Your Honor,   I am Lee

 7   Smithyman.    I am counsel for the defendants -- the CVR

 8   defendants in this case.

 9                   As you know from reading those pleadings,

10   this is a case on behalf of a Mr. Collier and a

11   Mr. Niemeyer.    One is a resident of Coffeyville, Kansas;

12   the other of Coffeyville, Oklahoma, same town,         just over

13   the line; and it relates to an accident that occurred in

14   their -- while they were employed at Coffeyville

15   Resources Marketing -- Refining & Marketing,      a

16   subsidiary of the CVR defendants that are here in Sugar

17   Land.

18                   It occurred because of a leak in a pump --

19   a rotating pump which created a vapor cloud which caused

20   a fire and caused the injuries to these men.          It was a

21   workers' compensation injury during employment, and

22   workers' compensation benefits were provided by

23   Coffeyville Resources.

24                   Coffeyville Resources is essentially --
25   it's a statutory employer; and it is a subsidiary of CVR

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   5
                                               Reporter's Record
                                                 August 7, 2015



 1   Energy, which is here in Sugar Land; and it is
 2   two-thirds owned by CVR Refining, which is another
 3   limited liability -- actually a general partnership, but
 4   it is -- pardon me -- a limited partnership.     The
 5   general partner is here also in Sugar Land.     So it's
 6   quite down the food chain, if you will.
 7                   A lawsuit has been filed here, and you --
 8   if you have looked at the petition -- and the petition
 9   is also shown as an exhibit to what was provided to
10   you -- the only allegation, negligence, occurs at
11   paragraph 19 of that which simply says that the accident
12   in Kansas occurred because of, quote, omissions and
13   commissions by the -- by CVR in the Sugar Land area.
14                   So, essentially, that is the lawsuit; and
15   the issue before you is:    Why would we burden your
16   judicial resources and 12 jurors here in Texas over an
17   accident that occurred in Kansas to Kansas residents
18   while in a Kansas employment relationship for a
19   Kansas-resident refinery?    Why would we do that, take
20   care of that?
21                   We filed a motion under Texas statute
22   71.051 for -- and asking you to dismiss for forum
23   non conveniens purposes because this is not a convenient
24   forum.   There's a five-step test that is provided by
25   that statute, as you know from reading the pleadings;

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   6

                                               Reporter's Record
                                                 August 7, 2015



 1   and the first one is:     Does an alternate forum exist
 2   where the claim can be tried?
 3                 And, essentially, that answer is, yes;
 4   because these two defendants are registered to do
 5   business in Kansas, doing business in Kansas, subject to
 6   process in Kansas; and anything that can be done in
 7   Texas can be done in Kansas as we go with that.
 8                 Does it have an adequate remedy?
 9                 Of course, it does.     It's a sister state.
10   And as the Texas Supreme Court has said in In Re: ENSCO
11   and as the Fourteenth panel has stated in Sammons and
12   Sammons versus National Indemnity, the fact that the
13   remedy is not exactly the same doesn't matter.       It's a
14   reasonable remedy.   It should go forward.
15                 The third question is:     Would the
16   maintenance of a claim or an action in Texas work a
17   substantial injustice to the parties?     This works
18   hand-in-glove with another issue which is the
19   public-interest factor.     That's sort of the gulf factors
20   here.
21                 We've provided a Rule 194 disclosure of
22   those witnesses that are available for this.     There's 25
23   Kansas-resident witnesses, none of which are subject to
24   your -- to compulsory process from your court here
25   because you -- we can subpoena for a 150-mile area and

                Mary Nancy Capetillo, CSR, RPR, CRR
                                                                  7
                                              Reporter's Record
                                                August 7, 2015



 1   so on.    They're living and residing in different states.
 2   So we have 25 resident witnesses not available to this
 3   Court.
 4                   We have three identified Missouri and
 5   Oklahoma witnesses.    We have all of the physicians of
 6   the health care personnel, the EMTs, the police.     All
 7   that were witnesses to this accident or aspects to this
 8   accident are in Kansas or Missouri, one or -- maybe a
 9   health care or two provider in Oklahoma; but they are
10   all -- they all have one characteristic.    They're not
11   subject to process by this Court.    That makes this very
12   inconvenient.
13                   The Texas Supreme Court in In Re: ENSCO,
14   which was the first forum non conveniens decision to
15   really -- to sort of set the standard on the statute --
16   for non conveniens statute, said:    Lack of compulsory
17   process in Texas is fundamentally unjust.    They said
18   that in In Re: ENSCO when they upheld that case.     They
19   also -- the Fourteenth Texas Court of Appeals said the
20   same thing in In Re: BPZ.    We'll talk about it in a
21   minute.    And the First District Court of Appeals in
22   Texas in In Re: Mantle reiterated that point.
23                   We have established through that affidavit
24   and through our discovery on this that all of the
25   witnesses to the accident logically are in Kansas,

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                       8
                                                Reporter's Record
                                                  August 7, 2015



 1   Missouri, or Oklahoma.      They're not here.

 2                  You then have to determine the balance of

 3   the private interest of the parties and the public

 4   interest of Texas.     I've talked about the public

 5   interest of Texas,   the unfair burden to the judiciary

 6   and to the citizens.     In Re: Mantle talks about that; so
 7   does In Re: BPZ; so does ENSCO.

 8                  One of the issues that's important in a

 9   forum non conveniens determination is:      What is the law

10   that will be applied?    And many of the cases that were

11   cited to you here address that issue.      And the reason is

12   it's inconvenient to the parties and to the Court to

13   apply the law of a different jurisdiction if it's

14   unnecessary.

15                  THE COURT:     Counsel, that reminds me of a

16   case I had over 20 years ago in which I interpreted the

17   Koran as it applied to the nation of Afghanistan, which

18   at that point in time was divided between two entities;

19   and the civil law of Russia applied to administering.         I

20   didn't have any trouble interpreting those laws.          I

21   think I can interpret Kansas laws.
22                  MR. SMITHYMAN:     Well, Your Honor --
23                  THE COURT:     Oh, by the way,   it also
24   included the law of Louisiana.      That was probably the
25   toughest to apply.     But that's aside.

                Mary Nancy Capetillo, CSR, RPR, CRR
                                                                  9
                                              Reporter's Record
                                                August 7, 2015



 1                  MR. SMITHYMAN:   I can assure you, Judge,
 2   that the law -- if you can handle that, you can probably
 3   handle Kansas law; and I concede that point; but it
 4   be that as it may, Kansas has -- essentially is the
 5   place where the injury occurred.    It's where the conduct
 6   causing the injury occurred.    It's the domicile of the
 7   plaintiffs, the domicile of the employer.    It's where
 8   everyone is.   We have essentially no argument.
 9                  THE COURT:   I don't want to make the
10   argument for the Defense; but as I'm reading your
11   pleadings, questions come to mind regarding these
12   various factors.   And as you pointed out in your
13   argument, there are at least three states that you've
14   named that various parties, witnesses, and so forth are
15   involved in; but that's not uncommon.
16                  I think one of the telling points to me
17   or one of the points that really flared up was one of
18   the examinations that you cited of the particular
19   tool/device/whatsoever that is the nexus of the cause of
20   the explosion was sent to Missouri to be examined by an
21   expert.   So we've already involved at least three states
22   in this litigation that are not related to Texas but are
23   not related any more to Kansas than Texas is.
24                  Why should I think that the location of
25   the various witnesses and parties over three states

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   10
                                                  Reporter's Record
                                                    August 7, 2015


 1   should be a critical factor in the determination I'm
 2   going to make here?
 3                    MR. SMITHYMAN:     Because they're not
 4   subject to compulsory process here, and your Supreme
 5   Court has said that the lack of compulsory process in
 6   Texas is fundamentally unjust and --
 7                    THE COURT:   Unfortunately, we live in the
 8   year of 2015; and video examination is readily at hand
 9   and constantly done.     In fact,    I did it in a med-mal
10   case not too long where the physician was in Tennessee.
11   So the fact that the witnesses can't be here in person
12   doesn't mean they're not available.        Now I may not be
13   able to order them to be available; but as I've just
14   found from a course I took this -- early part of this
15   week,    judges in different states are now talking to each
16   other.
17                    MR. SMITHYMAN:     Your Honor, I don't
18   disagree that ultimately videos would be used; but if
19   you've ever sat through three days of videos of various
20   people and looked at the glazed eyes of jurors, you know
21   that it is not a fundamentally good way to present
22   evidence to --
23                    THE COURT:   I will not argue that point
24   with you at all, Counsel; but that's the life we live in
25   right now.    And, yes, it doesn't take but about ten

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                    11
                                                Reporter's Record
                                                  August 7, 2015



 1   minutes for a video deposition to put every juror
 2   asleep, including the judge of the court, which y'all
 3   have witnessed many times; but that's the world we live
 4   in.     I'll also point out places of refinery explosion;
 5   and we're 50 miles from the largest concentration of
 6   refineries in the United States, if not the world.       So
 7   experts and those who can testify are resulting -- are
 8   certainly within the jurisdiction of this court.       And I
 9   guess those are the kind of questions that started
10   popping up as it related to your argument and these
11   decisions the Supreme Court of the State of Texas made
12   years ago, not that many years ago; but it all plays
13   into my making a decision.
14                    I'd like you to respond to the fact that
15   technology has changed a lot about how we try cases.
16                    MR. SMITHYMAN:   Well, Your Honor, I will
17   tell you that videotaped depositions have been here for
18   ten years.     I've been certainly doing it for ten years.
19   And every case that I have given to you has been decided
20   since 2010.     In Re: ENSCO is 2010.   The Mantle case is
21   2012.
22                    THE COURT:   I'll point out to you,
23   Counsel, that, in fact, I have had live testimony from
24   people that are outside of this area by whatever the
25   devices are that seem to have worked very well; and

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                     12
                                               Reporter's Record
                                                 August 7, 2015



 1   technology is in Kansas just as well as it is here.        So

 2   I'm not lessening the impact of what you're saying.        I'm

 3   just saying that in the world we live here today, in
 4   2015, there are ways to present the case that is just as

 5   effective as it would be in Kansas as here.
 6                  The witnesses may be in an office in

 7   Kansas -- city of Kansas or wherever it may be, but

 8   they'll be live in their testimony here.     We're doing
 9   that consistently and more frequently than I'd like to

10   think -- my gray hair never imagined -- but that seems
11   to put us in a different light than those cases do.        So

12   I want you to focus in on specifically that technology

13   available, what it is that I can't do here that a Kansas

14   courtroom would be able to do.
15                  MR. SMITHYMAN:    You can't have the live
16   witnesses.   You will have videos, you know,    for days on

17   end.    That is perhaps the biggest, but the issue of
18   convenience of this forum goes to issues of whether this
19   is appropriate here or more appropriately handled in

20   Kansas; and the interesting --

21                   THE COURT:   Let me interrupt you.   We're
22   not going to be trying the Kansas workmen's comp case
23   here.    May I presume that's correct?
24                   MR. SMITHYMAN:   No.   Actually you may

25   have -- there may be legal defenses that are associated

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   13
                                                 Reporter's Record
                                                   August 7, 2015



 1   with the Kansas workers' compensation benefits.
 2                    THE COURT:   I will give you that there are
 3   some preemptive laws that apply in almost every state
 4   that has workers' comp laws that would preempt the
 5   ability of this Court to address the workers' comp
 6   issues and the other issues that are going to be -- I
 7   presume to be presented.      Now I will give you that, but
 8   refresh my memory.     It's been a long time since I saw
 9   Kansas law.     Is there -- is there an overriding
10   preemptive provision in Kansas law that basically shuts
11   down all other tort actions?
12                   MR. SMITHYMAN:    Yes.   Yes.   And that
13   statute -- and it is entirely different from Texas.
14   Because in Texas one can circumvent the workers'
15   compensation immunity by alleging gross negligence and
16   establishing gross negligence.      In Kansas that cannot be
17   done.   That's one major, major difference here.
18                    The second major difference is the
19   subrogation rights and how they -- they particularly
20   work in terms of what an employer's -- or his insurer's
21   subrogation rights are in that situation.        Those are
22   different areas as well.      There are -- there are --
23   there are a number of procedural differences in Kansas,
24   as you would imagine; but those are the -- those are the
25   most important ones, and certainly the issue of what is

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                    14
                                                 Reporter's Record
                                                   August 7, 2015



 1   the -- what is the responsibility of a parent, because
 2   it's nothing more than a stockholder or an equity holder
 3   in a subsidiary.     And corporations are formed in order
 4   to shield liability and stop it.       And so the issue then
 5   becomes:     What is the situation in that?
 6                    And that is something that will be
 7   addressed very thoroughly with you, and that is an issue
 8   that is going to be different in Kansas than it is in
 9   Texas.     And, frankly,   I think that it would be difficult
10   for you to look at all those issues in Kansas and be
11   making decisions on a Kansas issue that is not really as
12   fully developed, candidly, in Kansas it is here in
13   Texas.
14                    And if it should be developed, who should
15   develop it for Kansas?        A Kansas court and go through
16   the Kansas courts of appeals.       Why should we have a
17   Texas judge deciding that kind of an issue going through
18   the Texas courts of appeals as to what Kansas law would
19   be?   That to me -- that is -- that is why, Your Honor,
20   when you go through those cases that the choice of law
21   and what law will be applied is always sort of in the
22   background and sometimes at the forefront talking about
23   those issues; and that's why, if that law is to be
24   applied, it's very strong.        Your Honor --
25                    THE COURT:     So it's not uncommon that we

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                  15
                                               Reporter's Record
                                                 August 7, 2015



 1   apply other states' laws to cases that arise in Texas,
 2   even Louisiana.
 3                  MR. SMITHYMAN:    Even Louisiana.   Even
 4   Louisiana, but you know Louisiana --
 5                   THE COURT:   Back in the day when I went to
 6   law school, Louisiana was still heavily into the
 7   Napoleonic Code.
 8                  MR. SMITHYMAN:    And I am actually aware of
 9   that; and, Your Honor, one of the most important cases
10   that governs this is a Louisiana case.     It was In Re:
11   Mantle Oil & Gas, which is cited for you; and there's
12   two really important cases that were in the brief I
13   filed on Tuesday, I want to say; and it's in the back
14   section, the last two pages.     One is In Re: Mantle.     The
15   other is In Re: BPZ Resources.
16                   In Re: Mantle had Louisiana plaintiffs
17   that sued over an oil well blow-out that injured them in
18   Louisiana.    The interesting thing is that -- and the --
19   in that case there was a Texas employer, and they sued
20   here; and because that accident occurred in Louisiana
21   and you had Louisiana plaintiffs, it was kicked back to
22   Louisiana even though it was Louisiana law; and we all
23   know that that is the one state in the nation with --
24   that everything is different.
25                   But, Your Honor, if you look at, like --

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                 16
                                               Reporter's Record
                                                 August 7, 2015



 1   let me give you four cases here that I think, more than
 2   any other, give you the strength of this -- these
 3   concepts -- the vigor with which the Supreme Court and
 4   the courts of appeals are enforcing this non conveniens
 5   statute and doing it to ensure that we don't open up a
 6   forum here in Texas for cases that really aren't for
 7   Texas.
 8                   The best example is ENSCO Offshore, which
 9   is the leading case.    I'm sure you're aware of that.
10   That was an Australian plaintiff, Australian employer,
11   Australian accent -- accident, which is another rig that
12   blew up; and that used a Texas -- and they sued a Texas
13   parent here in Houston.    And the Supreme Court said:
14   No.   You have to dismiss on a forum non conveniens
15   basis.    We've talked about In Re: Mantle.
16                   In Re: BPZ Resources was a case with
17   Peruvian plaintiffs over a Peruvian rig -- actually a
18   ship -- tanker with a Peruvian employer; but, again, the
19   parent company was here in Houston; and that, too --
20   that, too, was dismissed; and it was -- the dismissal
21   upheld.
22                   Finally, there is a second Fourteenth
23   district case that was decided in 2014.       A Mexican
24   plaintiff over a contract with another Mexican who had
25   offices here in Texas is the defendant; and they said:

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   17
                                              Reporter's Record
                                                August 7, 2015



 1   No.   This is really about what is occurring in Mexico,
 2   and we should dismiss this in favor of the more
 3   appropriate forum.
 4                  I've gone back through all these cases.
 5   As you can imagine, this is a very important issue.       I
 6   think I can make one rather bold comment; and that is:
 7   Every case that I have seen in the last eight years,
 8   okay, all of them since the new statute of 2003 and its
 9   revision, 2007, every one I've seen where the accident
10   occurred in a different jurisdiction from Texas and the
11   case is being brought by residents of that forum, not
12   Texans, the judge who dismissed it was upheld; and the
13   judge who retained jurisdiction was reversed.     Every
14   single case.   And that goes for all the ones I've talked
15   to you about as well as others that are in there such as
16   Liberty Mutual versus Transit Mix,   Sammons versus
17   National Indemnity,   Schippers versus Mazak Properties.
18                  I was unable to find a case in which -- if
19   we cut to the chase in the biggest, broadest concepts
20   we've talked about all the little bit -- the place where
21   the accident occurred and everyone is injured, whatever
22   test you use, most significant relationship or whatever,
23   you end up with the law of the place where it occurred.
24   That's a critically important factor.    Then you have the
25   residents that are there, and you have the defendants

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                       18
                                                     Reporter's Record
                                                       August 7, 2015



 1   doing business there.         That is the logical place for the
 2   forum, and there has not been a case in which a motion
 3   to dismiss was granted in that situation where the judge
 4   was reversed.    There's not been a case where the judge
 5   retained jurisdiction in which he was not reversed.
 6                   The Fourteenth district -- Court of
 7   Appeals and the First Court of Appeals have generated

 8   more decisions than anyone else because we're in Houston
 9   and because of the oil industry and because we have
10   these serious accidents on rigs all around the world.
11   And because of that     --    and they have followed ENS CO, the
12   decision of the Supreme Court, right down the line.           So,
13   Your Honor,    I would -- I would ask that you dismiss this
14   case; and I'm available for any other questions you
15   might have.
16                    THE COURT:      Mr. Tate?
17                   MR.   TATE:     Well, Your Honor --
18                    THE COURT:      Tell me why.    First, tell me
19   what the involvement of the Sugar Land corporations were
20   in the Kansas refinery that makes them more than just an
21   administrative operation.         What will you be able to show
22   me in evidence that shows they had direct operating
23   control over that Kansas refinery?
24                   MR.   TATE:     Thank you, Your Honor.
25                   At the outset I will say two things, two

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                 19
                                              Reporter's Record
                                                August 7, 2015



 1   prefatory remarks.    First of all, this morning I filed a
 2   supplemental petition which supplements our existing
 3   petition which just simply -- since he seemed to
 4   complain that there wasn't enough specificity         he
 5   knows what our allegation is -- but essentially seemed
 6   to complain there wasn't enough specificity.       I said
 7   that the Sugar Land defendants, CVR Energy, Inc. and CVR
 8   Refining, were negligent in the performance of their
 9   duties under the shared services agreement that they
10   undertake to provide management, operational, and
11   day-to-day operational control of their subsidiaries.
12   Now I'm going to come back to that because that is at
13   the heart of the answer to your question.
14                   Secondly, I just -- I want to observe that
15   Mr. Smithyman has spent a large amount of his time
16   arguing that this case can't be conveniently tried here
17   and would need to be tried in Kansas because of the
18   location of witnesses and compulsory process.
19                   Well, first of all, as the Court noticed,
20   he mentioned three states up there, Kansas, Oklahoma,
21   and Missouri; and Kansas can't force Oklahoma witnesses
22   to come to Kansas, nor can it force Missouri witnesses
23   to come to Kansas.    So compulsory process is not
24   available in Kansas to reach those out-of-state
25   witnesses.

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                   20
                                                Reporter's Record
                                                  August 7, 2015



 1                  In addition to that, there is going to
 2   be -- the heart of this case -- the heart of this case
 3   is going to be decisions made right here in Sugar Land,
 4   Texas not to spend the money that was allocated in the
 5   budget under a management of change forum to make the
 6   specific improvement on this hydrogen separator that
 7   would have prevented this accident.      Now, I'm going to
 8   come back to that in a minute; but he also --
 9                   THE COURT:    Well, let's talk about that a
10   little.
11                  MR.   TATE:   Okay.
12                   THE COURT:    And I perceived in the
13   pleadings that there was -- there's issues involving the
14   management direction of the Kansas refinery.
15                  MR.   TATE:   Right.
16                   THE COURT:    In listening to what you just
17   said, there's certainly a difference between budget and
18   application of that budget.
19                  MR.   TATE:   Right.
20                   THE COURT:    The negligence would have to
21   fall in that gray area in between and the degree of
22   control exercised by the Sugar Land company over the
23   Kansas refinery.
24                  MR.   TATE:   Exactly, Your Honor.   And
25   Exhibit --

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                     21
                                                 Reporter's Record
                                                   August 7, 2015



 1                  THE COURT:    And I think -- and I'm sure
 2   you perceive where I'm going.       If that is going to be
 3   the primary issue, then that may drive a decision here;
 4   or it may drive a decision to Kansas because, "Okay.          We
 5   need to do this"; and the Kansas operators' not doing it
 6   is entirely two different things.
 7                  MR.   TATE:   Well, the Kansas operators
 8   can't do it until Sugar Land tells them to.        Exhibit F,
 9   Your Honor, to our -- to our response is an excerpt from
10   Form 10-Q for CVR Refining, Inc.; and it discusses in
11   very small print the shared services agreement and the
12   responsibilities that CVR Energy and CVR Refining
13   undertake under the management services agreement to
14   provide daily day-to-day operations and supervision of
15   the operations of their -- of the Coffeyville refinery
16   and the Wynnewood refinery which incidentally is the
17   subject of the lawsuit down in Judge Shoemake's court.
18                  THE COURT:     "Operational" I perceive to
19   be, "I'm the guy on the ground; I'm the guy who tells
20   the guy to turn it off."
21                  MR.   TATE:   Yes.
22                  THE COURT:     Administrative may
23   differentiate in saying, "This is our rules and
24   regulations.   You have to follow them."      There's a gap
25   there.

                Mary Nancy Capetillo, CSR, RPR, CRR
                                                                     22
                                                   Reporter's Record
                                                     August 7, 2015



 1                 MR.    TATE:   No.
 2                 THE COURT:      And that is an important gap
 3   because that determines in my mind whether this should
 4   be a Kansas case or this should be a Texas case.
 5                 MR.    TATE:   Operations includes the guy in
 6   Kansas who decides -- who implements -- who implements
 7   the improvement, the change, the modification to the
 8   hydrogen separator that was -- that failed in this case
 9   and caused a fire.
10                 He can't make that decision.         He can't
11   turn that -- he can't, you know, turn the wrench to
12   start that operation until he's given permission from
13   the man in Sugar Land to do it; and that's what the

14   deposition testimony attached as Exhibit H to our -- to
15   our motion shows.     He's -- Mr. Hogan is the treasurer of
16   the company, and he shows     --   he says that all decisions
17   are made out of Sugar Land in that deposition testimony.
18                 THE COURT:      Show me.
19                 MR.    TATE:   It starts here, and he
20   discusses all the things that they do out of Sugar Land.
21                 THE COURT:      Do you have that handy,
22   Counsel?
23                 MR. SMITHYMAN:        I   do.
24                 MR.    TATE:   He discusses all the things
25   they do out of Sugar Land.

                Mary Nancy Capetillo, CSR, RPR, CRR
                                                                      23
                                                 Reporter's Record
                                                   August 7, 2015



 1                  MR.   SMITHYMAN:   What page?
 2                  MR.   TATE:   Page 9 in particular.
 3                   THE COURT:    All right.
 4                  MR.   TATE:   And let me tell you why that's
 5   important specifically in this case, Your Honor.         There
 6   was a form called an MOC.      It's called a Management of
 7   Change that was prepared in calendar year 2013.         It
 8   established the need for and the requirement for
 9   improvements to the hydrogen separator, specifically
10   improvements to the seal of the hydrogen separator to
11   keep the fumes from being released which ignited in this
12   accident.    But it required those to be done, and it
13   required those to be done by June of 2014.
14                  Management decided to spend that money
15   elsewhere.    They didn't spend it there.      They didn't
16   make the improvement until July -- well, they didn't
17   take and make the improvement in June, as it was
18   scheduled; and this accident occurred on July 29, 2014,
19   almost eight weeks after the improvement was scheduled
20   and budgeted to be done.
21                   Your Honor, Mr. Hogan makes the decision
22   as to when they will spend that money.         He makes the --
23                   THE COURT:    All right.   How are you going
24   to try to tie the probable cause of the accident to the
25   failure to spend money to effectuate the repairs?

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                  24
                                                Reporter's Record
                                                  August 7, 2015



 1                  MR.   TATE:   It's like any other products
 2   case, Your Honor.     They knew there was a defect in that
 3   hydrogen separator.     They acknowledge it in this
 4   management of summary change.     They are under an
 5   obligation to go fix it under all kinds of regulations.
 6   Okay.   And then they delayed doing it because Mr. Hogan
 7   or someone else who is controlling the purse strings
 8   here says, "I'm not going to spend that money there.
 9   I'm going to spend it somewhere else."      At the same
10   time, Your Honor, they're paying their chairman a
11   16-million-dollar bonus in that year.
12                  Now those are -- and those decisions, Your
13   Honor, are all made right here in Sugar Land.        Mr. Hogan
14   admits it.   The deposition testimony we've taken in the
15   other case say it throughout.      We have alleged -- we
16   have alleged independent negligence, Your Honor --
17   independent negligence in the performance of the duties
18   that they undertook to perform under the shared services
19   agreement.
20                   THE COURT:    Let's talk about the
21   preemptive regulations and statutes regarding workmen's
22   comp law in Kansas.     How is this going to separate
23   itself from the workmen's compensation claim?        And I
24   presume there was an award in Kansas that would preempt
25   any causes of action that could be lodged elsewhere.

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                        25
                                                     Reporter's Record
                                                       August 7, 2015



 1                   MR.    TATE:   First of all, he will have to
 2   prove that under-- first of all, he'll have to prove
 3   that Kansas law applies; and he attempted that, by the
 4   way, in the other case down in Judge Shoemake's court in
 5   his summary judgment; and his summary judgment was
 6   denied.     He tried to prove the law of lex loci.        He has
 7   got another motion pending that hasn't been specifically
 8   ruled on to determine the local law that will apply.
 9   But first of all, he's got to apply -- prove that Kansas
10   law, not Texas law, will apply which he hasn't done yet.
11                    Secondly, even if he proves that Kansas
12   law will apply, he's got to prove that these two
13   non-employer entities -- these are not employers -- are
14   entitled to the benefit of Kansas law.           The employer,
15   Your Honor, is the refinery on the ground there which is
16   Coffeyville Resources Refining & Marketing, Inc.           It is
17   60 percent owned by the limited partnership which is
18   100 percent owned by --
19                    THE COURT:     Clarify this:     The Sugar Land
20   operation under the operating agreement that you have
21   cited stands in the shoes of the local operating
22   authority or operating managers for the Colleyville
23   refinery.     Is that what you're saying?
24                    MR.   TATE:   No, I'm not saying it stands in
25   the shoes at all.       I'm saying it has the authority and

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                 26
                                                 Reporter's Record
                                                   August 7, 2015



 1   the responsibility because it has assumed that to
 2   control -- and it does control the local plant, but that
 3   does not make it the employer.      The employer is still
 4   the company that he works for,     the local plant up in
 5   Kansas.    So whether or not he gets the benefit of the
 6   Kansas workers' comp -- whether or not the two
 7   defendants that they're alleging here will be entitled
 8   to the benefit of the Kansas workers' compensation law
 9   is a determination you will make when you make the
10   determination of which law applies; and then once you
11   decide which law applies, if it's Kansas law, you will
12   apply Kansas law.
13                  And one point I really wanted to make,
14   it's always interesting to me that a Kansas lawyer will
15   come into a Texas courtroom --
16                   THE COURT:    By the way, I like Kansas
17   lawyers.    I've dealt with a lot of them.
18                   MR.   TATE:   I like Kansas lawyers too.
19                   MR. SMITHYMAN:    On behalf of Kansas, we
20   thank you, Your Honor.
21                   MR.   TATE:   I like Kansas lawyers too
22   because every time he comes in here he contributes $500
23   to the Access to Justice Foundation, which you know is
24   dear to my heart.
25                   Okay.    But, Your Honor, a Kansas lawyer

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                        27
                                                  Reporter's Record
                                                    August 7, 2015



 1   comes before you and argues Texas law to tell you, a
 2   Texas judge, that you will be in some way handicapped in
 3   applying Kansas law.       If a Kansas lawyer is not
 4   handicapped in arguing Texas law to you, why would you
 5   be handicapped in applying Kansas law?        You're not.
 6   That makes no sense to me.
 7                    MR. SMITHYMAN:     I'll stipulate I'm not as
 8   good as a Texas lawyer would be in arguing my points.
 9                    MR.   TATE:   But this is specifically a
10   case, Your Honor, where they have chosen -- the CVR
11   entities have chosen to locate in Sugar Land.          They're
12   both publicly traded companies, and they've chosen to
13   locate in Sugar Land; and they have chosen to control
14   the day-to-day operations of their operating
15   subsidiaries.     They have chosen to do that.     They are
16   not the employer.      They would not be entitled to
17   workers' compensation protection; and all of their
18   decisions, Your Honor, that we are going to challenge
19   were made here in Sugar Land.
20                    There are four management witnesses here
21   in Sugar Land that we deposed in the other case; we'll
22   be deposing them in this case.        we had no problem       no
23   problem with depositions in Oklahoma in the other             in
24   the other refinery explosion down in Judge Shoemake's
25   court.   None.    Most of those -- many of those people

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                    28
                                               Reporter's Record
                                                 August 7, 2015



 1   work for them, and they can get them to come up here for
 2   a deposition if they want to.     In fact, if they work for
 3   them, they can bring them down here live if they want
 4   to.   So this argument about the inconvenience of the
 5   witnesses, again, with all the number of cases we've
 6   tried in this court over the years with witnesses all
 7   over the world, it's just not -- it's not a serious
 8   factor to be considered in this case.
 9                    Now, as to ENSCO and BPZ, if the Court --
10   and I know you always read the cases; but in both ENSCO
11   and BPZ, the emphasis there was how much it was going to
12   cost to go to Australia and get witnesses, how much it
13   was going to cost to go to Peru and get witnesses.       In
14   this case we -- it's going to cost us, the plaintiffs,
15   more because if we have to take a Kansas deposition,
16   Mr. Riebschlager, Justice Medina, or I are going to have
17   to go up there to Kansas to take the depositions.       He's
18   there already.     He doesn't even have to go.   He's there.
19   And so it's actually more convenient.
20                    And then with respect to Sugar Land, we're
21   going to go and take the depositions of the Sugar Land
22   people wherever they tell us to, likely in Mr. Sharp's
23   office in Houston.     Even though I detest crossing the
24   Brazos to go take depositions, for Mr. Sharp I'll do it.
25                    But the point of the matter is, Your

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                      29
                                                   Reporter's Record
                                                     August 7, 2015



 1   Honor, this is all about decisions made in Sugar Land by
 2   executives in Sugar Land who because they've -- the
 3   record will show they've been in the course of preparing
 4   for,   of making acquisitions, and being acquired by Carl
 5   Icahn or being involved in various public trading
 6   activities, they have chosen to make -- to defer
 7   expenditures.    They have chosen to put workers of their
 8   subsidiaries at risk.         And, frankly, Your Honor, they
 9   should be held responsible for those choices; and it is
10   certainly under no circumstances unfair to make them
11   face a Fort Bend County jury of their neighbors in doing
12   so.
13                   THE COURT:       As just a matter of
14   clarification, what are the differences between this
15   particular case and the case in the 434th?         Both parties
16   understanding, I'm not bound by any rulings of the
17   434th.
18                   MR.   TATE:     None at all except that it was
19   at a different refinery.         That one -- well, at that one
20   there was a boiler explosion at the Wynnewood refinery.
21   This one is a fire that occurred in a hydrogen separator
22   at the Coffeyville refinery.         But -- and, Your Honor,
23   the liability facts as to what caused the accident,
24   those aren't even going to be contested.         It's -- you
25   know, the real contest in this case is whether or not

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                     30
                                                 Reporter's Record
                                                   August 7, 2015



 1   the Sugar Land people are responsible.
 2                   In both cases liability is going to be
 3   crystal clear, and the question is simply going to be:
 4   Is the -- are the parent companies located here in Sugar
 5   Land that have chosen to manage the day-to-day
 6   operations responsible for their independent negligence
 7   in causing these accidents?
 8                   THE COURT:    Do you want to answer that
 9   question?
10                   MR. SMITHYMAN:     I want to answer.   Yes, I
11   do.
12                   THE COURT:    Okay.
13                   MR.   SMITHYMAN:   Very quickly.   The only
14   argument I heard why there's any responsibility here is
15   a shared services agreement between CVR Energy and
16   subsidiaries.    Primarily if you look at what they've
17   submitted to you between them and the general partner or
18   the limited partnership -- and that's the shared
19   services agreement-- I'm not sure that these plaintiffs
20   are third-party beneficiaries to that contract.        I don't
21   see how they would be or how they can rely upon that
22   issue.
23                   More important, you know, there is a --
24   there is obviously some truth to the fact that we can
25   get some of those employees here reasonably easily.

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                    31
                                             Reporter's Record
                                               August 7, 2015



 1   Okay.   That's the truth, but we can't for EMS people.
 2   We can't for the police.   We can't for the physicians.
 3   We can't for those that have -- that have retired that
 4   have seen things, that have moved from the company; and
 5   there's been a lot that have moved from the company on a
 6   yearly basis, and we're learning that in the other case.
 7                  The other case has a number of differences

 8   here, but the most important one for you is the
 9   simplest.   There was no motion to dismiss for forum
10   non conveniens in the earlier case; and there's a time
11   limit on that, and it's a 180-day time limit.     And if
12   you realize how really inconvenient it has been, then
13   you shouldn't be damned to the same mistake each time a

14   case is filed in Sugar Land -- in Sugar Land.     None of
15   those go to the main issue before you, Your Honor; and I
16   think the last two pages of my supplemental brief --
17   three pages -- address those issues.
18                  Mr. Tate just argued that it was decisions
19   concerning the budgeting or decisions on a macro level
20   in Sugar Land that were the cause of the pump failure --
21   rotating pump failure in Coffeyville at the refinery.
22   Those same arguments were made in In Re: BPZ.     I was
23   thrilled to hear that you read these cases.     Because in
24   In Re: BPZ here is what the Court of Appeals said:        We
25   presume without deciding that the relators' decisions in

                 Mary Nancy Capetillo, CSR, RPR, CRR
                                                                  32
                                               Reporter's Record
                                                 August 7, 2015



 1   Houston were the legal cause of the explosion when they
 2   allegedly ordered production on the platform to be
 3   ramped up to quickly generate needed cash.     Even though
 4   they knew these operations involved dangerous
 5   procedures, insufficient equipment, unworthy --
 6   unseaworthy vessels, nevertheless, the acts and
 7   omissions in Texas would be a more remote cause of the
 8   real parties' injuries than the alleged acts and
 9   omissions in Peru.
10                   And, Your Honor, the first district -- the
11   first panel in the Mantle case did the exact same thing.
12   They said:    The Alcee, meaning these are the Louisiana
13   plaintiffs, assumed that because Mantle Oil was the well
14   operator and made big decisions concerning operations of
15   the Louisiana well at its Texas headquarters their
16   injuries were undoubtedly caused by Mantle's acts and
17   omissions that occurred in Kansas.
18                   Essentially they said:   Although big
19   decisions were made, obviously a lot of smaller
20   decisions were not made; and on the basis of that, they
21   too determined that any decisions that would be made
22   here in the macro scheme of things were remote compared
23   to Louisiana; and Louisiana had the -- was the
24   appropriate forum and had the right to resolve those
25   issues between its residents and the operations that

                  Mary Nancy Capetillo, CSR, RPR, CRR
                                                                      33
                                                 Reporter's Record
                                                   August 7, 2015



 1   were there.    And that's how the First -- that's how our
 2   First Circuit panel decided it in both cases.
 3                   That's exactly what Mr. Tate is arguing.
 4   Decisions made at the macro level by a parent somehow
 5   create liability that would allow jurisdiction to
 6   appropriately be here -- well, jurisdiction is here, but
 7   that allow the case to be tried here.       In fact,   in both
 8   cases this statute, 71.051, and the consideration of
 9   those factors has been determined that macro decisions
10   by a parent are insufficient where all other factors
11   say:    Go to the jurisdiction of the accident.
12                   MR.   TATE:   And what I'm arguing is they're
13   not macro.     They're micro decisions, and that's a fact
14   issue which he brought up on summary judgment in the
15   other case and lost.
16                   MR. SMITHYMAN:     Actually could I address
17   that?
18                    THE COURT:    That's all right, Counsel.
19   I've heard enough.      On the issue that I have to decide
20   on today,    I'm going to deny your motion.

21                    (Proceedings concluded at 10:04 a.m.)
22
23
24
25

                   Mary Nancy Capetillo, CSR, RPR, CRR
                                                                                  34




 1   THE STATE OF TEXAS
 2   COUNTY OF FORT BEND
 3         I, Mary Nancy Capetillo, CSR, Deputy Court Reporter
 4   in and for the 268th District Court of Fort Bend County,
 5   State of Texas, do hereby certify that the above and
 6   foregoing contains a true and correct transcription of
 7   all portions of evidence and other proceedings requested
 8   in writing by counsel for the parties to be included in
 9   this volume of the Reporter's Record in the above-styled
10   and numbered cause, all of which occurred in open court
11   or in chambers and were reported by me.
12         I further certify that this Reporter's Record of the
13   proceedings truly and correctly reflects the exhibits,
14   if any, admitted, tendered in an offer of proof or
15   offered into evidence.
16         I further certify that the total cost for the
17   preparation of this Reporter's Record is $ 324.00                       and
18   was paid by         Smjthyman & Zakoura, Chartered
19         WITNESS MY OFFICIAL HAND on this, the                  14th   day of
     _ _ _ _ _,L.;ALWu~gust         '   2015   •
20
21
22
           M~~~lo,
           Expiration: 12/31/2016
                                  Texas            CSR No. 3698
           Deputy Court Reporter
23         7022 Bois D'Arc Lane
           Richmond, Texas 77406
24         Telephone: (281) 344-7973
25

                      Mary Nancy Capetillo, CSR, RPR, CRR
Tab3
                                                                                                                            Page 1 of3


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                                                       REGISTER OF ACTIONS
                                                           CASE    No. 15-DCV-220330

Donald R Collier, Jennfler J Collier, Dale A Neimeyer and Wendy           §              Case Type: Injury or Damage - Other Injury
Neimeyer vs CVR Energy Inc. and CVR Refllnlng, LP.                        §                          or Damage
                                                                          §              Date Filed: 01/1212015
                                                                          §                Location: 268th District Court
                                                                          §

                                                                  PARTY (NFORI\fATION

                                                                                                          Attorneys
Defendant or CVR Energy Inc.                                                                              Lee M Smlthyman
Respondent                                                                                                 Retained

                  Dallas, TX 75201-3136
                                                                                                          Phillip D. Sharp
                                                                                                           Retained
                                                                                                          713-223-2900(W)


Defendant or CVR Refining, LP                                                                             Lee M Smlthyman
Respondent                                                                                                 Retained

                  Austin, TX 78701
                                                                                                          Phillip D. Sharp
                                                                                                           Retained
                                                                                                          713-223-2900(W)


Plaintiff or     Collier, Donald R                                                                        Gary M. Rlebschlager
Petitioner                                                                                                 Retained
                  Houston, TX 77002
                                                                                                          281-904-1404(W)


Plaintiff or     Collier, Donald R.                                                                       Richard L. Tate
Petitioner                                                                                                 Retained
                                                                                                          281-341-0077(W)


Plaintiff or     Collier, Jennfler J                                                                      Gary M. Rlebschlager
Petitioner                                                                                                 Retained
                  Houston, TX 77002
                                                                                                          281-904-1404(W)


Plaintiff or     Neimeyer, Dale A                                                                         Gary M. Rlebschlager
Petitioner                                                                                                 Retained
                  Houston, TX 77002
                                                                                                          281-904-1404(W)


Plaintiff or     Neimeyer, Wendy                                                                          Gary M. Rlebschlager
Petitioner                                                                                                 Retained
                  Houston, TX 77002
                                                                                                          281-904-1404(W)

                                                          EVENTS & ORDERS OF THE COURT

               OTHER EVENTS AND HEARINGS
01/1212015 Docket Sheet
             Docket Sheet
01/1212015 Petition       Doc ID# 1
             Plaintiff's Original Petition
01/1212015 Jury Fee Paid
             Jury Demand Fee Paid
01/13/2015 Issuance        Doc ID# 2
             Citation Issued to CVR Energy Inc.
01/1312015 Citation
             Mailed to Atty
              CVR Energy Inc.                                       Unserved
01/13/2015 Issuance        Doc ID# 3
             Citation Issued to CVR Refining LP
01/1312015 Citation
             Mailed to Atty
              CVR Refilning, LP                                     Unserved
01/1312015 Letters
             Form Letter
04/0812015 ~              Doc ID# 4
             Request for Process
04/0912015 Issuance        Doc ID# 5




http://tylerpaw.co.fort-bend.tx.us/CaseDetail.aspx?CaseiD=l439943                                                            8/19/2015
                                                                                                                                            Page 2 of3


                 Citation by CM Issued to CVR Energy Inc
04/09/2015 Citation by Certified Mall
                 CMRRR 7196 9008 9115 6076 0290
                  CVR Energy Inc.                                        Returned Unserved 04/20/2015
                                                                         Returned               04/2012015
04/09/2015 ~                 Doc 10# 6
             Citation by CM Issued to CVR Refining LP
04/09/2015 Citation by Certified Mall
             CMRRR 7196 9008 9115 6076 0313
              CVR Refiinlng, LP                                          Unserved
05/14/2015 Issuance     Doc 10# 7
                 (Re-Issued) Citation By Certified Mall Issued to CVR Refining LP
05/1412015 Citation by Certified Mall
                 (Re-Issued) CMRRR# 9414 7266 9904 2956 2259 38
                  CVR Refllnlng, LP                                      Served                   05/1812015
                                                                         Returned                 05/2812015
05/14/2015 ~                 DociD#B
             (Re-Issued) Citation By Certified Mall Issued to CVR Energy Inc.
05/14/2015 Citation by Certified Mall
             (Re-Issued) CMRRR# 9414 7266 9904 2956 2259 21
                  CVR Energy Inc.                                        Served                   05/18/2015
                                                                         Returned                 05/2212015
05/28/2015 Answer/ContesUResponse/Walver                 Doc 10# 9
                 Defendants CVR Energy, Inc. and CVR Refining, LP's Original Answer
06/01/2015 No Fee Documents              Doc 10# 10
                 Plaintiffs' Special Exceptions to Defendants CVR Energy, Inc. and CVR Refining, LP's Original Answer
06/01/2015 Proposed Order             Doc ID# 11
                 (Returned Unsigned 06/0512015)0rder Granting Plaintiffs Special Exceptions to Defendants CVR Energy, Inc. and CVR Refining, LP's Original
                 Answer
06/0112015 Motion <No Feel            Doc 10# 12
                 Defendants' Motion   to Dismiss Based on Forum Non Conveniens
06/01/2015 No Fee Documents              Doc 10# 13
            Memorandum In Support of Defendants' Motion to Dismiss Pursuant to Texas Civil Practice & Remedies Code Chapter 71.051
06/0212015 Motion INo Fee>       Doc 10# 15
            Motion of Phillip D. Sharp to Admit Lee M. Smithyman Pro Hac Vice for the Sole Purpose of This Case
06/0412015 Order         Doc ID# 14
                 Order Granting Pro Hac Vice Motion
0612312015 ~              Docl0#16
                 Notice of Hearing
07/2112015 ~              Doc 10# 17
            Amended Notice of Hearing
0712412015 CANCaED M/Hearlng (9:00AM) (Judicial Officer Elliott. Brady G)
            Passed
            DEFENDANrS MOTION TO DISMISS BASED ON FORUM NON CONVENIENS
0810412015 No Fee Documents              Doc 10# 18
                 Supplemental Memorandum in Support of Defendants' Motion to Dismiss Pursuant to Texas Civil Practice &Remedies Code Chapter 71.051
08/05/2015 AnsweriContesUResponse/Walver                 Doc 10# 19
                 Plaintiff's Response to Defendants' Motion to Dismiss Pursuant to Texas Civil Practice &Remedies Code Chapter 71.051
08/07/2015 M/Hearlng (9:00AM) (Judicial Officer Elliott, Brady G)
                 DEFENDANrS MOTION TO DISMISS BASED ON FORUM NON CONVENIENS
08/07/2015 No Fee Documents              Doc 10# 20
                 Plaintiffs' Supplemental Petition

                                                                      FINANCIAL INFORMATION




             Defendant or Respondent CVR Energy Inc.
             Total Financial Assessment                                                                                                                16.00
             Total Payments and Credits                                                                                                                16.00
             Balance Due as of 0811912015                                                                                                               0.00

05/28/2015   Transaction Assessment                                                                                                                      2.00
05128/2015   E-filing                       Receipt# 2015-28318-DCLK                            CVR Energy Inc.                                        (2.00)
06/0212015   Transaction Assessment                                                                                                                      2.00
06/0212015   E-fillng                       Receipt# 2015-29082-DCLK                            CVR Energy Inc.                                        (2.00)
06/0212015   Transaction Assessment                                                                                                                      2.00
06/0212015   E-fillng                       Receipt# 2015-29083-DCLK                            CVR Energy Inc.                                        (2.00)
06/0212015   Transaction Assessment                                                                                                                      2.00
06/0212015   E-fillng                       Receipt# 2015-29496-DCLK                            CVR Energy Inc.                                        (2.00)
06/0212015   Transaction Assessment                                                                                                                      2.00
06/0212015   E-fillng                       Receipt# 2015-29497-DCLK                            CVR Energy Inc.                                        (2.00)
06/2312015   Transaction Assessment                                                                                                                      2.00
06/23/2015   E-fillng                       Receipt# 2015-33899-DCLK                            CVR Energy Inc.                                        (2.00)
07/2212015   Transaction Assessment                                                                                                                      2.00
07/22/2015   E-fillng                       Receipt# 2015-39517-DCLK                            CVR Energy Inc.                                        (2.00)
08104/2015   Transaction Assessment                                                                                                                      2.00
0810412015   E-fillng                       Receipt# 2015-41956-DCLK                            CVR Energy Inc.                                        (2.00)



             Plaintiff or Petitioner Collier, Donald R

             I
             Total Financial Assessment                                                                                                               730.00




http://tylerpaw.co.fort-bend.tx.us/CaseDetail.aspx?CaseiD=l439943                                                                             8119/2015
                                                                                      Page 3 of3


             Total Payments and Credits                                                    730.00
             Balance Due as of 08/19/2015                                                    0.00

01/1212015   Transaction Assessment                                                         518.00
01/12/2015   E-filing                 Receipt# 2015-01543-DCLK    Collier, Donald R       (518.00)
04/09/2015   Transaction Assessment                                                         206.00
04/09/2015   E-filing                 Receipt# 2015-1 8309-DCLK   Collier, Donald R       (206.00)
06/01/2015   Transaction Assessment                                                            2.00
06/01/2015   E-filing                 Receipt# 2015-28888-DCLK    Collier, Donald R          (2.00)
08/06/2015   Transaction Assessment                                                            2.00
08/06/2015   E-filing                 Receipt# 2015-42204-DCLK    Collier, Donald R          (2.00)
08/07/2015   Transaction Assessment                                                            2.00
08/07/2015   E-filing                 Receipt# 2015-42462-DCLK    Collier, Donald R          (2.00)




http://tylerpaw.co.fort-bend.tx. us/CaseDetail.aspx?CaseiD= 1439943                    8119/2015
                                                                                                                         Page 1 of 1


 Skio to Main Content Logout My Account Search Menu New Civil Search Back                             Location : Fort Bend Help
                                                                                                 Questions and Answers on Images
CASE NO. 15-DCV-220330
DONALD R COLLIER, JENNFIER J COLLIER, DALE A NEIMEYER AND WENDY
NEIMEYER VS CVR ENERGY INC. AND CVR REFIINING, LP.

Selected Event                                                 Image                                                 Page Count
01/12/2015 Docket Sheet                                        Docket Sheet                                          2



Other Events on This Case                                     Image                                                  Page Count
01/1212015 Petition                                           Plaintiffs Original Petition                           14
01/13/20151ssuance                                            Issuance                                               1
01/13/20151ssuance                                            Issuance                                               1
01/13/2015 Letters                                            Letters                                                1
04/08/2015 Request                                            Request for Process                                    2
04/09/2015 Issuance                                           Issuance                                               2
                                                              Certified Mail Receipt for CVR Eneray Inc.             2
                                                              Issuance                                               4
04/09/20151ssuance                                            Issuance                                               2
                                                              Certified Mail Receipt for CVR Refining LP             2
                                                              Issuance - Citation by Certified Mail Issued to CVR
                                                                                                                     4
                                                              Refining Returned Unserved
                                                              Issuance - <Re-Issued> Citation By Certified Mail
05/14/20151ssuance                                                                                                   2
                                                              Issued to CVR Refining LP
                                                              Issuance                                               2
                                                              Issuance                                               2
                                                              Issuance - <Re-Issued) Citation By Certified Mail
05/14/20151ssuance                                                                                                   2
                                                              Issued to CVR Energy Inc.
                                                              Issuance                                               2
                                                              Issuance                                               2
                                                              Defendants CVR Energy. Inc. and CVR Refining LP's
05/28/2015 Answer/Contest/Response/Waiver                                                                            3
                                                              Original
06/01/2015 No Fee Documents                                   Special Exceptions                                     4
06/01/2015 Proposed Order                                     Proposed Order                                         2
                                                              Defendants' Motion to Dismiss Based on Forum Non
06/01/2015 Motion (No Fee)                                                                                           3
                                                              Conveniens.
                                                              Memorandum in Sypport of Defendants' Motion to
06/01/2015 No Fee Documents                                                                                          17
                                                              Dismiss Pyrsu
                                                              Motion of Phillip D. Sharp to Admit Lee M. Smithyman
06/02/2015 Motion (No Fee)                                                                                           9
                                                              Pro Hac
06/04/2015 Order                                              Order - Order Granting Pro Hac Vice Motion             1
06/23/2015 Notice                                             Notice of Hearing                                      2
07/2112015 Notice                                             Amended Notice of Hearing                              2
                                                              Amended Notice of Hearing                              2
                                                              SuPplemental Memorandum in Support of Defendants'
08/04/2015 No Fee Documents                                                                                          27
                                                              Motion to
08/05/2015 Answer/Contest/Response/Waiver                     Collier Nei 08 05 15 Response Mtn Dismiss. pdf         66
08/07/2015 No Fee Documents                                   Plaintiffs' Supplemental Petition                      2



Other Images on This Case                                      Image                                                 Page Count




http://tylerpaw.co.fort-bend.tx.us/CaseDocuments.aspx?CaselD=l439943&EventiD=1666... 8/19/2015
Tab4
                                                                                                             Filed
                                                                                           1/12/201511:34:37 AM
                                                                                           Ann1e Rebecca Elliott
                                                                                                     District Clerk
                                                                                          Fort Bend County, Texas
                                                                                            SoonyGarcia
                                  CAUSE NO. 15-DCV-220330

DONALD R COLLIER, JENNIFER J.                   §        IN THE DISTRICT COURT OF
COLLIER, DALE A NIEMEYER, and                   §
WENDY NIE:MEYER                                 §
            Plaintiffs,                         §
v.                                              §        FORT BEND COUN1Y, TEXAS
                                                §
                                                ~ Fort Bend County - 268th Judicial District Court
CVR ENERGY, INC. and,
CVR REFINING, LP.
             Defendants.                        §                 JUDICIAL DIS1RICT

                           PLAINTIFFS' ORIGINAL PETITION

TO TilE HONORABLE COURT:

       COME NOW, Plaintiffs DONALD R. COLLIER, JENNIFER J. COLLIER, DALE A.

NIEMEYER and WENDY NIEMEYER complaining of and against CVR ENERGY, INC. and

CVR REFINING, LP (hereinafter collectively referred to "CVR"); Defendants herein, and for

cause of action, would respectfully show unto the Court as follows:

                                  I. DISCOVERY CONTROL PLAN

       1.      Plaintiffs intend to conduct discovery under Level 3 pursuant to Rule 190.3 of the

Texas Rules of Civil Procedure.

                                         ll. PARTIES

       2.      Plaintiff DONALD R. COLLIER, is an individual who resides in Independence,

Kansas.

       3.      Plaintiffs JENNIFER J. COLLIER, is an individual who resides in Independence,

Kansas.

       4.      Plaintiff DALE A NffiMEYER, is an individual who resides inS. Coffeyville,

Oklahoma.

          5.   Plaintiff WENDY NIEMEYER, is an individual who resides in S. Coffeyville,

Oklahoma.


                                                1
       6.      Defendant CVR ENERGY, INC. (hereinafter referred to as "CVR") is a Delaware

corporation with its principal place of business located in Fort Bend County, Texas. Defendant

may be served with process by serving citation on its Registered Agent C. T. Corporation

System, 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201.

       7.      Defendant CVR Refming, LP (hereinafter referred to as "CVR Refming'') is a

Delaware corporation with its principal place of business located in Fort Bend County, Texas.

Defendant may be served with process by serving citation on its Registered Agent CSC,

Corporation Service Company, 211 East 'Ph Street, Suite 620, Austin, Texas 78701.

                               m. JURISDICfiON AND VENUE
       8.      Plaintiffs seek damages within the jurisdictional limits of this Court.

       9.      This Court has personal jurisdiction over defendants because each of the

Defendants has its principal place of business in Fort Bend County, Texas and all Defendants are

engaged in foreseeable, intentional, continuous, and/or systematic contacts within Texas, so that

there is both general and specific personal jurisdiction.

        10.    Furthermore, exercising jurisdiction over those Defendants based outside of Texas

will not offend the notions of fair play and substantial justice.

        11.    Venue is proper in Fort Bend County, Texas pursuant to TRCP § 15.002(a) (3)

because it is the county of the defendant's principal office in this state.

                               IV. BACKGROUND AND FACfS

        12.    Plaintiffs are employees of Defendant Coffeyville Resources Refming &Marketing,

LLC (hereafter referred to as "CRRM"). CRRM is a wholly-owned subsidiary and controlled by

Defendants CVR Refming LP, CVR Refining, LLC, and CVR Energy, Inc. (hereafter referred to as

"CVR'').




                                                   2
       13.       Plaintiffs, as employees ofCRRM, worked at an oil refinery in Coffeyville, Kansas,

hereafter referred to as the Coffeyville Refinery or the Refinery. The Coffeyville Refinery is owned

and controlled by CVR.

       14.       On July 29, 2014, a critical leak occurred on a pump in the Isometric Unit of the

Refmery. A huge, fiery explosion resulted, severely injuring Plaintiffs and causing the death of

another employee, Greg Rigdon.

                            V. CAUSE OF ACTION-NEGLIGENCE

Relationship ofCRRM and CVR

        15.      Plaintiffs incorporate, by reference to paragraphs two (2) through fifteen (15)

herein, their previous allegations.

        16.      CRRM is a wholly-owned subsidiary of CVR Refining LP, and ultimately, up the

corporate chain, a wholly-owned subsidiary of CVR Energy, LLC.

        17.      CVR Energy, Inc., and CVR Refming, LP ("CVR Refining") collectively

own/control CRRM. CVR are parent companies of CRRM. The CVR companies are created as a

vast web of corporate control and direction created for the sole purpose of maximizing profit,

corporate greed and veiled legal attempts to protect themselves from their own negligence.

        18.      CVR controls CRRM in one or more of the following methods:

              a CVR owns all or most of CRRM stock;

              b. CVR and CRRM have common directors and officers;

              c. CVR provides financing to CRRM;

              d. CVR subscribes to all of CRRM's stock;

              e. CRRM is Wldercapitalized without CVR;

              f. CVR refers to CRRM as its subsidiary, division or department;




                                                   3
              g. CRRM's officers or directors follow direction from CVR; and

              h. the legal formalities for keeping these entities (CVR and CRRM) separate and

                 independent are observed.

       CVR is the collective, dominant corporation over CRRM, their wholly-owned subsidiary

and is therefore liable for the torts of its wholly-owned subsidiary.

        19.      On the occasion in question, CVR, by and through their officers, employees,

agents and representatives, independently committed acts of omission and commission which

collectively and severally constitute negligence that proximately caused the deaths of Plaintiffs'

decedents and damages to Plaintiffs. CVR failed. CVR's failure is negligence as defined above.

                       VI. CAUSE OF ACIION-GROSS NEGLIGENCE

        20.      Plaintiffs incorporate, by reference to paragraphs two (2) through nineteen (19)

herein that additionally, Defendants' acts involved an extreme degree of risk to Donald R.

Collier and Dale A Niemeyer, considering the probability and magnitude of the potential bann

to others, especially in light of certain facts which were known to Defendants before Donald R.

Collier and Dale A Niemeyer sustained severe and disabling injuries.

        21.       Defendants' acts and omissions are of such a character as to lead to the conclusion

that they not only constitute negligence, but rise to the level of gross negligence/malice.

Defendants acted with conscious indifference to the rights, safety, and welfare of Donald R.

Collier and Dale A Niemeyer, and proximately caused their injuries through the enumerated acts

or omissions.

                                 VDI. CHOICE OF LAW- TEXAS

        22.       The corporate domicile of the CVR Defendants is Sugar Land, Texas. The acts of

negligence and gross negligence of Defendants CVR occurred in Texas by and through its




                                                    4
corporate officers, directors and employees in Texas. Defendants CVR seek all benefrts and

protections ofTexas law. Texas has a vested interest in the conduct of its corporate citizens.

                                         IX. DAMAGES

       23.     As a result of the Defendants' actions, each Plaintiff has been deprived of the

care, maintenance, support, services, advice, counsel, and contributions of a pecuniary value, as

well as companionship and society, including love and comfort as a result of the injuries of

DONALD R. COLLIER and DALE A NIEMEYER. Further, Plaintiffs have suffered pecuniary

losses, in the past, have experienced and will continue to experience immense mental anguish,

suffering and grief in the future.    Plaintiffs seek all damages available for the injuries of

DONALD R. COLUER and DALE A. NffiMEYER.

       24.     The Defendants ·have been guilty of reckless disregard for the rights of others,

have acted intentionally and with malice towards others and engaged in conduct life-threatening

to humans. Plaintiffs are, therefore, entitled to an award of punitive damages.

                                  X.CONDITIONSPRECEDENT

       25.     All conditions precedent to Plaintiffs' right to recover herein and to Defendants'

liability have been performed or have occurred.

                                      XI. .WRY DEMAND

       26.     Plaintiffs demand that all issues of fact in this case be tried to a properly

impaneled jury.

                             XII. REQUEST FOR DISCLOSURE

        27.    Plaintiffs request all infonnation be provided pursuant to Texas Rule of Civil

Procedure 194.2.

                                XID. CONCLUSION AND PRAYER




                                                  s
28.    WHEREFORE, PREMISES CONSIDERED, Plaintiffs pray that, after trial on the merits,

Plaintiffs obtain judgment against Defendants for the following:

           i. monetary relief over $1,000,000.00;

          j. pre-judgment and post-judgment interest thereon at 1he maximum legal rate;

           k. costs of Court; and

           l. such o1her and further reliefto which Plaintiffs may be justly entitled.

                                     Respectfully submitted,

                                     THE RIEBSCHLAGER LAW FIRM, PC
                                     801 Congress, Suite 250
                                     Houston, TX 77002
                                     Telephone: 281 904-1404
                                     Email: ~..::a=~=.:.:~~~:~::..:~~~


                                     /s/Garv M. Riebschlager
                                     GARY M. RIEBSCHLAGER
                                     Texas BarNo. 16902200


                                     TATEMOERER&KING, LLP
                                     RICHARD L. TATE
                                     State Bar No. 19664460
                                     Email:lrltate@tate-law.coml
                                     KRISTIN REIS
                                     State Bar No. 24060478
                                     Email:lkreis@tate-law.coml
                                     206 South 2nd Street
                                     Richmond, Texas 77469
                                     Telephone: 281-341-0077
                                     Facsimile:     281-341-1003

                                      ATTORNEYS FOR PLAINTIFFS
                                      DONNIE COLLIER AND JENNIFER COLLIER
                                      DALE A. NIE1\1EYER AND WENDY NIEMEYER




                                                 6
                              CAUSE N O . - - - - -

DONALD R. COLLIER, JENNIFER J.                   §        IN THE DISTRICT COURT OF
COLLIER, DALE A NIE1\1EYER, and                  §
WENDY NIEMEYER                                   §
            Plaintiffs,                          §
v.                                               §        FORT BEND COUNTY, TEXAS
                                                 §
CVR ENERGY, INC. and,                            §
CVRREFINING, LP.                                 §
             Defendants.                         §       _ _ _ JUDICIAL DISTRICT

            PLAINTIFFS' FIRST REQUEST FOR PRODUCfiON
       TO DEFENDANTS CVR ENERGY. INC. AND CVR REFINING, LP


TO:    Defendant CVR ENERGY, INC., by and through its Registered Agent, C. T.
       Corporation System, 350 N. St Paul Street, Suite 2900, Dallas, TX 77201
       Defendant CVR REFINING, LP, by and through their Registered Agent, CSC,
       Corporation Service Company, 211 East Th Street, Suite 620, Austin, TX 78701
       COME NOW, DONALD L. COLLIER, JENNIFER J. COLUER, DALE A.

NIEMEYER, and WENDY NEIMEYER (hereafter collectively referred to as

"Plaintiffs"), in the above entitled and numbered cause, and hereby pursuant to Rule 196

of the Texas Rules of Civil Procedure, serve the attached written requests for production

on Defendants CVR ENERGY, INC. and CVR REFINING, LP, requesting that

Defendants produce and pennit the inspection and copying the documents or things

requested below, within frll.y (50) days after service of this request, at the office of the

undersigned located at THE RlEBSCHLAG ER LAW FIRM, PC, 801 Congress, Suite 250,

Houston, Texas 77002, or at such other time and place as may mutually agreed upon.


                                      Respectfully submitted,

                                      THE RIEBSCHLAGER LAW FIRM, PC


                                      Is/Gary M. Riebschlager
                                      GARY M. RIEBSCHLAGER



                                             1
Texas Bar No. 16902200
801 Congress, Suite 250
Houston, TX 77002
Telephone: 281 904-1404
Email: 1~I''Ufhl



TATE MOERER & KING, LLP
RICHARDL. TATE
State Bar No. 19664460
Email:lrltate@tate-law.coml
KRISTIN REIS
State Bar No. 24060478
Email:lkreis@tate-law.com I
206 South 2nd Street
Richmond, Texas 77469
Telephone: 281-341-0077
Facsimile:     281-341-1003

ATTORNEYS FOR PLAINTIFFS
DONNIE COLLIER AND JENNIFER COLLIER
DALE A NIEMEYER AND WENDY NIEIVIEYER




      2
                        DEFINITIONS AND INSTRUCTIONS
The following definitions and instructions apply to the requests listed below:
       1.      "Plaintiffs" refer to the Plaintiffs named in this lawsuit unless specifically
               referred to otherwise.
       2.      "Defendant" refers to CVR ENERGY, INC.; and CVR REFINING, LP
               and its agents, representatives and employees (past or present) unless
               referred to otherwise.
       3.      "You," "your," or "yours" shall mean CVR ENERGY, INC.; and CVR
               REFINING, LP or yom agent, contractor or designee
       4.      The tenn "and/or," "or," and "and" are used inclusively, not exclusively.
       S.      "Document(s)" shall mean all original or copies of communications
               reduced to tangible fonn, whether print or electronic format, in the
               possession, custody or control of the Defendant.

       6.      The term "communication(s)" shall mean all emails, letters, telegraphs,
               memoranda, including all reports of or references to telephone
               conversations, face-to-face conversations or other forms of oral or written
               communications, whether maintained as print or electronic fonnat

       7.      "Incident" or "Incident in Question" means the valve failure in the ISOM
               Unit occurring on or about July 29, 2014 causing the events and damages
               described in Plaintiffs' pleadings.

       8.      "Relevant Time Period" shall mean Syears prior to the Incident, inclusive.

       9.      "OSHA" refers to Occupational Health & Safety Administration.

        10.    "EPA" shall mean the Environmental Protection Agency.




                                              3
              PLAINTIFFS, FIRST REQUEST FOR PRODUCTION
                TO CVRENERGY, INC; CVR REFINING, LP

If you claim any document(s) are privileged and not discoverable, please identify
generally the document(s) withheld and the basis of privilege.

REQUEST FOR PRODUCTION NO.I:
All documents evidencing statements made by witnesses pertaining to the Incident in
question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.2:
All initial, preliminary, interim or final incident reports pertaining to the Incident in
question including but not limited to those prepared for or by:

       a)     You;
       b)     OSHA;
       c)     any other government agency or department

       RESPONSE:



REQUEST FOR PRODUCTION NO.3:
All drafts of any accident/incident investigation reports pertaining to the Incident in
question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.4:
All documents furnished to any governmental agency related to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.5:
All photographs or video recordings of or near the location of the Incident taken or
obtained as a result of the Incident in question.

       RESPONSE:



                                            4
REQUEST FOR PRODUCTION NO. 6:
All safety bulletins or memos issued or circulated pertaining to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.7:
All documents which identify any members of any incident investigation team pertaining
to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.8:
All documents which identify any members of any incident investigation team pertaining
to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 9:
All photographs or video recordings taken or recorded during any site inspection related
to the Incident in Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 10:
All safety manuals, user manuals, maintenance and repair manuals in your possession
with regards to the IS OM Unit that fonns the basis of this lawsuit.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 11:
All documents, pertaining to the maintenance and repairs made, within the Relevant Time
Period.to the ISOM Unit valve that failed causing the Incident in Question.


        RESPONSE:




                                              5
REQUEST FOR PRODUCTION NO. 12:
All communications pertaining to the maintenance and repairs made, within the Relevant
Time Period.to the ISOM Unit valve that failed causing the Incident in Question.


       RESPONSE:



REQUEST FOR PRODUCTION N0.13:
All OSHA reports and OSHA violations issued regarding your refmery in Coffeyville,
Kansas within the Relevant Time Period

       RESPONSE:



REOUESf FOR PRODUCTION NO. 14:
All documents prepared and submitted by you to OSHA or any other governmental
agency concerning your refmery in Coffeyville, Kansas regarding the Incident in
Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 15:
All documents prepared by you or any third party regarding the ISOM Unit valve failure
regarding the Incident in Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 16:
The Budget prepared by and for the Coffeyville plant, inclusive of the ISOM Unit, for the
year 2014 and submitted to the Board of Directors of Coffeyville Refining and Marketing
and/or its parents CVR Refming LLC or CVR Refming, LP.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 17:
The Budgets prepared by the Coffeyville plant for the Relevant Time Period.


       RESPONSE:



                                            6
...


      REQUEST FOR PRODUCTION NO. 18:
      The Capital Plan prepared by and for the Coffeyville plant, inclusive of the ISOM Unit,
      for the year 2014 and submitted to the Board of Directors of Coffeyville Refining and
      Marketing and/or its parents CVR Refming LLC or CVR Refming LP


             RESPONSE:



      REQUEST FOR PRODUCTION NO. 19:
      All Capital Plans prepared by the Coffeyville plant for the Relevant Time Period


             RESPONSE:



      REQUEST FOR PRODUCTION NO. 20:
      All communications between you and any agent, employee or representative of CVR
      Refming LLC and /or CVR Refming LP regarding the Budget of2014.


             RESPONSE:


      REQUEST FOR PRODUCTION NO. 21:
      All communications between you and agent, employee, or representative of CVR
      Refming LLC and/or CVR Refming LP regarding the Capital Plan of20 14.


             RESPONSE:

      REQUEST FOR PRODUCTION NO. 22:
      All documents evidencing any actual maintenance upon the valve/pump from which
      product leaked causing the Incident in Question.

             RESPONSE:


      REQUEST FOR PRODUCTION NO. 23:
      All documents evidencing any planned maintenance upon the valve/pump from which
      product leaked causing the Incident in Question.




                                                  7
'
      I

    ...                                                  ..



          REQUEST FOR PRODUCfiON NO. 23:
          All documents evidencing any actual maintenance upon the valve/pump from which
          product leaked causing the Incident in Question.

                RESPONSE:


          REQUEST FOR PRODUCTION NO.2:
          All docwnents evidencing any inspection of the valve/pump from which product leaked
          causing the Incident in Question during the Relevant Time Period.

                RESPONSE:




                                                   8
                                                                                                            Filed
                                                                                             5/28/2015 2:38:12 PM
                                                                                            Annie Rebecca Elliott
                                                                                                     District Clerk
                                                                                          Fort Bend County, Texas
                                                                                         Vanessa Vasquez

                                   CAUSE NO.lS-DCV-220330

DONALD R. COLLIER, JENNIFER J.                   §         IN THE DISTRICT COURT
COLLIER, DALE A. NIEMEYER, AND                   §
WENDY NIEMEYER                                   §
          Plaintiffs,                            §
v.                                               §         FORT BEND COUNTY, TEXAS
                                                 §
CVR ENERGY, INC. AND                             §
CVR REFINING, LP                                 §
          Defendants                             §         268TH JUDICIAL DISTRICT

             DEFENDANTS CVR ENERGY, INC. AND CVR REFINING. LP'S
                            ORIGINAL ANSWER

TO THE HONORABLE COURT:

       COME NOW, Defendants CVR Energy, Inc. and CVR Refining, LP ("Defendants"), and

tile their Original Answer, and would respectfully show the Court as follows:

                                                I.
                                        GENERAL DENIAL

        Pursuant to Tex. R. Civ. P. 92, Defendants generally deny the allegations contained in

Plaintiffs' Original Petition and demand strict proof by a preponderance of the evidence of all

Plaintiffs' allegations.

                                                II.

                                   AFFIRMATIVE DEFENSES

The Kansas Workers Compensation Bar

        The applicable workers compensation bar under Kansas law, which governs the claims in

this case, bars the claims in their entirety.

Intervening cause

        The injuries sustained and damages alleged in this case were the result of an intervening

cause not reasonably foreseeable to the Defendants.
Superseding cause

       The injuries sustained and damages alleged in this case were the result of a new and

independent superseding cause not reasonably foreseeable to the Defendants.

Comparative responsibility

       The damages claimed in this case should be reduced, or are rendered not recoverable at

all, by the comparative responsibility of the plaintiffs Donald Collier and Dale Niemeyer, their

employer Coffeyville Resources Refining and Marketing, LLC, and their employer's contractors,

subcontractors and suppliers.

                                            PRAYER

       WHEREFORE, PREMISES CONSIDERED, Defendants pray that Plaintiffs take nothing

by way of this suit, that Plaintiffs' claims be dismissed with prejudice to refile same, and that

Defendants receive any and all further relief to which they are entitled.




                                                      Phillip D. Sharp /
                                                      Texas State Bar
                                                      sharp@mdwjl.""""-"w~----
                                                  808 Travis Street, Suite 2000
                                                  Houston, Texas 77002
                                                  Telephone: (713) 632-1700
                                                  Facsimile: (713) 222-0101

                                              ATTORNEYS FOR CVR ENERGY, INC. AND
                                              CVR REFINING, LP
                               CERTIFICATE OF SERVICE

        I hereby certify that a true and correct copy of the foregoing instrument was served
pursuant to Rules 21 and 21 a of the Texas Rules of Civil Procedure, via fax and/or email on the
28th day of May, 2015, upon the following counsel of record:

       Gary M. Riebschlager                            Via e-mail: gary@riebschlagerlaw.com
       The Riebschlager Law Firm                                 andfacsimile: 713-228-2210
       80 I Congress, Suite 250
       Houston, TX 77002

       Richard L. Tate                                          Via email: rltate@tate-law.com
       Kristin Reis                                             Via email: kreis@tate-law.com
       Tate, Moerer & King, LLP                                   andfacsimile: 281-341-1003
       206 South Second Street
       Richmond, TX 77469
xxxxxxxxxxxxxxx -COMM. JOURNAL- xxxxxxxxxxxxxxxxxxx DATE MAY-28-2015 xxxxx TIME 15:37                                                       xxxxxxx~
      MODE = MEMORY TRANSMISSION                                              START=MAY-28 15:34                           END=MAY-28 15:37
       FILE N0,;::599
STN   COMM.             STATION NAME/EMAIL ADDRESS/TELEPHONE NO.                                       PAGES                  DURATION
NO.
001     OK              5###9567132282210                                                              004/004                00:01:13
002     OK              n###9562813411003                                                              004/004                00:00:41


                                                                                             -MDJW
xxxxx KM-Fl060 ********************* _                                                    - xxxxx -                                      - *********



                            MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P.
                                                             ATTOR.'\'F:YS AT LAW
                                                             Wiels 8p<l'$on Suilding
                                                             SOS Tnl,il St. 20'' Floor
                                                              Hou,ton. T ex~ 77002
                                                            Telephone: (713)632-1700
                                                            Foesimile: (713) :!12oll10l


                                                    FACSIMILE TRANSl\USSION

                    DATE: _ _....::S::.:
                                     I2i:!!8::..!
                                             /l~  S-'- - - - - -


                    TO:    Gary M. Ricbschl:ager                                             Facsimile No.: 713-2Z8-Z210
                           The Ricbschlagcr Law Firm

                           Richnrd L. Tate                                                   Facsimile No.: 281-341-1003
                           Kristin Rels
                           Tate, 1\tocrcr & King. LLP


                    FROl\1: _ _~P~hi~ll~ip~S~h~:a~ry~------------------------------

                    RE:    Cause i'\o. 15-DCV-220330; Do11ald Collier, et al v. CVR Energy, Inc. , eta/.; In the
                           168 1 ~ Judicial District Court of Fort Bend County, Texas


                    CLTENT/MA TIER: _ _-!1~
                                          92"-"7~
                                                -0!.!!0~
                                                       04:!...
                                                         · ____ *RETURN TO:                      _...!:K
                                                                                                       ~~!.!.
                                                                                                           th~'w
                                                                                                               ' B
                                                                                                                 !!:/'-1.!....
                                                                                                                       !. 7 _____

                    "MESSAGE:

                           Please sec anached   Origin~!   Answer.

                    No. of Pages Sent iucluding cover shect:.---'4"----

                    lf you had :my problems receiving this f~x transmission, or if you did not         receiv~ th~     complel<!
                    fax, ph:ase call (713) 632-1798 immediately. Thank you.




                                                  CO~TACTCHERYLTHO~~TO~fORCHANG~S
8. a     Corporation                                                           Service of Process
                                                                               Transmittal
                                                                               05/18/2015-.
                                                                               cr.Log Nurriber 527144289
  'to=     John Walter
           CVR Enei'JY, Inc.
           1oE Cambrtdge.·ctrcle Dr Ste 250
           Kansas Cfcy;. KS 66103-1393

  RE:      Process Served in Texas
  FOR:     CVR ~ei'BY, l_nc. (DomeStic State: DE)




  ENCLOSED ARE COPIES OF LEGAL PROCESS REcEIVED BY THE STATUTORY AGErn' OF THE ABGVI! COMPANY AS FOI.I.OVftk

  TITLE D_F:ACTIONt                   Donald R CoUter,.~t al., Pltfs. vs. CVR.Energy, Jnc. an.d CVRieftntng LP, Dfts.
  DOCUJI..-r(S) 8EilVJmf              Citatlon1 Certfflcate. Petition; RequJ!St,. lns.tructfQns
  COURT/AGENCYr                      ·z68th Judidal, Dtstrtct Court Fort Bend Countv.,1 TX
                                     case #.15DCV220330          ·    · -·          '
  NATU~ OF ACTION&                    Plaintiff. sl)stafh damages· ~Lie tQ vl9latton ·of relatfonsh!p·of·CRMM and ·cVR
  ON WHOM PRGCEB8 WAS SERVED:         C T Corporation Syst~m, Dallas, TX
  DATI! A~D HOU~ OP 8ERVII;I!i        By Certified Mallon 05i18/.2015' postmarked: "Not Post Marked"
  .IURI8DicTION SERVED J             Texas
  APf'.I!AIWtCI! a~ ~St!'ER DUEl      By 10:0'0 a.m.· on the Monday next after the expiration of 20 days.
  A1TORiiEYC8) 18ENDER(S)a            Gary M. Riebschtager
                                      The Riebschlager Law Firm PC
                                      801 Congress
                                      Suite 250
                                      Houston, TX 77002
                                      2_81.-904~1404

  ACTiON ITEMSt                      ·soP. Papers Wltb1i"ansmlttal, vta Fed Ex 2 .Day, 780681139525
                                      Image SOP.
                                      Efmiil Nottflcation, ·John Walter jwalter®evrenergy.com
                                      Email Notfflcatic;)n, Allen ~nes .ajones®cvrenetgy.cqm
                                      Email· Notfffcatfon, Connie Fitzmaurice cfltzmauffce®CVREnergy.com
  'SIGNEDt                            c T Corporation Syste~
   ADDRESat                           199.9 Bryan Street
                                     .Suite 900
                                      Dallas, TX 75201
  TELEPiiONEa                         214-932·3~1




                                                                               Page-1 of      1/~D~·

                                                                                lnformat1on dlspliyed on this t~nsmlttalls for q CoJ'lX)I'at1ol'\'s
                                                                                record ~'"!l P~:OiliY.~d Is_ p~de~- to the -rec~fent for
                                                                               .quick reference. 1fl1s Information does not canstlblte a tegal
                                                                                optftfon u to the nature. ofacttoni th.G amaunt of d~. the
                                                                                answer date; or. any ~ormadon contatned fn the dottl'nents
                                                                                themselves. Reclpfe"t Is ~ndtte for lnterpretln!J said
                                                                                dcatments and'for taking appropriate action; SIJI.latures Ol'!
                                                                                certified mall receipts confirm receipt af padcase artly, not
                                                                               contents•
                             i-------
                                                    CER71RED iviAJL        ®
ANNIE REBECCA ELLIOTT        1 ·.
FORT BEND COUNTY
DISTRICT CLERK
301 JACKSON                  : : .-: IIIII 1111111 I · '-j
                                                                                      J
RICHMOND, TX 77469
                             )                   9lf:L4 72bb 9904 295b 2259 2:L
   OFFIClALBUSINBss
   Pcnrlry tor Pnv.atc Use
                                     __
                             {..__....    , ..    RETURN RECEIPT REQUESTED
                                                 -~                               ~




                                                          CVR ENERGY INC
                                                          C/0 CT CORPORATION SYSTEM
                                                          1999 BBXAN ST. SUITE 900
                                                          ~ ~       75201-3136




                                                                                                                   ·,
                                                                                          :·(jl_jfllt,t ~frn!··,jn(,1{utl~lit• ;h.lll'ullliJLft ·.f···'
                                                                                                               ._________________ _j
                                                       /
SERVICE FEE COLLECTED
  BY 0\STR\CT CLERK                       THE STATE OF TEXAS

                                                 CITATION

   TO:   CVR ENERGY INC
         C/0 CT CORPORATION SYSTEM
         1999 BRYAN ST. SUITE 900
         DALLAS TX 75201-3136

   NOTICE:

           You have been sued. You may employ an attorney. If you or your attorney do not file a written
   answer with the clerk who issued this citation by 10:00 a.m. on Monday next following the expiration of
   twenty days after you were served this citation and PLAINTIFF'S ORIGINAL PETITION filed on January 12,
   2015, a default judgment may be taken against you. Said answer may be filed by mailing to the District
   Clerk's Office at 301 Jackson Street, Richmond, Texas 77469, or by bringing said answer to the physical
   address at 1422 Eugene Heimann Circle, Richmond, Texas 77469. We are located on the first floor of the
   Courthouse building.


             The case is presently pending before the 268TH JUDICIAL DISTRICT COURT of Fort Bend County
   sitting In Richmond, Texas, and was filed on January 12, 2015. It bears cause number 15-DCV-220330 and
   is styled:

   DONALD R COLLIER, JENNFIER J COLLIER, DALE A NEIMEYER AND WENDY NEIMEYER VS CVR
   ENERGY INC. AND CVR REFIINING, LP.

          The name and address of the attorney for PLAINTIFF Is:

   GARY M. RIEBSCHLAGER
   THE RIEBSCHLAGER LAW FIRM, PC
   801 CONGRESS, SUITE 250
   HOUSTON, TX 77002
   713-980-5300


         The nature of the demands of said PLAINTIFF is shown by a true and correct copy of the
   PLAINTIFF'S ORIGINAL PETITION accompanying this citation and made a part hereof.




                                                SERVICE
,   '
        15-DCV-220330                                      268th Judicial District Court
        Donald R Collier, Jennfier J Collier, Dale A Neimeyer and Wendy Neimeyer vs CVR Energy Inc. and CVR
        Refllnlng, LP.

                                              CERTIFICATE OF DELIVERY BY CERTIFIED MAIL

                 Came to hand on the 8th day of April. 2015 at 4:39 P.M. o'clock and executed at 1999 BRYAN
        ST. SUITE 900 DALLAS TX 75201-3136, on the 14th day of May. 2015, by delivering to the within named
        CVR ENERGY INC. by registered or certified mail, with delivery restricted to addressee only, return receipt
        requested, a true copy of this citation together with the accompanying copy of the petition were attached
        thereto.

        Service Fee.........      sso.oo
        CMRR# 9414 7266 9904 2956 2259 21



                                                                                      DISTRICT CLERK ANNIE REBECCA ELLIOTT
                                                                                      Fort Bend County, Texas



                                                                                       By:·--.....,.-..,......-..,....-.....,.....-~~~-­
                                                                                             Deputy District Clerk Jennifer E Melendez

        •state day and hour and place of serving each person.

        COMPLETE IF YOU ARE A PERSON OTHER THAN A SHERIFF. CONSTABLE. OR CLERK OF THE COURT.
        In accordance with Rule 107: The officer or authorized person who serves, or attempts to serve, a citation shall sign the return. The
        signature Is not required to be verified. If the return Is signed by a person other than a sheriff, constable, or the clerk of the court, the
        return shall be signed under penalty of pe~ury and contain the following statement:




        - - - - - - - - - - - • and my address is _ _ _ _~---=-=--~~---------
                                                         (Street, City, Zip)



        I DECLARE UNDER PENALTV OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT.

        Executed i n - - - - - - - - - - - - - County, State of _ _ _ _ _ _ _ _ _ _ _ _ _ __.
        on~edaym        ___________________


                                                                                 Declarant/ Authorized Process Server


                                                                                 (ld # & expiration of certification)




                                                                SERVICE
                                                                     ·,.                 .    ,,~~:~~-   .'
        Citation (By Certified Mail) issued to CVR Energy Inc. on 5/1412015.
Tab 5
                                                                                                             Filed
                                                                                              5/28/2015 2:38:12 PM
                                                                                             Annie Rebecca Elliott
                                                                                                      District Clerk
                                                                                           Fort Bend County, Texas
                                                                                          Vanessa Vasquez

                                   CAUSE NO. 15-DCV-220330

DONALD R. COLLIER, JENNIFER J.                   §         IN THE DISTRICT COURT
COLLIER, DALE A. NIEMEYER, AND                   §
WENDY NIEMEYER                                   §
          Plaintiffs,                            §
v.                                               §         FORT BEND COUNTY, TEXAS
                                                 §
CVR ENERGY, INC. AND                             §
CVR REFINING, LP                                 §
          Defendants                             §         2(;8TH JUDICIAL DISTRICT

             DEFENDANTS CVR ENERGY. INC. AND CVR REFINING. LP'S
                            ORIGINAL ANSWER

TO THE HONORABLE COURT:

        COME NOW, Defendants CVR Energy, Inc. and CVR Refining, LP ("Defendants"), and

file their Original Answer, and would respectfully show the Court as follows:

                                                I.
                                        GENERAL DENIAL

        Pursuant to Tex. R. Civ. P. 92, Defendants generally deny the allegations contained in

Plaintiffs' Original Petition and demand strict proof by a preponderance of the evidence of all

Plaintiffs' allegations.

                                                II.

                                   AFFIRMATIVE DEFENSES

The Kansas Workers Compensation Bar

        The applicable workers compensation bar under Kansas law, which governs the claims in
this case, bars the claims in their entirety.

Intervening cause

        The injuries sustained and damages alleged in this case were the result of an intervening

cause not reasonably foreseeable to the Defendants.
Superseding cause

       The injuries sustained and damages alleged in this case were the result of a new and

independent superseding cause not reasonably foreseeable to the Defendants.

Comparative responsibility

       The damages claimed in this case should be reduced, or are rendered not recoverable at

all, by the comparative responsibility of the plaintiffs Donald Collier and Dale Niemeyer, their

employer Coffeyville Resources Refining and Marketing, LLC, and their employer's contractors,

subcontractors and suppliers.

                                            PRAYER

       WHEREFORE, PREMISES CONSIDERED, Defendants pray that Plaintiffs take nothing

by way of this suit, that Plaintiffs' claims be dismissed with prejudice to refile same, and that

Defendants receive any and all further relief to which they are entitled.




                                                     Phillip D. Sharp .
                                                     Texas State Bar
                                                     sharp@mdwjl w n
                                                  808 Travis Street, Suite 2000
                                                  Houston, Texas 77002
                                                  Telephone: (713) 632-1700
                                                  Facsimile: (713) 222-0101

                                              ATTORNEYS FOR CVR ENERGY, INC. AND
                                              CVR REFINING, LP
                                 CERTIFICATE OF SERVICE

        I hereby certify that a true and correct copy of the foregoing instrument was served
pursuant to Rules 21 and 21 a of the Texas Rules of Civil Procedure, via fax and/or email on the
28th day of May, 2015, upon the following counsel of record:

            Gary M. Riebschlager                        Via e-mail: gary@riebschlagerlaw.com
            The Riebschlager Law Firm                             andfacsimile: 713-228-2210
            80 I Congress, Suite 250
            Houston, TX 77002

            Richard L. Tate                                     Via email: rltate@tate-Jaw.com
            Kristin Reis                                        Via email: kreis@tate-law.com
            Tate, Moerer & King, LLP                              andfacsimile: 281-341-1003
            206 South Second Street
            Richmond, TX 77469




1927-0004
1339195
xxxxxxxxxxxxxxt -COMM. JOURNAL- xxxxxxxxxxxxxxxxxxx DATE MAY-28-2015 xxxxx TIME 15:37                                                                 xxxxxxx~
      MODE = MEMORY TRANSMISSION                                           START=MAY-28 15:34                                      END=MAY-28 15:37
       FILE N0.=599
STN   COMM.           STATION NAME/EMAIL ADDRESS/TELEPHONE NO.                                         PAGES                          DURATION
NO.
001     OK            fi###9567132282210                                                               004/004                        00:01:13
002     OK            5###9562813411003                                                                004/004                        00:00:41


                                                                                          -MDJW
xxxxx KM-F1060 xxtxxxxxxxxxxxxxxxxxx _                                                 - xxxxx -                                                 -   XXX'I:XXXXX




                           MARTIN, DISIERE, JEFFERSON & WISDOM, L.L.P.
                                                          ATTOR..'-'EYS AT LA \II
                                                          Niels Esperson Buildins
                                                          SOS Trovis SL, ~o·• Floor
                                                           Hou,wn. Tn:> 7700~
                                                         Tcl: phonc; (713) 612- 1700
                                                         F><>imilt' (713) ~.0101


                                                  FACSTl\tlLE TRANSl\onSSION

                  DATE: _ _..::S~/Z:.llfl:..!/l~S_ _ _ _ _ __


                  TO:    G:~ry 1\1, Ricbschlnger                                          Facsimile No. : 713-228-2210
                         The Ricbschlngcr Law Firm

                         Riclulrd L. Tote                                                 Facsimile No.: 281-341-1003
                         Kristin Rels
                         Tntc, Moercr & King, LLP


                  FROM: _ __._P""hi""ll'-'-ip,_,S"-'-h:.::3.:.Jrp"----------------------

                  RE:    Cause 1'\o. IS-DCV-220330; Do11ald Collier, eta/ v. CVR E11ergy, Inc., et al.; In the
                         268 1 ~ Judicial District Court of Fort Bend County, Texas


                  CLTENTfMA TTER: _ __,_1.<.:92,_,7""'-0""'0"'0•4---*RETURN TO:               _..:.;K::!::~,_th:J.>'..:.Bo:../1:...:7_ __

                  1\rESSAGE:

                         Please sec attached Original Answer.

                  No. of Pages Sent iocluding cover sheet:.....;;4:..,__

                  If you lud :my problems r.:ceiving this fax transmission, or if you did not receiv~ th~ complete
                  fax, pl.:ase calt (713) 632-1798 immcdi:ltcly. Thank you.




                                                CO!-.TACTCI!L'l.YL THOR.'ITON f0!4. CHANGES
Tab6
                                                                                                               Filed
                                                                                               6/1/2015 4:54:17 PM
                                                                                             Annie Rebecca Elliott
                                                                                                      District Clerk
                                                                                           Fort Bend County, Texas
                                                                                          Vanessa Vasquez

                                    CAUSE NO. 15-DCV-220330


DONALD R. COLLIER, JENNIFER J.                            §   IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                            §
WENDY NIEMEYER,                                           §
                                                          §
                      Plaintiffs,                         §
vs.                                                       §   FORT BEND COUNTY, TEXAS
                                                          §
CVR ENERGY, INC. and                                      §
CVR REFINING, LP,                               §
                                                          §
                      Defendants.                         §   268TH JUDICIAL DISTRICT

                          DEFENDANTS' MOTION TO DISMISS
                         BASED ON FORUM NON CONVENIENS

TO THE HONORABLE COURT:

       COME NOW the Defendants, CVR ENERGY, INC. ( 11 CVR Energy11) and CVR

REFINING, LP ("CVR Retining 11 ) (collectively, "CVR11), and pursuant to Chapter 71.051 of the

Texas Civil Practice & Remedies Code, move the Court to dismiss this litigation under the

doctrine of forum non conveniens. Kansas is a more reasonable and appropriate jurisdiction

because:

       1.      Maintenance of the action in Texas will work a substantial injustice to the

Defendants because the work-related accident occurred in Kansas and all witnesses to the

accident are in Kansas or in nearby Oklahoma;

       2.      Kansas has jurisdiction and will exercise that jurisdiction over all of the

Defendants associated with Plaintiffs' claim;

       3.     The balance of the private interests of the parties and the public interest of Texas

clearly favor of the claim being adjudicated in Kansas.

       In support of said Motion, the Defendants provide the accompanying Memorandum


                                                    -1-
which will establish that Kansas is a much more appropriate forum because Kansas is the

location of the parties, the place where the accident occurred, and the place of the employment

relationship between the Plaintiffs and Defendants' subsidiary. More important, the law of

Kansas should be applied to Plaintiffs' claims in this case.

       WHEREFORE, premises considered, Defendants ask that this case be dismissed on the

grounds of forum non conveniens so that it may be pursued, if anywhere, in the State of Kansas,

and that Defendants receive any and all li.uther relief to which they are justly entitled.




                                                       Houston,
                                                       Telephone: (713) 632-1700
                                                       Telefacsimile: (713) 222-0101
                                                       Email: sharp@mdjwlaw.com

                                               AITORNEYS FOR DEFENDANTS
                                               CVR ENERGY, INC. AND CVR REFINING, LP




                                                 -2-
                                  CERTIFICATE OF SERVICE

                I hereby certify that a true and correct copy of the foregoing instrument was
served pursuant to Rules 21 and 21 a of the Texas Rules of Civil Procedure, via fax and/or email
on the 151 day of June, 2015, upon the following counsel of record:

       Gary M. Riebschlager
       The Riebschlager Law Firm
       801 Congress, Suite 250
       Houston, TX 77002
       Email: gary@riebschlagerlaw.com

       Richard L. Tate
       Kristin Reis
       Tate, Moerer & King, LLP
       206 South Second Street
       Richmond, TX 77469
       Email: rltate@tate-law.com
               kreis@tate-Jaw.com

       Attorneys for Plaintiffs




                                              -3-
Tab7
                                                                                                              Filed
                                                                                              6/1/2015 4:56:03 PM
                                                                                            Annie Rebecca Elliott
                                                                                                     District Clerk
                                                                                          Fort Bend County, Texas
                                                                                         Vanessa Vasquez

                                    CAUSE NO. 15-DCV-220330


DONALD R. COLLIER, JENNIFER J.                            §   IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                            §
WENDY NIEMEYER,                                           §
                                                          §
                      Plaintiffs,                         §
vs.                                                       §   FORT BEND COUNTY, TEXAS
                                                          §
CVR ENERGY, INC. and                                      §
CVR REFINING, LP,                               §
                                                          §
                      Defendants.                         §   268TH JUDICIAL DISTRICT

                   MEMORANDUM IN SUPPORT OF
                  DEFENDANTS' MOTION TO DISMISS
  PURSUANT TO TEXAS CIVIL PRACfiCE & REMEDIES CODE CHAPTER 71.051

TO THE HONORABLE COURT:

       COME NOW the Defendants, CVR ENERGY, INC. ("CVR Energy") and CVR

REFINING, LP ("CVR Refining") (collectively, "CVR"), and submit this Memorandum in

Support of their Motion to Dismiss the claims and actions of the Plaintiffs under the Texas

doctrine of forum non conveniens, pursuant to Chapter 71.051 of the Texas Civil Practice &

Remedies Code.

       This Memorandum will establish that:

       I.     Maintenance of the action in Texas will work a substantial injustice to the

Defendants because the work-related accident occurred in Kansas and aJI witnesses to the

accident are in Kansas or in nearby Oklahoma;

       2.     Kansas has jurisdiction and will exercise that jurisdiction over all of the

Defendants associated with Plaintiffs' claim;

       3.     The balance of the private interests of the parties and the public interest ofTexas



                                                    -I-
clearly favor the claim being adjudicated in Kansas.

I.      FACTS.

        I.     Plaintiffs Donald R. Collier and Jennifer J. Collier are individuals who reside in

Independence, Kansas. (Petition, ,, 2 & 3.)

        2.     Plaintiffs Dale A. Niemeyer and Wendy Niemeyer are individuals who reside in

South Coffeyville, Oklahoma, which is immediately adjacent to Coffeyville, Kansas. (Id, ,, 4

&5.)

        3.     The Plaintiffs' cause of action addresses work injuries sustained in an accident by

Donald R. CoJiier and Dale A. Niemeyer, which occurred in the Coffeyville Refinery, located in

Coffeyville, Kansas. (ld, 11 14.) 1

        4.     Another employee, Greg Rigdon, died in the accident. (ld,, 14.)

        5.     Plaintiffs Donald R. Collier and Dale A. Niemeyer are employees of Coffeyville

Resources Refining & Marketing, LLC ("CRRM"), which is a subsidiary of these Defendants.

(Id, 11 13.)

        6.     CRRM is alleged to be a wholly-owned subsidiary ofCVR. (Id,, 12.i

        7.     Mr. Collier and Mr. Niemeyer received benefits under Kansas law, namely the

Kansas Workers' Compensation Act, K.S.A. 44-501, et. seq. (Exhibit I, 1J 3.)
                                                                                              3
        8.     Plaintiffs allege that because CRRM is a wholly-owned subsidiary of CVR , CVR

is liable for the torts ofCRRM. (Petition,, 18.)




        Actually, the accident created a fire rather than the explosion alleged in the Petition.
1
       Actually, CRRM is a wholly-owned subsidiary ofCVR Refining, LP. CVR Energy, Inc.
owns the General Partner and 66% of the Limited Partner units ofCVR Refining, LP; hence,
CRRM is not a wholly-owned subsidiary ofCVR Energy, Inc.

                                                 -2-
       9.      Although Plaintiffs have alleged that CVR committed acts of negligence, no

specific negligence allegations of any type are asserted in their Petition. (Id, ~ 19.)

       10.     CVR Energy, Inc. and CVR Refining, LP, are in good standing with and

registered to do business in Kansas. (Exhibit 1, ~' 8-9.) As such, both are amenable to service

of process through their registered agent in Kansas. (Jd)

II.    ISSUES.

       Upon receipt of a written § 71.051 motion, this Court shall determine whether to stay or

dismiss the claim or action under the doctrine of forum non conveniens. If this Court determines

that in the interest ofjustice and for the convenience of the parties, the Plaintiffs' claim would be

more properly heard in a forum outside this state, "the court shall decline to exercise jurisdiction

under the doctrine of forum non conveniens and shall stay or dismiss the claim or action." (Tex.

St. § 71.051(b); emphasis supplied.)

       In determining whether to grant a motion to stay or dismiss an action under the
       doctrine of forum non conveniens, the court shall consider whether:

               (1) an alternate forum exists in which the claim or action may be tried;

               (2) an alternative forum provides an adequate remedy;

             (3) maintenance of the claim or action in the courts of this state-Texas--
       would work a substantial injustice to the moving party;

               (4) the alternate forum, as a result of the submission of the parties or
       otherwise, can exercise jurisdiction over all the defendants properly joined to the
       plaintiff's claim;
               (5) the balance of the private interests of the parties and the public interest
       of the state predominate in favor of the claim or action being brought in an
       alternate forum, which shall include consideration of the extent to which an injury
       or death resulted from acts or omissions that occurred in this state; and




       See fit. 2 above. Independent of this factual inaccuracy, this allegation incorporates an
incorrect statement of the law, whether applying the Jaw of Texas or Kansas.
                                                 -3-
               (6) the stay or dismissal would not result in unreasonable duplication or
       proliferation of litigation. (Id)

       Texas Civil Practice & Remedies Code.§ 71.051(e) concludes:

       The court shall dismiss a claim under Subsection (b) if the court finds by a
       preponderance of the evidence that a party was joined solely for the purpose of
       obtaining or maintaining jurisdiction in this state and the party's claim would be
       more properly heard in a forum outside this state.

       Consideration of the section these factors reflects that Kansas is clearly a superior and

appropriate forum to resolve the issues presented in Plaintiffs' Petition.

III.   KANSAS IS MORE APPROPRIATE AND MORE CONVENIENT TO THE
       PARTIES.

       Forum non conveniens is an equitable doctrine exercised by courts to prevent the

imposition of an inconvenient forum on a litigant. Exxon Corp. v. Choo, 881 S.W.2d 301,302 n.

2 (Tex. 1994). "A 'foreign forum' is available when the entire case and all the parties can come

within the jurisdiction of that forum." In re Dauajare-Johnson, 20 14 WL 3401094 (Tex. App.-

Hous. 14th Dist.). Texas courts hold that another forum is available if the defendant submits to

the jurisdiction of the other forum. In re BPZ Resources, Inc., 359 S.W.3d 866, 873 (Tex. App.-

Hous. 14th Dist 20 12).

       CVR Energy, Inc. and CVR Refining, LP, are both amenable to jurisdiction in Kansas.

Both entities are registered in the State of Kansas (Facts, -;I 10). CVR Energy, Inc. has appeared

in the courts in Kansas many times. CVR Refining, LP has not yet litigated in the State of

Kansas but is registered in and amenable to the jurisdiction of Kansas and would have no valid

objection to the jurisdiction of Kansas.

        Once the defendant establishes that an available alternative forum exists, the plaintiff

must prove that the available alternative forum is, for some reason, inadequate. Sarieddiene v.



                                                 -4-
Moussa, 820 S. W.2d 837, 839 (Tex. App.-Dallas 1991 ), writ denied. The Court should note that

none of the Plaintiffs in this case are Texas residents. That point is worth noting because "A

nonresident plaintifrs • . . choice of forum is afforded substantially less deference under the

forum non conveniens doctrine." Sinochem Int'l Co. v. Malaysia lnt'l Shipping Corp., 549 U.S.

422, 430 (2007); Quixtar v. Signature Mgmt. Team, LLC, 315 S.W.3d 28, 31 (Tex. 2010).

Moreover, the specific nature of the remedies within the more appropriate jurisdiction is not

entitled to consideration. "[T]hat the substantive law of an alternate forum may be less favorable

to the plaintiff is entitled to little, if any, weight. 11 In re Pirel/i Tire, LLC, 247 S.W.3d 678.

IV.    THE GULF OIL FACTORS STRONGLY MANDATE DISMISSAL IN FAVOR OF
       A KANSAS FORUM.

        If there is an alternative forum, which there is in this instance, the court must then

consider the private and public interest factors set forth in Gulf Oil Corp. v. Gilbert, 330 U.S.

501, 508-9 (1947). The Texas courts apply the Gulf Oil factors in the forum non conveniens

analysis. Quixtar, Inc., 315 S.W.3d at 33-34; Pirel/i Tire, LLC, 247 S.W.3d at 676-77. The

private interest factors of Gulf Oil Corp., 501 U.S. at 508, include:

                (1)     the relative ease of access to sources of proof;

               (2)     the availability of compulsory process for attendance of unwilling
        witnesses, and the cost of obtaining attendance of willing witnesses;

               (3)      the possibility of a view of the premises, if a view would be
        appropriate to the action;

                (4)     the enforceability of a judgment once obtained; and

               (5)    all other practical problems that make trial of the case easy,
        expeditious and inexpensive.

(/d)




                                                   -5-
       1.      Access to the Sources of Proof Clearly Favor Kansas.

       Plaintiffs' cause of action relates to an accident which occurred at CRRM's Coffeyville

refinery in Coffeyville, Kansas.   (Facts,~   3.) The pump at issue remains in Kansas. (Exhibit I,

,5.) All witnesses to the accident are CRRM employees who were on the refinery premises on

the date ofthe accident. (Exhibit I,, 6.) The investigation ofthe pump failure and causes ofthe

accident were being undertaken at the refinery in Kansas or in Lee's Summit, Missouri. (Exhibit

I,, 5.) Plaintiffs' treating physicians, health care providers and hospitals are all either in Kansas
or the adjacent areas of Tulsa, Oklahoma. (Exhibit I, 1 7.) Because the Plaintiffs' Petition is not

specific as to any allegations of negligence, it is clear that any potential and possible negligence

or sources of proof related to negligence would be at or near CRRM's Coffeyville refinery. All

issues related to Plaintiffs' injuries, treatment and recovery, are also in Kansas or adjacent areas

of Oklahoma. None of the 11sources of proof' associated with the accident exist in Fort Bend

County or, for that matter, in Texas.

       2.      Availability of Compulsory Service.

       Compulsory service in Kansas is available for all participants in and witnesses of the

accident of July 29, 2014. The cost of compelling witnesses to appear in a Kansas court is

negligible. The cost of obtaining willing witnesses to appear in a Kansas court from nearby

Oklahoma is negligible.

       Conversely, Texas cannot, by compulsory process, compel the attendance of any witness

residing in Kansas or Oklahoma. Even the cost of attendance of witnesses who would appear in

Texas voluntarily is substantially greater, because all would require travel of almost 600 miles
from Coffeyville, Kansas, and its environs to Fort Bend County.




                                                  -6-
       3.      Possibility of a View of the Premises.

       While it is presently difficult to determine whether a view of the premises will be

necessary, that ability only exists in an action which would be brought in the State of Kansas. A

Fort Bend County action cannot, under any circumstances, make a view of the premises of the

accident available to a fact finder.

       4.      Enforceability of a Judgment and Other Practical Problems.

       Obviously, a judgment obtained in either Kansas or Texas would be equally enforceable

and valid. However, practical considerations would make trial of Plaintiffs' litigation much more

easy, expeditious and inexpensive in Montgomery County, Kansas. Montgomery is the county

in which the Colliers reside, the refinery exists, the employee-witnesses observed the incident,

and much of the medical care was provided. Moreover, Montgomery County, Kansas is the situs

of the employment relationship between the Plaintiffs and CRRM which is at the heart of the

cause of action.

V.      GULF OIL PUBLIC INTEREST FACTORS FAVOR KANSAS.

        Gulf Oil identified the following public interest factors which should be considered in a

forum non conveniens determination:

                (1)     administrative difficulties flowing from court congestion;

               (2)     the burden of jury duty imposed on the citizens of the community
        with no relation to the litigation;

               (3)      local interest in having localized controversies decided at home;
       and

              (4)     the avoidance of unnecessary problems in conflicts of law, or in
       the application of foreign law.

Gulf Oil, 330 U.S. at 508-09.



                                                -7-
        1.        Administrative Difficulties Favor Kansas.

        While Fort Bend County enjoys a new, large and efficient courthouse, Montgomery

County, Kansas will have no administrative difficulties whatsoever. Court congestion in rural

Kansas counties, such as Montgomery County, is nonexistent. Montgomery County, like most

Kansas rural counties, has few civil lawsuits, fewer civil cases that go to trial, and fewer still

cases that go to jury trial. Montgomery County is a close, uncongested, and rural venue with a

vital interest in the litigation. Montgomery County is the venue in which the majority of the

witnesses and treating physicians reside.

        2.        The Burden of Jury Duty.

        There would appear to be no reason why jury duty should be imposed on 12 Texas

citizens, where the accident, the relationship between the parties, the injuries and the losses

associated therewith, have absolutely no relationship to Fort Bend County or, for that matter, to

Texas. Plaintiffs are all residents of Coffeyville, Kansas, or reside just over the Oklahoma state

line. CRRM•s refinery operates exclusively in Kansas. The accident occurred in Kansas. The

accident participants and witnesses are located in either Kansas or in nearby Oklahoma towns.

Texas simply has no relationship to the incident, the Plaintiffs, the employment relationship, or

the litigation.

        3.        Local Interest in Having Localized Controversies Decided at Home.

        Kansas is the state in which the accident occurred, the employment relationship existed,

and the state in which workers' compensation benefits were obtained. The significance of

Kansas• regulatory interest weighs heavily in favor of Kansas as the appropriate forum. Kansas

has every right to govern and regulate work-related injuries which call into play its tort law and

its statutory scheme of workers' compensation benefits. Indeed, when such benefits have already


                                                -8-
been provided to each of these Plaintiffs, Kansas has a strong regulatory interest in determining

and resolving any remaining issues which might be addressed, such as statutory immunity,

workers' compensation liens, and the like.

VI.    AVOIDANCE OF mE APPLICATION OF FOREIGN LAW.

       A forum non conveniens analysis favors conducting the trial in a court that is familiar

with the law that will govern the case. See, Gulf Oil, 330 U.S. at 509 (1947); In re Dauajare-

Johnson, 2014 WL 3401094, *10 (Tex. App.-Hous. 14th Dist.). "There is an appropriateness,

too, in having the trial of a diversity case in a forum that is at home with the state law that must

govern the case." Duncan v. Cessna Aircraft Co., 665 S.W.2d 414,421 (Tex. 1984).

       "The fifth statutory factor of Section 71.05 1 requires consideration of whether the forum

is at home with the law that governs the case and, therefore, whether a choice of law analysis is

necessary." Schippers v. Mazak Props., Inc., 350 S.W.3d 294, 300 (Texas. App.-San Antonio

2011, pet. denied).

       In determining the law which is applicable, Texas follows the "most significant

relationship" test for personal injury lawsuits. Liberty Mut. Ins. Co. v. Transit Mix Concrete &

Materials Co., 2013 WL 3329026, *5 (Tex. App.-Texarkana). That "most significant

relationship" test involves three levels. The first level, as stated in Section 6 of the Restatement

of Conflict of Laws, involves a general test which weighs the competing policy interests of the

different jurisdictions. Vanderbilt Mortg. & Fin., Inc. v. Posey, 146 S.W.3d 302, 313 (Tex. App.-

Texarkana 2004, no pet.). Section 6 requires the consideration of:

       (a) the needs of the interstate and international systems,

       {b) the relevant policies of the forum,

       (c) the relevant policies of other interested states and the relative interests of
          those states in the determination of the particular issue,

                                                 -9-
       (d) the protection ofjustified expectations,

       (e) the basic policies underlying the particular field of law,

       (f) certainty, predictability and uniformity of result, and

       (g) ease in the determination and application of the law to be applied.

Kansas clearly has the greatest interest in and need to govern the legal ramifications of

employment accidents occurring to Kansas residents within its borders. Kansas policies will

govern the expectations of the parties, the certainty, predictability and uniformity of the results.

       The second level of the analysis is equally important, particularly in a tort case. That

involves Section 145 of the Restatement 2d of Conflict of Laws (1971). There, Section 145

emphasizes the following four factors:

       (a) the place where the injury occurred,

       (b) the place where the conduct causing the injury occurred,

       (c) the domicil[e], residence, nationality, place of incorporation and place of
           business of the parties, and

       (d) the place where the relationship, if any, between the par[ties] is centered.

Kansas is the place where the injury occurred, the place where the conduct causing the injury

occurred, the residence of the Plaintiffs Collier, the place of the business of CRRM, and the

place where the employment relationship between the parties existed. Kansas law will apply.

Kansas law will determine the rights and liabilities of the parties. Unless, with respect to the

particular issue, some other state has a more significant relationship in an action for a personal

injury, the local law of the state where the injury occurred typically determines the rights and

liabilities of the parties. Liberty Mut. Ins. Co. v. Transit Mix Concrete & Materials Co., 2013

WL 3329026, *6 (Tex. App.-Texarkana). Moreover, "it is the plaintitl's residence at the time of


                                                 -10-
the injury, not at the time of filing, that is relevant." Tullis v. Georgia-Pacific Corp., 45 S.W.3d

118, 127 (Tex. App.-Fort Worth 2000). In some cases, the place of the injury is deemed so

important that it has been considered the appropriate forum, even where all parties are Texas

residents. In Liberty, the court detennined that Arkansas was the appropriate jurisdiction to hear

the case because it was the place of (I) the injury and (2) the conduct causing the injury, even

though the Texas employee was allegedly injured by the negligence of his Texas employer.

VII.   FORUM SELECTION IS INDEPENDENTLY DETERMINED WITHOUT A
       "BURDEN OF PROOF" ALLOCATION.

       The Court should note that Tex. St. 71-051(b) was enacted in 2003. Since then, the Texas

Supreme Court has held that the new statute states that a Texas trial court "shall dismiss" where

the Texas forum would work a substantial injustice to the defendant corporation. Ensco Offshore

Int'l. Co., 311 S.W.3d 921 (Tex. 2010). Moreover, the Texas Supreme Court has also held that,

unlike the earlier version of the statute, the 2003 version of the forum non conveniens statute

"does not contain language placing the burden of proof on a particular party in regard to the

factors." (Jd, at 927; In re Gen. Elec. Co., 271 S.W.3d 681, 687 (Tex. 2008).) Because

substantial justice requires that a motion to dismiss based on forum non conveniens be reviewed

prior to trial, a large number of mandamus applications have been decided under that statute. In

reviewing the decisions of the Texas Supreme Court and the Texas Court of Appeals, it is clear

that Texas favors dismissals based on forum non conveniens in any action in which the litigation

would and should have been brought in the jurisdiction in which the employment relationship or

injury occurred. In re BPZ Resources, Inc., 359 S.W.3d 866 (Houston-14th Dist. 2012)(Crew

members of a Peruvian oil tanker's cause of action dismissed to allow litigation in Peru.

Allegations in that case that decisions by a parent company in Houston to step up production or



                                                -11-
avoid maintenance were insufficient to retain the Houston forum.) Schippers v. Mazak Props.,

Inc., 350 S.W.3d 294 {Texas. App.-San Antonio 201l){Dismissal of wrongful death action

related to Texas airplane crash, where Florida was location of survivors of the passengers killed,

the Florida plane, and the Florida owner.) Mantle Oil & Gas, LLC, 426 S.W.3d 182 (Houston-1st

Dist. 2012)(Dismissal of Louisiana residents affected by the blowout of a Louisiana oil well

operated by a Texas limited liability company in favor of Louisiana jurisdiction.) Sammons &

Berry, P.C. v. Nat'/ Indem. Co., 2014 WL 3400713 (Tex. App.-Hous. 14th Dist.)(Texas lawsuit

dismissed in favor of New Mexico, where accident, accident participants, and employment

relationship all existed in New Mexico and not in Texas.)

VIII. CONCLUSION

       In litigation between Kansas parties over an accident that occurred in Kansas related to an

employment relationship in Kansas, for which Kansas law will apply, a petition filed in Fort

Bend County, Texas has little, if any, relationship to the cause of action. This Court should

dismiss Plaintiffs 1 cause of action pursuant to Tex. Civ. Prac & Rem. Code§ 71.05l(b) in favor

of the filing of this cause of action in Montgomery County, Kansas.

       WHEREFORE, premises considered, CVR Energy, Inc. and CVR Refining, LP reiterate

their plea that this case be dismissed in light of the forum non conveniens factors outlined herein,

that the case be allowed to proceed, if at all, in the state of Kansas, and that the Defendants

receive any and all further relief to which they are entitled




                                                       Phillip D. Sh
                                                       Texas State B No.

                                                -12-
                                                     808 Travis, 20th Floor
                                                     Houston, TX 77002
                                                     Telephone: (713) 632-1700
                                                     Telefacshnile: (713) 222-0101
                                                     Email: sharp@mdjwlaw.com

                                            ATTORNEYSFORDEFENDANTSCVR
                                            ENERGY, INC. AND CVR REFINING, LP


                                  CERTIFICATE OF SERVICE

        I hereby certify that a true and correct copy of the foregoing instrument was served
pursuant to Rules 21 and 21 a of the Texas Rules of CiviJ Procedure, via fax and/or email on the
151 day of June, 2015, upon the following counsel of record:

       Gary M. Riebschlager
       The Riebschlager Law Firm
       801 Congress, Suite 250
       Houston, TX 77002
       Email: gary@riebschlagerlaw.com

       Richard L. Tate
       Kristin Reis
       Tate, Moerer & King, LLP
       206 South Second Street
       Richmond, TX 77469
       Email: rltate@tate-law.com
               kreis@tate-law.com

       Attorneys for Plaintiffs




                                              -13-
EXHIBIT 1
                                CAUSE NO. 15-DCV-220330


DONALD R. COLLIER, JENNIFER J.                  §   IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                  §
WENDY NIEMEYER,                                 §
                                                §
                    Plaintiffs,                 §
vs.                                             §   FORT BEND COUNTY, TEXAS
                                                §
CVR ENERGY, INC. and                            §
CVR REFINING, LP,                               §
                                                §
                    Defendants.                 §   268TH JUDICIAL DISTRICT


                         AFFIDAVIT OF EDMUNDS. GROSS


STATE OF KANSAS   )
                  ) ss:
COUNTY OF JOHNSON )

      COMES NOW the affiant, who Is of sound mind and majority, and after first being

placed upon his oath, states:

      1.     I, Edmund S. Gross, served as the General Counsel to CVR Energy, Inc••

CVR Refining, LP. and Coffeyville Resources Refining & Marketing. LLC ("CRRM 11), for

a number of years prior to my retirement on December 31, 2014.

      2.     I have personal knowledge of the facts and lnfonnation provided below,

and I am competent to testify conceming these matters.

      3.     The accident which injured Donald R. Collier and Dale A. Niemeyer

occurred while they worked at the refinery of Coffeyville Resources Refining &
Marketing, LLC, all In Coffeyville, Kansas, on July 28, 2014.     Two other CRRM




                                          -1-
employees were also injured, one fatally, in the accident. All employees or their families

received workers' compensation benefits for the injuries and losses sustained.

      4.     The accident occurred when one of CRRM's pumps within the refinery,

P-2217, experienced a shaft seal failure which caused the release of a volatile vapor
which Ignited.

      5.     The Investigation of the pump failure was undertaken at the refinery in

Coffeyville, Kansas and at a shop located In Lee's Summit, Missouri. The pump, which

is estimated to weigh 1,000 pounds, Is stored in Coffeyville, Kansas.

      6.     All witnesses to the accident were either CRAM employees who were at

work at the time, or medical or emergency personnel from the Coffeyville, Kansas area

who arrived soon thereafter.

       7.        I believe that the majority of the physicians, heaHhcare providers and

hospitals that Initially cared for Mr. Collier and Mr. Niemeyer are either in Kansas or in

the adjacent areas of Tulsa, Oklahoma.

       8.        CVR Energy, Inc. Is registered to do business and doing business In the

State of Kansas. CVR Energy, Inc. Is amenable to process In the State of Kansas

through Its resident agent, The Corporation Company, Inc., 112 SW 7th Street, Suite
3C, Topeka, Kansas, 66603.

       9.    CVR Refining, LP Is registered to do business and doing business in the

State of Kansas. CVR Refining, LP Is amenable to service within the State of Kansas

through Its resident agent, Corporate Service Company, 200 SW 30th Street, Topeka,
Kansas, 66611.



                                            -2-
,   •




             Further affiant saith naught.




                                              Edmund S. Gross



              Subscribed and sworn to before me, a Notary Public in and for said County and

        State, by EdmundS. Gross, on thisale~ day of May, 2015.




                                              Notary Public

        My Appointment Expires:
            {,-~1-17




                                                -3-
Tab 8
                                                                                                   Filed
                                                                                     8/4/2015 2:39:53 PM
                                                                                   Annie Rebecca Elliott
                                                                                            District Clerk
                                                                                 Fort Bend County, Texas
                                                                                    Sunset Romo


                              CAUSE NO. 15-DCV-220330


DONALD R. COLLIER, JENNIFER J.                  §    IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                  §
WENDY NIEMEYER,                                 §
                                                §
                    Plaintiffs,                 §
vs.                                             §    FORT BEND COUNTY, TEXAS
                                                §
CVR ENERGY, INC. and                            §
CVR REFINING, LP,                               §
                                                §
                    Defendants.                 §    268TH JUDICIAL DISTRICT


                SUPPLEMENTAL MEMORANDUM IN SUPPORT OF
               DEFENDANTS' MOTION TO DISMISS PURSUANT TO
           TEXAS CIVIL PRACTICE & REMEDIES CODE CHAPTER 71.051


TO THE HONORABLE COURT:

      COME NOW the Defendants, CVR ENERGY, INC. ("CVR Energy") and CVR

REFINING, LP ("CVR Refining") (collectively, "CVR"), and submit this Supplemental

Memorandum in Support of their Motion to Dismiss the claims of the Plaintiffs under the

Texas doctrine of forum non conveniens, pursuant to Chapter 71.051 of the Texas Civil

Practice & Remedies Code

      This Supplemental Memorandum will establish that:

      1.      Defendants• Motion to Dismiss under the Texas doctrine of forum non

conveniens was filed on June 1, 2015.

      2.      On July 6, 2015, Defendants responded to Plaintiffs• Rule 194 Request for

Disclosure.




                                          -1-
       3.     Through that Disclosure (Exhibit 1). Defendants identified 34 potential

witnesses with knowledge of the relevant facts associated with the accident. Of those

witnesses identified:

              •         29 are residents of Kansas,

              •         3 are residents of Oklahoma or Missouri,

              •         2 ( 1 being an expert) are residents of Texas.

      4.      Defendants' disclosures further identified Coffeyville Resources Refining &

Marketing, LLC ("CRRM"), which is located in Coffeyville, Kansas, as a Responsible

Third Party ("RTP").

       5.     Defendants have not yet learned which health care providers served

Donald R. Collier and Dale A. Niemeyer. However, to the best of Defendants' belief, all

such health care providers are located in Kansas, Oklahoma and/or Missouri. There

are no Texas heaHh care providers associated with the care and treatment of Mr. Collier

or Mr. Niemeyer.

                                                I.
            THE GULF OIL FACTORS STRONGLY MANDATE DISMISSAL
                       IN FAVOR OF A KANSAS FORUM

       Defendants' original forum non conveniens Memorandum supporting the Motion

to Dismiss (filed 06/01/15; Doc. 12) preliminarily addressed the Gulf Oil factors

mandating dismissal (/d. at p. 5). The specific witness and accident information within

the Rule 194 Disclosure (Exhibit 1) subsequently provided the details in support of

dismissal. The Texas forum non conveniens statute, Chapter 71.051, has only been in

existence since 2003.       In 201 0, the Texas Supreme Court determined that a Writ of



                                               -2-
Mandamus was appropriate where a district court, after an erroneous consideration of

the statutory factors, did not follow the statutory mandate that "the court shall decline to

exercise jurisdiction under the doctrine of forum non conveniens." (Emphasis supplied.)

In re Ensco Offshore lnt7 Co., 311 S.W.3d 921 (2010). Since that time, Fort Bend

County's First and Fourteenth appellate districts have rendered a large number of very

thorough decisions Interpreting the forum non conveniens statute. Those decisions,

which are discussed below, provide unmistakable guidance to this Court.              Where

Kansas residents were Injured In a Kansas accident while performing work for their

Kansas employer. the case should be tried in Kansas under Kansas law. Texas has

little or no interest in the matter and Texas courts and jurors should not be burdened

with administering and resolving the litigation. The cause of action should be dismissed

in favor of Kansas litigation.

A.     Witnesses to the Refinery Accident Cannot be Required to Appear.

       Plaintiffs premise jurisdiction and venue in Fort Bend County upon the fact that

the CVR Defendants operate a joint office in Sugar Land, Texas. However, the location

of this office is the only real connection with Texas. As the Court may have observed

from Exhibit 1, virtually all witnesses to the accident are residents of Coffeyville.

Kansas, or South Coffeyville, Oklahoma. Two witnesses, who have moved since the

accident, are residents of Wynnewood, Oklahoma.            Only two witnesses could be

compelled to testify by Texas process.       One Texan, who investigated the incident,

works in the Sugar Land offices; the other Texan is an expert witness. The health care




                                            -3-
providers attending to Mr. Collier and Mr. Neimeyer are also in the Kansas and

Oklahoma areas. Tex. R. Civ. P. 176.3(a) states:

       A person may not be required by subpoena to appear or produce
       documents or other things in a county that is more than 150 miles from
       where the person resides or is served.

The Texas Supreme Court has previously held that "the lack of compulsory process in

Texas for reaching the great majority of witnesses would be substantially unjust!' In re

Ensco, 311 S.W.3d 921, 925 (2010); In re General Electric, 271 S.W.3d 681, 689

(2008).   Here, virtually none of the factual witnesses can be compelled to testify.

"Reasonable access to witnesses and evidence is a fundamental need in regard to any

trial ...11 In re General Electric, 271 S.W.3d at 691-92. See also, In re BPZ Res., 359

S.W.3d 866, 879 (Tex. App.-Hous. [14 Dist.]), and Schippers v. Mazak Properties, Inc.,

350 S.W. 3d 294, 296 (Tex. App.-San Antonio 2011 ).

B.     Available Forum.

       "A foreign forum is available When the entire case and all the parties can come

within the jurisdiction of that forum.~~ Vinmar Trade Fin. Ltd. v. Uti/. Trailers de Mexico,

336 S.W.3d 664, 674 (Tex. App.-Hous. [1st Dist.]2010); In re Dauajare-Johnson, 2014

WL 3401094 (Tex. App.-Hous. [14 Dist.]). Here, Kansas is an available forum because

all witnesses are amenable to its jurisdiction, it is the site of the accident, it is the site of

the employment relationship, and it is the jurisdiction in which workers• compensation

benefits were provided.      "An alternative forum is adequate if the parties will not be

deprived of all remedies or treated unfairly, even though they may not enjoy the same

benefits as they might receive In an American court." Pirelli Tire, LLC, 247 S.W.3d 670,



                                              -4-
678 (Tex. 2007) (quoting Vasquez v. Brldgestone/Firestone, Inc., 325 F.3d 665, 671

(5th Cir. 2003)). The substantive law of the foreign forum is presumed to be adequate

unless the plaintiff makes some showing to the contrary, or unless conditions to the

foreign forum made known to the court plainly demonstrate that the plaintiff is unlikely to

obtain basic justice there. Vlnmar Trade Fin. Ltd., 336 S.W.3d at 674; In re Dauajare-

Johnson, 2014 WL 3401 094 at *5. Obviously, Kansas is an adequate forum in which

basic justice is available.

C.     Kansas Law Will Apply to This Accident.

       Texas courts follow the "most significant relationship test" set out in the

RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 6 ("RESTATEMENT') to

determine the applicable law in tort cases where the injury occurred outside the state of

Texas. See, Zermeno v. McDonnell Douglas Corp., 246 F. Supp. 2d 646, 655 (S.D.

Tex. [Houston] 2003); Sacks v. Four Seasons Hotel, Ltd., 2006 WL 783441 (citing

Gutierrez v. Collins, 583 S.W.2d 312, 318 (Tex. 1979)).              Section 145 of the

RESTATEMENT outlines the factual matters to consider in applying the Section 6

princ1ples to a given case. Applying the "most significant relationship test, II the present

facts compel the application of Kansas substantive law.

       1.     RESTATEMENT Section 6 General Factors.

       Section 6 of the RESTATEMENT Identifies the general factors relevant to the

choice of law question.       As the Court will see, an analysis of these considerations

weighs heavily In support of applying Kansas law:

              (a)     the needs of the Interstate and international systems;



                                             -5-
             (b)   the relevant policies of the forum;

                          (c)    the relevant policies of other interested states and the

                   relative Interests of those states in the determination of the

                   particular issue;

             (d)   the protection of the justified expectations;

             (e)   the basic policies underlying the particular field of law;

             (f)   certainty, predictability and uniformity of result; and

             (g)   ease In determination and application of the law to be applied.

See RESTATEMENT (SECOND) OF CONFLICT OF LAWS§ 6.

             a.    Needs of the Interstate and International Systems. The goal of

      this Initial factor Is to harmonize relations between the states and to facilitate

      commercial activities between them. See, Sacks v. Four Seasons Hotel, Ltd.•

      2006 WL 783441 at *17 (E.D. Tex.-Texarkana Div.).                Statutory workers'

      compensation immunity is the most significant difference between the Kansas

      and Texas laws relevant to this case. 1

             b.    Relevant Policies of the Forum. Texas is the site of the joint

      headquarters of CVR Energy, Inc. and CVR Refining, LP, which possess an

      indirect equity interest in Plaintiffs' employer, CRRM. With that lone exception,

      Texas has no recognizable interest In protecting Kansas citizens from Kansas

      injuries occurring in Kansas by a company doing business In Kansas. The ISOM


      Kansas would not allow Plaintiffs to circumvent the workers' compensation
immunity by allegations of gross negligence. K.S.A. 44-501 b(d); Duncan v. Perry
Packing Co.• 162 Kan. 79, 174 P.2d 78 (1946).


                                           -6-
fire occurred on the premises of Coffeyville Resources Refining & Marketing,

LLC's refinery, located in Coffeyville, Kansas. This Kansas fire harmed Kansas

residents who were full-time employees of their Kansas-based employer. For

their injuries, the Kansas residents received Kansas workers' compensation.

Texas has no real interest in the litigation.

       c.     Relevant Policies and Interests of Other Interested States. The

relevant policies of Kansas impact this litigation. Kansas is the residential state

of Donald R. Collier and Dale A. Niemeyer.        Kansas is the state where the

employment relationship between Mr. Collier, Mr. Niemeyer and Coffeyville

Resources Refining & Marketing, LLC ("CRRM") existed. Kansas is the state

where the accident occurred. Kansas law governed the payment of workers'

compensation benefits to Mr. Collier and Mr. Niemeyer and governs the

subrogation rights of CRRM and its insurer. Texas has no real interest in this

matter.

       d.     Protection of Justified Expectations. According to comment (g)

on Subsection 2 of Section 6 of the RESTATEMENT (SECOND) OF

CONFLICTS OF LAW, the protection of justified expectations is least appropriate

in negligence cases. Specifically, comment (g) states:

       There are occasions, particularly on the area of negligence, when
       the parties act without giving thought to the legal consequences of
       their conduct or to the law that may be applied. In such situations,
       the parties have no justified expectations to protect, and this factor
       can play no part In the decision of a choice-of-law question.
       (Emphasis added.)




                                       -7-
             e.     Basic Policies Underlying the Particular Field of Law.             The

      workers' compensation policies of Texas have no relationship to the instant

      litigation. Here, Kansas workers' compensation benefits are being provided to

      Kansas workers who were injured in Kansas. Kansas had an immediate interest

      to insure that Its public policies are correcUy implemented to regulate its

      employers and its employees.

             f.     Certainty, Predictability and Uniformity of Result.                The

      principles of certainty, predictability and uniformity of result would be furthered by

      application of Kansas law to this Kansas accident. Plaintiffs have already and

      are presently receiving the statutory benefits available to them through the

      workers' compensation law of Kansas.          Utilization of the statutory workers'

      compensation code of the state in which the accident occurred is the best means

      of obtaining a certain, predictable and uniform result.

             g.     Ease in Determination and Application of the Law to be

      Applied. The application of Kansas law to this case is best accomplished by a

      Kansas Court.     nEven the possibility that foreign law applies to a dispute is

      sufficient to warrant dismissal on forum non conveniens grounds."               In re

      Dauajare-Johnson, 2014 WL 3401094 at *11 (Tex. App.-Hous. [14 Dist.]), citing

      Vlnmar, 336 S.W.3d at 679.

      2.     RESTATEMENT Section 145 Specific Factors.

      While Section 6 of the RESTATEMENT "sets out the general principles by which

the more specific rules are to be applied.'' Section 145 of the RESTATEMENT provides



                                            -8-
the more specific criteria applicable to a tort case. Gutierrez, 583 S.W.2d 312, 318-19

(Tex. 1979). Section 145 emphasizes the following four factors:

              (a)    the place where the injury occurred,

              (b)    the place where the conduct causing the injury occurred,

                           (c)     the domicil[e], residence, nationality,        place   of
                     Incorporation and place of business of the parties, and

                            (d)    the place where the relationship, if any, between the
                     parties is centered.

(/d. at 319 (quoting RESTATEMENT (SECOND) OF CONFLICTS OF LAW § 145).)

See a/so, Uberty Mutual Ins. Co. v. Transit Mix Concrete & Materials Co., 2013 WL

3329026 at *5 (Tex. App.-Texarkana).

      nln an action for a personal injury, the local law of the state where the injury

occurred determines the rights and liabilities of the parties ..." (/d. at *6.) Here, the

injuries occurred In Kansas. The pump seal leak occurred in Kansas. The fire occurred

in Kansas.   The conduct associated with the pump seal leak and fire occurred in

Kansas. The domicile, residence, place of business of the parties occurred in Kansas.

The employment relationship between Mr. Collier. Mr. Niemeyer and their employer

occurred in Kansas. Moreover, virtually all witnesses to the accident reside In Kansas.

It Is difficult to detennine how the law of any other forum could apply.

D.    The Fact that Kansas Law Is Different is Irrelevant.

       Plaintiffs are likely to argue that the law of Kansas is different in many respects. 2

However, the fact "that the substantive law of the alternative forum may be less



2
      See footnote 1 above.

                                            -9-
favorable to the plaintiff Is entitled to little, if any, weighf' In a choice of law or a forum

non conveniens decision. In re Mantle Oil & Gas, LLC, 426 S.W.3d 182, 189 (Tex.

App.-Hous. [1st Dist.]). (Louisiana was an adequate alternative forum, despite the fact

that plaintiffs claims would be barred under the Louisiana statute of limitations and that

punitive damages were not recoverable in Louisiana.); see also, In re Pirelli Tire, LLC,

247 S.W.3d at 678.

       In Sammons & Berry, P.C. v. Nat11ndemnity Co., 2014 WL 3400713 (Tex. App.-

Hous. [14 Dlst.]), the court stated:

       "[t]hat the substantive law of an alternative forum may be less favorable to
       the plaintiff is entitled to little, if any, weight." In re Pirelli Tire, L.LC., 247
       S.W.3d at 678. Forum non conveniens requires an available remedy in the
       alternative forum, but does not require the same cause of action or
       equivalent relief be available. In re Gen. Elec. Co., 271 S.W.3d at 687; In
       re Pirel/1 Tire, L.L.C., 247 S.W.3d at 678 (holding Mexico was adequate
       forum even though it may not afford cause of action for strict liability, or
       provide for "American-Style" discovery or right to jury); Berg v. AMF, Inc.,
       29 S.W.3d 212, 216-17 (Tex.App.-Houston [14th Dist.] 2000, no pet.)
       (holding Canada was adequate forum although it "does not recognize
       strict liability causes of action, has monetary limits on non-economic
       damages, and only allows for recovery of punitive damages upon a
       showing of intentional conduct"); Gomez de Hernandez v.
       Bridgestone/Firestone North Am. Tire, L.L.C., 204 S.W .3d 473, 483
       (Tex.App.-Corpus Christi 2006, pet. denied) (CIThe primary consideration Is
       whether the alternate forum entitles appellants to a remedy for their
       losses, even if the compensation available under the remedy is less than
       what may be recovered in a Texas court.").

The First District Texas Court of Appeals has held that "even the possibility that foreign

law applies to a dispute is sufficient to warrant dismissal on forum non conveniens

grounds." See, Vinmar, 336 S.W.3d at 679. The Fourteenth District did likewise in

Sammons. Here, Kansas law should clearly be applied by a Kansas court.

E.     Texas Should not Have to Bear the Burden of Hearing This Case.


                                              -10-
       Obviously, this is an accident which occurred to Kansas residents, employed at a

Kansas place of business, through a Kansas employment relationship, for which

Kansas workers' compensation benefits were provided.              Texas has little, if any,

relevance to the litigation. "It is fundamentally unfair to burden the people of Texas with

the cost of providing courts to hear cases that have no significant connection with the

State.n In re Mantle Oil & Gas, LLC, 426 S.W.3d 182, 189, 194-195 (Tex. App.-Hous.

[1st Dist.]), citing In re Pirelli Tire, 247 S.W.3d at 676 (quoting In re Smith Barney, 975

S.W.2d 593, 598 (Tex. 1998); see also, In re Dauajare-Johnson, 2014 WL 3401094

(Tex. App.-Hous. [14 Dist.]) at *11.

                                              II.
           PLAINTIFFS' ARGUMENT THAT DEFENDANTS' NEGLIGENCE
                    OCCURRED IN TEXAS IS INSUFFICIENT

       The Plaintiffs' Original Petition does not identify any specific acts of negligence

associated with these Defendants.        The closest identification of alleged negligence

occurs at paragraphs 19 and 22:

               19.   On the occasion In question, CVR, by and through their
       officers, employees, agents and representatives, independently committed
       acts of omission and commission which collectively and severally
       constitute negligence that proximately caused the deaths of Plaintiffs'
       decedents and damages to Plaintiffs. 3

              22.    The corporate domicile of the CVR Defendants is Sugar
       Land, Texas. The acts of negligence and gross negligence of Defendants
       CVR occurred in Texas by and through its (sic] corporate officers,
       directors and employees in Texas.




        The Court should observe that the allegation is in error; neither Plaintiff died in
the fire.

                                             -11-
      Such allegations are insufficient to avoid a dismissal on a forum non conveniens

basis. Similar arguments were presented by the plaintiffs of In re BPZ Resources, Inc.•

359 S.W.3d 866 (Tex. App.-Hous. [14 Dist]). That appellate court stated:

      Though the relators are Texas corporations who made allegedly negligent
      decisions that allegedly led to the explosion on the Supe, consideration of
      all the Lauritzen- Rhodits factors, we conclude as a matter of law, that
      Peruvian law applies to the real parties' claims. (/d. at 878.) ...

      We presume, without deciding, that the relators made decisions in
      Houston that were a legal cause of the explosion when they allegedly
      ordered production on the platform to be ..ramped up" to quickly generate
      needed cash, even though they allegedly knew that the operations
      involved dangerous procedures, insufficient equipment, and unseaworthy
      vessels. Under this presumption, the real parties' injuries would have
      resulted in part from acts or omissions that occurred in Texas.
      Nonetheless, these alleged acts and omissions in Texas would be a more
      remote cause of the real parties' injuries than the alleged acts or
      omissions In Peru of Paolillo, the crew of the Supe, and BPZ Peru. (/d. at
      880)...

      We conclude that the balance of the parties' private interests and the
      public interest of the state predominate in favor of this action being
      brought In a Peruvian court. [Citations omitted.] (/d.)

      Similar arguments received Identical results in In re Mantle 011 & Gas, LLC, 426

S.W.3d 182 (Tex. App.-Hous. [1st Dist]), where the plaintiffs contended that:

      ... because Mantle 011 is a Texas limited liability company and made
      decisions regarding the operation of the well from its Texas headquarters,
      Texas courts and juries have a "significant interest in how [it] operates as
      a business.    Essentially, the Alcee plaintiffs claim that Mantle Oil
      negligently operated the Well from its Texas headquarters which caused
      the blowout, and, therefore, because the acts in Texas caused their
      damages, Texas has a local interest in adjudicating this dispute... ."(/d. at
      195.)

      The Mantle court rejected these arguments holding that the plaintiffs were not

Texas residents and Texas generally afforded "less deference to a non resident's forum



                                          -12-
choice." In re Mantle, 426 S.W.3d 182, 188 (Tex.App.-Hous. [1st Dist.]). The court

further stated:

       n• • •it is undisputed that the Alcee plaintiffs are Louisiana residents. that
       the blowout occurred in Louisiana, and that any alleged personal injuries
       and property damage occurred in Louisiana. Louisiana has a substantial
       interest in making sure that its citizens and their property are not harmed
       by oil and gas operations within its borders.~~ (/d. at 195.)

After noting that the witnesses and evidence were primarily in Louisiana and that

compulsory process was unavailable to compel witness testimony in Texas, the First

District Court of Appeals concluded:

       "It is fundamentally unfair to burden the people of Texas with the cost of
       providing courts to hear cases that have no significant connection with the
       state. 11 (/d. at 189.)

Thus, arguments that the decisions of companies headquartered in Texas caused or

contributed to accidents in the out-of-state operations of affiliates or subsidiaries have

been rejected by the First and the Fourteenth Texas Courts of Appeal. In each case,

the Texas Courts of Appeal dismissed the litigation upon a forum non conveniens

analysis statutorily enacted by Section 71.051 of the Texas Civil Practice & Remedies

Code due to the fundamental:

                (1)   need for reasonable access to out-of-state witnesses and evidence,

                (2)   ease of having the out-of-state law administered by the courts of

       that state. and

                (3)   burden which trial would place upon the people of Texas for issues

       not significant to Texas.

                                            Ill.
                                       CONCLUSION


                                            -13-
      The rulings of the Texas Supreme Court and the First and Fourteenth appellate

districts present clear decisions on very similar forum non conveniens issues. Those

decisions provide unmistakable guidance to this Court. Where Kansas residents were

injured in a Kansas accident performing work for their Kansas employer. the case

should be tried in Kansas under Kansas law. Texas has little or no interest in the matter

and Texas courts and jurors should not be burdened with administering and resolving

the litigation. The cause of action should be dismissed in favor of Kansas litigation.

                                          Respectfully submitted,




                                          SMITHYMAN & ZAKOURA, CHARTERED



                                             Lee . Smithyman
                                             KS Supreme Court# 391
                                             750 Commerce Plaza II
                                             7400 West 11 Oth Street
                                             Overland Park, KS 6621 0-2362
                                             Telephone: (913) 661-9800
                                             Telefax: (913) 661-9863
                                             Email: lee@smizak-law.com

                                          ATTORNEYS FOR DEFENDANTS


                                           -14-
                                 CERTIFICATE OF SERVICE

      This is to certify that a true and correct copy of the foregoing instrument has been
served upon the following counsel of record in accordance with the Texas Rules of Civil
Procedure on the 4th day of August, 2015.

      Gary M. Riebschlager
      The Riebschlager Law Firm
      801 Congress, Suite 250
      Houston, TX 77002
      Email: gary@riebschlagerlaw.com

      Richard L. Tate
      Kristin Reis
      Tate, Moerer & King, LLP
      206 South Second Street
      Richmond, TX 77469
      Email: rltate@tate-law.com
              kreis@tate-law.com

      Attorneys for Plaintiffs




                                          -15-
EXHIBIT 1
                             CAUSE N0.15-DCV·220330


DONALD R. COLLIER, JENNIFER J.             §          IN THE DISTRICT COURT
COLLIER, DALE A. NIEMEYER, AND             §
WENDY NIEMEYER,                            §
                                           §
             Plaintiffs,                   §
vs.                                        §          FORT BEND COUNTY, TEXAS
                                           §
CVR ENERGY, INC. AND                       §
CVR REFINING, LP,                          §
                                           §
             Defendants.                   §          268TH JUDICIAL DISTRICT


              DEFENDANTS• RESPONSE TO PLAINTIFFS• REQUEST
                       FOR DISCLOSURE· RULE 194


TO:   Plaintiffs Donald A. Collier, Jennifer J. Collier, Dale A. Niemeyer, and Wendy
      Niemeyer, by and through their attorney of record, Gary M. Riebschlager, 801
      Congress, Suite 250, Houston, Texas, noo2

      COME NOW the Defendants, CVR Energy, Inc. CUCVR Energy") and CVR

Refining, LP ("CVR Refining"), and serve their Responses to Plaintiffs• Request for

Disclosure in accordance with Rule 194 of the Texas Rules of Civil Procedure.


                                        Respectfully submitted,

                                        MARTIN, DISIERE, JEFFERSON &
                                        WISDOM, L.L.P.



                                        By:.~~-~~~
                                           Phillip DO SharP        ~
                                           Texas State Bar No. 18118680
                                           808 Travis, 20th Floor
                                           Houston, TX 77002
                                           Telephone: (713) 632-1700
                                           Telefacsimile: (713) 222-01 01
                                           Email: sharp@mdjwlaw.com
                                          SMITHYMAN & ZAKOURA, CHARTERED


                                          By: _ __:::=~~~~=~--­
                                              Lee M. Smithyman
                                              KS Supreme Court#O 91
                                              750 Commerce Plaza II
                                              7400 West 11 Oth Street
                                              Overland Park, KS 6621 0-2362
                                              Telephone: (913) 661-9800
                                              Telefax: (913) 661-9863
                                              Email: lee@smizak-law.com

                                          ATTORNEYS FOR DEFENDANTS


                              CERTIFICATE OF SERVICE

       This is to certify that a true and correct copy of the foregoing instrument has been
served upon the following counsel of record in accordance with the Texas Rules of Civil
Procedure, by forwarding same by Federal Express on the 6th day of July, 2015, for
delivery on July 7, 2015.

      Gary M. Riebschlager
      The Riebschlager Law Firm
      801 Congress, Suite 250
      Houston, TX 77002
      Email: gary® riebschlagerlaw.com

      Richard L. Tate
      Kristin Reis
      Tate, Moerer & King, LLP
      206 South Second Street
      Richmond, TX n469
      Email: rltate @tate-law.com
              kreis@tate-law.com

                                         SMITHYMAN & ZAKOURA, CHARTERED




                                            2
          RESPONSES TO PLAINTIFFS' REQUESTS FOR DISCLOSURE


(a)   The correct names of the parties to the lawsuit.

Response: Plaintiffs have correctly named the two Defendants. There is an issue as
          to whether the Plaintiffs have a cause of action against either of the
          named Defendants. Defendants will name Coffeyville Resources Refining
          & Marketing, LLC (11 CRRM 11 ) as an immune, but appropriate responsible
          third party.


(b)   The name, address and telephone number of any potential parties.

Response: Coffeyville Resources Refining & Marketing, LLC
          400 North Linden Street
          Coffeyville, KS 67337
          (620) 251-4000

            CRAM is an immune responsible third party which will have a subrogation
            lien upon all proceeds potentially recovered by Plaintiffs from these
            answering Defendants.


(c)   The legal theories and, in general, the factual bases of the responding party's
      claims.

Response: These Defendants, as corporate parents of CRAM, are immune for all
          non-delegable safety duties of the subsidiary employer, CRAM. Thus, to
          that extent, these parties have immunity on Plaintiffs' claims. Further,
          these Defendants have no negligence whatsoever associated with the
          injuries sustained by Donald A. Collier and Dale A. Niemeyer. Finally, the
          potential negligence of the employer, CRRM, should be compared even
          though CRAM has immunity by virtue of providing workers• compensation
          benefits pursuant to Kansas Statute.

            CRAM will be subrogated to all Plaintiffs• proceeds of recovery under
            K.S.A. 44-504.

            See Defendants' Answer as well as Defendants• statements provided
            above. See Defendants' Motion to Dismiss for Forum Non Conveniens.


(d)   The amount and any method of calculation of economic damages.

Response: NIA

                                           3
(e)   The name, address and telephone number of persons having knowledge or
      relevant facts and a brief statement of each identified person's connection with
      the case.

Response: 1.       Steve K. Adel (Rotating Equipment Engineer)
                   Coffeyville Resources Refining & Marketing, LLC
                   400 N. Linden Street, PO Box 1566
                   Coffeyville, KS 67337
                   (620) 251-4000

                   Interviewed by OSHA

            2.     Corey Beacom, CSP
                   Compliance Safety & Health Officer
                   Wichita Area Office
                   OSHA - U.S. Department of Labor
                   100 N. Broadway, Suite 470
                   Wichita, KS 67202
                   316/269-6644, Ext. 120

                   Conducted Interviews on 08/26/14

            3.     Ryan C. Beurskens (Biller-Loader)
                   Coffeyville Resources Refining & Marketing, LLC
                   400 N. Linden Street, PO Box 1566
                   Coffeyville, KS 67337
                   (620) 251-4000

                   Provided a statement.

            4.     Jim Berquist (Rotating Equipment Superintendent)
                   Coffeyville Resources Refining & Marketing, LLC
                   400 North Linden Street
                   Coffeyville, KS 67337
                   (620) 251-4000

                   Member of Incident Investigation Team

            5.     Donald Collier
                   Plaintiff




                                           4
6.    Janice T. DeVelasco (Vice President, Environmental,
             Health & Safety)
      CVR Energy, Inc.
      2277 Plaza Drive, Suite 500
      Sugarland,TX 77479
      (281) 207-3200

      Supervised investigation

7.    Debbie Edwards (Shift Supervisor)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

8.    Marcus D. Grissom (Pumper-Biller-Loader)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

9.    Tucker Hargis (Area 1 Lead Operator)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

10.   Leonard W. Hawthorne (Pumper-Biller-Loader Lead Qualified)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.




                              s
11.   Josh Holt (Safety Specialist Tech ERT)
      Coffeyville Resources Refining & Marketing. LLC
      400 North Unden Street
      Coffeyville. KS 67337
      (620) 251-4000

      Provided a statement.

12.   Jerry Hockett (Board Operator Crude)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville. KS 67337
      (620) 251-4000

      Provided a statement.

13.   Bob Hunt (Operator Waste Water)
      Coffeyville Resources Refining & Marketing. LLC
      400 North Linden Street
      Coffeyville. KS 67337
      (620) 251-4000

      Provided a statement.

14.   Dennis Irwin (Process Safety Manager)
      Coffeyville Resources Refining & Marketing. LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Interviewed by OSHA; Signatory to Incident Investigation Report

15.   Jerad Jones (Operator in Area 1)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.




                              6
16.   Ray D. Kelm, P.E.
      Kelm Engineering, LLC
      907 S. Friendswood Drive, Suite 202
      Friendswood, TX 77546
      281/993-3717

      Reported on his investigation of pumps number 2216 and 2217

17.   Keith Kuehn (Operations Superintendent)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

18.   Rahul Korpe (Principal Engineer Process Safety Management)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

19.   Steve Lafferty (Complex Safety Manager)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Unden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Interviewed by OSHA; Signatory to Incident Investigation Report

20.   Krls L. Lenoch
      Assistant Area Director
      Wichita Area Office
      OSHA - U.S. Department of Labor
      100 N. Broadway, Suite 470
      Wichita, KS 67202
      316/269-6644

      Conducted Interviews on 08/26/14




                              7
21.   Dustin Martin (Operator 2 in Area 6)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

22.   Tracy Maxson (Board Operator Cat)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Unden Street
      Coffeyville, KS 67337

      Member of the Incident Investigation Team

23.   Michael D. McFetters
      QA Engineer
      JCI Industries, Inc.
      1161 SE Hamblen Road
      Lee's Summit, MO 64081
      (816) 525-3320

      Provided Report of August 11, 2014 regarding pump P-2216

24.   Dale Niemeyer
      Plaintiff

25.   Bryan Oliver (JDC Crude)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

26.   Jason Ramsey (Operator 1 in Area 6)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement




                              8
27.   David W. Ruark (Lead Operator Crude Pumping)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

28.   Randy Scott (Board Operator Crude)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Provided a statement.

29.   Robert Stevenson (Foreman Operations Area)
      Coffeyville Resources Refining & Marketing, LLC
      400 North Linden Street
      Coffeyville, KS 67337
      (620) 251-4000

      Interviewed

30.   Richard Vogel (Corporate Security Manager}
      Wynnewood Refining Company LLC
      PO Box305
      906 South Powell
      Wynnewood, OK 73098
      405/665-6565

      Co-Leader of Incident Investigation Team

31.   Joshua Warner (Safety Specialist Technician)
      Wynnewood Refining Company LLC
      PO Box305
      906 South Powell
      Wynnewood, OK 73098
      405/665-6565

      Co-Leader of Incident Investigation Team




                              9
             32.    Mark Weber (Lead Operator HDS)
                    Coffeyville Resources Refining & Marketing, LLC
                    400 North Linden Street
                    Coffeyville, KS 67337
                    (620) 251-4000

                    Provided a statement.

             33.    Howard Webster (Operator 2)
                    Coffeyville Resources Refining & Marketing, LLC
                    400 North Linden Street
                    Coffeyville, KS 67337
                    (620) 251-4000

                    Provided a statement.

             34.    Terry Wlttum (Training SupeNisor)
                    Coffeyville Resources Refining & Marketing, LLC
                    400 North Linden Street
                    Coffeyville, KS 67337
                    (620) 251-4000

                    Member of Incident Investigation Team


(f)   For any testifying expert:

      (1)   the expert's name, address and telephone number;

      (2)   the subject matter on which the expert will testify;

      (3)   the general substance of the expert's mental impressions and opinions
            and a brief summary of the basis for them, or if the expert is not retained
            by, employed by, or otherwise subject to the control of the responding
            party, documents reflecting such information;

      (4)   if the expert is retained by, employed by or otherwise subject to the control
            of the responding party:

            (A)    all documents, tangible things, reports, models or data compilations
                   that have been provided to, reviewed by, or prepared by or for the
                   expert in anticipation of the expert's testimony; and

            (B)    the expert's current resume and bibliography.




                                            10
Response: None yet designated. Defendants will do so per the scheduling order
          issued in this or subsequent litigation.


(g)   Any discoverable indemnity and insuring agreements.

Response: Provided at CVR-03756 through CVR-04165.


(h)   Any discoverable settlement agreements.

Response: None.



(i)   Any discoverable witness statements.

Response: See documents produced by Defendants in response to Plaintiffs' Request
          for Production of Documents.


0)    In a suit alleging physical injury and damages from the occurrence that is the
      subject of the case, all medical records and bills that are reasonably related to
      the injuries or damages asserted or, in lieu thereof, an authorization permitting
      the disclosure of such medical records and bills.

Response: N/A


(k)   In a suit alleging physical or mental injury and damages from the occurrence that
      is the subject of the case, all medical records and bills obtained by the
      responding party by virtue of an authorization furnished by the requesting party.

Response: N/A


(I)   The name, address and telephone number of any person who may be
      designated as a responsible third party.

Response: Coffeyville Resources Refining & Marketing, LLC
          400 North Linden Street
          Coffeyville, KS 67337
          (620) 251-4000




                                           11
Tab9
                                  CAUSE NO. 15-DCV-220330

 DONALD R. COLLIER, JENNIFER J.                    §     IN THE DISTRICT COURT OF
 COLLIER, DALE A. NIEMEYER, and                    §
 WENDY NIEMEYER                                    §
             Plaintiffs,                           §
 v.                                                §    FORT BEND COUNTY, TEXAS
                                                   §
 CVR ENERGY, INC. and,                             §
 CVR REFINING, LP.                                 §
            Defendants.                            §        268TH JUDICIAL DISTRICT

PLAINTIFFS' RESPONSE TO DEFENDANTS' MOTION TO DISMISS PURSUANT TO
       TEXAS CIVIL PRACTICE & REMEDIES CODE CHAPTER 71.051

TO THE HONORABLE COURT:

       COME NOW, Plaintiffs DONALD R. COLLIER, JENNIFER J. COLLIER, DALE A.

NIEMEYER and WENDY NIEMEYER in the above-entitled and numbered cause and file this

their Response to Defendants Motion to Dismiss, and would respectfully show unto the Court as

follows:

                             I. SUMMARY OF THE ARGUMENT

1.         How many times has this Court admonished the jury that, "what the lawyers say is not

evidence?" And so it is here. Defendants' offer one lone affidavit of a former General Counsel,

proving little ....the location of the explosion and that Defendants' have some authority to conduct

business in Kansas. Defendants' have wholly failed to prove any of the statutory requisites

pursuant to Tex. Civ. Prac. Rem. Code 71.051 nor any of the factors listed in Gulf Oil Corp. v.

Gilbert, 330 U.S. 501, 67 S. Ct. 839, 91 L. Ed. 1055 (1947). Instead, Plaintiff has proven by

Defendants' own documents and depositions, that they are proper Texas defendants, with

Sugarland, Texas as their principal place of business; Sugarland headquarters; Sugarland

witnesses; Sugarland authorities; and the list goes on. Defendants can hardly complain it is
inconvenient to sue them in their own back yard. Did the lawsuit go to the frozen tundra of Alaska

when Exxon Valdez crashed? No. Exxon was sued right down the road in Houston.

                            II. ARGUMENT AND AUTHORITIES

2.     In general, a forum non conveniens analysis is left to the sound discretion of the Court and

only reversed upon a showing of clear abuse of discretion when all relevant public and private

interest factors have been considered. Quixtar Inc. v. Signature Management Team, 315 S. W .3d

28 (Tex. 201 0).

                          III. DEFENDANTS' FAILURE OF PROOF

A. Introduction

3.     While neither party carries a "burden of proof'' per se in the forum non conveniens analysis,

some factors are not common knowledge and can only be proved. "To the extent evidence is

necessary to support the position of the parties, the trial court must base its findings and decision

on the weight of the evidence, and certainly is entitled to take into account the presence or absence

of evidence as to some issue or position of the party." In re General Electric Company, 271 S.W.

3d 681, 687 (Tex. 2008); See also, Vinson v. American Bureau of Shipping, 318 S. W. 3d 34, 43

{Tex. App-Hou [1st Dist.] 2010).

B. The Gross Affidavit

4.     Defendants submit as its sole source of evidence, information or assistance to the Court,

the lone affidavit of its former General Counsel Edmund S. Gross.

5.     The analysis of the Gross affidavit reveals little. In paragraphs 3-5, it shows that an

explosion occurred.

6.     Paragraph 6 describes the totality of the witnesses as "alf' who were workers at the time,

EMS and doctors; NOT the 34 witnesses described in a desperate last minute designation of




                                                  2
witnesses by lawyers desperate to win a motion. Clearly the Gross affidavit conflicts with the last

minute designation by counsel.

7.     Paragraph 7 is not based on personal knowledge. Thus Plaintiffs' object to paragraph 7

based on lack of foundation, is legally insufficient and hereby requests paragraph 7 be stricken.

8.     Finally, paragraphs 8 and 9 simply state CVR ENERGY and CVR Refining, LP can do

business in Kansas. That's it. There is NO evidence of private interest factors. And there is NO

evidence of public interest factors. Nothing.

9.     Defendants have failed in its forum non conveniens analysis by failing to prove the

Gulf Oil factors.

A. Private Interests and Factors

       (1)     Defendants offered no proof of the relative ease of access to sources of proof. Any

       discovery on this issue is no different than any other case. Especially in the case of

       LeeAnna Mann and Kari Smith v. CVR Energy, Inc., et al, (hereinafter referred to as "Mann

       Smith,,) Cause No. 13-DCV-209679 which is currently before the 434th Judicial District

       Court of Fort Bend County, Texas. The CVR Defendants conducted discovery in the Mann

       Smith case in Oklahoma for over two and a half years including site studies, plant worker

       depositions and others in Oklahoma.


       (2)     Defendants offered no proof that the availability of compulsory process for

       attendance of unwilling witnesses and the cost of obtaining attendance of willing

       witnesses. It is still unknown whether Kansas can compel documents from these Texas

       defendants or compel the Texas witnesses. CVR conducted many depositions in Oklahoma

       in its Mann Smith defense.




                                                 3
       (3) Defendants offered no proof that the possibility of a view of the premises, if a view

       would be appropriate to the action, would be inconvenient to any of the parties.

       (4) The enforceability of a Texas Judgment is a non-factor.

       (5) Defendants offered no proof that all other practical problems that make trial of the case

       easy, expeditious and inexpensive.

B. Public Interests and Factors

I 0.   Defendants offered no proof of any kind regarding the public interest factors as cited in

Gu/fOil. Specifically,

       (I) Defendants offered no proof that there could be administrative difficulties flowing from

       court congestion. In fact, CVR has requested a Fort Bend jury for the Mann Smith case

       pending in the 434th Judicial District Court.

       (2) Defendants offered no proof that there would be any burden of jury duty imposed on

       the citizens of the community with no relation to the litigation. To the contrary, again.

       CVR is a local citizen, employs local workers, pays local taxes, seeks protection of Texas

       state laws and has sought the haven of a Fort Bend jury for the Mann Smith case pending

       in the 434th Judicial District Court.

       (3) Defendants offered no proof of there being local interest in having localized

       controversies decided at home. Again, CVR is a local citizen, employs local workers, pays

       local taxes, seeks protection of Texas state laws and has sought haven of a Fort Bend jury

       for the Mann Smith case pending in the 434th Judicial District Court.

       (4) Defendants offered no proof of being able to avoid unnecessary problems regarding

       conflicts of law, or the application of foreign law. In Mann Smith, CVR made the exact

       same argument regarding choice of law by way of Motion to Determine Applicable State




                                                 4
       Law and Motion for Summary Judgment. The summary judgment on choice of law was

       DENIED.

                                IV. APPLICABLE STATE LAW

11.    CVR Defendants repeatedly state that the law of Kansas applies because the explosion

occurred there. While they give lip service to the Restatement factors, ultimately, that is the extent

of the CVR analysis. CVR Defendants had the same exact argument in the Mann Smith case.

12. However, the doctrine of lex loci delicti has long been overruled in this state by the Texas

Supreme Court. Gutierrez v. Collins, 583 S. W.2d 312 (Tex. 1979). The former lex loci doctrine

stated the situs of the injury controlled for purposes of conflicts of law analysis.

13.   Today, the proper analysis is the "most significant relationship" test set forth in the

RESTATEMENT (SECOND OF CONFLICT OF LAWS § 145. Hughes Wood Products, Inc. v.

Wagner, 18 S. W.3d 202, 205 (Tex. 2000).

14.    The general factors relevant to analysis are:

       (a) The needs of the interstate and international systems;

       (b) The relevant policies of the forum;

       (c) The relevant policies of other interested states and the relative interests of those states

        in the determination of the particular issue;

       (d) The protection of justified expectations;

        (e) The basic policies underlying the particular field of law;

        (f) Certainty, predictability and uniformity of result; and

        (g) Ease in the determination and application of the law to be applied.

15.    Factors that should be considered by Defendants but blatantly ignored in the choice of law

analysis, include:




                                                   5
       • The principal place of business of the CVR Defendants is Sugar Land, Fort Bend County,

       Texas;

       • The headquarters and general offices of the executive of the CVR Defendants is Sugar

       Land, Fort Bend County, Texas;

       • The Board of Directors of the CVR Defendants reside and meet in Sugar Land, Fort Bend

       County, Texas;

       • Decisions to operate CRRM were made in Sugar Land, Fort Bend County, Texas;

       • Decisions regarding the operation, maintenance, financing and safety at CRRM were

       made in Sugar Land, Fort Bend County, Texas;

       • The CVR Defendants invoke the laws of the State of Texas for its use and benefit.

       • Texas, as the forum state, has a significant interest in protecting resident defendants such

       as CVR Defendants.

Torrington Co. v. Stutzmen, 46 S. W.3d 829, 849 (Tex. 2000).

      V. TEXAS IS A CONVENIENT FORUM FOR THESE TEXAS DEFENDANTS

A. Introduction

16.    Defendants are CVR Energy, Inc. and CVR Refining, L.P ., collectively referred to as

"CVR". CVR owns two petroleum related refineries- one in Wynnewood, OK and the other in

Colleyville, KS. Both have exploded.

17.    The first explosion occurred on September 28, 2012 in Wynnewood, OK. Suit was filed

against CVR in the 434th Judicial District Court of Fort Bend County, the Honorable Judge

Shoemake presiding, under Cause No. 13-DCV-209679. Judge Shoemake, as previously

mentioned, DENIED all summary judgment motions. The case has been defended by CVR for

two and a half years, with staunch refusal to settle in mediation, in Fort Bend County. Coffeyville




                                                  6
is 108 miles from Wynnewood. At NO time has CVR EVER complained of inconvenience. CVR

has AGREED to site evaluations, depositions in Oklahoma, all without complaint regarding

convenience. CVR has requested a Fort Bend County jury to judge their conduct. CVR owns

Wynnewood just as it owns Coffeyville. Both have exploded due to gross mismanagement by

CVR. Both are within 100 miles of each other.

B.     Public and Private Interest Factors

18.    Again, CVR Energy, Inc. and CVR Refining, L.P. for purposes of the below discussion

will be collectively referred to as "CVR" unless distinction is made.

19.    The primary place of business for CVR is Sugarland, Texas. (Exhibit A, C)

20.    CVR headquarters is Sugarland, Texas. (Exhibit B)

21.    CVR board of directors and all directors are located in Sugarland, Texas. (Exhibit C)

22.    CVR pays taxes to the state of Texas. (Exhibit C)

23.    CVR Refining-Kansas, pays NO taxes. Has no EIN number, Kansas has no states interest

in CVR. (Exhibit D)

24.    Annual Shareholders Meetings are held in Sugarland, Texas. All shareholders, officers,

directors, and executives were required to travel to Sugarland, Texas, the nerve center, on June 17,

2015. (Exhibit E)

25.    CVR in Sugarland, Texas is the nerve center for all of its companies by providing services

from Sugarland to all of the CVR companies by way of a Shared Services Agreement. The Shared

Services Agreement is an agreement whereby the Parent Corporation CVR Energy, Inc. loans

personnel and services between the companies. It is best explained in the publicly filed CVR

Refining LP 1OQ at page 27 where the services and control of day-to-day operations are set forth.

(See Exhibit F)




                                                  7
      Shared Services Agreement
      CVR Refining obtains certain management and other services from CVR Energy pursuant
      to a services agreement between the Partnership, CVR Refining GP and CVR Energy dated
      December 31,2012, as amended. Under this agreement, the Partnership's general partner
      has engaged CVR Energy to conduct a substantial portion of its day-to-day business
      operations. CVR Energy provides CVR Refining with the following services under the
      agreement, among others:

              •   services from CVR Energy's employees in capacities equivalent to the
                  capacities of corporate executive officers, except that those who serve
                  in such capacities under the agreement shall serve the Partnership on a
                  shared, part-time basis only, unless the Partnership and CVR Energy
                  agree otherwise;

              •   administrative and professional services, including legal, accounting
                  services, human resources, insurance, tax, credit, finance, government
                  affairs and regulatory affairs;


              •   management of the Partnership's property and property of its
                  operating subsidiaries in the ordinary course of business;

              •   recommendations on capital raising activities to the board of directors
                  of the Partnership's general partner, including the issuance of debt or
                  equity interests, the entry into credit facilities and other capital market
                  transactions;

              •   managing or overseeing litigation and administrative or regulatory
                  proceedings, establishing appropriate insurance policies for the
                  Partnership and providing safety and environmental advice;

              •   recommending the payment of distributions; and

              •   managing or providing advice for other projects, including acquisitions,
                  as may be agreed by CVR Energy and the Partnership's general partner
                  from time to time.


C.    WITNESSES

26.   The pleadings of Plaintiffs Donald R. Collier, Jennifer J. Collier, Dale A. Neimeyer, and

Wendy Neimeyer allege corporate control by CVR of its wholly-owned subsidiaries. As a result




                                                 8
of such control, CVR is liable and the dominant parent company for the actions of its subsidiary

employer. (Exhibit G)

27.    Accordingly, the primary discovery is against CVR - its policies, procedures, email,

budgets, orders, Purchase orders, documents, which CVR controls ... all of which was learned

during the discovery of the company's case pending in the 434th. Assistance of the Texas courts

will be needed to compel these Texas Defendants to produce documents. No showing has been

made that Kansas courts can compel documents from Texas defendants. No showing has been

made that Kansas can compel Texas witnesses to give up their emails.

28.    In light of previous discovery, only a Texas court will pry loose these documents from

CVR- Texas based companies whose headquarters are just miles from this Fort Bend County

courthouse.

9.     CVR has failed to mention any of its Sugarland witnesses except for Velasco, the current

safety executive.

30.    In addition, others are perceived to be necessary.

       a. Robert Haugen- Executive Vice President in charge of Refinery. Haugen is in charge

       of the day-to-day operation of the refineries. Haugen oversees how each plant is run and

       operates. (Deposition attached, Exhibit H)

       b. Chris Swanberg -former Executive Vice President in charge of Safety. Safety Executive

       in charge at the time of the explosion.

       c. Velasco - current Safety Executive.

       d. Jay Finks- Mr. Finks explains how CVR controls all monies. The plants, including

       CRRM, have no control over capital accounts. All of the money is controlled by corporate

       CVR. (Deposition attached, Exhibit I)




                                                 9
                                     CONCLUSION AND PRAYER

        WHEREFORE, PREMISES CONSIDERED, Plaintiffs pray that the Court enter an Order

denying Defendants Motion to Dismiss and retain this Case on the Court's docket in the 268th

Judicial District Court of Fort Bend County, Texas and further prays for such other and further

relief, at law or in equity, to which Plaintiffs may be justly entitled.

                                        Respectfully submitted,

                                        THE RIEBSCHLAGER LAW FIRM, PC
                                        80 1 Congress, Suite 25 0
                                        Houston, TX 77002
                                        Telephone: (713) 980-5300
                                        Facsimile (713) 583-5915
                                        Email: gary@riebschlagerlaw.com

                                       /s/Garv M. Riebschlager
                                        GARY M. RIEBSCHLAGER
                                        Texas Bar No. 16902200

                                        TATE MOERER & KING, LLP
                                        RICHARD L. TATE
                                        State Bar No. 19664460
                                        Email: rltate@tate-law.com
                                        KRISTIN REIS
                                        State Bar No. 24060478
                                        Email: kreis@tate-law.com
                                        206 South 2nd Street
                                        Richmond, Texas 77469
                                        Telephone:     281-341-0077
                                        Facsimile:     28 I -341-1003

                                        ATTORNEYS FOR PLAINTIFFS
                                        DONNIE COLLIER AND JENNIFER COLLIER
                                        DALE A. NIEMEYER AND WENDY NIEMEYER




                                                    10
                                CERTIFICATE OF SERVICE


        I hereby certify that a true and correct copy of the above and foregoing document has been
served in accordance with Rule 21a of the Texas Rules of Civil Procedure on the 5th day of August,
2015, upon all of counsel of record as indicated below:


Via Facsimile #(713) 222-0101
Mr. Phillip D. Sharp
Martin, Disiere, Jefferson & Wisdom LLP
808 Travis, 20th Floor
Houston, TX 77002
Email: sharp@mdjwlaw.com

Via Facsimile #(913) 661-9863
Lee M. Smithyman
Smithyman & Zakoura, Chartered
750 Commerce Plaza ll
7400 West llQth Street
Overland Park, KS 66210·2362
Email: lee@smizak-law.com


                                                      Is/Gary M Riebschlager
                                                      GARY M. RIEBSCHLAGER




                                                 11
Table nfContems



                                                     UNITED STATES
                                         SECURITIES AND EXCHANGE COMMISSION
                                                                   Washington, D.C. 20549

                                                                         Form 10-Q
{Marlc One)
      21       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
               OF 1934
                                                      For the quarterly period ended September 30,2014
                                                                                    OR

      D        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
               OF 1934
                                                       For the transition period from                    to

                                                                Commission file number: 001-33492

                                                     CVR ENERGY, INC.
                                                           (£.tact 11amt: ofrcgutmnt as sptcijied ;, its cl1at1cr)


                                    Delaware                                                                               XX-XXXXXXX
                          (State or otherjurisdiction of                                                                (I.R.S. Employer
                         incorporation Ol' organization)                                                               Identification No.)
                          1.1.71 Plaza Drive, Suite 500
                              Sugar Land, Texas                                                                                 77479
                     (Address ofprincipal e.tecutive offices)                                                                  (Zip Code)

                                                                           (181) 7.07-31.00
                                                     (Registra11t :S telephone number. im:ludlng area code)

   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or I S(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes Ia No C

   Indicate by check mark whether the registrant bas submitted electronically and posted on its corporote Web site, ifany, every Interactive Data file required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 n1ontbs (or for such shorter period that
the registrant was required to submit and post such files).'Yes ~ No C

  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of"largc accelerated filer," ••accelerated filer" and "smaller reporting company" in Rule 12b·2 of the Exchange Aet.
      Large accelerated tiler It!                Accelerated filer [J                           Non-accelerated filer [J                Smaller reporting company [J
                                                                                            (Do not check if smaUcr reponing
                                                                                                        comp~any.)


  Indicate by check mark whether the registrant is n shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [J                   No It!

  There were 86,831,050 shares ofthc registrant's common stock outstanding at Octobcr28, 2014.



                                                     ~------------------------------------------




                                                                                                                                                     EXHIBIT
                                                                                                                                            I        A
                                                                                       Pl
Table of Content~




                                                       UNITED STATES
                                           SECURITIES AND EXCHANGE COMMISSION
                                                                   Washington, D.C. 20549

                                                                         Form 10-Q
(Mark One)
    1ti   QUARTERLY REPORT PURSUANT TO SECTION 13 OR IS(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934
                                                    For the quarterly period ended September 30, 1014
                                                                                OR

    D     TRANSITION REPORT PURSUANT TO SECTION 13 OR IS(d) OF THE SECURITIES EXCHANGE ACT
          OF1934

                                                           For the traosldon period from      to
                                                               Commission file number: 001-35781

                                                           CVR Refining, LP
                                                            (Exact name ofrtgislmnt as specified In Its chnrttr)


                                                     Delaware                                                XX-XXXXXXX
                                           (State or other jurisdlctioll of                                (I.R.S. Employer
                                          Incorporation or orga11ization)                                Jde~rtiflcation No.)

                                           2277 Plaza Drive, Suite 500
                                                Sugar Land, Teus                                               77479
                                       (Address ofprincipal executive office.t)                               a;pcode)

                                                                            (181) 207-3100
                                                       (Registra11t s telephone 11umber, includi11g area code)

   Indicate by check mark whether the registrant (1) has fiJed all reports required to be filed by Section 13 or 1S(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the reglstrallt was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes liJ No 0

   Indicate by check llllUk. whether the registrant ha.<~ submitted electronically and posted on its corporate Web site, if any, evezy Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S·T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes~ No 0

  Indicate by check mark whether the registrant is a large accelerated filer. an accelerated filer, a non-accelerated 6ler, or a smaJJer reporting company. See
the definitions of''large accelerated filer," "accelerated flier'' and "smaller reporting company'' in Rule 12b·2 of the Exchange Act.
           Large accelerated filer 0               Accelerated filerCI                    Non-accelerated fiterli!l             Smaller reporting company Cl
                                                                                       (Do not check lr smaller reporting
                                                                                                  company.)
  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes C1             No~

  There were 147,600,000 common units outstanding at October 28, 20 J4.




                                                                                       P2
                                                                                                                               Page 1 of 1




                                                                                                               Investor Relations
                                                                                                                  CVI $39.58




                               Headquartered in Sugar Land, Texas, CVR Energy Is a
                               diversified holding company primarily engaged in the
                               petroleum refining and nitrogen fertilizer manufacturing
                                                                                                  CVR Energy, Inc. (NYSE: CVI)
                               industries through its holdings in two llmlled
                                                                                                  reports 2015 second quarter
                               partnerships, CVR Refining, LP and CVR Partners, LP.
                                                                                                  results and announces a cash
                               The CVR Energy portfolio of companies employs more                 dividend of 50 cents. Please click
                               than 1,300 employees and generated approximately                   here for more information.
                               $9.1 billion In net sales in 2014.

                               For more information on CVR Refining and CVR
                               Partners, please visit www.CVRRefining.com and
                               www.CVRPartners.com.




                                                                   I                          I
                     ~ I About CVR Energy !Investor Relations Community Involvement News Room Careers      I
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                                                                                                                                EXHIBIT


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                                                                                                                                           Page 1 of 1




                                                                                                                         Investor Relations
                                                                                                                              CVt $39.58


                                                                                                  -                  -    -


            About CVR Er.              .   cv~ ~enning, LP                                                     _ _
  ~~~--~CVR~efin;n~~
             CVR Partners,LP     d         CVR Refining, LP

                                  ~·
                                           Headquartered in Sugar Land, Texas, CVR
       Community Involvement;.·            Refining, LP is an independent downstream
                                           energy limited partnership formed by CVR
            lnvesta' Relntions             Energy, Inc., to own, operate and grow its
                  Ue.·1s Room ~   ~        refining and related logistics businesses.

                    Careers~               CVR Refining's petroleum business Includes a
                                           complex full coking, medium-sour crude all
                  Contact Us~              refinery with a rated capacity of 115,000 barrels
                                           per calendar day operated by Coffeyville
                        HomeD              Resources Refining & Marketing In Coffeyville,
                                           Kansas, and a complex crude oil refinery with a
                                           rated capacity of 70,000 barrels per calendar day
                                           operated by Wynnewood Refining Company in
                                           Wynnewood, Oklahoma. CVR Refining's subsidiaries also operate approximately 336 miles of active
                                           owned and leased pipelines, approximately 150 crude oil transports, a network of strategically located
                                           crude oil gathering tank farms, and more than six million barrels of owned and leased crude on
                                           storage capacity. Please click here to read more about CVR Refining's petroleum businesses

                                           CVR Refining, LP is traded on the New York Slack Exchange under the ticker symbol 'CVRR." CVR
                                           Energy subsidiaries serve as the general partner of CVR Refining and own the majority of Ihe
                                           common units representing limited partner Interests of CVR Refining.

                                           To learn more about CVR Refining, please visit www.CVRRefining.com.

  ____________,_,                                         ····-~ · '"""
                                                                   · ~.-~~~-~~----=-----------




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          Contact Us I CVR Refining. LP I CVR Partners, LP 1Privacy Policy I Legal Notice I Purchase Order Terms and Conditions



                                                  Copyright© 2015 CVR Energy, Inc. All rights reserved.




http://cvrenergy.com/CVRRefininglindex.html                                                                                                   8/4/2015
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              DE:PART[I.1ENT                                  2277         PLAZA DRIVE                    SUITE     500
      City
      SUGAR LAND
                                                                       IState
                                                                        TX
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      2277            PLAZA DRIVE                        SUITE          500 ,         SUGAR LAND                  TX      77479
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                    ,     J .I~
                             Officer, director and manager information is reported as of the date a Public Information
        /tPTe J/fH &1!/IIV/ Report Is completed. The information is updated annually as part of the franchise tax
      P
      -               -      report. There is no requirement or procedure for supplementing the Information as
                             offJCers, directors, or managers change throughout the year.
      SECTION A Name, title and mailing address of each officer, director or manager.
       NJ:nc                                                       Title                                                                                                m                   d      y       y
                                                                                                                                                                    I                 d
                                                                                                                                                                              m
                                                                                                       _rlrector

                                                                                                  PRE:_SIDE~--- (XI, _~_
                                                                                                                YES                                  Term
      JOHN J, LIPINSKI                                                                g o     &
                                                                                                                                                     expiration
                                                           - --
       Mailing addrc_s_s --~~             -   -   ---                                 C1ty                                                           State                        IZIP Code
      2277           PLAZA DRIVE                         SUITE          500           SUGAR LAND                                                     TX                             77479
      Name                                                                            Title                                      Director                               m     m       d     d      y       y

      ST.P.NLEY A. RIEMANN                                                            coo
                                                                                                                                  Ill     YES        Term
                                                                                                                                                     expiration
                                                                                                                                                                    I
       Mailing address
       2-277 PLAZA                  DRIVS                SUITE          5_00
                                                                                      City
                                                                                      SUGAR LAND
                                                                                                                                                     State
                                                                                                                                                     TX
                                                                                                                                                                                  I77479
                                                                                                                                                                                    ZIP Code

       Name                                                                           Title                                      Dire<:tor                              m     m       d     d      y       y


      SEE ATTACHED LISTING
                                                                                                                                  0       YES        Term
                                                                                                                                                     expiration
                                                                                                                                                                /

       Mailing address                                                                Gty                                                            State                        I ZIP Code

      SECTION 8 Enter the information required for each corporation or LLC, if any, In which this entity owns an interest of 10 percent or more.
       Nam~    or owned (subsidiary) corporation or limited liability company                       State of formation                  Texas SOS nle numb~r. if any          Percentage of ownership
      N/A
       Name of owned (subsidiary) corporation or limited liability company                           State of formation                 Texas 505 ~le number, if any          Percentage of ownership

      SECTION C Enter the information required for each corporation or LLC, if any, that owns an interest of 10 percent or more in this entity or limited
                   liability company.
      Name of owned (parent) corporation or limited liability company
      CVR REFINING HOLDINGS                                 LLC
                                                                            o "E' offormation      I      Texas 505 nle number, If any J Pcrcentage of ownershi p
                                                                                                                                      !                                                        100.00
       Registered agent and registered office currently on file {see instructions if you need to mak"'hanger)                      Check box if you need forms to change
       Agent: CORPORATION SERVICE COMPANY                                                                                         0the registered agent or registered office inform~tion.
                                                                                                            City
       office: 211 E . 7TH STREET                               SUITE 620                                 / AUSTIN
                                                                                                                                                         State
                                                                                                                                                         TX     I           \ ZIP Code
                                                                                                                                                                              78701
      The above Information is required by Section 171.203 of the Tax Code for each corporation or limited liability company that files a Texas Franchise Tax Report. Use additional sheets
      far Sections A, B, and C. If necessary. The information will be available far public Inspection.
                                                          nt and any attachments Is true and correct to the best of my knowledge and belief, as of the date below, a~d that a copy ofth\s report has
                                                        rc - - who a ~ticer, dire<: tor or manager and who is no1 currently employed by this, or a related, corporation or limited liability company.




          _                _                                                    Texas Comptroller ·Offidai.Us~:o!ltY-

                                                                                                                                                    1 vEtoE         lo1        PIRIND                  0


                                                                                                                                                   1 ~111 1111~                   EXHIB·IT

                                                                                                                                                                        l ~
                                                                                                         p1
                                       00022249880

TEXAS FRANCHISE TAX PUBLIC INFORMATION REPORT

CVR REFINING GP. LLC

SECTION A.

NAME I                         ITITLE I                        I    DIRECTOR
SUSAN M. BALL                   ICFOITREASURER                 I      lYES
MAILING ADDRESS I
2277 PLAZA DRIVE. STE. 500. SUGAR LAND. TX 77479

NAME J                          LTITLE   I                     I DIRECTOR
EDMUND S. GROSS                ISECRETARY/SVP/GENERALCOUNSEL   J     lYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND. TX 77479

NAME j                          LTITLE  J                      I    DIRECTOR
ROBERT W. HAUGEN                IEXECUTIVE VICE PRESIDENT      J      _lYES
MAILING ADDRESS j
2277 PLAZA DRIVE, STE. 500, SUGAR LAND, TX 77479

NAME     I                       ITITLE I                      I    DIRECTOR
WYATT E. JERNIGAN                IEXECUTIVE VICE PRESIDENT     1     JYES
MAILING ADDRESS _I
2277 PLAZA DRIVE, STE. 500__, SUGAR LAND. TX 77479

NAME     I                     LTITLE   I                      I DIRECTOR
DAVID L. LANDRETH              !SENIOR VICE PRESIDENT          I     IYES
MAILING ADDRESS _I
2277 PLAZA DRIVE. STE 500, SUGAR LAND, TX 77479

NAME     I                        LTJTLE   J                    I   DIRECTOR
NATHANL.POUNDSTONE               LCAO/ASST. VICE PRESIDENT     l      lYES
MAILING ADDRESS J
2277 PLAZA DRIVE, STE. 50Q_,_ SUGAR LAND. TX 77479

NAME     I                     ITITLE I                        I DIRECTOR
MICHAEL R. BROOKS              ICIONICE PRESIDENT              I   IYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND, TX 77479

NAME J                          ITITLE I                       L DIRECTOR
JOHN R. WALTER                  IVICE PRESIDENT                J lYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND, TX 77479

NAME     I                     ITITLE I                        I DIRECTOR
ANGELAJ.DASBACH                IVICE PRESIDENT                 I lYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE 500, SUGAR LAND, TX 77479

NAME     I                     [TITLE    I                     I DIRECTOR
GINA BOWMAN                    (VICE PRESIDENT                 I   (YES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND, TX 77479




                                                   P2
                                          00022249880


NAME J                          ITITLE I                                       I DIRECTOR
CARL C. ICAHN                   ICHAIRMAN                                      I X IYES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC., 2277 PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME    I                       ITITLE I                                       I   DIRECTOR
SUNGHWAN CHO                    IDIRECTOR                                      I   X _IYES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC., 2277 PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME J                          ITITLE I                                     I DIRECTOR
ANDREW ROBERTO                  )DIRECTOR                                   ~I X )YES
MAILING ADDRESS .I
C/0 CVR REFINING GP, LLC., 2277 PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479 ADDRESS??

NAME J                          ITITLE J                                       I   DIRECTOR
VINCENT J. INTRIERI             IDIRECTOR                                      I   X )YES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC., 2277 PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME J                           ITITLE I                                      I DIRECTOR
SAMUEL MERKSAMER                 IDIRECTOR                                     I X IYES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC.,   22n PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479
NAME     I                     ITITLE I                                        I DIRECTOR
DANIEL A. NINIVAGGI            IDIRECTOR                                       I X IYES
MAILING ADDRESS J
C/0 CVR REFINING GP, LLC., 227TPL/JZA DRIVE, STE, 500, SUGAR LAND, TX 77479          '


NAME    I                       ITITLE I                                       I   DIRECTOR
KENNETH SHEA                    I DIRECTOR                                     J   X 1YES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC., 2277 PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME J                         LTITLE   I                                      I DIRECTOR
JON R. WHITNEY                 IDIRECTOR                                       I X IYES
MAILING ADDRESS j
C/0 CVR REFINING GP, LLC., 22n PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME _I                        ITITLE I                                        I DIRECTOR
GLENN R. ZANDER                )DIRECTOR                                       I X IYES
MAILING ADDRESS I
C/0 CVR REFINING GP, LLC., 22n PLAZA DRIVE, STE, 500, SUGAR LAND, TX 77479

NAME I                          ITITLE I                                       I DIRECTOR
KEITH D. OSBORN                IEXECUTIVE VICE PRESIDENT                       I     tYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND. TX 77479

NAME     I                     ITITLE I                                        I DIRECTOR
R. WILLIAM WUENSCHE            ISENIOR VICE PRESIDENT                          I    _I YES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE. 500, SUGAR LAND, TX 77479




                                                  P3
                                       00022249880


NAME 1                         ITITLE I                 I   DIRECTOR
PATRICK J. QUINN               ISENIOR VICE PRESIDENT   I     I YES
MAILING ADDRESS [
2277 PLAZA DRIVE, SUITE 500, SUGAR LAND, TX 77479

NAME    I                      ITITLE   I               I DIRECTOR
CARL FINDLEY                   IVICE PRESIDENT          r   IYES
MAILING ADDRESS I
22n PLAZA DRIVE, SUITE 500, SUGAR LAND, TX 77479

NAME     I                     ITITLE I                 I   DIRECTOR
WESHARRIS                       IVICE PRESIDENT         I     IYES
MAILING ADDRESS I
2277 PLAZA DRIVE, SUITE 500, SUGAR LAND. TX 77479

NAME     I                     ITITLE   I               I DIRECTOR
RHONDA SPEER                   IVICE PRESIDENT          I   IYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE 500, SUGAR LAND, TX 77479

NAME     I                     ITITLE   I               -I DIRECTOR
PATRICK QUINN                  ISENIOR VICE PRESIDENT    I  .IYES
MAILING ADDRESS I
2277 PLAZA DRIVE, STE 500, SUGAR LAND, TX 77479




                                                  P4
       I'G1111301                                                                      ~~romaoun. FZLED
       (lkMied 1111)                                                                             In the Office of the
       bum hl dup1icatc to:                                                                  Secretar,r of state of Texas
       Sel:mfaly ofState
       P.O. Box 13697                                                                              JUN 2 82007
       AuldD, TX ?1'111·3697               Applleatlml for
       512 463-5555                       Becl*deD of.                                   Corporations Section
       PAX: 512146!-5709                 Forelp l'01'-Pn8t
       111111 Fee: $750                    C onUoa



      cvaa.u.• .
       2A. 1'hD mme of 1be c:capcatiG1l in fts jurildJcdcD ot fixmatfm cJa not coa1liD tbe wcmt
       "colpcultloa... "CCIDJIWI4Y," ~· ar "~~~~after (or ID ab1nYJadcll dlereof). The 1111110 of'tbe
       COipOl'BtioD wi1b die word or abbnMatiGo that it elecls to .dd fbr \1le mTeua is:




       3. Ita fedaal·cmployer idatjftC'doa JI1IIDber il:   ..-s....
                                                               -~_w_u  ___________
       D   Pedaml employer idmtlftcwdoll JIUIIIber iJdbmladoa is DOt milable at IJda time.
      4. It fi~Dco~poaded ader1be lawlof c-rn.-• ...._.oaatl7) _Dela........._W~~e.-..__ _ _ _ _ __
       IDd the datoofitllixmatloa hl1hatjuli8dlctlaa fa:                        ....,
                                                                ~~~-~~25.=21~00~16-~,......-----
                                                                                     .

      5. As of tbe date Of f11iDa, tbe 1DII1mlpecl cedi&elthlt die fcnip CQl)JOIIIIlGA cmreatly aiatl as a
      "ff1id cmpilldoo UDder 1!le Jawa of1ha jadldiclkm ofits~
      6. The JMIIPOIO or purj,osc. oftbo corporatfon 1hat it POJM*I to pauo in the tnmsactlon ofbaliDcu
      fD Taas aro Mt fai01 below. 'I1Io OCIIpOrltiab a11o Cldlflel dllt it II czdwhwl to pursue such llaled
      papoee Clr JQPC*1 fa the SID or COUidry . - whfch it is iacoqaalecL
      BoldiDa Compmy




                                                                      TX      USA                T/419



     Poma30J

    ~-,...c:r._.cw.


  REOI!I\I!b.
   JUN 281001.
Secretary of State
                                                                PS
                                        a....,JifaatA•fB,llalaa&WL ~-JC.
       D     9A.. TbD iDitial&egistered apm ia an orpd?Bticm (CIUIDCt be ati1y DIDlld above) by the ll8llle of.

       era
       Cl    9B. The iDitia1 nslllel'ed lpDt flm iDdivi4ul1 resident ofthe Slate whose aame is:

                                             m
       9C. The builD• addlea of1be reptac4 1p11t amt tbe nptere4 olllc»a&hess is:
      350M. SL Paul Sbat                                      D11Jaa                1X              '75201
       sm&                                       &                                 -      $&
       10. The eotporadoll hereby appoinls fllo SocRtary of State of Texas u ita apm for ICI'Yico of pocess
       UDder tim c:iJeWilltaceiiCII forth ID secdGD5.251 ofdle Tms a.m.. ()ralldzatioJII Code.
       11. TboDIIIDD aud eck1reu of each peDOR oa tho boald of diJcctoD is:




     ~r.~                ..




     FaaaJOJ
                                                          '

---·-----·---                 --·      --
                                                                P6
        A. (g) This dno!!']:lt':lrtbecomcs eflOciivewbeu the doorment iiJ filed by1hc ~ ofltllte.
       B. 0 'Ibis docum.errt become~ of&ctfvo at a l$r date, which u oot more than ~ (90) d=yl from
       the dine of liplzl&. l'he delayed effectivo date 18:
       C. 0 This document tDJa:e ~ upon.1h8 ()()CUil'CilDC of a fiiiarc CYent or fbct, other 1hmi the
       piiU8IC of time. The 9(/4 day after the date of JisniDg ia:
       The followina" c-mrt or fact will CIIUie 1he docamont b) tnko affect in 1ho ml!lll1lf described beLow:




       'lb8 ~-alp 1h!J doc:nmmt ~to 1he peaaltiellmpoled by law tbr the submiakm of a
       aJih!riaDy aka or fi:lucfukmt inatrumcm.




                                                    ·· ···ulr- tl/!-.~~ ....1 cf . . -vu'
                                                         ~ md. ti!Sa of&lllborizod penoa on behalf oltbo faraip
                                                     •   rllltlty




      F"""lOI                                               7

     DI*IUOC·~CT-~




- - - -·-- -- - ----- - - - - -
                                                                P?
Name:               JoJm I. Upbt•ld, Cbabmm of the Boaa1 ofD&eclan. ChiofBxecmive
                    Ofllcer aad Pleli4eat
                    c/o CVR Emqy, lDo.
                    rn7PlaaDdve, Suite 500
City, State. Zip:   Supr Lad, TCXII T1479
Name:               Staley A. RJ""""'\ Chief()paatins Ofllcer
Addreu:             do CVR.Baqy. IDe.
                    22T1 PlaaDlive, SUite 500
City, Stale, Zip:   Svaar LamJ; T11111 n479
Name:               Iamea T. ~leu. ChlefVmaudal Ofticer md Ttealmer
Addlas:             c/oCY.R.BDeraJ,b.
                    2277 PluaDdve, Suite 500
                    Sualr Lad, T1111 T/479
NIIDO:              :Bdanmd S. Oroa, Vice Plelldcat, Oeurll CouDse1 adSecntuy
Address:            e/o CVB. Emqy, IDe.
                    2277 Plaza Drive, Suite 500
City, Stl&a, Zip:   Supr Lad, Teas 77479

Name:               ltobert W. Hqea. Bucutive Vice PrEdellt, lefiDIDS OpemtiOIVl
Addlea:             e/o CVR Baqy, me.
                    22TI PlaaDriw. Suite500
~.State, Zip:       Sualr LIDd, Tea& '71479
Name:               ICmmA. Viet, Buoutive ViooPnlidcat, Gcmara1 Msaapr N"Jtrop
                    Pedili=
Acfdrea8:           r:/o CVRBDtqy, IDe.
                    2277 Plaza Drive, Suite 500
aty, State, Zip:    Supr LaDd. Tau 774'PJ
                    Chrlstoplu:r G. Swaaber& Vfco Preaiclellt, ~.Health and
                    Safety                    .
                    do CVR.Paergy, lDo.
                    2271 Plaza Dlive. Suite 500
                    SuprLIDd, Taa77479

Name:               Wesley a.k.Director
Addreb:             c/o CVR.Baqy. lao.
                    22"17 Plaza Drive, Suite 500
aty, State, Zip:    Sapr Lad. Teua 71479

Name:               ScoULcboft1z. DJreclor
Addnsl:             c/o CVB. J!Dersy, IIIC.
                    2rr1 Plaza Dtift, Suite 500




                                                   PB
  City, State, Zip:   Supr LaDd, Tezaa17479

  Name:               1tesfs B. Lippcrt,Dilector
  AddreE              rJo CVR Bmqy, b.
                      2271 Plaza Drive, Suite 500
  City. State, Zip:   Supr Lmt, T. . 71479
  Name:               George B. Mate1ich, Director
  .Adclr1K            do CYll BDcrsY. IDe.
                      21:17 P1lza Drive, Sul1o 500
  City, Slate, Zip:   Sapr Lad, Taas 77479

  Nae:                Staldey de J. Oabome. Dhector
  AddEeu:             c/o CVlt.!Dqy,lilc.
                      2271 PIIZI Drive, Suite 500
  City, State, Zip:   Supr I..aDd, Taas77479

  Name:               Kenneth~ Pcmtare16. Director
  Acldrea:            c/o CVll J!Deqy.Iuo.
                      2277 Plaza Drive, Suite 500
  City, Stile, Zip:   Supr Land, Tau 7747f

  Name:               Mad: Tomtial, Dbctar
  .Addmm:             c/o CVR Eaars1,1aa.
                      2271 Plaza Drive, Suite 500
  Qty, State. Zip:    Sapr Lllld, Texu 71479




---------·----------------~·--- ------~-··



                                                     pg
       Form306                                                                                  This space reserved for office use.
       (Revised OS/11)
       Submit in duplicate to:
       Secretary of State                                                                                                        FILED
       P.O. Box 13697                                                                                          ~:; Ollfca of the
                                                                                                                                     of State of Texas
       Austin, TX.78711 ..3697                          Application for
       512 463-SSSS.                                      Registration                                          · .. APR 12 2013
       F).U{:512/463-5709                           of a Foreign Limited
       Filing Fee: $750                                    Partnershi ·
                                                                                                                Corporations Section

       1. The entity is a foreign limited partnership. The name of the entity is:
       CVR Refinjng, LP                                                                                                               ....·
       Provide thefulllBgal name of/Irs entity tl8 slaltd in the entity's formation document in itsjurisdiction offormtlf/(m:

       2A. The name of the entity in its jurisdiction of formation does not contain the word "limited
       partnership, or "limited" (or an abbreviation thereof). The name of the entity with the word or
       abbreviation that it elects to add for use in Texas is:



       2B. The entity name is not available in Texas. The assumed natne undet· which the entity will qualify
       and transact business in Texas is:

       Tile assrmred name must include an acceptable organizational identifier or nn accepted abbreviation ofom~ ofthese terms.

       3. Its federal employer identification number is: ....;3~7_;;-1;;..:.7..;.;02;;...4.;;..:;6.::..3- - - - - - - - - - - -
      0     Federal employer identification number information is not available at this time.

      4. It is organized under the laws of: (set forlh state or foreign countty)                      Delaware
                                                                                                 ------------------------
      and the date of its formation in that jurisdiction is: _0...;.9.;...t1;;..;;7~/2;;..;;0....;.12_ _ ____,.~-------
       ~                                                                                                       nrmldi&J.w
      S. As of the date of filing, the undersigned certifies that the foreign limited partnership currently
      exists as a valid lintited partnership under the laws of the jurisdiction of its fonnation.
      6. The date on which. the foreign. entity intends to transact business in Texas, or the date on which the
      foreign entity first transacted business in Texas is: 01/23/2013
                                                                               ~~~~~~----~------~------
                                                                                mm/1~ Lmefeea mQ)' apply (see /nslntctlons).
      7. The principal office address of the limited partnership is:
      2277 Plaza Drive, Suite 500                             Sugar Land                              TX            USA                77479
      A.ddress                                                City                                     State        Country            Zip/Postal Code
                                          ·      Complete item SA or BB, but not bo1h. Complete item 8C.
      fgl 8A. The initial registered agent is an organization (~ot bcs ~ti~ named abo~e) by the name ~f:
                                  .
      Corporation Setvice Company d/b/a CSC-Lawyers Incorporating Service Company     ·. · ~
                                                                              ,. •· • r•, •• • ••                                                   ., • ••"•
                                                                                                                                                                  ·.:   I I,
      OR                              .                                                                             Jllii ,,.. ,~ •• ; • t1 r· •1 ' ·
      0                                                                                     ·
           8B. The initial registered agent is an individual resident of the -state whose nmne is: · ' •
                                                                                                           ·       ',it,V••\.!~ b •ji ~· c. 'al HlJt ••
              ..       .. ..           .. . . .. .. . .. - . .. . . . .,;.·. .. .. .. , ....                                            ~




      First Name

     Fon'n306
                                                       M.l.


                                                                           6
                                                                             LastNan~e                                   o   •   o

                                                                                                                             ·..-. . ..     M   -~ifft:x. ~   0   ..     f     :




,\
                                                                               P10
  8C. The business addt·ess of the registered agent and·the registered office address is:
 211 B. 7th Street, Suite 620                      ... Austin                                       TX           78701-3218
 Street Add1-eR                                        City                                         State        Zip Code
 9. The entity hereby appoints the Secretary of State ofTexas as its agent for service of process under-
 the circumstances set forth in section 5.251 of the Texas Business Organizations Code.
  10. Governing Pe.rso~: The name and address of each general partner is:
 NAME .AND ADDRESS OF GENERAL PARTNER (Enter lhc oamoofeithcr an individual or 8ll organ&atfoo, but not botb.l
        1P INDIVIDUAL


      · Firat Name                                     J,f.l.               !4stName                                    Sujft.x
 OR
        nr ORGANIZATION
        CVR Refining GP, LLC
        OrganlzatloiJ Nams
                                                                                             '
 2277 Plaza Drive, Suite 500                                    Sugar Land                       TX      USA· 77479
 Street or Mailing AddJ"eSS                                     City                             State   Country Zip Corle

 NAME AND ADDRESS OF GENERAL PAR.TNER (Enter tbonamo ofeither an mdMdual or an omanizatlou, but not botb.J
        lPJNDMDUAL


        FirstNams                                      MJ.              · LtutNanze                                     Sujjix
 OR
        IF ORGANIZATION

        Organization Nama

 Street or Mailing Atldl'esa                                    Ci/JI                        Slate       Comrtr:Y     Zip Code

 NAME AND ADDRESS OF GENERAL PARTNER (Eaterthcrnamo ofcilbcran blividual o1· an organization, but not both.)
        IF INDIVIDUAL
                                                                                       ...
       First Name                                     M.L                Last Name                                      Stdfix
 OR
       IF O~GANIZA.TION

       Organlzntlon. Name                                                                            .
· Street or Malli11g Add,.ess                                   City                         State       Cortntf.JI   Zip Code

                                          Supplemental Provisions/Information
 Text Area: _IThe attachea addendum. if any, Js hicorpor8.tcd herein by referenceJ




Form306
                                                                        7


                                                                            P11
                               Effectiveness of F~ing (Select either A, B, or C.)

 A. IZJ Thls document becomes e.ffectiv~ when the document is fi'led by the secretary of state.
 B. D This document becomes effective at a later date, which is not more than ninety (90) days from
 the date of signing. The delayed effective date is:
 C. 0 This document takes effect upon the occurrence of a future event or fact, other than the

Ipassage of time. The 90111 day after the date of signing is:
 The following event or fact will cause the document to take effect in the manner described below:




                                                 Execution
 The undersigned affinns that the person designated as registered agent has consented· to the
 appointment. The undersigned signs this d~cument subject to the penalties imposed by law for the
 submission of a materially false or fraudulent insb.ument and certifies under penalty of perjury that the .
 undersigned is authorized under the provisions of law governing the entity to execute the filing
 instrument.                                                                         ·

 Date:    3/ I ~/2013




                                                    CVR Refming, LP
                                                    By: CVR Refining GP t LLC
                                                    By: Edmund S. Gross, SVP, General Counsel and
                                                    Secretary
                                                    Printed cr typed name ofauthorized person.




                                                          ··.

Fonn306                                              •8


                                                          P12
  Form401-A
  (Revised 12/09)
                                    Acceptance of Appointment
                                                and
                                Consent to Serve as Registered Agent
                               §5.201(b) Business Organizations Code



  The following fonn may be used when the person designated as registered agent in a registered agent
  filing is an individual.                                       ·


                      AcC§ptance of Appointment and Consent to Serve as Registered Agent
  I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for

. Name ojrepressnted entity
  I am a resident of the state and understand that it will be my responsibility to receive any process,
  notice, or demand that is served on me as the registered agent of the represented entity; to forward
  such to the represented entity; and to immediately notify the represented entity and submit a statement
  of resignation to the Secretary of State ifl resign.

  x:
        SJgnat11re ofnglst.ml ogent                           Printed name ofreglslertd ogcnt       DDie (mmltld/yyyy)




  The following form may be used when the person designated as registered agent in a registered agent
  filing is an organization.


                      Acceptance ofAppointment and Consent to Serve as Registered Agent
  I am authorized to act on behalf of Co1poration Service Company d/b/a CSC-Lawyers Incorporating Service Comp y
                                          Name oforgani-zation dMignated as registered agent
  The organization is registered or otherwise authorized to do business in Texas. The organization
  acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for:
       CVR REFINING, LP
  Namfl ofrepre1ented entity
  The organization takes responsibility to receive any process, notice, or demand that is served on the
  organization as the registered agent of the represented entity; to forward such to the represented entity;
  and to. immediately notify the       e ed entity and submit a statement of resignation to the Secretary
  of State if the or anization ~ tgns.
                                                           Brian Courtney.
                                                           Asst. Vice President
                                                                                                04/1'2/2013
                                                                                                    Dat1(mml~)




 Form40l·A                                                3



                                                               P13
Limited Partnership Annual Report
1, Partnership Name: CVRREFINING, LP
2. Business Entity ID No.: 4708566
3. 'Dlx CloslngDaCe: December 2014
4. State of Organization: DE
s. omdal MaJilniAddi'CSJ:
     T.<\XDIREC'l'OR, 10 E. CAMBRIDGE CIRCLE DR. ST£.250, KANSAS 01Y KS 66103
                                                                                                                               ElectroDJc File Stamp
6. Partners wbo own 5% or more ol capital (Kausas LPa only):                                                                   Informatlon:

7. Does this partnenbJp own or lease I11Dd Jn Kansaa suitable for usc In agrlcul&urc? No
                                                                                                                               Filed
Federal Employer ldendncadon Number (FEIN): 0000000000
                                                                                                                                  • Date: 03/20/2015
 1 declare under penalty orperjuey pursuant co the laws orthe slate ot Kansaa that the CoregolDg b true and correct. 11
11

                                                                                                                                  • T~: 03:04:17 PM
Executed on Man:h 10 2015

S.linature or General Partner: Susan M. BaD




                                                                                                                           EXHIBIT

                                                                                                                          ~~
                                                                                             Pl
Limited Partnership Annual Report
1. Partnership Name: CVR REFINING, LP
2. Buslneu .Enti~J ID No.: 4708566
3. Tax Ooslng Date: December 1013
4. Sblte of Organbatlont DE
5. OIDeJal Malilaa Address!
   TAX DIRECTOR. 10 E. CAMBRIDGE cm.a.E DR. STE.lSO, KANSAS 01Y KS 66103
                                                                                                                            Electronic Flle Stamp
6. Partners who own 5% or more of capital (Kansas LPs only):                                                                Information:
1. Does this parmenbJp own or lease land 1D Kansas suitable for use In agriculture? No
                                                                                                                            Flled
Federal Employer IdendJlcadon Number (FEIN}: 0000000000
                                                                                                                               • Date: 03131/2014
"1 decl11re under penalty of perjury pursuant to the laws of tbe state of Kansas that the foregoing Is true and correct."
                                                                                                                               • Tmc: 04:02:4& PM
Executed on March 31 2014

Slpature of General Partner: Susan M. BaU

Contact phone number: 913·982-0500
.£-mall: ebarry@cvrenergy.com


Signature of General Partner!

Contact phone number:
E-maU:




                                                                                              P2
Definitiv~   Proxy Statement                                                                                    Page 3 of83




 Table of Contents




                                                                                                               April30, 2015
 To the Stockholders of CVR Energy, Inc.:
      You are cordially invited to attend. the 2015 Annual Meeting of Stockholders ofCVR Energy, Inc., on June 17,2015
 at 10:00 a.m. (Central Time) at 2245 Texas Drive, Suite 300, Sugar Land, Texas 77479.
      At the Annual Meeting, we will ask you to (1) elect nine directors, (2) ratifY the appointment of Grant Thornton LLP,
 an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31,
 2015, (3) consider au advisory vote on the compensation of our named executive officers, and (4) take action upon any
 other business that may properly come before the Annual Meeting.
      We have elected to take advantage of the nlles of the U.S. Securities and Exchange Commission that aJJow us to
 furnish our proxy materials over the Internet. As a result, we are mailing a Notice of Internet Availability of Proxy
 Materials (the "Notice"), rather than a full paper set of the proxy materials, unless you previously requested to receive
 printed copies. The Notice contains details regarding the date, time and location of the meeting and the business to be
 conducted, as well as instructions on how to access our proxy materials on the Internet and instructions on how to obtain a
 paper copy of the proxy materials. This process will substantially reduce the costs associated with printing and distributing
 our proxy materials.
      Whether or not you are able to attend, it is important that your shares be represented at the meeting. You can vote
 your proxy by telephone by following the instructions on the Notice. Alternatively, you may complete, sign, date and
 return the proxy card included in our proxy materials at your earliest convenience. If you attend the meeting, you may
 revoke your proxy, if you wish, and vote personally.
      As the representation of stockholders at the meeting is very important, we thank you in advance for your
 participation.
                                                                  Sincerely yours,



                                                                  ~
                                                                  John 1. Lipinski
                                                                  Chief Executive Officer and President




                                                                                                               EXHIBIT

                                                                                                       I     E

https://www.sec.gov/Archives/edgar/data/1376139/0001193125151 59173/d900352ddefl4...                               6/15/2015
                                                                 Pl
Definitive Proxy Statement                                                                                     Page4 of83




 Table of Contents

                                                  CVR ENERGY, INC.
                                                1277 Plaza Drive, Suite 500
                                                 Sugar Land, Texas 77479
                                                      (181) 107-3100
                                                   www.cvrenergy.com

                     NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS
     NOTICE IS HEREBY GIVEN that the 2015 AnnuaJ Meeting (the "Annual Meeting") of Stockholders ofCVR
 Energy, Inc. ("CVREnergy") will be held on June 17,2015 at 10:00 a.m. (Central Time), at 2245 Texas Drive, Suite 300,
 Sugar Land, Texas 77479, to consider and vote upon the following matters:
          1. Election of nine directors, each to serve a one-year term expiring upon the 2016 Annual Meeting of
     Stockholders or until his successor has been duly elected and qualified;
           2. A proposal to ratify the Audit Committee's selection of Grant Thornton LLP as CVREnergy's independent
     registered public accounting finn for the ftScal year ending December 31, 2015, which we refer to as the "auditor
     ratification proposal";
         3. A non-binding proposal to approve, on an advisory basis, the compensation ofCVR Energy's named
     executive officers, which we refer to as the "say-on-pay proposal"; and
          4. Transaction of such other business as may properly come before the meeting or any adjournments or
     postponements thereof.
      Only stockholders of record as of the close ofbusiness on April20, 2015 will be entitled to notice of, and to vote at,
 the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the meeting
 will be available for inspection during normal business hours beginning June 5, 2015 at CVR Energy's offices at 2277
 Plaza Drive, Suite 500, Sugar Land, Texas 77479. You can vote your proxy by telephone by following the instructions on
 the Notice. Alternatively, you may complete, sign, date and return the proxy card included in our proxy materials at your
 earliest convenience. If you attend the meeting in person, you may vote your shares of common stock at the meeting, even
 ifyou have previously sent in your proxy.
    YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE
 REQUEST THAT YOU READ THE PROXY STATEMENT AND VOTE EITHER (I) BY TELEPHONE BY
 FOLLOWING THE INSTRUCTIONS PROVIDED ON THE NOTICE OR (II) BY SIGNING, DATING AND
 RETURNING THE PROXY CARD INCLUDED IN OUR PROXY MATERIALS.

         IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS
      Our Proxy Statement and the CVR Energy 2014 Annual Report (our uAnnual Report"), which includes our Annual
 Report on Form 10-K for the year ended December 31,2014 and fmancial statements, are available at
 http://annualreport.cvrenergy.com.
                                                                 By Order of the Board of Directors,



                                                                 ~r;J~
                                                                 John R. Walter
                                                                 Senior Vice President, General Counsel
                                                                 and Secretary
 Sugar Land, Texas
 April30, 2015
                          If you vote by telephone, you do not need to return your proxy card.




https://www.sec.gov/Archives/edgar/data/1376139/000 119312515159173/d900352ddef14...                              6/15/2015
                                                                P2
Table of Contents




                                                      UNITED STATES
                                          SECURITIES AND EXCHANGE COMMISSION
                                                                  Washington, D.C. 20549

                                                                         Form 10-Q
(Mark One)
    ~     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934
                                                   For the quarterly period ended September 30,2014
                                                                                OR

    0     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF1934

                                                         For the transition period from     to
                                                             Commission flle number: 001-35781

                                                         CVR Refining, LP
                                                          (E.tactlltrme ofreglllrunt as specfjl~ In 1111 cha11e,.)


                                                     Delaware                                                 XX-XXXXXXX
                                          (State or otherjurisdiction of                                    (J.R.S. Emplo.ve1·
                                         incorporation or organization)                                    Identification No.)
                                           2177 Plaza Drive, Suite 500
                                              Sugar Land, Texas                                                   77479
                                      (Address ofprincipal execurive offices)                                   (Zip Code)

                                                                            (181) 107·3100
                                                      (Registrant~ telephone n11mber,   including area code)

   Indicate by check mark whether the registrant (I) has filed all reports required to be filed by Section 13 or I S(d) ofthe Securities Exchange Act ofl934
during tbe preceding 12 months (or for such shorter period that the registrant was required to file such reports). and (2) has been subject to such filing
requirements for the past90 days. Yes el No [J

   Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 ofRegulation S·T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such tiles). Yes I!ZI No [J

   Indicate by check made whether the registrant is a large accelerated filer, an accelerated tiler, a non-accelerated filer, or a smaller reporting company. See
the definitions of"large accelerated filer," ••accelerated filer" and ••smaller reporting company" in Rule 12b·2 of the Exchange Act.
          Large accelerated filer 0               Accelerated filer [J                    Non-accelerated filer I!ZI             Smaller reporting company [J
                                                                                       (Do not check if smaller reporting
                                                                                                   contpany.)
  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 ofthe Exchange Act). Yes [J No I!ZI

  There were 147,600,000 common units outstanding at October 28, 2014.


----------------------------·---·---------------------------




                                                                                                                                                  EXHIBIT

                                                                                                                                         I E
                                                                                        Pl
Table ofConrep!s
                                                 CVR REFINING, LP AND SUBSIDIARIES
                               NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                                         September 30, 2014
                                                             (unaudited)

    Titc price CRNF pays pursuant to the pet coke s11pply agreement is based on the lesser ofa pet coke price derived from the price received for urea
ammonium nittatc (''UAN''), or the UAN-based price, and a pel coke price index. The UAN-based price begins with a pet coke price of$2S per ton based on a
price per ton for UAN (exclusive oftransportation cost), or netback price, ofS20S per ton, and adjusts up or down $0.50 per ton for every S 1.00 change in the
netback price. The UAN-based price has a ceiling of$40 per ton and a floorof$S per ton.

    CRNF pays any taxes associated with the sale, purchase, transportation, delivery, storage or consumption of the pet coke. Amounts payable under the
feedstock and shared services agreements can be offi;et with any amount receivable for pet coke.

    The agreement has an initial term of20 years and will be automatically extended for successive five year renewal periods. Either party may tenuinate the
agreement by giving notice no later than three years prior to a renewal date. The agreement is also terminable by mutual consent of the parties or ifa party
breaches the agreement and does not cure within applicable cure periods. Additionally, the agreement may be temtinated ill some circumstances if
substantially all ofthe operations at the nitrogen fertilizer plant or the Coffeyville. Kansas refinery are peananently terminated, or if either party is subject to
a bankruptcy proceeding or otherwise becomes insolvent.

     Net sales associated with the transfer of pet coke from CRRM to CRNF were approximately S1.9 1nillion and $1.7 million for the three months ended
September 30,2014 and 2013, respectively. Net sales associated with the transfer ofpel coke fiom CRRM to CRNF were approximately S6.5 million and
$7.0 million for the nine months ended September 30, 2014 ODd 2013. respectively. Receivables of approximately $0.1 million and $0.6 million related to
the coke supply agrecmcn l were included in accounts receivable on the Condensed Con so lidatcd Balance Sheets at September 30, 2014 and December 31,
2013, respectively.

  Environmental Agreement

    CRRM entered into an environmental agreement with CRNF wbich provides for certain indemnification and access rights in connection with
environmental matters affecting the Coffeyville, Kansas refine!}' and the nitrogen fertilizer plant. Generally, both CRRM and CRNF have agreed to
indemnify and defend each other and each other's affiliates against liabilities associated with certain hazardous materials and violalions ofenvironn1cntal
laws that are a result ofor caused by the indemnifying party's actions or business operations. This obligation extends to indemnification for liabilities arising
out ofoff-site disposal ofcertain hazardous materials. Indemnification obligations of the parties will be reduced by applicable amounts recovered by an
indemnified party from third parties or from insurance coverage.

    The agreement provides for indemnification in I he case ofcontamination or releases ofhazardous materials that were present but unknown at the time the
agreement was entered into to the extent such contamination or releases were idenlificd in reasonable detail through October 2012. The agreement further
provides for indemnification in the case of contamination or releases which occur subsequent to the execution ofthe agreement.

    The term ofthe agreement is for at least 20 years, or for so long as the feedstock and shared services agreement is in force, whichever is longer.

  Services Agreement

    CVR Refining obtains certain management and other services from CVR Energy pursuant to a services agreement between the Partnership, CVR
Refining GP and CVR Energy dated December 31, 2012, as amended. Under this agreement, the Partnership's general partner has engaged CVR Energy to
conduct a substantial portion ofils day-to-day business operations. CVR Energy provides CVR Refining with the following services under the agreement,
among others:

         services from CVR Energy's employees in capacities equivalent to the capacities of corporate executive officers. except that those who serve in such
         capacities under the agreement sball serve the Partnership on a shared, part-time basis only. unless the Partnership and CVR Energy agree otherwise;

         administrative and professional services, including legal. accounting services, human resources, insurance, tax, credit, finance, government affairs
         and regulalory affairs;



                                                                                27




                                                                                     P2
Tah!c ofContenl:s
                                                CVR REFINING, LP AND SUBSIDIARIES
                              NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Condnued)
                                                        September 30,1014
                                                            (unaudited)

         management ofthe Partnership's property and the property ofits operating subsidiaries in the ordinary coutse ofbusiness;

         recommendations on capital raising activities to the board of directors of the Partnendlip's general partner, including the issuance of debt or equity
         interests, the entry into credit fucilities and othereapital market transactions~

         managing or overseeing litigation and administrative or regulatory proceedings, establishing appropriate insumnce policies for the Partnership and
         providing safety and environmental advice;

         recommending the payment of distributions; and

         managing or providing advice for other projects, including acquisitions, as may be agreed by CVR Energy and the Partnership's general partner from
         time to time.

     As payment for services provided under the agreement, the Partnership, its general partner or subsidjaries must pay CVR Energy (i) all costs incurred by
CVR EneJgy or its affiliates in connection with the employment of its employees, other than administrative personnel, who provide the Partnership setvices
under the agreement on a full-time basis. but excluding certain share·based compensation; (ii) a prorated share of costs incurred by CVR Energy or its
affiliates in connection with the employment of its employees, including administrative personnel, who provide the Partnership services under the agreement
on a part-time basis, but excluding certain share-based compensation. and such prorated share shall be detennined by CVR Energy on a commercially
reasonable basis, based on the pen:entagc oftotal working time that such shared penonnel aro engaged in perfonning setvices for the Partnership; (iii) a
prorated share of certain administrative costs. including office costs, sctviccs by outside vendors, other sales, general and administrative costs and
depreciation and amortization; and (iv) various other administrative costs in accordance with the terms ofthe agreement. including travel, insurance. legal
and audit SCJViccs, government and public relations and bank charges.

    Eitlacr CVR Energy or the Partnership's general partner may temporarily or pennancntly exclude any particular setvicc from the scope oftltc agreement
upon 180 days' notice. Either CVR Energy or the Partnership's general partner may terminate the agreement upon at least 180 days• notice, but not more lhan
one year's notice. Furthermore, the Partnership's general partner may tenninate the agreement immediately ifCVR Energy becomes bankrupt or dissolves or
commences liquidation or winding-up procedures.

    In order to &cilitate the carrying out of sctvices under the agreement, CVR Refining and CVR Energy have granted one another certain royalty-free, non·
e~tclusiveand non-transferable rights to use one anothcl's intellectual property under certain circumstances.

     The agreement also contains an indemnity provision whereby the Partnership, its general partner, and its subsidiaries, as indemnifying parties, agree to
indcnmify CVR Enc~gy and its affiliates {other than the indemnit)'ing parties themselves) against losses and liabilities incuned in connection with the
performance of SCIVices under the agreement or any breach oftbe agreement, unless such losses or liabilities arise from a breach of the agreement by CVR
Energy or other misconduct on its part, as provided in the agreement The agreement contains a provision stating that CVR Energy is an independent
contractor under the agreement and nothing in the agreement may be constnaed to impose an implied or express fiduciary duty owed by CVR Energy, on tbe
one hand, to the recipients ofsctvices under the agreement, on the other hand. The agreement prohibits recovery oflost profits or revenue, or special,
incidental, exemplary. punitive or consequential damages from CVR Energy or certain affiliates, except in cases of gross negligence, wJllful misconduct. bad
faith, reckless disregard in pcrfonnance ofsetvices undertl1e agreement, or fraudulent or dishonest acts.



                                                                              28




                                                                                   P3
                                                                                                           Filed
                                                                                           1/121201511:34:37 AM
                                                                                           Annie Rebecca Elliott
                                                                                                     District Clerk
                                                                                          Fort Bend County, Texas
                                                                                            Sonny Garcia
                                   CAUSE NO. 15-DCV-220330

DONALD R. COLLIER, JENNIFER J.                  §        IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                  §
WENDY NIEMEYER                                  §
                 Plaintiffs,                    §
v.                                              §       FORT BEND COUNTY, TEXAS
                                                §
CVR ENERGY, INC. and,                           §
CVR REFINING, LP.                               § Fort Bend County - 268th Judicial District Court
                 Defendants.                    §                JUDICIAL DISTRICT

                               PLAINTIFFS' ORIGINAL PETITION

TO THE HONORABLE COURT:

       COME NOW, Plaintiffs DONALD R. COLLIER, JENNIFER J. COLLIER, DALE A.

NIEMEYER and WENDY NIEMEYER complaining of and against CVR ENERGY, INC. and

CVR REFINING, LP (hereinafter collectively referred to "CVR''); Defendants herein, and for

cause of action, would respectfully show unto the Court as follows;

                                  I. DISCOVERY CONTROL PLAN

          1.   Plaintiffs intend to conduct discovery under Level 3 pursuant to Rule 190.3 of the

Texas Rules of Civil Procedure.

                                         II. PARTIES

       2.      Plaintiff DONALD R. COLLIER, is an individual who resides in Independence,

Kansas.

       3.      Plaintiffs JENNIFER J. COLLIER, is an individual who resides in Independence,

Kansas.

       4.      Plaintiff DALE A. NIEMEYER, is an individual who resides in S. Coffeyville,

Oklahoma.

       5.      Plaintiff WENDY NIEMEYER, is an individual who resides in S. Coffeyville,

Oklahoma.

                                                                                          EXHIBIT
                                                1
                                                                                    IG
                                                  Pl
        6.     Defendant CVR ENERGY, INC. (hereinafter referred to as "CVR") is a Delaware

corporation with its principal place of business located in Fort Bend County, Texas. Defendant

may be served with process by serving citation on its Registered Agent C. T. Corporation

System, 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201.

       7.      Defendant CVR Refining, LP (hereinafter referred to as "CVR Refining") is a

Delaware corporation with its principal place of business located in Fort Bend County, Texas.

Defendant may be served with process by serving citation on its Registered Agent CSC,

Corporation Service Company, 211 East 7th Street, Suite 620, Austin, Texas 78701.

                                ill. JURISDICTION AND VENUE

       8.      Plaintiffs seek damages within the jurisdictional limits of this Court.

       9.      This Court has personal jurisdiction over defendants because each of the

Defendants has its principal place of business in Fort Bend County, Texas and all Defendants are

engaged in foreseeable, intentional, continuous, and/or systematic contacts within Texas, so that

there is both general and specific personal jurisdiction.

        10.    Furthermore, exercising jurisdiction over those Defendants based outside of Texas

will not offend the notions of fair play and substantial justice.

        11.    Venue is proper in Fort Bend County, Texas pursuant to TRCP § 15.002(a) (3)

because it is the county of the defendant's principal office in this state.

                                IV. BACKGROUND AND FACTS

        12.    Plaintiffs are employees of Defendant Coffeyville Resources Refining &Marketing,

LLC (hereafter referred to as   "C~').      CRRM is a wholly-owned subsidiary and controlled by

Defendants CVR Refining LP, CVR Refining, LLC, and CVR Energy, Inc. (hereafter referred to as

"CVR").




                                                   2


                                                     P2
        13.      Plaintiffs, as employees of CRRM, worked at an oil refinery in Coffeyville, Kansas,

hereafter referred to as the Coffeyville Refinery or the Refinery. The Coffeyville Refinery is owned

and controlled by CVR.

        14.      On July 29, 2014, a critical leak occurred on a pump in the Isometric Unit of the

Refmery. A huge, fiery explosion resulted, severely injuring Plaintiffs and causing the death of

another employee, Greg Rigdon.

                            V. CAUSE OF ACTION-NEGLIGENCE

Relationship of CRRM and CVR

        15.      Plaintiffs incorporate, by reference to paragraphs two (2) through fifteen (15)

herein, their previous allegations.

        16.      CRRM is a wholly-owned subsidiary of CVR Refining LP, and ultimately, up the

corporate chain, a wholly-owned subsidiary of CVR Energy, LLC.

        17.      CVR Energy, Inc., and CVR Refining, LP ("CVR Refining") collectively

own/control CRRM. CVR are parent companies of CRRM. The CVR companies are created as a

vast web of corporate control and direction created for the sole purpose of maximizing profit,

co1porate greed and veiled legal attempts to protect themselves from their own negligence.

        18.      CVR controls CRRM in one or more of the following methods:

              a. CVR owns all or most of CRRM stock;

              b. CVR and CRRM have common directors and officers;

              c. CVR provides financing to CRRM;

              d. CVR subscribes to all ofCRRM's stock;

              e. CRRM is undercapitalized without CVR;

              f. CVR refers to CRRM as its subsidiary, division or department;




                                                   3


                                                    P3
              g. CRR.M's officers or directors follow direction from CVR; and

              h. the legal formalities for keeping these entities (CVR and CRRM) separate and

                 independent are obsetved.

        CVR is the collective, dominant corporation over CRRM, their wholly-owned subsidiary

and is therefore liable for the torts of its wholly-owned subsidiary.

        19.      On the occasion in question, CVR, by and through their officers, employees,

agents and representatives, independently committed acts of omission and commission which

collectively and severally constitute negligence that proximately caused the deaths of Plaintiffs'

decedents and damages to Plaintiffs. CVR failed. CVR's failure is negligence as defmed above.

                       VI. CAUSE OF ACTION-GROSS NEGLIGENCE

        20.      Plaintiffs incorporate, by reference to paragraphs two (2) through nineteen (19)

herein that additionally, Defendants' acts involved an extreme degree of risk to Donald R.

Collier and Dale A. Niemeyer, considering the probability and magnitude of the potential harm

to others, especially in light of certain facts which were known to Defendants before Donald R.

Collier and Dale A. Niemeyer sustained severe and disabling injuries.

        21.      Defendants' acts and omissions are of such a character as to lead to the conclusion

that they not only constitute negligence, but rise to the level of gross negligence/malice.

Defendants acted with conscious indifference to the rights, safety, and welfare of Donald R.

Collier and Dale A. Niemeyer, and proximately caused their injuries through the enumerated acts

or omissions.

                                VIII. CHOICE OF LAW- TEXAS

        22.      The corporate domicile of the CVR Defendants is Sugar Land, Texas. The acts of

negligence and gross negligence of Defendants CVR occurred in Texas by and through its




                                                    4



                                                     P4
corporate officers, directors and employees in Texas. Defendants CVR seek all benefits and

protections of Texas law. Texas has a vested interest in the conduct of its corporate citizens.

                                         IX. DAMAGES

       23.     As a result of the Defendants' actions, each Plaintiff has been deprived of the

care, maintenance, support, services, advice, counsel, and contributions of a pecuniary value, as

well as companionship and society, including love and comfort as a result of the injuries of

DONALD R. COLLIER and DALE A. NIEMEYER. Further, Plaintiffs have suffered pecuniary

losses, in the past, have experienced and will continue to experience immense mental anguish,

suffering and grief in the future.     Plaintiffs seek all damages available for the injuries of

DONALD R. COLLIER and DALE A. NIEMEYER.

       24.     The Defendants have been guilty of reckless disregard for the rights of others,

have acted intentionally and with malice towards others and engaged in conduct life-threatening

to humans. Plaintiffs are, therefore, entitled to an award of punitive damages.

                                   X. CONDITIONS PRECEDENT

       25.     All conditions precedent to Plaintiffs' right to recover herein and to Defendants'

liability have been performed or have occurred.

                                      XI. JURY DEMAND

       26.     Plaintiffs demand that all issues of fact in this case be tried to a properly

impaneled jury.

                             XII. REQUEST FOR DISCLOSURE

       27.     Plaintiffs request all information be provided pursuant to Texas Rule of Civil

Procedure 194.2.

                                 XIII. CONCLUSION AND PRAYER




                                                  5



                                                   PS
28.    WHEREFORE, PREMISES CONSIDERED, Plaintiffs pray that, after trial on the merits,

Plaintiffs obtain judgment against Defendants for the following:

           i. monetary relief over $1,000,000.00;

          j. pre-judgment and post-judgment interest thereon at the maximum legal rate;

           k. costs of Court; and

           l. such other and further relief to which Plaintiffs may be justly entitled.

                                      Respectfully submitted,

                                      THE RIEBSCHLAGER LAW FIRM, PC
                                      801 Congress, Suite 250
                                      Houston, TX 77002
                                      Telephone: (281) 904-1404
                                      Email: garv@riebschlagerlaw.com


                                     /s/Garv M. Riebschlagel'
                                     GARY M. RIEBSCHLAGER
                                     Texas Bar No. 16902200


                                      TATE MOERER & KING, LLP
                                      RICHARD L. TATE
                                      State Bar No. 19664460
                                      Email: rltate@tate-law.com
                                      KRISTIN RBIS
                                      State Bar No. 24060478
                                      Email: kreis@tate-law.com
                                      206 South 2nd Street
                                      Richmond, Texas 77469
                                      Telephone: 281-341-0077
                                      Facsimile:     281-341-1003

                                      ATTORNEYS FOR PLAINTIFFS
                                      DONNIE COLLIE]:t AND JENNIFER COLLIER
                                      DALE A. NIEMEYER AND WENDY NIEMEYER




                                                  6



                                                   P6
                              CAUSE N O . - - - - -
DONALD R. COLLIER, JENNIFER J.                        §    IN mE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                        §
WENDY NIEMEYER                                        §
            Plaintiffs,                               §
v.                                                    §   FORT BEND COUNTY, TEXAS
                                                      §
CVR ENERGY, INC. and,                                 §
CVRREFINING, LP.                                      §
             Defendants.                              §   _ _ _ JUDICIAL DISTRICT

            PLAINTIFFS' FIRST REQUEST FOR PRODUCTION
       TO DEFENDANTS CVR ENERGY, INC. AND CVR REFINING, LP

TO:    Defendant CVR ENERGY, INC., by and through its Registered Agent, C. T.
       Corporation System, 350 N. St. Paul Street, Suite 2900, Dallas, TX 77201
       Defendant CVR REFINING, LP, by and through their Registered Agent, CSC,
       Corporation Service Contpany, 211 East 7th Street, Suite 620, Austin, TX 78701
       COME NOW, DONALD L. COLLIER, JENNIFER J. COLLIER, DALE A.

NIEMEYER, and WENDY NEIMEYER (hereafter collectively referred to as

"Plaintiffs"), in the above entitled and numbered cause, and hereby pursuant to Rule 196

of the Texas Rules of Civil Procedure, serve the attached written requests for production

on Defendants CVR ENERGY, INC. and CVR REFINING, LP, requesting that

Defendants produce and pennit the inspection and copying the documents or things

requested below, within fifty {50) days after service of this request, at the office of the

Wldersigned located at THE RIEBSCHLAGER LAW FIRM, PC, 801 Congress, Suite 250,

Houston, Texas 77002, or at such other time and place as may mutually agreed upon.

                                     Respectfully submitted,

                                     THE RIEBSCHLAGER LAW FIRM, PC


                                     Is/Gary M. Riebschlager
                                     GARY M. RIEBSCHLAGER


                                             1



                                                 P7
Texas BarNo. 16902200
801 Congress, Suite 250
Houston, TX 77002
Telephone: (281) 904·1404
Email: gary@riebschlagerlaw.com



TATEMOERER&KING, LLP
RICHARD L. TATE
State Bar No. 19664460
Email: rltate@tate-law.com
KRISTIN REIS
State Bar No. 24060478
Email: kreis@tate-law.com
206 South 2nd Street
Richmond, Texas 77469
Telephone: 281-341-0077
Facsimile:     281·341-1 003

ATTORNEYS FOR PLAINTIFFS
DONNIE COLLIER AND JENNIFER COLLIER
DALE A. NIEMEYER AND WENDY NIEMEYER




      2



          P8
                        DEFINITIONS AND INSTRUCTIONS
The following definitions and instructions apply to the requests listed below:
       1.      ''Plaintiffs" refer to the Plaintiffs named in this lawsuit unless specifically
               referred to otherwise.
       2.      "Defendant" refers to CVR ENERGY, INC.; and CVR REFINING, LP
               and its agents, representatives and employees (past or present) unless
               referred to otherwise.
       3.      ''You," "your,'' or "yours" shall mean CVR ENERGY, INC.; and CVR
               REFINING, LP or your agent, contractor or designee
       4.      The tem1 "and/or," "or," and "and'' are used inclusively, not exclusively.
       5.      "Document(s)" shall mean all original or copies of communications
               reduced to tangible form, whether print or electronic fonnat, in the
               possession, custody or control of the Defendant.

       6.      The term "communication(s)" shall mean all emails, letters, telegraphs,
               memoranda, including all reports of or references to telephone
               conversations, face-to-face conversations or other fonns of oral or written
               conuuunications, whether maintained as print or electronic format.

       7.      "h1cident" or "Incident in Question" means the valve failure in the ISOM
               Unit occurring on or about July 29, 2014 causing the events and damages
               described in Plaintiffs' pleadings.

       8.      "Relevant Time Period" shall mean 5 years prior to the Incident, inclusive.

       9.      "OSHA" refers to Occupational Health & Safety Administration.

       10.     "EPA" shall n1ean the Environmental Protection Agency.




                                              3



                                                  P9
              PLAINTIFFS' FIRST REQUEST FOR PRODUCTION
                TO CVR ENERGY, INC.; CVR REFINING, LP

If you claim any document(s) are privileged and not discoverable, please identify
generally the document(s) withheld and the basis of privilege.

REQUEST FOR PRODUCTION NO. 1:
All documents evidencing statements made by witnesses pertaining to the Incident in
question.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 2:
All initial, preliminary, interim or final incident reports pertaining to the Incident in
question including but not limited to those prepared for or by:

       a)     You;
       b)     OSHA;
       c)     any other government agency or department.

       RESPONSE:



REQUEST FOR PRODUCTION NO.3:
All drafts of any accident/incident investigation reports pertaining to the Incident in
question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.4:
All documents furnished to any governmental agency related to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO.5:
All photographs or video recordings of or near the location of the Incident taken or
obtained as a result of the Incident in question.

       RESPONSE:



                                            4



                                             P10
REQUEST FOR PRODUCTION NO. 6:
All safety bulletins or memos issued or circulated pertaining to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 7:
All documents which identify any members of any incident investigation team pertaining
to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 8:
All documents which identify any members of any incident investigation team pertaining
to the Incident in question.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 9:
All photographs or video recordings taken or recorded during any site inspection related
to the Incident in Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 10:
All safety manuals, user manuals, maintenance and repair manuals in your possession
with regards to the ISOM Unit that forms the basis of this lawsuit.

        RESPONSE:



REOUESTFORPRODUCTIONNO.ll:
All docwnents, pertaining to the maintenance and repairs made, within the Relevant Time
Period.to the ISOM Unit va1ve that failed causing the Incident in Question.


        RESPONSE:




                                             5



                                               P11
REQUEST FOR PRODUCTION NO. 12:
All communications pertaining to the maintenance and repairs made, within the Relevant
Time Period.to the ISOM Unit valve that failed causing the Incident in Question.


       RESPONSE:



REQUEST FOR PRODUCTION NO. 13:
All OSHA reports and OSHA violations issued regarding your refmery in Coffeyville,
Kansas within the Relevant Time Period

       RESPONSE:



REQUEST FOR PRODUCTION NO. 14:
All documents prepared and submitted by you to OSHA or any other governmental
agency concerning your refinery in Coffeyville, Kansas regarding the Incident in
Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 15:
All documents prepared by you or any third party regarding the ISOM Unit valve failure
regarding the Incident in Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 16:
The Budget prepared by and for the Coffeyville plant, inclusive of the ISOM Unit, for the
year 2014 and submitted to the Board of Directors of Coffeyville Refining and Marketing
and/or its parents CVR Refining LLC or CVR Refining, LP.

       RESPONSE:



REQUEST FOR PRODUCTION NO. 17:
The Budgets prepared by the Coffeyville plant for the Relevant Time Period.


       RESPONSE:



                                            6



                                             P12
REQUEST FOR PRODUCTION NO. 18:
The Capital Plan prepared by and for the Coffeyville plant, inclusive of the ISOM Unit,
for the year 2014 and submitted to the Board of Directors of Coffeyville Refining and
Marketing and/or its parents CVR Refining LLC or CVR Refining LP


       RESPONSE:



REQUEST FOR PRODUCTION NO. 19:
All Capital Plans prepared by the Coffeyville plant for the Relevant Time Period.


       RESPONSE:



REQUEST FOR PRODUCTION NO. 20:
All communications between you and any agent, employee or representative of CVR
Refining LLC and /or CVR Refining LP regarding the Budget of2014.


       RESPONSE:


REQUEST FOR PRODUCTION NO. 21:
All cotruuunications between you and agent, employee, or representative of CVR
Refining LLC and/or CVR Refming LP regarding the Capital Plan of2014.


       RESPONSE:

REQUEST FOR PRODUCTION NO. 22:
All documents evidencing any actual maintenance upon the valve/pump from which
product leaked causing the Incident in Question.

       RESPONSE:


REQUEST FOR PRODUCTION NO. 23:
All documents evidencing any planned maintenat1ce upon the valve/pump from which
product leaked causing the Incident in Question.




                                            7



                                             P13
REQUEST FOR PRODUCTION NO. 23:
All documents evidencing any actual maintenance upon the valve/pump from which
product leaked causing the Incident in Question.

      RESPONSE:


REQUEST FOR PRODUCTION NO. 2:
All documents evidencing any inspection of the valve/pump from which product leaked
causing the Incident in Question during the Relevant Time Period.

      RESPONSE:




                                         8



                                          P14
                                            CAUSE NO. 15-DCV-220330

DONALD R. COLLIER, JENNIFER J.                             §       IN THE DISTRICT COURT OF
COLLIER, DALE A. NIEMEYER, and                             §
WENDY NIEMEYER                                             §
            Plaintiffs,                                    §
v.                                                         §      FORT BEND COUNTY, TEXAS
                                                           §
 CVR ENERGY, INC. and,                                     §
 CVR REFINING, LP.                                         §
            Defendants.                                    §          268TH JUDICIAL DISTRICT




                                                     VERIFICATION
STATE         OF TEXAS
                                       }
COUNTY OF HARRIS

       BEFORE ME, the undersigned authority, appe~       J\RY M. RIEBSCHLAGER, known
to me to be the person whose name is subscribed here· eing duly sworn, deposes and says that
the pages attached hereto are true and correc excerpts of the deposition of ROBERT
WESTGROVE HAUGEN, taken on January 19 0 5, in the above- ed matter.




       SUBSCRIBED AND SWORN TO bef~ po 11!Y Jlublic, by GARY M.
                                             '5'th                             ztl ()': ,
RIEBSCHLAGER, on this
witness my hand and seal of office.
                                    day of
                                          ~ .
                                              r
                                                ~
                                                     2015, to which
                                                                             UL ./
                                                                {PiA d         7JJ   fitN
        ~'"!"!''"

      f
       1.~;t f.c:;-'~    CECIUA GAITAN
      ~~:"\          Notarv Public. State of Texas              Notary Public in and for the State of Texas
      ..,_~~"'l"\·ii Mv Commission Expires
       "i:~;~t,{;~\"    December 05. 2017




                                                           Pl
                                                      Page 1
               CAUSE NO: 13-DCV-209679

LEEANNA MANN               IN THE DISTRICT COURT OF
and KARl SMITH,

      Plaintiffs,



vs.

CVR Energy, INC.;     FORT BEND COUNTY, TEXAS
CVR PARTNERS, LP;
CVR REFINING, LP;
GARY-WILLIAMS
ENERGY COMPANY, LLC;)
and WYNNEWOOD       )
REFINING COMPANY,
LLC,

      Defendants.          434th JUDICIAL DISTRICT




  VIDEO DEPOSITION OF ROBERT WESTGROVE HAUGEN
       TAKEN ON BEHALF OF THE PLAINTIFFS
          IN OKLAHOMA CITY, OKLAHOMA
              ON JANUARY 19, 2015




REPORTED BY:    KATHY FOREMAN, CSR #190

                                                 EXHIBIT

           MAGNA8   LEGAL SERVICES
                      P2
                                            I-    H
Page 6
 1           A     Robert Haugen.
 2                        (Plaintiff's Exhibit No. 1 marked
 3                        for identification)
 4           Q     I   hand you what's marked as Exhibit
 5       No. 1, which is the Notice of Deposition of the
 6       Corporate Representative of CVR Energy, Inc. and
 7       CVR Refining, LP, the person with the most
 8       knowledge regarding due diligence of the
 9       purchase or acquisition of the Wynnewood
10·      Refining Company.
11                 Is that your understanding, sir?
12           A     Yes.
13           Q     As the -- I'm going to just use CVR as
14       an acronym for CVR Energy and CVR Refining, LP.
15       Is that okay with you?
16           A     Yes.
17           Q     Have you been designated by CVR as a       I
18

19
         person with -- most knowledgeable regarding that
         topic?
                                                              I
20           A     Yes.                                       I
21           Q     All right.     Where do you work, sir?
22           A     At CVR Energy's Sugar Land office.
23           Q     All right.     Where do you reside?
24           A     Houston, Texas.
25           Q     How long have you worked for CVR



                             MAGNA8  LEGAL SERVICES

                                       P3
                                                          Page 7
 1   Energy, Inc.?
 2       A     Since June of 2005.
 3       Q     Am I correct in assuming that you
 4   worked for CVR Energy, Inc.?
 5       A     I worked for -- I'm an officer of CVR
 6   Energy, Incorporated.        I'm an officer of.CVR

 7   Refining, LP, and I'm an officer of Wynnewood
 8   Refining Company, LLC., I believe.

 9             I think I'm an officer of all of the

10   companies in the refining side of the business.
11       Q     All right.        So that would make you an

12   officer of CVR Energy, CVR Refining, Wynnewood

13   Refining, LLC, Coffeyville Refining and

14   Marketing, and then all of the other

15   subsidiaries on the refining side?

16       A     Right.

17       Q     Okay.    What office do you hold, sir?

18       A     Executive Vice President of Refining

19   Operations.
20       Q     How long have you held the office of

21   Executive Vice President of Refining Operations
22   for all of those companies?

23       A     I'd have to go back and look for each
24   specific one.     Obviously when we purchased

25   Wynnewood, I became an officer of that company



              MAGNA8     LEGAL SERVICES

                            P4
                                                           Page 9
 1   responsibilities.
 2         Q    Yes.
 3         A    So currently I'm responsible for the
 4   day-to-day operations of the refineries.        And
 5   I'll try to clarify that by excluding some             \
 6   responsibilities.
 7              So the marketing group, the marketing
 8   and supply group do not report to me.     Our
 9   economics and planning group is separate.
10              But if you look at the day-to-day
11   refinery operations and maintenance personnel
12   report to me.     Our environmental group reports
13   to me.    Our capital project group currently
14   reports to me, and the pipeline operations
15   group, similar to the refining group, so that we
16   have a marketing and supply group on the
17   pipeline operations that do not report to me but
18   the operational portion of the pipelines and the
19   truck operations on the pipeline side report to
20   me.
21         Q     In terms of planning and budgeting
22   currently, do you oversee or have reported to
23   you the planning and budgeting requirements for
24   each of the refineries?
25         A     Again, I'll try to -- it's somewhat



                MAGNA8   LEGAL SERVICES
                           P5
                                                      Page 173
 1                C E R T I F I C A T E
 2
 3
 4   STATE OF OKLAHOMA
                                  SS:
 5   COUNTY OF CANADIAN
 6
 7
              I, KATHY FOREMAN, Certified Shorthand
 8   Reporter within and for the State of Oklahoma,
     do hereby certify that the above-named ROBERT
 9   WESTGROVE HAUGEN was by me first duly sworn to
     testify the truth, the whole truth, and nothing
10   but the truth, in the case aforesaid; that the
     above and foregoing deposition was by me taken
11   in shorthand and thereafter transcribed; that
     the same was taken on January 19, 2015, in
12   Oklahoma City, Oklahoma, pursuant to agreement
     and under the stipulations hereinbefore set out;
13   and that I am not an attorney for nor relative
     of any of said parties or otherwise interested
14   in the event of said action.
15
              IN WITNESS WHEREOF, I have hereunto set
16   my hand and official seal this 1st day of
     February 2015.
17
18
19
20
21

22                       KATHY FOREMAN
                         State of Oklahoma CSR #190
23
24
25



              MAGNA8      LEGAL SERVICES


                             P6
                                         CAUSE NO. 15-DCV-220330

 DONALD R. COLLIER, JENNIFER J.                        §       IN THE DISTRICT COURT OF
 COLLIER, DALE A. NIEMEYER, and                        §
 WENDY NIEMEYER                                        §
             Plaintiffs,                               §
 v.                                                    §      FORT BEND COUNTY, TEXAS
                                                       §
 CVR ENERGY, INC. and,                                 §
 CVRREFINING,LP.                                       §
           Defendants.                                 §          268m JUDICIAL DISTRICT




                                                 VERIFICATION
STATE     OF TEXAS
                                     }
COUNTY OF HARRIS

       BEFORE ME, the undersigned authority, appeared GARY M. RIEBSCHLAGER, known
to me to be the person whose name is subscribed herein, bei duly sworn, deposes and says that
the pages attached hereto are true and correct excerpts o  deposition o JAY FINKS, taken on
December 10, 2014, in the above-styled matter.




       SUBSCRIBED ANDci)WORN                                   me a n t8!)' public, by GARY M.
RIEBSCHLAGER, on thisW\..:                              --~-~~~=...~-.---~ 2015, to which
witness my hand and seal of office.

                                                               circE Gat l£w
                                                            CECILIA GAITAN
                      -~-
                                                            Notary Public in and for the State of Texas
           ~-(~~·~::,,.        CECiliA GAITAN
          ~~~~\ Notary Public. State of Texas
          \":.~.~i~i        My Commission Expires
           •,~t:?.~:~~~#'    December 05. 2017




                                                       Pl
                                                            Page 1
                     CAUSE KO.   13-DCV-2~9679




                   ?laintiffs,

     vs.                                 FORT BEND COUNTY, TEXAS

     CVR ENERGY, INC.; CVR
     PARTNERS, LP; CVR
     REFINING, LP;
     GARY-WILLIAMS ENERGY
     CORP.; WYNNEWOOD REFINlNG
     COMPANY, LLC;

                   Defendants.       434TH JUDICIAL DISTRICT
    ********************************************************
                       ORAL DEPOSITION OF
                          JAY M. FINKS
                       DECEMBER 10, 2014
                          Volume 1 of 1
    ********************************************************

                ORAL DEPOSITION OF JAY M. FINKS, produced as
    a witness, duly sworn by me at the instance of the
    PLAINTIFF, was taken in the above-styled and numbered
    cause on the lOTH of DECEMBER, 2014, from 10:03 A.M. to
    1:08 P.M., before PENNY L. PABITZKY, CSR, RPR, in and
    for the State of Texas, reported by stenographic method,
    at the offices of Martin, Disiere, Jefferson & Wisdom,
    LLP, 808 Travis, 20th Floor, Houston, Texas, pursuant to
    the Texas Rules of Civil Procedure and the provisions
    stated on the record or attached hereto.
                              *****
                      MAGNA LEGAL SERVICES
                          866-626-6221
                        www.MagnaLS.com

                                                         EXHIBIT

                MAGNA8  LEGAL SERVICES
                                                     I I
\                          P2
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    };                                                                                            REQUESTEOINFORW.nON
             fOR THE DE.FENOANIS:                                       13
    H                                                                           PACWUNENUMBER                        I&CRJPIION
                 MR. PHIWP D. SHARP                                     u
    15           Martin Diskrc Jefferson & Wisdom. LU'                                     (Moadc6tion&l fnrormUionWIS ~)
                 SOST!avls                                              15
    l6           201hfJoor                                              u
                  Houston. Tcxas17002                                                                  EXHIBrJ'S
    17            713-632·1700                                          17
                 shalp@lllfjwla\Y,co:n                                          NO.               JD:RlP'I'Dl                                PAGE
    IE                                                                  HI
                                                                                 J Li.'l cfSubsidiaricl ofC'YR ~·.In::.                           9
                   and                                                  !f.
    't·                                                                         2 UniledStatt:sSecuritiesam£..chantc 38
                 MR. LF.F. M. SMITHYMAN                                 ~(        Cosnlission. Fomt J().Q. CVR Rdb1lng. LP
    2iJ          Smidl)'llWI &: Zakoum                                  :!1      ~      Sc:auitics&lld ~ Omrlsslon.                               74
                 7SO CciJUJlC!tC Plaza II                                              .Am:at:fm.'llt No, 410 FORM S-4. ~lioa
    71           7400 West IJOth Slnlet                                 20'            Scalcm:l1 uacfct dllt Securities Act 0
                 0\-cdml M. Kansas 66210.2362                                          1933. CVIt Rdinftv. UC. CX!ft'cyvillc
    2::          ~ll-661 -9800                                          2J             Finan;)e lllc:..Caslssm). CYR ~
                 lt:e@smlzak.com                                                       LP.(as Pan:nt Guamnfcr)
    23                                                                  24
    2<                                                                          4 Services A~ dated 12·31·12                                     so
    ;?S                                                                 25

                                                          Page 3                                                                                       Page 5
    ..                               APPEARANCES                         1                     PROCEEDINGS
    2                                                                    2              THE REPORTER: We are on the record at
    3        ALSO PRESENT:                                               3      10:03 a.m.. December lOth. 2014, in the l.ecAnna Mann vs.
    4                Mr. Edmund Gross                                    4      CVR Energy, ct at
    5                Ms. Penny L Pabitzky, RPR                           5              This is the deposilion of Jay Finks.
                     California CSR 13235 ·Expires 07/31/15              6              Stipulations. please?
    6                Texas CSR S040 .. Expires 12/31115
                     Texas Firm Registration No.: 633                    7              MR. RIEBSOILAGER: By the Texas Rules of
    7                Magna Legal Services                                8      Civz1 Procedure.
                     215-207-9460                                        9              MR. SMlniYMAN: That's where its
 8                                                                      10      appropriate.
 9                                                                      11              (Witness swam.)
10                                                                      12                                   JAYM. FINKS,
11                                                                      13      having been.fi:rst duly sworn, testified as follows:
12
13
14
                                                                        14
                                                                        15
                                                                                              EXAMINATION
                                                                                BY MR. RJEBSCHLAGER:
                                                                                                                                                                .I
15                                                                      16        Q. Oood moming, sir. Can you tell the Court and
16                                                                      17      jwy your name. please?
17                                                                      18        A. Jay finks.
18                                                                      19        Q. And where do yoU reside. sir?
19                                                                      20        A. Kansas City.
20                                                                      21        Q. For whom do you wolk'l
21                                                                      22        A. CVREnergy.
22
                                                                        23        Q. Energy?
23
24
25
                                                                        24
                                                                        25
                                                                                     A. Yes.
                                                                                     Q. How long have you worked for CVREnergy?
                                                                                                                                                                 I
                                                                                                                                                                .I
2 (Pages 2 to 5)                                          MAGNA8               LEGAL SERVICES

                                                                                     P3
                                                                     Fagc 6                                                            Page 8
             -      A. Approximately six years.                                    1       A. Tha1's cnrrc:cl.
         2          Q. Do you recall the yenr that you staned \\ith                2       Q. And the publicly-held companies arc CVR Energy.
         ·'       thl!m?                                                           ;     correct'!
         4          1\. Yes. 2008. March.                                                  A. '\'\.-:;.
         5          Q. Are you working pursuant to on employment
                                                                                   "!"     Q. CVR Punn~l's. LP'?
         E-       agn•cment?                                                  I
                                                                              t
                                                                                   0       :\. Com:cl.
         i          A. No.                                                    I    7       Q. And CV R Refining. LP. correct'!
         e          Q. Are you an officer or •• are you an officer of         I e          A. Correct.
         9        CVREnergy?                                                       9       Q. Now. underneath each one of tho~e entities.
        10          A. No.                                                        lO     there are vorious companies. correct?
        11          Q. Are you a director ofCVR Energy?                           11       A. Yes.
        12          A. Director as in director of investor relations.             12       Q. Do you hondle the cash for each one of the
        13          Q. Okay. Do you sit on the board of directotS of              13     wholly-owned or owned subsidiaries for each one of the
        14        CVREnergy?                                                      14     public entities just named?
        15          A No.                                                         15       A. Yes.
        16          Q. All right. What tilles ·-job titles do you                 16       Q. On the refining side, which would be- I'm
        17        hold at CVR Energy?                                             17     talking about refining ·- CVR Refining, LP. Docs your
        18          A. Director of investor relations.                            18     department handle all cash transactions for CVR
        19          Q. Wl18t are your job duties as director of investor          19     Refining, LP?
        20        relations?                                                      20       A. We manage the bank accounts pertaining to those
        21          A I manage the treasury and credit departments as             21     entities.
        22        well as the investor relations pertaining to the CVR            22       Q. Do you manage the bank accounts for its general
        23        Refining entity as well as CVR Energy.                          23     partner. CVR •• CVR Ref'ming Holdings?
        24          Q. Do you have a stair?                                       24       A. Yes.
        25          A. Yes,                                                       25       Q. So, that would actually be the owner of the GP.
                                                                 Page 7                                                                Page       9
         1         Q. How many?                                                    1     The CVR Refining, GP, is the general partner for
         2         A. Nine.                                                        2     Refining. LP. correct?
         3         Q. Jn tenns of investor relations, does your staff              3      A. Correct
         4       handle queries from investors, stock investors in the             4      Q. Do you - do you handle the bank accounts for
         5       Refining entities andlor CVR Energy?                              5     CVR Refining, GP?
         6         A. Yes. J do.                                                   6       A. Wedo.
         7         Q. Does it monitor stock prices. et cetera?                     7        Q. Do you-- do you handle the bank accounts for
         8         A. Yes.                                                         8     its owner, CVR Refining Holdings?
         9         Q. What other specific job duties do you do on a                9       A. Yes.
        10       day-to-day basis?                                                10       Q. Do you handle the bank accounts for CVR
        11         A. Within - I'll speak. to the treasury department             11     Refining, ILC?
        12       specifically. In the treasury department, we manago              12        A. Yes.
        13       cash amongst all entities· across - the three public             13        Q. Do you handle all the bank accounts for
        14       entities: CVR Energy. CVR Refining, and CVR Partners.            14     Wynnewood Energy Company, LLC?
        15                On the credit side, we - we look at the                 15       A Yes.
        16       creditworthiness of all of our customers to which we do          16        Q. Do you handle all 1he bank accounts for
        17       sales, both on the refining and on the fertilizer                17     Wynnewood Refining Company?
        18       businesses.                                                      18      A. Yes.
        19               In addition. at the tn:asury, we- we                     19      Q. Do you handle all the bank accounts for
        20       manage and administer the credit facilities for all of           20     Coffeyville Refining & Madceting. LLC?
        21       our public companies.                                            21      A. Yes.
\(      22         Q. All right So. y~ handle all cash?                           22      Q. Do you handle aU the bank accounts for crude
        23        A. Ub·huh.                                                      23     and transportation and so-and-so, LLC?
\i \I   24        Q. For all of the entities pertaining to each of                24       A. Correct.
.\      25       the publicly heJd companies?                                     25            (Marked Exhibit Nos. 11hrougb 4.)
  I




                                                MAGNA8           LeGAL SERVICES
                                                                                                                  3 (Pages 6 to 9)

                                                                      P4
                                                       ?ege     lO                                                            Page 12
          Q. (BY MR. RIEDSCHLAGER) All right. I'll hund you               l     the record. then, the -- the wholly-owned subsidiaries
       what's marked as &hihit No. 1.                                     2     of both Refining and Panners a~ listed on Exhibil
          A. Yes.                                                               ~o.   I'!
          Q. II appear~ h • ~ d list uf sub...,idi11rk·s th:.! I
       obtained us un c:<hibitto u flUhlicly tiled d{'lCUIIlc:nt nn   '   ~I
                                                                                  A. The •• th~ ~bsidiark·!: of CVR Refining and CVR
                                                                                Purtn.:rs ar~ listed here; but uddhiunally you ha\'c
        the SEC website.
                 DO«:S that ap~r to he: accurate'!
                                                                      I   6
                                                                          7
                                                                                {'(lffcyl'ille R~ources. I.I.C. which i!' not a part ofCVR
                                                                                Rctining and CVR Partnc:r.t.
          A. It appear~ l(' be:.                                          a       Q. CorTect. So, other than Coffey,ille Resourct.'1',
          Q. What subsidiaries does this - does                        9        LLC. the entities listed on Exhibit 1 are wholly-ownctl
  ~·
lO     E:dlibit No. I list?                                           10        subsidiaries of eilher Refining or Panners?
11        A Coffeyville Refining & Marh.1ing Holdings, Inc.           11          A. No. You have- there arc entities above CVR
12        Q. No. No. Of·· of which- ifs a bad question,               12        Refining, LP, as well. lisled on here.
13     and I apologize.                                               13          Q. All right. Who are·· who are those?
14        A. Okay.                                                    14          A. CVR Refining Holdings.
15        Q. Ofwhicb- of which parent does this Exlucir I             15          Q. Okay. And that would be the owner of the CGP?
16     Jist its subsidiaries?                                         16          A. COl'l'eCt.
17        A. Well. there are- these are aU legal - legal              17          Q. Anybody else?
18     entities. So, each would have a separate parent; and           18          A. At this time, tbat•s alii can see.
l9     then they would have a sepnrate parenL So, for                 19          Q. All right. Now. when you said earlier that you
20     instance, CVR Partners, LP, which is on the UAN side,          20        managed the bank accounts for those subsidiaries and the
21     which would have their CVR Panners, GP. which would be         21        public "'•ntities. what does that mean1
~2     above il So, each would have a separate parent; and            22          A. For instance, we actually process the payments
23     then that parent would have another parent.                    23        through our bank accounts. So, when accounts payable
2<1       Q. All right. And am J correct in assuming that             24        processes a payment to said vendor, we release the funds
25     the document in front of you pertains to the refining          25        for those paymenls and then report ending balances for
                                                       Page 11                                                                Page 13
 1     side, or does it pertain to Refining and the Partners              1     those bank accounts.
 2     ~~                                                                 2       Q. Okay. So, ifWynnewood, for instance. as a
 3       A. ADd Partner.;.                                                3     refinery would ·- would issue a PO or something for-
 4      Q. Okay. So, Exhibit I then includeS both Refining                4     to a vendor. teU me what the process is for payment of
 5     and Partners?                                                      5     that PO.
 6      A. Which is the fertilizer, yeah- yes.                            6       A. Jf... forpaymenlofapurchaseorder, it would
 7      Q. Okay. Now, you ... you read my mind.                           7     have to go lhrough the appropriate approvals for the
 8            Just so the jury undelstands, the way CVR                   8     delegations.
 9     Energy mns its business, it breaks out the nitrogen                9       Q. Tell me how that works.
1o     fertilizer business and- by the CVR Partners side,             1o          A. If an invoice came in fiom said vendor. it would
11     co~                                                            11        then have to be approved by, depauiing upon the amount
12             ADd 1hen it nms its Jefinmg business out               12        and the delegation of- ofthe penon who ordered the
13     of tbe CVR Refining, lP, side. Is that- is that                13        PO would have the authority ro authorize payment on that
14     close?                                                         14        PO. When- when the person bas1he correct authority,
15       A. 1hose are two separately public entities, yes.            15        then that would be processed through accounts payable.
16       Q. But my point is that the Ditrogen feniJizer               16                When accounts payoble reeetvcs it, they
17     business is- is opemted dvougb CVR Partners, LP.               ii        vcrify1hat tbepc:rsoa has the right authority. Well,
18       A. Yes.                                                      18        ouce- once that occurs. it•s booked and then the
19       Q. And the refining petroleum business is operated           19        payment of that invoice is lben processed through dlC
2o     through CVRRefinhl& lP.                                        2o        appropriate bank account--
21       A Yes.                                                       21          Q. All right.
22       Q. All right. And then profits. losses. and funds,           22          A. -for that legal entity.
23     they fiumei up through to CVR Energy.                          23          Q. Okay. So, once the purchase order has received
24       A. They are cansolidated up into CVR Energy.                 24        the comet authority-
25       Q. Okay. All right, Can you- can you read into               25         A. Uh-hub.




4 (Pages 10 to 13)                                    MAGNA8                   LEGAL SERVICES

                                                                                PS
                                                   Pagr: 1 tJ                                                             rage l 6
                                                                                                                                     -
       Q. - and lhat's a whole set of·· another set of           l            A. I bcJie\'c so.
 2   other .issues. I suppose - that purchase order then goes    2            Q. Okay. For instance, Wyrmewoud would be hooked
     ro account~ p3yablt>.                                                 up tt' it. Coff~y\'illc.• Refining and -· and Coffey' illt:
       .'\. Uh-huh.                                                        Crudl· --
 5     Q. Is ll1al a "yes"'!                                                  A. Yt:S.
       A v~.                                                     ..,          Q. •• would he hooked up tCI it'!
 i     Q. Okay. You have to give me a·-                                       A. Yes.
 8     A. Yes.                                                   u            Q. And Crude Transportation would be hooked up to
 9     Q. - either a "yes" or "no" for the court reporter                  it, and other companies on that list would be h<loked up
10   to take it down. 1 didn't go through these - our           10         to the Oracle system?
11   gro\Uld JUles, but you understand?                         11           A. Yes.
12     A Yes.                                                   12           Q. And just ... and just these other enrities would
13     Q. Now, the accounts payable you're talking about        13         have their own separate codes?
14   is at CVR. Energy in Kansas.                               14           A. You would have separate business units, for
15     A The- not specific for CVR Energy. Accounts             15         instance. accounting stream codes that were·· the -
16   payable is - is a department that processes payables       16         the invoice end/or expense would be coded to that
17   amongst a multitude of- of entities. It's not just         17         specific entity andfor department.
18   for CVR Energy legal entity. It could be for CVR           lS           Q. And getting back to your original testimony, the
19   Refining, LLC, as an example.                                         treasury department at CVR Energy handles the same
20     Q. Right. So- so, Wynnewood would have its own           20         scenario ofpayables for all the entitles in the CVR
21   accounts payable department?                               2l         Energy system?
22     A No. They may have an iJlClividual at the plant         22           A. We handle the cash movement across those
23   1hat may enter or code invoices into the~ but we           23         entities. We don't handle the actual accounts payable
24   do llave a centraJized accounts payable group.             24         function.
25     Q. So, w~ for- for-~ by way of example,                  25           Q. I'm still a bit unclear about the accounts

                                                  Page 15                                                                 Page 17
 l   only, and lhere are other subsidiaries, does not pay its    l         payable function. Can you enlighten me funher on tha~
 2   own accounts payable. In other words, it doesn't write      2         please?
 3   its own check?                                              3           A. What specifically do you not -
 4      A. I do not know that for sure.                          4           Q. All rigbL Let's just- again, the ·- the bill
 5      Q. But as fir as you understand 1he •• the method,       5         comes in to -from WyMewood?
 6   a Wynnewood clerk would enter it into the system and it     6            A. Uh-huh.
 7   would go Into ao accounts payable department and it         7           Q. And it needs to get paid. An electrical ••
 8   would ultimately get to your department for payment.        8         electrical contractor submits a bill.
 9     A. For the release of funds.                              9            A. Right.
10     Q. For the release-                                      10           Q. And it needs to get paid. Explain to me, the
11
12
       A. My -my department specifically releases the
     cash out ofthe bank aa:ount.
                                                                11
                                                                12
                                                                       .   Court, and the jury how that bill ultimately gets pai~
                                                                           1hrough your department step by step.
13     Q. And when )'OU say "my departmeut" -                   13            A. When the- when the invoice would be RCCived,
14            (Simultaneously speaking.)                        14         it would be coded by the appropriate accounting
15     A. Meaning- to clarify, the tteasmy department.          15         individual.
16     Q. (BY MR. RIEBSCHLAOER) Thctn:asuly dcpmtment           16            Q. At Wynnewood?
17   at CVR Energy?                                             17            A. J don't specifically know because it depends
18     A. Yes.                                                  18         upon where the invoices were to be teeeived. For
19     Q. Now, in the centmlized accounring system. arc         19         instance. if it was received somewhere else. it might be
20   all of the c:ompu1ies in the CVR system booked up to the   20         booked at a different location. So, once the invoice is
21   same CtlltrBUzed accounting system?                        21         then booked, as it gets processed through the- through
22     A We use Oracle.                                         22         the system- when I say •processed through the system,"
23     Q. Okay. Okay. Thank you for telling me who you          23         entered through accounts payable.
24   use, but are aU lhe companies still hooked up to- to       24                 Then it is then scheduled for payment,
25   Oracle?                                                    25         whether i~s ACH or wire or check. And once the ACH




                                  MAGNA8            LEGAL SERVICES
                                                                                               5 (Pages 14 to 17)

                                                       P6
                                                        Pc::ge 18                                                            Page 20
     and/or wire payments ore scheduled to be rc:h:a."~cd, the         1        A. Payment? No. They would go through their same
 2   treasury depanment then confimu those pnymcrus with               2     appro\'al process based upon the delegation of authority
     1hc ill\·oice und schcdulinJ!, viti the batc:h •. \I in: hntdt    ~     of the indi\lidual who is, A. I"CtJUCsting the cap X ln lx-
     sylilcm. L~t nll." •• th;at ""''~ not cnrn:cr.                    4     "l''~nt: :md nnce it gc:ls lhruu~h it~-- th~ system, th~·
              The= wire bHlch is nol a system. ll's a                  5     ftllpruvul of·· uf moneys for cup X would be wired or
     rc:pu:1. We Cl'nfinu th;at '' ith the invok~ aud wlun·!-          C.    ACII'd tht' smne way that a a·cs_!uhtr invoice for priming
     entered into (Jur bunking system. Confinn thut amd then           7     Wtluldb:.
 6   \\'~ release tbc: tunds.                                          e        Q. So •• so, the payment process under capital
 9     Q. All right.                                          9              expenditure, or cap X as you've abbreviated. is - is
10      A. We do not review all checks that are cut.        10               e..o;sentially the same. It ultimately comes out of the
11      Q. Okay. Is it safe to say, then, that CVR Energy   11               treasury department for CVR Energy. The only tnle
12    would pay the bills of Wynnewood Refining Company? 12                  difference would be the approval process for lhe capital
l~     A. No. Wynnewood Refining through CVR Refining 13                     expenditure.
14   pays tbe biJls.                                        14                 A. Correct.
15     Q. Okay. Through CVR Refining.                       15                 Q. Do you have any personal knowledge regarding the
16     A. Correct.                                          16               approval process for capital expenditures that pertain
17     Q. All righL So •• okay. 1got it now.                17               to, say. Wynnewood Refining Company?
18           So, CVR Refining then - or CVR Refining --     18                 A. 1-· fn general, J know the process. I don't
19   when you say "CVR Refining." ore you talking about the l 9              know specifics.
20   LP or the LLC?                                         20                 Q. All righL Can you give 1nc the-- generally, to
21     A. LLC.                                              21               the limits of your knowledge, the approval process for
22     Q. Okay. So. CVR Refining, LLC. pays the bj))s for 2 2                the approval of a capital expenditure for W)'JlDewood
23   Wynuewood Refining Company.                            23               Refining Company?
24     A. Not from a pure cash standpoint. It would be      24                 A. Wei~ the approval process begins with the
25   tbcn out -the best way to describe this, if ... if     25               capital plan. So, every year we go through a budget
                                                       Page 19                                                              Page 21
 1   you're looking at the entities, if Wynnewood Refining             1     into which we have a plan; and- and those capital
 2   Company has an invoice into which it pays, it pays out            2     plans are. therefore, approved.
 3   of- out of their account, which is funded by CVR.                 3              Once that's- once that's done. then, as
 4   Refining. So, it - it's- CVR Refining gets-                       ~     capital - capital expenditures become expensed and/or
 5   Coffeyville Resources- you've got- not Coffeyville                5     incurred. they go through approval processes similar to
 6   Resources - CoftCyville Refiniug & Marketing, et                  6     just like a TCgular invoice you would receive and based
 7   cetera. They ali have their specific accounts; but it             7     upon the delegations of authority to the correct •• the
 8   all gets paid out of Coffeyville- orCVR Refining,                 8     right individuals would have to approve those capital
 9   LLC.                                                              9     expenditures. And that would go through an APE, which
10    Q. CVR Refining, U.C.                                           10      is "Authority for Expenditure.• which is - that's the
11     A. Yes. l'mspecificallyspealdngtothewiresand                   11     difference tban a regular invoice you might get from
12   ACHs that wrn: doing. Now, checks migbl be cut on                12     printing.
13   different accounts.                                              13        Q. I get that.
14     Q. All right. And,~ that holds true for all                    14              You say that a capital plan is prepared and
15   the subs under Refining, U..C; Wynnewood--                       15     approved each yeaf/
16     A. Qude Transportation.                                        16         A. Uh-huh.
17     Q. -Crude TnnsportatiQDs Coffeyville, et cetera?               17        Q. •Yes"?
18     A. Yes.                                                        18         A. Yes. I apologize.
19     Q. AD right. Ta1k to me about capital                          19         Q. Now, is it prepared and approved each year for
20   expenditures, the big spends. Okay?                              20      each company?
21     A. lJh..huh.                                                   21        A. For- Petroleum would have its own capital
22     Q. Are those handled differently than day-to-day               22      plan. Fertilizer would have its own capital plan.
23   aCCOWlts payable?                                                23         Q. All right. Now, would it be ... when yoa say
24     A. "Handled differently'' as to?                               24      "petroleum," that would be CVR Refming, LP. would
25    Q. Payment.                                                     25      have-·




6 (Pages 18 to 21)                                     MAG NAG              LEGAL SERVICES

                                                                              P7
                                                                                                    J~;:.gp        ') . I
                                                                                                                   ,~
                                                                                                                           I
      J      A     Yl·;.;.                                                                                                              A I hdic\'C :'U.
     ;       Q
             A
                   -- ito. nwn cnpit;:l plaa. right?
                   Tlwi', 1igh1
                                                                                                                           I
                                                                                                                           I
                                                                                                                                .:      Q. Okny. 1\C'W. within tlu: c11pitt:l plan. yuu -· yoc
                                                                                                                                      ul,:u nu:nriuncd thL· ttml ''hl!dlo=l': "
i
I            (.1   '''l      Zll• t.   ~'~ti   •I: '•\ \'   f   1...,, t·&•'            'I
                                                                                '\ , ...::\, ! ••• , '   ...... p:l .. ;                :\ t t.-t;.L
           ph.r: b~1 ·•                                                                                                                 <J ')·'-"=-·:
             l\    C'n!k.-rivr!~ t 1 1l·~            \\ n:rlcl                                                             I             A. YL·c 1 apl'lC'!!ij',
             Q.    s,l, ~Ufll'C.:l!Vd)', ht'C.:UU~~ i1'~                       niJ   dtrllC IIJl tl                                     0. Jt's t:m•l, m~m. lmcun. you thm't h.:..·illf)· "''cry
     I     cull~cuw hao;i~.  Am 1-· am I right'?                                                                                 ~~   duy.
     9      A. Well. it's·· wc:11, ia's bouoms up. So. you                                                                      ~             In tcnns of the: budget thnl you mentioned in
    10    would look at each individual plan and ha\•e a capital                                                               jQ     reference to a capital plan, what wen: )'Ou referring to?
    11    plan for each. and then you would have a total                                                                       ll       A. The annual budget.
    12    consolidated capital plan.                                                                                           12       Q. Okay. Now, the same series of questions.
    13      Q. And, so, they arc consolidated just like you                                                                    13             Is the annual budget prepared by- on a
    14    have consolidated statements and tax returns and                                                                     14     consolidated basis by each wholly-owned subsidiary,
    15    whatnot?                                                                                                             15     which is then CODSOJidated into CVR Refining, LLC, which
    16      A. Yes.                                                                                                            16     is then consolidated into 8 comprehensive consolidated
    11      Q. Even your capital pJans are consolidated into                                                                   17     annual budget for CVR Refining, LP?
    18    refining lllld consolidated into partncf!:.                                                                          18       A. Yes. And then-
    !0.     A. Correct.                                                                                                        19       Q. Per year'!
    20      Q. So, then. truly. then, Wynnewood or Coft'eyville.                                                               2(1      A. Per year. and then consolidared up into CVR
    21    Crude. c:1 cetera. would have their own capital plan per                                                             21     Energy.
    22    year. Consolidate that up into Refining, LLC and then                                                                22       Q. And then consolidated into CVR Energy.
    23    consolidate thut into Refining, LP. Am I accurate?                                                                   23             Now, is the - is the budget document
    24      A. Yes.                                                                                                            2~     separate from lhe capital plan or is it subsumed within
    25      Q. And, so. there should be a written document for                                                                 25     the capita} plan?
                                                                                                   Page 23                                                                               Page 25
     1    a capital plan per year for·· for Wynnewood through LLC                                                               l       A. It's a schedule of lhc annual budget.
     2    and then through CVR Refining, LP.                                                                                    2       Q. When you say ''schedule of1hc annual
     3      A. Forawrittenplan?                                                                                                 3     budget., I- I -I-
     4      Q. Yes.                                                                                                             4       A. Capital plan of the annual budget.
     5      A. There would be a- there would be 8 plan for-                                                                     s             MR. SMITilYMAN: Yoo've got to wait until
     6
     1
          yeah. There would be-l don't know about a specltic
          written plan, but a·· a schedule of anticipated capital                                                               ,
                                                                                                                                6     he's done because she takes down what he says-
                                                                                                                                             nm     WITNESS: I thought he was doae. J
     8    expenditures.                                                                                                         8     apologize.
     9      Q. Okay. Got it. Is that what a capital plan is,                                                                    9             MR. SMl'IHYMAN: Well, just 1Blce your time-
    10    is a schedule ofwritten ··I mean, a written schedule                                                                 10           THE WITNESS~ Okay.
    11    of anticipated expenditures?                                                                                         11           MR. SMl'IHYMAN: -and make sure you
    12      A. Yes.                                                                                                            12     UDdasland.
13          Q. Okay.                                                                                                           13             1HE WITNESS: Yes, sir.
14          A. That's the way my capital plan is.                                                                              14             (Brief comments oiftberecmd.)
15          Q. Allrfght Okay. That'sthe-that'stheway                                                                           15       Q. (BY MR. JUEBSan..AGER) Let me do aJeSCart. So,
16        you perceive ft to be?                                                                                               16     the buds« and you said schedule of annua1 plan. Is a-
17          A. Yes.                                                                                                            17     is a- is the annual plan atC8Chect as a schedule to
18          Q. Have you seen those?                                                                                            18     anodter document or is it a separate~ called
19          A. Have I seen a cap X piBD? Yes.                                                                                  19     "&DI1U81 plall"?
20          Q. Yes. And - and can you tell me what the title                                                                   20       A. 1he budget would have- would include a capital
21        of the document is. for lack or a better word. so 1 can                                                              21     plan.
22        ask for it?                                                                                                          22       Q~ So, 1he budget is- is the primmy document and
23          A. •cap! tal Plan." I mean that-                                                                                   23     the capi1Bl phm is subsumed within the budget.
24          Q. Okay. So, ifl ask fora c:apilal plan. then CVR                                                                  24       A Partof.
25        Refining, LP. will know what I'm asking for?                                                                         25       Q. Yes, i~s a part of the budget.




                                                                 MAGNA8                                  LEGAL SERVICES
                                                                                                                                                            7 (Pages 22 to 25)

                                                                                                              P8
          J             And. uuc\.' a~ain. \\'ynnC\\'Ctnd wuuld ~uhmu a                                        A h "'"'uld l!U 1tt -- uf lht: LP
              hud~tt. (tlffcy\'illc "'''uld ~ubmit a hudg&:t. Crude. and                                      Q Sn., then. the LP t'r •·
              ;•If 1111: ~\ih~o:idiol 1 'i\·c; \\ Nl)d .:uhmit :a hucl~·d f&'l ;I H'ol!.       :     -:.      ,, I hdit'\C .. J hdii!VI.' I •• h(.'IU~lll~·. J -I
                                                                                                            d,n·c    ,.,,1'~:   :11·   I dc!l\·1   ''·;·!111•111   '"l'••cl   I 1~1 nr•l ,.;•.,·
                :\.   )ll&l~ll t.I.U\'. ::11. :.p1.1.1IJ.; .. O:l huo\ Cio\~   &i\! ••   :~:                1.'\,:\'1:~·   --

              ··:l L'k .;mrct!;in~       ·\:, \·o:: r~fcrr::1~·! . 1i:,· .-:.p·::ti .                         0       0~.:1\'
                Q. Pial'-·                                                                                                     r,\ lht'X.
                                                                                                               A. -- ""''" il J:!"''t."'
                :\ ·- plun'!                                                                                       (Simuhancw.ody Sf1C41kin&.}
                Q. •• and budget.                                                                             Q. (BY ~iR. RIEBSCHLAGER) ll1c LP -- the LP dn·.."lln'l
      ](;       A. Yes.                                                                            10       have a board TI~e OP does.
      11        Q. All tbe same ••                                                                 11         A The OP, yecll. I apologize.
      12        A. Yeah. Now, J•• I do not know specifically on                                    12         Q. So, the OP of the LP would approve the capital
      13      the details of how they roll up into that. I was                                     13       plan'!
      ]4      speaking to a capital - overall capital plan that I ••                               14         A Jam not sure.
      15      that 1know of and how that gets approved. How it rolls                               lS         Q. All right. Once tbe capital plan budget is
      16      up into there. I am not completely awan: of all the                                  16       approved by all the seaiormanagcmem and board oC
      17      details.                                                                             17       directcn for CVR Refining. LP, does it- where docs it
      18        Q. TI1e one thin!! we're absolutely sure of is that                                18       go next. if anywhere?
      :9      per year there is a cnnsoJidated capital plan hud~el pet                             19              r>oes ic go lo CVR Energy for appro\'al'!
      20      year in •• ill possession of CVR Refining. LP.                                       l. o       A. I - f•n not sure.
      i1        A. Yes.                                                                            ~l         Q. Who would know?
      2~        Q. How ifs •• how it's created and how il does its                                 '2         A. l'he- the formal process'!
      23      business. you're nol precisely sure of all those                                     23         Q. lnl·huh.
      24      details?                                                                             24         A. Ms. Boll.
      25        A. Correct.                                                                        25         Q. Okay. Is Ms. Ball a part of the approval

                                                                               Page 27                                                                                                   Page 29
       1        Q. All right. I can live with lhaL                                                  1       process of the capital plan and/or budget for CVR
       2             Mr. Fink. are you familial- familiar with                                      2       Refining, LP?
       3      the approval process of capital plans ancilor budgets by                              3         A. When you say "the final approval," 1- she's
       4      CVR. Refining, LP?                                                                    ~       part of the senior management team lbat would then
       5        A. In - in general, yes.                                                            5       review it.
       6        Q. Can you ten sne what your general knowledge is,                                  6         Q. Okay. Because she's the chief financial
       7      lhen, of the approval of capital plaus and budgets by                                 7       officer?
       8      CVR Refining, LP?                                                                     8         A. That's correct.
       g        A. They are Jftp8l'ed annually. They are thcra                                      9         Q. And because she is also treasurer of the
      10
      ll
      12
              presented to senior management, then presented to the
              oomn
               Q. Okay. Wba you say "seaformanagement" for CVR 12
                                                                                                   10
                                                                                                   11
                                                                                                            company, she's also- ofCVR Refining, LP; CVR Energy;
                                                                                                            and a bunch of other companies, she's considered to be
                                                                                                            part of the senior management, ccnrect?
                                                                                                                                                                                                   .I
      13      Refining. LP, to whom are you referring?         13                                             A. Yes.
      H         A. The executive management team ofCVR Refining.                                   1~         Q. So, she would have personal knowledge of the
 ~·   15        Q. And whom would that be?                                                         15       approval process of a capical plan and the budgets?


~~
      16        A. That would be -1 don't have -1 don't have                                       16         A Yes.
      17      the officers memorized.                                                              17         Q. She would. likewise, have personal knowledge of
      18         Q. Okay. But it would be presented to the ofticetS                                18       the next level ofapprovals by CVR Energy. I'm assuming,
      19      of Refining or the officers ofthe OP? Which one or                                   19       ofthe- ofthe capital plau and budgets for the same
      20      both?                                                                                20       reasons because she's chieffmancial officer ofCVR
      21         A. It would be·· wilhout seeing a comparative                                     21       Energy and treasurer ofCVR Energy.                                                     .I
      22      list. J wouldn't be able to answer that specific:a11y.                               22                Would you agree with that?
      23         Q. Okay. And theo once the seniormanagemen1                                       23         A. Yes. She's the CFO ofCVR Energy and treasurer.
      24      approves the budget, the capital plan ofCVR Refming,                                 24         Q. Do you have any knowledge regantiog what makes
      25      LP, is submitted to the board ofdirc:dOJ"S of whom?                                  25       up the budget for- what items make up the budget




      8 (Pages 26 to 29)                                                       MAGNA8                      LEGAL SERVICES

                                                                                                             pg
                                                                                  Pr!oe 30

     foz -· thr annu&l bud!!cr "'~ CVR Rdin!n~?
       A. Wh:st specific itc:n,~
                                                                                                    I
                                                                                                    I


                                                                                                          2
                                                                                                              gu through soml· of that in a minute.
                                                                                                                     You said you "assisted.'' \Vho did you
       0. \\'IIlii dtlC!' •• wltm d:'.:l' CVR Hctining. I P. an,·mpl                                !         3~Si~t'!
     '••rlai:_'l"! ~- ••• ·1\ ~C',·:·- 11,1   ... ::' ... a;.·;.·~.\~ .. ~ \.:.•l·:~::\· ..                     t~       111\·   t H ·,.
     ;,~: J ••ll''-'''. hj •• ~•. ; .. :;•.::n.... i c.;-..L·,;.··•··                                           Q.   ~U:'illi      B•dl.
       A Tlw h:td~eT i~ rlw t~nt'•mi'l~ ~!:m fr. .. th, •• rc'r                                                 :\   ~0.
     the 1\~XI ~ l.";l.T.                                                                           iI          Q. Mr. Morgnn'!
       Q. It wnuld. 1 a~sunw. include                      ullc.1cation ,,,. Cll!'l~                I     b     A. Yes.
     uffccdslock. for inslanrt'·~              In other words. C("ISI of                                        Q. Was Susan Ball not involved in the- acquisition
10   materials. cost of personnel: cost of leases; cost of··  ' 10
                                                                 9                                            of Wynnewood Refinery?
11     A. The budget ••                                         11                                             A. I can't speak on her behalf.
12     Q. -- the cost of operation. ll would include            12                                             Q. Oh, okay. But you were working with
13   costs and then it would include capital expenditures and   13                                            Morgan and-
14   then it also would include anticipated profits.            14                                              A Yes.
15   ct cetera.                                                 15                                              Q. •• and pardon me. J have forgotten his first
16            Am I roughly COJTect?                             16                                            name.
17     A. The budget would include an operating plan which 1 7                                                  A. Edward.
lE   would include your opemting rates for the year. It         lB                                              Q. Was he Ute chieffinandaJ officer at the time?
19   would include an estimated cost of cn1dc, cosr t"f         19                                              A. Yes.
20   products sold, labor costs, and then would include )•our   20                                              Q. And Ms. Ball was an accounting officer, ifl
2:   anticipated earnings for the year.                         21                                            recall-
22     Q. Docs it include such items as maintenance,            22                                              A. Yes.
23   safety, and upkeep of the refineries?                      23                                              Q. .... is that co~tect?
24     A. Y~. The capital plan would include that.              24                                                    Is Mr. Morgan still with CVR Energy?
25     Q. You said the capital plan would include               25                                              A. No.
                                                                                 Page 31                                                                  Page 33
 1   maintenance, safety, and upkeep of the refinery?                                                     l    Q. When did he leave?
 2     A Olpital expenditures, yes.                                                                       2           Well, let me ask a better question.
 3     Q. Do you have anypersonallmowledge of the                                                         3           Is Mr. Morgan employed by any entity in the
 4   acquisition of the Wynnewood Refinery in 2011?                                                       4   CVRsystem?
 5     A Define umowledge." I know of-                                                                    s    A. No.
 6     Q. Were you- were you involved in the process of                                                   6    Q. Can you tell me why?
 7   the acquisition of the Wynnewood RefineJy?                                                           7    A. He- no. He's not here.
 a     A Not in the detailed due diligence.                                                               8    Q. Okay. Wellt did he- did he n:sign or ctid he
 9     Q. All right. Were you involved in the financing                                                   9   quit or he just walk offthcjob or-
10   of1he- of the Wynnewood RcfiDe!y?                                                                   10    A. He loft to pursue other opportunities.
11     A I assisted. yes.                                                                                11    Q. Okay. Fine. That's aU I need to know.
12     Q. In what &sbion dicJ you assist in the financing                                                12           So. be's no longer employed with CVR EDergy1
13   ofthe W)'Dilewood project?                                                                          13    A. No,sir.
14     A Through the ABL at tho time.                                                                    14    Q. Okay. Thank you very .much.
15     Q. Are you talking about the 150 milliou.ABL?                                                     15           Do you know when he taigned or left the
16           It's - it's 150 million, rigbt'l                                                            16   fiml?
17     A. Well, we- we increased it at the time of                                                       17     A. 1cannot recall a specific date, but it was the
18   the-                                                                                                18   end·· he- he leftinJuneof'12, I believe.
19     Q. Purchase?                                                                                      19     Q. To your knowledgt\ did he IeavelUldrr amicable
20    A -at the purchase.                                                                                20   terms?
21    Q. Okay. That was through Wells Fargo?                                                             21     A. I'm not aWBI1: of any oftbal.
22    A No.                                                                                              22     Q. AU righL Did Mr. Morgan wmk on 1he Wynnewood
23    Q. Who was it?                                                                                     23   project during the entire acquisition period?
24    A At the time, it was through Deutsche Bank.                                                       24     A. Va.
25    Q. Oh, that's right. Deutsche Bank. Okay. We'll                                                    25     Q. By·- by "acquisition period.tl what •• what do




                                                    MAGNAe                          LEGAL SERVICES
                                                                                                                                           9 (Pages 30 to 33)

                                                                                              P10
                                                        Paqe 98
  1          lee@smizak.com
 2             1further certify that I am neither counsel
 3    for, related to, nor employed by any of the parties or
 4    attorneys ln the action in which this proceeding was
 5    taken. and further that I am not financially or
 6    otherwise interested in the outcome of the action.
 7             Further certification requirements pursuant
 8    to Rule 203 of TRCP will be certified to after they have
 9    occurred.
10             Certified to by me this 23RD day of
11    DECEMBER. 2014.
12



                  P~.RPa
13
14

15
                 California CSR 13235 - Expires 0713 II IS
16               Texas CSR 5040- Expires 12131115
                 Texas Finn Registration No.: 633
17               Magna Legal Services
                 1635 Market Street
18               Eighth Floor
                 Philadelphia, Pennsylvania 19 I03
19               215-207-9460
20
21
22
23
24.
25
                                                        Page 99
 1        FURTHER CERTIFICATlON UNDER RULE 203 TRCP
 2
 3            The original deposition was/was not returned
 4    to the deposition officer on                                 ;
 5            IfMun1ed,lhe attached Changes and
 6    Signature page contains any changes and the reasons
 7    therefor:
 8            If retumcd. the original deposition was
 9    delivered to MR. GARY RlEBSCfU..AGER. TBA NO. 16902200,
10    Custodial Attontey:
11            Thal S             is the deposition officer's
12    clwges to the Plaintiff for preparing the original
13    deposition transcript and any copies of exhibits:
14            That the deposition was delivered irt
15    accordance with Rule 203.3, and tbata copy of this
16    certificate was served on all parties shown herein on
11                                        and fded with the Clerk.
L8            Certified to by me this                   day of
19                                .2014.
20

21             PENNY L PABITZKY. RPR
               California CSR 13235- Expires07/3l/l.5
22             Texas CSR S040- Expires 12/31/lS
               Texas Finn Regis1ration No.: 633
23             Magna Legal Services
               163.5 Market Street
24             Eighlb Floor
               Philadel~ Pennsylvania 19103
25             215-207-9460




26 (Pages 98 to 99)                                     MAGNA8         LEGAL SERVICES



                                                                         P11
Tab 10
                                    CAUSE NO. 15-DCV-220330

DONALD R. COLLIER, JENNIFER J.               §       IN THE DISTRICT COURT
COLLIER, DALE A. NIEMEYER, and               §
WENDY NIEMEYER,                              §
                                             §
                      Plaintiffs,            §
                                             §       FORT BEND COUNTY, TEXAS
vs.                                          §
                                             §
CVR ENERGY, INC. and                         §
CVR REFINING, LP,                            §
                                             §
                      Defendants.            §       268th JUDICIAL DISTRICT

                       PLAINTIFFS' SUPPLEMENTAL PETITION

       Comes now Plaintiffs Donald R. Collier, Jennifer J. Collier, Dale A. Niemeyer and Wendy

Niemeyer in the above-entitled and numbered cause and files this their Supplemental Petition.

       1.     In addition to the allegations previously pled, Plaintiffs allege that Defendants were

independently negligent in the performance of their duties under the Management Services

Agreement proximatley causing Plaintiffs damages and injuries as previously pled.

                                             Respectfully submitted,

                                             The Riebschlager Law Firm, PC

                                             By: IS/Richard L. Tate
                                             GARY M. RIEBSCHLAGER
                                             State Bar No. 16902200
                                             Email: gary@riebschlagerlaw.com
                                             801 Congress, Suite 250
                                             Houston, TX 77002
                                             Telephone: 281-904-1404

                                             TATE MOERER & KING, LLP
                                             Richard L. Tate
                                             State Bar No. 19664460
                                             Email: rltate@tate-law.com
                                             206 South Second Street
                                             Richmond, Texas 77469
                                             Telephone:     (281) 341-0077
                                             Facsimile:     (281) 341-1003
                                           ATTORNEYS FOR PLAINTIFFS
                                           DONALD COLLIER, JENNIFER COLLIER,
                                           DALE A. NIEMEYER AND WENDY
                                           NIEMEYER




                              CERTIFICATE OF SERVICE

     I hereby certify that a true and correct copy of the above and foregoing document has
been served in accordance with Rule 21 a of the Texas Rules of Civil Procedure on the 7th day
of August, 2015, upon all counsel of record as indicated below:

Mr. Phillip D. Sharp
Martin, Disiere, Jefferson & Wisdom, LLP
808 Travis, 20th Floor
Houston, TX 77002
Facsimile# 713-222-0101
Email: sharp@mdjwlaw.com

Lee M. Smithyman
Smithyman & Zakoura, Chartered
750 Commerce Plaza IT
7400 West 110th Street
Overland Park, KS 66210-2362
Email: lee@smizak-Iaw.com


                                                   IS/ Richard L. Tate
                                                  Richard L. Tate
Tab 11
                                  SERVICES AGREEMENT

       This Services Agreement (this "Agreement') is entered into as of the 31st day of
December, 2012, by and among CVR Refining, LP, a Delaware limited partnership ("MLP'),
CVR Refining GP, LLC, a Delaware limited liability company ("GP'), and CVR Energy, Inc., a
Delaware corporation ("CVR", and collectively with MLP and GP, the "Parties" and each, a
"Party").

                                           RECITALS

         MLP is the owner, directly or indirectly, of CVR Refining, LLC, Wynnewood Energy
Company, LLC, Wynnewood Refining Company, LLC, Coffeyville Resources Refining &
Marketing, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources
Terminal, LLC and Coffeyville Resources Pipeline, LLC (collectively, the "Refining Subs").
CVR is an indirect owner of Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware
limited liability company ("Fertilizer''). GP, in its capacity as the general partner of MLP,
desires to engage CVR, on its own behalf and for the benefit of the Refining Subs and MLP, to
provide certain services necessary to operate the business conducted by the Refining Subs, MLP
and GP (the "Services Recipients''), and CVR is willing to undertake such engagement, subject
to the terms and conditions of this Agreement.

       MLP, GP (for itself and in its capacity as the general partner ofMLP), and CVR agree as
follows:

                                           ARTICLE I

                                         DEFINITIONS

       Section 1.0 I   Terms. The following defined terms will have the meanings given below:

        "Administrative Personnef' 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 I 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




                                          CVR-12538
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 Recitals hereinabove.

       "Governmental Approvaf' 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 GP to serve
in such capacity.

       "Initial Offering' means the initial public offering of common units representing limited
partner interests in MLP.

        "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.

       "Party" and "Parties" means the parties to this Agreement.

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

       "Personnel Costs'' means all compensation costs incurred by an employer in connection
with the employment by such employer of applicable personnel, including all payroll and
benefits but excluding any (i) Share-Based Compensation and (ii) severance costs (other than for
Seconded Personnel).

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


                                                   2




                                            CVR-12539
       "Refining Subs" has the meaning set forth in the Recitals hereinabove.

       "Seconded Personnef' 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 Recitals 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 (but excluding MLP and its subsidiaries).

       "Shared Personnef' 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 2.0 1 Retention of CVR. 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, (ii) applicable industry standards and
(iii) quality standards that, taken as a whole, are not materially less favorable to the Services
Recipients compared to those provided to the Services Recipients as of the date of this
Agreement.

      Section 2.03 Exclusion of Services. At any time, GP or CVR may temporarily or
permanently exclude any particular service from the scope of the Services upon 180 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
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.




                                                3




                                          CVR-12540
                                         ARTICLE III

                                    PAYMENT AMOUNT

        Section 3.01 Payment Amount. GP shall pay or cause MLP or the Refining Subs 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 and Administrative Personnel. The Payment Amount will
include a pro rata share of all Personnel Costs of Shared Personnel and Administrative Personnel
(including government and public relations), as determined by CVR on a commercially
reasonable basis, based on the percent of total working time that such respective personnel are
engaged in performing any of the Services.

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

               (i)     Office Costs. A pro rata 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, as determined by CVR on a
       commercially reasonable basis, based on the Refining Payroll Percentage;

              (ii)    Insurance. Insurance premiums will be direct charged to the applicable
       insured to the extent possible, and otherwise will be allocated on a commercially
       reasonable basis as mutually agreed upon by the Parties;

               (iii)   Outside Services. Services provided by outside vendors (including audit
       services, legal services, government and public relation services, and other services) will
       first be direct charged where applicable; provided, however that the Payment Amount
       will include a pro rata share of charges for all services that are provided by outside
       vendors and not direct charged, as determined by CVR on a commercially reasonable
       basis, based upon the following percentages of such charges: legal services - 65%; and
       all other services - Refining Payroll Percentage;

              (iv)    Other SGA Costs. A pro rata share of all other sales, general and
       administrative costs relating to the Services Recipients, as determined by CVR on a
       commercially reasonable basis, based on the Refining Payroll Percentage; and

              (v)     Depreciation and Amortization. A pro rata share of depreciation and
       amortization relating to all locations of Administrative Personnel, as determined by CVR
       on a commercially reasonable basis, based on the Refining Payroll Percentage, following
       recognition of such depreciation or amortization as an expense on the books and records
       of CVR or its Affiliates.



                                                4




                                         CVR-12541
       (d)     Other Costs. Bank charges, interest expense and any other costs as reasonably
incurred by CVR or its Affiliates in the provision of Services will be direct charged as
applicable. For the avoidance of doubt, any of the foregoing costs and expenses described in
Section 3.01 that are direct charged to any Party will not be included in the Payment Amount.

        Section 3.02 Payment of Payment Amount. CVR shall submit monthly invoices to GP
for the Services, which invoices shall be due and payable net 15 days. GP shall pay or cause
MLP or the Refining Subs 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. GP MAY, WITHIN 90 DAYS AFTER RECEIPT OF
A CHARGE FROM CVR, TAKE WRITIEN 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. GP SHALL NEVERTHELESS
PAY OR CAUSE MLP OR THE REFINING SUBS 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 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 GP, MLP or the Refining Subs, as the case may be, for the
amount GP, MLP or the Refining Subs, as applicable, paid to CVR with respect to employee
services for which CVR did not pay any such employee.




                                                5




                                          CVR-12542
                                         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 GP any reports provided for in
this Agreement and such other reports as GP may reasonably request from time to time regarding
the performance of the Services.

                                          ARTICLEV

                                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 ofCVR; provided, however, that CVR
hereby grants, and agrees to cause its Affiliates to grant, to MLP an irrevocable, royalty-free,
non-exclusive and non-transferable (without the prior written consent of CVR) 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
and will cause its Affiliates to, 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.




                                                6




                                          CVR-12543
                                           ARTICLE VI

                                         TERMINATION

       Section 6.01    Termination By GP.

      (a)    Upon the occurrence of any of the following events, 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 ofthe delivery of such notice) as may be specified by GP.

        (b)    In addition to its rights under Section 6.0]{a), after the first year anniversary of
the completion of the Initial Offering, 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 180 days after delivery of such notice, or such later time (not to exceed the first
anniversary ofthe delivery of such notice) as may be specified by GP.

        Section 6.02 Termination By CVR. After the first year anniversary of the completion
of the Initial Offering, CVR may terminate this Agreement at any time by giving notice of such
termination to GP. Any termination under this Section 6.02 shall become effective 180 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 CVR.

        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.

        Section 6.04 Transition of Services. During the period of 180 days following the
delivery of any notice of termination delivered in accordance with Section 6.01(b) or 6.02, in
addition to the Services, CVR will, and will cause its Affiliates to, provide to MLP such
additional services as may be reasonably requested by the GP to assist the Services Recipients in
effecting a transition of the responsibility for providing the Services.

        Section 6.05 Survival. The provisions of this Article VI and Sections 3.03, 4.01, 4.02,
5.01, 8.01, 8.02, 8.03 and Articles IX and X will survive and continue in full force and effect
notwithstanding the termination of this Agreement.




                                                  7




                                           CVR-12544
                                          ARTICLE VII

                ADDITIONAL REPRESENTATIONS AND WARRANTIES

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

        (a)    CVR is duly organized, validly existing, and in good standing under the laws of
the State of Delaware; CVR 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 GP or MLP; and CVR has full
power and authority to execute and deliver this Agreement and to perform its obligations
hereunder

        (b)    CVR has duly executed and delivered this Agreement, and this Agreement
constitutes the legal, valid and binding obligation of CVR, 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
CVR 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, (B) any contract or agreement to
which CVR is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ,
injunction or arbitral award to which CVR 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 on its ability to perform its 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 on
their ability to perform their obligations hereunder.

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

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

        (b)     Each of 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 GP and MLP does not and will not (i) conflict with, or result in a breach, default or

                                                 8




                                           CVR-12545
violation of, {A) the limited liability company agreement of 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 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 GP or MLP or on their ability to perform their
respective obligations hereunder.

                                          ARTICLE VIII

                               ADDITIONAL REQUIREMENTS

         Section 8.01 Indemnitv. 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 Goint 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;

      (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


                                                   9




                                            CVR-12546
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 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.


                                                 10




                                           CVR-12547
        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. Each Party (the "Recipient Party") agrees to
maintain the confidentiality of, and not to use, the confidential or proprietary information
disclosed pursuant to or in connection with this Agreement ("Confidential Information") by or
on behalf of the other Party (the "Disclosing Party") for any purpose whatsoever except in
connection with performance pursuant to this Agreement. The obligations undertaken pursuant
to this Section do not apply to such part of the Confidential Information that is or has become
published or otherwise generally available to the public, other than as a consequence of the
willful or negligent act or omission of the Recipient Party, or which, at the time of disclosure to
the Recipient Party, was already in the lawful possession of the Recipient Party, as evidenced by
written records. The Recipient Party will impose corresponding obligations of confidentiality
and non-use on its Affiliates and each of their respective employees, agents and representatives
(collectively, "Representatives") involved in the performance of this Agreement prior to making
the Confidential Information available to them. Any breach of confidentiality or non-use of
Confidential Information by any Representative will be deemed a breach of confidentiality or
non-use by the Recipient Party. It will not be a breach of the confidentiality obligations herein
for the Recipient Party to disclose Confidential Information, where such disclosure is required by
law or applicable legal process, provided the Recipient Party agrees to (a) immediately notify the
Disclosing Party in writing of the existence, terms and circumstances surrounding such a
requirement, and (b) assist the Disclosing Party in seeking a protective order or other appropriate
remedy satisfactory to the Disclosing Party (at the expense of the Disclosing Party). If such
protective order or other remedy is not obtained (or the Disclosing Party waives compliance with
the provisions hereof), (i) the Recipient Party may disclose that portion of the Confidential
Information it is legally required to disclose, (ii) the Recipient Party will exercise reasonable
efforts to obtain assurance that confidential treatment will be accorded the Confidential
Information to be disclosed, and (iii) the Recipient Party will give written notice to the
Disclosing Party of the information to be so disclosed as far in advance of its disclosure as
practicable. The parties agree that any violation of this Section by the Recipient Party or its
Representatives may be enforced by the Disclosing Party by obtaining injunctive or specific
relief from a court of competent jurisdiction. Such relief is cumulative and not exclusive of any
other remedies available to the Disclosing Party at law or in equity, including, but not limited to,
damages and reasonable attorneys' fees.

       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


                                                11




                                          CVR-12548
and fulfill such functions as CVR and the Services Recipients may mutually agree but subject to
compliance with the agreement of limited partnership ofMLP.

        Section 8.09 Operations Personnel.       Personnel performing the actual day-to-day
business and operations of the Refining Subs at the refinery or operating level will be employed
by the Refining Subs, and the Refining Subs will bear all Personnel Costs or other costs relating
to such personnel.

        Section 8. I 0 Election. The Services Recipients shall cause the election of any
Seconded Personnel or Shared Personnel to the extent required by the organizational documents
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 ofMLP.

                                         ARTICLE IX

                                           DISPUTES

        Section 9.0 I 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
GPIMLP Representative as provided above, then the Parties may exercise all available remedies.

        Section 9.02 Multi-Partv 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 IO.OI 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



                                                12




                                          CVR-12549
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 GP. All notices, requests and consents (including
copies thereof) to be sent to GP must be sent to or made at the address given below for GP.

       If to GP or MLP, to:

                        Edmund S. Gross,
                        Senior Vice President and General Counsel
                        CVR Energy, Inc.
                        10 E. Cambridge Circle, Ste. 250
                        Kansas City, Kansas 66103
                        Facsimile: (913) 982-5651

       If to CVR, to:

                        John J. Lipinski
                        President and CEO
                        2277 Plaza Drive
                        Suite 500
                        Sugar Land, Texas 77479
                        Facsimile: (281) 207-3505

       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: Intemretation. 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."


                                                13




                                          CVR-12550
        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 I 0.05 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
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 I0.06 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together will constitute one agreement binding on the Parties.

     Section I0.07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
KANSAS.

        Section I 0.08 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 (IO) 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


                                                 14




                                           CVR-12551
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
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 I 0.08.

       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 10.1 0 Severabi litv. 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 I O.I3 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]




                                                IS




                                          CVR-12552
This Agreement has been duly executed by the Parties as of the date first written above.

                                   CVR REFINING, LP
                                   By: CVR REFINING GP, LLC
                                       its General Partner



                                   By.         ~&_oe_
                                          Name~B811
                                          Title: Chief Financial Officer and Treasurer



                                    CVRREFININGGt~
                                   By.             0
                                          Name: Susan M. Ball
                                          Title: Chief Financial Officer and Treasurer


                                    CVR ENERGY, INC.



                                    By:




                               SERVICES AGREEMENT
                                 SIGNATURE PAGE




                                 CVR-12553
                                                                                   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;


                                       EXHIBIT 1
                                        PAGEl




                                   CVR-12554
•   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 GP and CVR from time to time.




                                      EXHIBIT I
                                       PAGE2




                                   CVR-12555
Tab 12
§ 71.051. Forum Non Conveniens, TX CIV PRAC & REM § 71.051




  Vernon's Texas Statutes and Codes Annotated
    Civil Practice and Remedies Code (Refs & Annos)
      Title 4· Liability in Tort
         Chapter 71. Wrongful Death; Survival; Injuries Occuning Out of State (Refs & Annos)
           Subchapter D. Forum Non Conveniens

                                     V.T.C.A., Civil Practice & Remedies Code§ 71.051

                                               § 71.051. Forum Non Conveniens

                                                 Effective: September 1, 2005
                                                          Currentness


(a) Repealed by Acts 2003, 78th Leg., ch. 204, § 3.09.


(b) If a court of this state, on written motion of a party, finds that in the interest of justice and for the convenience of the
parties a claim or action to which this section applies would be more properly heard in a forum outside this state, the court
shall decline to exercise jurisdiction under the doctrine of forum non conveniens and shall stay or dismiss the claim or action.
In determining whether to grant a motion to stay or dismiss an action under the doctrine of forum non conveniens, the court
shall consider whether:


  ( 1) an alternate forum exists in which the claim or action may be tried;


  (2) the alternate forum provides an adequate remedy;


  (3) maintenance of the claim or action in the courts of this state would work a substantial injustice to the moving party;


  (4) the alternate forum, as a result of the submission ofthe parties or otherwise, can exercise jurisdiction over all the defendants
  properly joined to the plaintiffs claim;


  (5) the balance of the private interests of the parties and the public interest of the state predominate in favor of the claim
  or action being brought in an alternate forum, which shall include consideration of the extent to which an injury or death
  resulted from acts or omissions that occurred in this state; and


  (6) the stay or dismissal would not result in unreasonable duplication or proliferation of litigation.


(c) The court may set terms and conditions for staying or dismissing a claim or action under this section as the interests ofjustice
may require, giving due regard to the rights of the parties to the claim or action. If a moving party violates a term or condition of
a stay or dismissal, the court shall withdraw the order staying or dismissing the claim or action and proceed as if the order had
never been issued. Notwithstanding any other law, the court shall have continuing jurisdiction for purposes of this subsection.




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§ 71.051. Forum Non Conveniens, TX CIV PRAC & REM § 71.051



(d) A request for stay or dismissal under this section is timely if it is filed not later than 180 days after the time required for
filing a motion to transfer venue of the claim or action. The court may rule on a motion filed under this section only after a
hearing with notice to all parties not less than 21 days before the date specified for the hearing. The court shall afford all of
the parties ample opportunity to obtain discovery of information relevant to the motion prior to a hearing on a motion under
this section. The moving party shall have the responsibility to request and obtain a hearing on such motion at a reasonable time
prior to commencement of the trial, and in no case shall the hearing be held less than 30 days prior to trial.


(e) The court may not stay or dismiss a plaintiffs claim under Subsection (b) if the plaintiff is a legal resident of this state.
If an action involves both plaintiffs who are legal residents of this state and plaintiffs who are not, the court may not stay or
dismiss the action under Subsection (b) if the plaintiffs who are legal residents of this state are properly joined in the action
and the action arose out of a single occurrence. The court shall dismiss a claim under Subsection (b) if the court finds by a
preponderance of the evidence that a party was joined solely for the purpose of obtaining or maintaining jurisdiction in this
state and the party's claim would be more properly heard in a forum outside this state.


(f) A court that grants a motion to stay or dismiss an action under the doctrine of forum non conveniens shall set forth specific
findings of fact and conclusions of law.


(g) Any time limit established by this section may be extended by the court at the request of any party for good cause shown.


(h) In this section:


  ( 1) "Legal resident" means an individual who intends the specified political subdivision to be his permanent residence and
  who intends to return to the specified political subdivision despite temporary residence elsewhere or despite temporary
  absences, without regard to the individual's country of citizenship or national origin. The term does not include an individual
  who adopts a residence in the specified political subdivision in bad faith for purposes of avoiding the application of this
  section.


  (2) "Plaintiff' means a party seeking recovery of damages for personal injury or wrongful death. In a cause of action in which
  a party seeks recovery of damages for personal injury to or the wrongful death of another person, "plaintiff' includes both
  that other person and the party seeking such recovery. The term does not include a counterclaimant, cross-claimant, or third-
  party plaintiff or a person who is assigned a cause of action for personal injury, or who accepts an appointment as a personal
  representative in a wrongful death action, in bad faith for purposes of affecting in any way the application of this section.


(i) This section applies to actions for personal injury or wrongful death. This section shall govern the courts of this state in
determining issues under the doctrine of forum non conveniens in the actions to which it applies, notwithstanding Section
71.031(a) or any other law.


Credits
Added by Acts 1993, 73rd Leg., ch. 4, § 1, eff. Aug. 30, 1993. Amended by Acts 1995, 74th Leg., ch. 567, § 1, eff. Sept. 1,
1995; Acts 1997, 75th Leg., ch. 424, § 1, eff. May 29, 1997; Acts 2003, 78th Leg., ch. 204, §§ 3.04, 3.09, eff. Sept. 1, 2003;
Acts 2005, 79th Leg., ch. 248, § 1, eff. Sept. 1, 2005.




WestlawNexr © 2015 Thomson Reuters. No claim to original U.S. Government Works.                                                 2
§ 71.051. Forum Non Conveniens, TX CIV PRAC & REM § 71.051




Notes of Decisions (143)

V. T. C. A., Civil Practice & Remedies Code§ 71.051, TX CIV PRAC & REM§ 71.051
Current through Chapters effective immediately through Chapter 46 of the 2015 Regular Session of the 84th Legislature

End of Document                                                 © 2015 Thomson Reuters. No claim to original U.S. Government Works.




WestlawNexr © 2015 Thomson Reuters. No claim to original U.S. Government Works.                                                  3
Tab 13
60-258a. Comparative negligence, KS ST 60-258a




  West's Kansas Statutes Annotated
   Chapter 60. Procedure, Civil
     Article 2. Rules of Civil Procedure

                                                        K.S.A. 60-258a

                                              60-258a. Comparative negligence

                                                          Currentness


(a) Effect ofcontributory negligence. The contributory negligence of a party in a civil action does not bar that party or its legal
representative from recovering damages for negligence resulting in death, personal injury, property damage or economic loss,
if that party's negligence was less than the causal negligence of the party or parties against whom a claim is made, but the award
of damages to that party must be reduced in proportion to the amount of negligence attributed to that party. If a party claims
damages for a decedent's wrongful death, the negligence of the decedent, if any, must be imputed to that party.


(b) Special verdicts orfindings required When the comparative negligence of the parties is an issue, the jury must return special
verdicts, or in the absence of a jury, the court must make special findings, determining the percentage of negligence attributable
to each party and the total amount of damages sustained by each claimant. The court must determine the appropriate judgment.


(c) Joining additional parties. On motion of any party against whom a claim is asserted for negligence resulting in death,
personal injury, property damage or economic loss, any other person whose causal negligence is claimed to have contributed
to the death, personal injury, property damage or economic loss, must be joined as an additional party.


{d) Apportioning liability. When the comparative negligence of the parties is an issue and recovery is permitted against more
than one party, each party is liable for that portion of the total dollar amount awarded as damages to a claimant in the proportion
that the amount of that party's causal negligence bears to the amount of the causal negligence attributed to all parties against
whom recovery is permitted.


(e) Applicability. This section is applicable to actions under this chapter and to actions commenced under the code of civil
procedure for limited actions.


Credits
Laws 1974, ch. 239, § 1; Laws 1976, ch. 251, § 4; Laws 1987, ch. 221, § 1; Laws 2010, ch. 135, § 132, eff. July 1, 2010.



Notes of Decisions {290)

K. S. A. 60-258a, KS ST 60-258a
Statutes are current through laws enacted during the 2014 Regular Session of the Kansas Legislature and those laws enacted
during the 2015 Regular Session of the Kansas Legislature effective on or before June 26, 2015 {chapters 1, 4, 5, 9, 13, 14, 27,
32, 39, 41, 43, 48,49 (partial), 50, 51, 54, 56, 59, 72, 74, 79, 80, 81 (partial), 84, 86,92 (partial) and 103).

 End of Document                                                     © 2015 Thomson Reuters. No claim to original U.S. Government Works.




WestlawNexr © 2015 Thomson Reuters. No claim to original U.S. Government Works.
Tab 14
60-513. Actions limited to two years, KS ST 60-513




  West's Kansas Statutes Annotated
   Chapter 60. Procedure, Civil
     Article 5· Limitations of Actions
         Personal Actions and General Provisions

                                                            K.S.A. 60-513

                                               60-513. Actions limited to two years

                                                             Currentness


(a) The following actions shall be brought within two years:


  (I) An action for trespass upon real property.


  (2) An action for taking, detaining or injuring personal property, including actions for the specific recovery thereof.


  (3) An action for relief on the ground of fraud, but the cause of action shall not be deemed to have accrued until the fraud
  is discovered.


  (4) An action for injury to the rights of another, not arising on contract, and not herein enumerated.


  (5) An action for wrongful death.


  (6) An action to recover for an ionizing radiation injury as provided in K.S.A. 60-513a, 60-513b and 60-513c, and amendments
  thereto.


  (7) An action arising out of the rendering of or failure to render professional services by a health care provider, not arising
  on contract.


(b) Except as provided in subsections (c) and (d), the causes of action listed in subsection (a) shall not be deemed to have accrued
until the act giving rise to the cause of action first causes substantial injury, or, if the fact of injury is not reasonably ascertainable
until some time after the initial act, then the period of limitation shall not commence until the fact of injury becomes reasonably
ascertainable to the injured party, but in no event shall an action be commenced more than 10 years beyond the time of the
act giving rise to the cause of action.


(c) A cause of action arising out of the rendering of or the failure to render professional services by a health care provider shall
be deemed to have accrued at the time of the occurrence of the act giving rise to the cause of action, unless the fact of injury
is not reasonably ascertainable until some time after the initial act, then the period of limitation shall not commence until the
fact of injury becomes reasonably ascertainable to the injured party, but in no event shall such an action be commenced more
than four years beyond the time of the act giving rise to the cause of action.



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60-513. Actions limited to two years, KS ST 60-513




(d) A negligence cause of action by a corporation or association against an officer or director of the corporation or association
shall not be deemed to have accrued until the act giving rise to the cause of action first causes substantial injury, or, if the fact
of injury is not reasonably ascertainable until some time after the initial act, then the period of limitation shall not commence
until the fact of injury becomes reasonably ascertainable to the injured party, but in no event shall such an action be commenced
more than five years beyond the time of the act giving rise to the cause of action. All other causes of action by a corporation or
association against an officer or director of the corporation or association shall not be deemed to have accrued until the act giving
rise to the cause of action first causes substantial injury and there exists a disinterested majority ofnonculpable directors of the
corporation or association, or, if the fact of injury is not reasonably ascertainable until some time after the initial act, then the
period of limitation shall not commence until the fact of injury becomes reasonably ascertainable and there exists a disinterested
majority of nonculpable directors of the corporation or association, but in no event shall such an action be commenced more
than 10 years beyond the time ofthe act giving rise to the cause of action. For purposes ofthis subsection, the term "negligence
cause of action" shall not include a cause of action seeking monetary damages for any breach of the officer's or director's duty
ofloyalty to the corporation or association, for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for liability under K.S.A. 17-5812, 17-6410, 17-6423, 17-6424 or 17-6603 and amendments thereto,
or for any transaction from which the officer or director derived an improper personal benefit.


(e) The provisions of this section as it was constituted prior to July 1, 1996, shall continue in force and effect for a period of
two years from that date with respect to any act giving rise to a cause of action occurring prior to that date.


Credits
Laws 1963, ch. 303, 60-513; Laws 1968, ch. 6, § 1; Laws 1976, ch. 254, § 1; Laws 1987, ch. 222, § 1; Laws 1996, ch. 127, § 1.



Notes ofDecisions (1004)

K. S. A. 60-513, KS ST 60-513
Statutes are current through laws enacted during the 2014 Regular Session of the Kansas Legislature and those laws enacted
during the 2015 Regular Session of the Kansas Legislature effective on or before June 26, 2015 (chapters 1, 4, 5, 9, 13, 14, 27,
32, 39, 41, 43, 48, 49 (partial), 50, 51, 54, 56, 59, 72, 74, 79, 80, 81 (partial), 84, 86, 92 (partial) and 103).

 End of Document                                                      10 2015 Thomson Reuters. No claim to original U.S. Government Works.




'v'VestlawNexr © 2015 Thomson Reuters. No claim to original U.S. Government Works.                                                      2
Tab 15
         171.02                                                                Pattern Instructions Kansas 411r


                                                     171.02
                      TYPES OF DAMAGES ALLOWED-PERSONAL INJURY


                      When determining the amount of damages sustained by the plaintiff, you
                 must allow the amount of money that wiD reasonably compensate plaintiff for
                 his/her injuries and losses resulting from the occurrence In question. These
                 Injuries and losses may include any of the following shown by the evidence:
                                1. MEDICAL EXPENSES. Medical expenses include the
                           reasonable expenses of necessary medical care, hospitalization
                           and treatment received as a result of plaintiff"s Injuries to date
                           (and the medical expenses plaintiff is reasonably expected to
                           incur In the future) [reduced to present value].
                                2. ECONOMIC LOSS. Economic loss includes loss of time
                           or income and losses other than medical expenses Incurred as
                           a result of plaintiff's Injuries to date (and the economic loss
                           plaintiff is reasonably expected to Incur In the future) [reduced
                           to present value].
                               3. NONECONOMIC LOSS. Noneconomic loss Includes
                           pain, suffering, disabilities, disfigurement and any accompanying
                           mental anguish suffered as a result of plaintiff's Injuries to date                    (__!
                           (and the noneconomic loss plaintiff Is reasonably expected to
                           suffer in the future) [reduced to present value].
                      [The reasonable value of any medical care, hospitaHzation, or treatment
                 Incurred by the plaintiff is a question for the jury to determine. Evidence
                 relevant to determining the reasonable value of an injured plaintiff's medical
                 expenses may include the amount actually billed by the health care provider.
                 The evidence also may Include write-offs or other acknowledgments that
                 something less than the amount charged has satisfied, or wm satisfy, the
                 amount billed. Accordingly, neither the amount billed nor the amount
                 actually accepted after a write-off conclusively estabHshes the reasonable
                 value of medical services.]
                      When determining the amount of plaintiff's damages you must consider
                 plaintiff's age, condition of health before and after the occurrence In question,
                 and the nature, extent and duration of the plaintiff's injuries.
                      Ifyou find plafntitf suffered an injury or injuries and more than minimal
                 discomfort as a result of the occurrence, then you must compensate the
                 plaintiff for plaintiff's pain and suffering. There is no unit value and no
                 mathematical formula the court can give you for determining items such as
                 pain, suffering, disability, and mental anguish. You must estabBsh an amount
                 that wiD fairly and adequately compensate the plaintiff. This amount rests
                 withln your sound discretion.
                                                                                                                  l-_)l
         171-4                                                                                            2014

---   -----------------------
    Pattern Instructions Kansas 4th                                                                                       171.02


(               You must itemize the amounts of damages awarded In this case on the
            verdict form.

            Notes on Use
                   For authority, see K.S.A. 60-249a. This instruction combines the two separate instructions which
            originally appeared as 171.01 and 171.02.
                   The trial comt should instruct the jury only on those items of damage upon which there is some
            evidence to base an award. The parenthetical language should be included when there is evidence of
            future damages. The bracketed language should be used only when evidence of present value has been
            introduced.
                   In MartJnez v. Milburn Enterprises, Inc., 290 Kan 572, 233 P.3d 205 (2010), the court held that
            the collateral source rule did not bar evidence of the amount originally billed by the health care provider
            for ptamtifrs medical treatment or the reduced amount accepted by the provider in full satisfaction of the
            amount billed. Evidence of the amount billed and the reduced amount accepted are relevant to prove the
            reasonable value of medical treatment Ifsuch evidence is admitted, the bracketed paragraph regarding the
            teaSOnable value of medical treatment should be used. In addition, a limiting instruction must be given.
            See PIK. 4dl 102.40, Limited AdmissibiHty of Evidence as to One Party or Purpose.
                   In Stowers v. Rbnel, 19 Kan. App. 2d 723, 875 P.2d 1002 (1994), the jmy retumed a verdict limited
            to the plaintift"s medical expenses. Because the evidence was uncontradicted 1bat plaintiffhad experienced
            pain and sufi'cring, the trial court instructed the jury to Ie8UD1e its deh"berations to consider that element
            of damage. On appeal, the Court of Appeals affirmed the trial court's order that the jury resume its
            deh"berations.
                   Under circumstances like those presented in Stowers, the following instruction could be used:
                         In view of your verdict awarding medical expenses, the law requires tbat you award
                         some amount for pain and suffering. You should resume your deliberations to determine
                         that amount The amount of damages rests within your sound discretion.
                   This pattern instruction must be revised or modified if the underlying theol}' to support recovety is
            based upon diminution or deprivation of chance to survive. See Boody v. U.S., 706 F. Supp. 1458 (D. Kan.
            1989),andDonninlv. Outmo, 15Kan. App.2d517, 810P.2d 1163 (1991). SeealsoPIK.4th 181.05, Verdict
            Form-Loss of Chance Issue--Survival, and PIK. 4dl 123.21, Loss of Chance-Survival-Causation.

            Comment
                   In a personal injury action, the incidence of federal or state income taxation is not a proper factor to
            be consl~ by the jury in making an award of damages. Redikerv. Chicago, Rock Island & Pacific Rid
            Co., 1 Kan. App. 2d 581, 590, 571 P.2d 70 (1977); Spencer v. Eby Construction Co., 186 Kan. 345, 350,
            350 p.2d 18 (1960).
                   In an action for personal injuries, the trial court should Instruct the jury only on those items of
            damage upon which there·is some evidence to base an award. It is not proper to give a general instruction
            on damages for "any of the following shown by the evidence," when there is no evidence to support an
            award for a particular item. W'ahwaruckv. Konsas Power & Light Co., 250 Kan. 606, 828 P.2d 923 (1992);
            Garrison v. Marlatt, 224 Kan. 390, 580 P.2d 885 (1978).
                   A defendant in any action is allowed to have amounts allowed for future damages reduced to present
            worth where there are reasonable grounds to expect that the amount awarded may be ~ely and profitably
            invested. Evidence demonstrating how to compute present worth, either by way of expert testimony or
            appropriate mathematical tables or formulae, is admissible in any action in which substantial future damages
            are claimed. Gannaway v. Missouri-Kansas-Texas Rid. Co., 2 Kan. App. 2d 81, 575 P.2d 566 (1978).


    2014                                                                                                                      171-5
171.02                                                                                       Pattem Instructions Kansas 4th


               Disfigurement bas been defined as that which impairs or injures the beauty, s,mmetry or appearance
        of a person or thing, that which renders unsightly, misshapen or imperfect, or deforms in some m.anner.                  (
        Smith v. Marshall, 22S Kan. 70, 581 P.2d 320 (1978}. Evidence of a locking elbow which occurred
        frequently and without warning meets the definition of disfigurement Ratterree v. Bartlett, 238 Kan. 11,
        21, 707 P.2d 1063 (1985), citing with approval this instruction.
               Impairment ofan injured party's capacity to earn is relevant in calculating that party's loss of income.
        The amount of damages to be awarded is determined by "comparing what the injured party was capable of
        eaming at or before the time of the injury with what the party is capable of earning after 1he injury." The
        injured party's health and physical ability before and after the injury should also be considered. Moms
        v. Francisco, 238 Kan. 71, 79, 708 P.2d 498 (1985). See also Cetrettl v. Flint Hills lblral Electric Co-op
        Ass'n, 251 Kan. 347, 837 P.2d 330 (1992).
               Loss of enjoyment of Ufe is not a separate category of nonpecuniary damages in a personal injUIY
        action and it is error to submit a separate instroctiou, or provide a separate verdict form entry, on loss of
        enjoyment of life. However, in a proper case loss of enjoyment oflife is a valid subcomponent or element
        of pain and suffering and/or disability. Leiker v. Gafford, 245 Kan. 325, 778 P.2d 823 (1989).
               Under the rationale ofLeiker, the trial court properly allowed plaintiff to argue loss ofenjoyment of
        Ufe and instructed the jury that such a loss is an element ofdisability, pain, and suffering. Gregory v. Carey,
        246 Kan. 504, 514, 791 p .2d 1329 (1990).
               60-19a01 and 60·19a021imit maximum allowable recovery for noneconomic loss to $250,000 in
        any action for personal injmies. In Samsel v. Wheeler Transport Servicea, Inc., 244 Kan. 726, 771 P.2d
        71 (1989}, these limits were held constitutional. The jUI)' is not to be told about the statutoty limit, but is
        required to itemize the amount awarded for pain and suffering. Although it is proper for counsel to tell the
        jury tbatthe plaintifl'is only asking for $250,000 for noneconomic loss or 1hat plaintiff's claim for such loss
        is limited to $250,000, the jmy is not to be told that this is a statutory limitation. Tamplin v. Star Lumber &
        Supply Co., 251 Kan. 300,311, 836P.2d 1102 (1992).                                                                       (
               Anxiety based upon a reasonable fear that an existing injUIY will lead to the occurrence of a disease
        or condition in the future is an element of recovery. For the fear to be reasonable, it is not necessary to
        show that the prospect of such an occurrence is a medical certainty or probability. It is sufficient if there
        is a showing that a substantial possibility exists for such an OCCUI'1'ence. Tamplin v. Star Lumber & Supply
        Co., 251 Kan. 300, 308, 836 P.2d 1102 (1992).
               A disability may be a noneconomic loss or an economic loss. If damages me awarded for pain and
        suffering based upon a disability, the disability is a noneconomic loss subject to a damages cap. If the
        damages award is for diminished earning capacity based on that disability, the loss is economic and not
        subject to a damages cap. Extent ofdiminished earning capacity is arrived at by comparing what the injured
        party was capable of earning at or before time of injury with what party is capable of earning after injUI)'.
        Cott v. Peppermint Twist Mgt. Co., 253 Kan. 452, 471, 856 P.2d 906 (1993}.
               Economic damages include the cost of medical care, past and future, and related benefits, i.e., lost
        wages, loss of earning capacity, and other such losses. Noneconomic losses include claims for pain and
        suffering, mental anguish, injUI)', disfigurement not affecting earning capacity, and losses which cannot be
        easily expressed in dollars and cents. McKissick v. Frye, 2SS Kan. 566, 588, 876 P.2d 1371 (1994).
               lnShirleyv. Smith, 261 Kan. 685,933 P.2d 651 (1997), a medical malpractice case arising from an
        unsuccessful bone marrow operation, the court allowed the plabltiifto claim economic damages for loss of
        time spent by the plaintiff in self-catheterization. The court determined 1hat loss of time was compensable
        as measured by the amount an employer would have paid plaintiff for the time spent on the procedure. The
        amount awarded was not subject to the cap for noneconomic damages.
               In Wilson v. Williams, 261 Kan. 703, 710, 933 P.2d 757 (1997), the court allowed a per diem or
        mathematical formula argument by counsel in order for a jUIY to place value on pain and suffering. 'Ibis                 (   .. \
        decision overruled Caylor v. Atchison, T. & S. F. Rly. Co., 190 Kan. 261, 374 P.2d 53 (1962}. Even though
        counsel is now allowed to argue a mathematical formula for the jury to compute pain and suffering, the trial
        court should not provide a mathematical formula to the jury.
171-6                                                                                                                     2014

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