0001193125-12-076039 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of January 1, 2012 by and between CVR GP, LLC, a Delaware limited liability company (the “Company”), and KEVAN A. VICK (the “Executive”).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CVR GP, LLC
Limited Liability Company Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of CVR GP, LLC (the “Company”), dated as of April 13, 2011 is entered into by Coffeyville Resources, LLC, a Delaware limited liability company (“Coffeyville Resources”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).

CONSULTING AGREEMENT
Consulting Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas

This Consulting Agreement (“Agreement”) is entered into on January 31, 2012, but effective as of February 1, 2012 (the “Effective Date”), by and between CVR GP, LLC, a Delaware limited liability company (“Company”), and the general partner of CVR Partners, LP, a Delaware limited partnership (“Partnership”), and Kevan A. Vick (“Consultant”). CVR Energy, Inc., a Delaware corporation (“CVR”) and the Partnership are parties to this agreement solely for purposes of Section 4, and are third party beneficiaries of Sections 5 – 10.

ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT
Assignment and Assumption of Employment Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals

This Assignment and Assumption of Employment Agreement (this “Assignment and Assumption”) is entered into as of January 1, 2012 (the “Effective Date”) by CVR Energy, Inc., a Delaware corporation (“CVR”) and CVR GP, LLC, a Delaware limited liability company (“Company”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between CVR Partners, LP, a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).

GP SERVICES AGREEMENT
Gp Services Agreement • February 24th, 2012 • CVR Partners, Lp • Agricultural chemicals • Kansas

This GP Services Agreement (this “Agreement”) is entered into as of the 29th day of November, 2011, by and among CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR 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”).

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