0000950123-07-006478 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 2nd, 2007 • CVR Energy Inc • Petroleum refining • Delaware

SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 9, 2007, by and among Coffeyville Nitrogen Fertilizers, Inc., a Delaware corporation (the “Issuer”), and John J. Lipinski (“Investor”).

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STOCKHOLDERS AGREEMENT OF COFFEYVILLE REFINING & MARKETING, INC.
Stockholders Agreement • May 2nd, 2007 • CVR Energy Inc • Petroleum refining • Delaware

This Stockholders Agreement of Coffeyville Refining & Marketing, Inc., a Delaware corporation (the “Company”) is dated as of March 9, 2007, by and among the Company, Coffeyville Acquisition LLC, a Delaware limited liability company (“Parent”), and John J. Lipinski (“Stockholder”). Any capitalized term used herein without definition shall have the meaning set forth in Section 22.

Purchase, Storage and Sale Agreement for Gathered Crude dated as of March 20, 2007, between and Coffeyville Resources Refining & Marketing, LLC
CVR Energy Inc • May 2nd, 2007 • Petroleum refining • New York

This Purchase, Storage and Sale Agreement for Gathered Crude is made as of March 20, 2007, between J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 85 Broad Street, New York, New York 10004, and Coffeyville Resources Refining & Marketing, LLC (“Coffeyville”), a limited liability company registered under the laws of Delaware and located at 10 E. Cambridge Circle Dr., Kansas City, KS 66103 (each referred to individually as a “Party” or collectively as the “Parties”).

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 2nd, 2007 • CVR Energy Inc • Petroleum refining • New York

Amendment No. 2, dated as of July 25, 2005 (this “Amendment No. 2”), to the Stock Purchase Agreement, dated as of May 15, 2005 (as amended by Amendment No. 1 thereto, dated as of June 24, 2005, the “Stock Purchase Agreement”), between COFFEYVILLE GROUP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and COFFEYVILLE ACQUISITION LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement. All section references used herein are to the Stock Purchase Agreement.

STOCK PURCHASE AGREEMENT between COFFEYVILLE GROUP HOLDINGS, LLC, and COFFEYVILLE ACQUISITION LLC Dated as of May 15, 2005
Stock Purchase Agreement • May 2nd, 2007 • CVR Energy Inc • Petroleum refining • New York

THIS STOCK PURCHASE AGREEMENT is made and entered into as of May 15, 2005, between COFFEYVILLE GROUP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and COFFEYVILLE ACQUISITION LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 2nd, 2007 • CVR Energy Inc • Petroleum refining • New York

Amendment No. 1, dated as of June 24, 2005 (this “Amendment No. 1”), to the Stock Purchase Agreement, dated as of May 15, 2005 (the “Purchase Agreement”), between COFFEYVILLE GROUP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and COFFEYVILLE ACQUISITION LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. All section references used herein are to the Purchase Agreement.

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