On December 21, 2023, CVR Energy, Inc. completed the issuance of $600 million in aggregate principal amount of 8.500% Senior Notes due 2029 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes were issued under an Indenture, dated as of December 21, 2023, among the Company, the subsidiary guarantors listed therein and U.S. Bank Trust Company, National Association, as trustee. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024, to holders of record on the immediately preceding February 1 and August 1. The Notes will mature on January 15, 2029, unless earlier redeemed or purchased.

The Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company?s existing domestic subsidiaries (other than Wynnewood Insurance Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, UAN Services, LLC and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC). The Company may redeem all or part of the Notes at any time prior to January 15, 2026 at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus a ?make whole? premium and accrued and unpaid interest, if any, to the date of redemption.

The Company may redeem the Notes at any time on or after January 15, 2026 at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Additionally, at any time prior to January 15, 2026, the Company may redeem up to 40% of the aggregate principal amount of the Notes issued with an amount equal to all or a portion of the net cash proceeds of certain equity offerings, at a redemption price equal to 108.500% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.