0000950123-07-013368 Sample Contracts

AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2007 • CVR Energy Inc • Petroleum refining • Kansas

AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT, dated as of December 13, 2006, by and between Coffeyville Resources, LLC, a Delaware limited liability company (the “Company”), and Robert W. Haugen (the “Executive”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • October 3rd, 2007 • CVR Energy Inc • Petroleum refining • Delaware

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

AMENDED AND RESTATED RECAPITALIZATION AGREEMENT
Amended And • October 3rd, 2007 • CVR Energy Inc • Petroleum refining • Delaware

This AMENDED AND RESTATED RECAPITALIZATION AGREEMENT (the ”Agreement”) is made as of __________ ___, 2007, by and among Coffeyville Acquisition LLC, a Delaware limited liability company (the “Company”), Coffeyville Refining & Marketing Holdings, Inc., a Delaware corporation (“CRMH”), Coffeyville Refining & Marketing, Inc., a Delaware corporation (“CRM”), Coffeyville Nitrogen Fertilizers, Inc., a Delaware corporation (“CNF”), and CVR Energy, Inc., a Delaware corporation, (“CVR”, and together with the Company, CRMH, CRM and CNF, the ”Parties”).

Coffeyville Acquisition LLC 10 E. Cambridge Circle, Ste. 250 Kansas City, Kansas 66103
CVR Energy Inc • October 3rd, 2007 • Petroleum refining

Reference is made to that letter agreement, dated June 24, 2005, by and between Coffeyville Acquisition LLC (the “Company”) and Goldman, Sachs & Co. (“GS” and such letter, the “GS Letter”), and that letter agreement, dated June 24, 2005, by and between the Company and Kelso & Company, L.P. (“Kelso, and such letter, the “Kelso Letter”).

Contract
CVR Energy Inc • October 3rd, 2007 • Petroleum refining • New York
AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2007 • CVR Energy Inc • Petroleum refining

AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT, dated as of October ___, 2007, by and between Coffeyville Resources, LLC, a Delaware limited liability company (the “Company”), and (the “Executive”).

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