##### 








---



##### 



Table of Contents
 PageARTICLE IFORMATION OF THE COMPANYSection 1.1 Formation
    
    
    1Section 1.2 Company Name
    
    
    1Section 1.3 The Certificate, etc
    
    
    2Section 1.4 Term of Company
    
    
    2Section 1.5 Registered Agent and Office
    
    
    2Section 1.6 Principal Place of Business
    
    
    2Section 1.7 Qualification in Other Jurisdictions
    
    
    2Section 1.8 Fiscal Year; Taxable Year
    
    
    2ARTICLE IIPURPOSE AND POWERS OF THE COMPANYSection 2.1 Purpose
    
    
    2Section 2.2 Powers of the Company
    
    
    2Section 2.3 Certain Tax Matters
    
    
    3ARTICLE IIIMEMBERS AND INTERESTS GENERALLYSection 3.1 Powers of Members
    
    
    3Section 3.2 Interests Generally
    
    
    3Section 3.3 Meetings of Members
    
    
    4Section 3.4 Business Transactions of a Member with the Company
    
    
    5Section 3.5 No Cessation of Membership upon Bankruptcy
    
    
    5Section 3.6 Additional Members
    
    
    5Section 3.7 Preemptive Rights
    
    
    6Section 3.8 Other Business of Members
    
    
    7ARTICLE IVMANAGEMENTSection 4.1 Board
    
    
    8Section 4.2 Meetings of the Board
    
    
    10Section 4.3 Quorum and Acts of the Board
    
    
    10Section 4.4 Electronic Communications
    
    
    10Section 4.5 Committees of Directors
    
    
    10Section 4.6 Compensation of Directors
    
    
    11Section 4.7 Resignation
    
    
    11Section 4.8 Removal of Directors
    
    
    11
 i




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##### 



Table of Contents
 PageSection 4.9 Vacancies
    
    
    12Section 4.10 Directors as Agents
    
    
    12Section 4.11 Officers
    
    
    12Section 4.12 Certain Covenants
    
    
    12Section 4.13 Strategic Planning Committee
    
    
    15ARTICLE VINVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTSSection 5.1 Representations, Warranties and Covenants of Members
    
    
    15Section 5.2 Additional Representations and Warranties of Non-Investor Members
    
    
    17Section 5.3 Additional Representations and Warranties of Investor Members
    
    
    17Section 5.4 Additional Covenants of Management Members
    
    
    18ARTICLE VICAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONSSection 6.1 Capital Accounts
    
    
    18Section 6.2 Adjustments
    
    
    18Section 6.3 Additional Capital Contributions
    
    
    19Section 6.4 Negative Capital Accounts
    
    
    19ARTICLE VIIADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITSSection 7.1 Certain Terms
    
    
    19Section 7.2 Effects of Termination of Employment on Override Units
    
    
    20Section 7.3 Inactive Management Members
    
    
    21ARTICLE VIIIALLOCATIONSSection 8.1 Book Allocations of Net Income and Net Loss
    
    
    21Section 8.2 Special Book Allocations
    
    
    21Section 8.3 Tax Allocations
    
    
    22ARTICLE IXDISTRIBUTIONSSection 9.1 Distributions Generally
    
    
    22Section 9.2 Distributions In Kind
    
    
    23
 ii




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##### 



Table of Contents
 PageSection 9.3 No Withdrawal of Capital
    
    
    23Section 9.4 Withholding
    
    
    23Section 9.5 Restricted Distributions
    
    
    24Section 9.6 Tax Distributions
    
    
    24ARTICLE XBOOKS AND RECORDSSection 10.1 Books, Records and Financial Statements
    
    
    25Section 10.2 Filings of Returns and Other Writings; Tax Matters Partner
    
    
    25Section 10.3 Accounting Method
    
    
    26ARTICLE XILIABILITY, EXCULPATION AND INDEMNIFICATIONSection 11.1 Liability
    
    
    26Section 11.2 Exculpation
    
    
    26Section 11.3 Fiduciary Duty
    
    
    26Section 11.4 Indemnification
    
    
    26Section 11.5 Expenses
    
    
    27Section 11.6 Severability
    
    
    27ARTICLE XIITRANSFERS OF INTERESTSSection 12.1 Restrictions on Transfers of Interests by Members
    
    
    27Section 12.2 Overriding Provisions
    
    
    28Section 12.3 Estate Planning Transfers; Transfers upon Death of a Management Member
    
    
    28Section 12.4 Involuntary Transfers
    
    
    29Section 12.5 Assignments
    
    
    29Section 12.6 Substitute Members
    
    
    30Section 12.7 Release of Liability
    
    
    30Section 12.8 Right of First Offer; Tag-Along and Drag-Along Rights
    
    
    30Section 12.9 Initial Public Offering
    
    
    34ARTICLE XIIIDISSOLUTION, LIQUIDATION AND TERMINATIONSection 13.1 Dissolving Events
    
    
    36Section 13.2 Dissolution and Winding-Up
    
    
    36Section 13.3 Distributions in Cash or in Kind
    
    
    37Section 13.4 Termination
    
    
    37
 iii




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Table of Contents
 PageSection 13.5 Claims of the Members
    
    
    37ARTICLE XIVMISCELLANEOUSSection 14.1 Notices
    
    
    37Section 14.2 Securities Act Matters
    
    
    38Section 14.3 Headings
    
    
    38Section 14.4 Entire Agreement
    
    
    38Section 14.5 Counterparts
    
    
    39Section 14.6 Governing Law; Attorneys Fees
    
    
    39Section 14.7 Waivers
    
    
    39Section 14.8 Invalidity of Provision
    
    
    39Section 14.9 Further Actions
    
    
    39Section 14.10 Amendments
    
    
    40Section 14.11 No Third Party Beneficiaries
    
    
    40Section 14.12 Injunctive Relief
    
    
    40Section 14.13 Power of Attorney
    
    
    40Section 14.14 Marketing Materials
    
    
    41Section 14.15 Notice of Events
    
    
    41ARTICLE XVDEFINED TERMSSection 15.1 Definitions
    
    
    42Exhibit A Form of Spousal WaiverExhibit B Form of Management Rights LetterExhibit C Form of Registration Rights Agreement
 iv




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Company GSCP
Member Kelso Member Investor Members Management Member Management Members Outside Member Outside Members Non-Investor Members Members
 Original LLC Agreement
   ARTICLE I
 FORMATION OF THE COMPANY
 Section 1.1 Formation
 Section 1.2 Company Name provided




---



##### 



Section 1.3 The Certificate, etc.
 Section 1.4 Term of Company
 Section 1.5 Registered Agent and Office
 Section 1.6 Principal Place of Business
 Section 1.7 Qualification in Other Jurisdictions
 Section 1.8 Fiscal Year; Taxable Year
 ARTICLE II
 PURPOSE AND POWERS OF THE COMPANY
 Section 2.1 Purpose
 Section 2.2 Powers of the Company
 2




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##### 



Section 2.3 Certain Tax Matters
 ARTICLE III
 MEMBERS AND INTERESTS GENERALLY
 Section 3.1 Powers of Members a b c
 Section 3.2 Interests Generally
 Common Units
 General
 Price
 3




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Override Units
 General provided
 Price
 Section 3.3 Meetings of Members
 Meetings; Notice of Meetings
 Waiver of Notice
 Quorum
 Voting
 4




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##### 



Proxies provided
 Organization
 Action Without a Meeting
 Section 3.4 Business Transactions of a Member with the Company provided a b
 Section 3.5 No Cessation of Membership upon Bankruptcy
 Section 3.6 Additional Members
 Admission Generally Additional Member
 5




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##### 



Rights of Additional Members
    provided a c
 Admission Procedure i ii iii iv v
 Section 3.7 Preemptive Rights
 Proposed Third
Party Interests i ii iii A B iv
 6




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##### 



provided
 First Company Notice x y Pro
Rata Preemptive Amount Initial Purchase Amount provided x y Rejected Amount Second Company Notice Additional Purchase Amount i ii
 Section 3.8 Other Business of Members
 Existing Business Ventures
 7




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##### 



Business Opportunities
 Management Members
 ARTICLE IV
 MANAGEMENT
 Section 4.1 Board
 Generally Board Director
 8




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##### 



Election of Directors
 Initial Directors
 GSCP and Kelso Directors x Requisite Outstanding Amount y Requisite Original Amount Five Percent Test
  Observer i ii
 9




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##### 



Section 4.2 Meetings of the Board
 Section 4.3 Quorum and Acts of the Board
   Section 4.4 Electronic Communications
 Section 4.5 Committees of Directors a x y b
 10




---



##### 



Section 4.6 Compensation of Directors
 Section 4.7 Resignation
 Section 4.8 Removal of Directors a
 11




---



##### 



b c d
 Section 4.9 Vacancies
 Section 4.10 Directors as Agents
 Section 4.11 Officers Officers
 Section 4.12 Certain Covenants i ii
 12




---



##### 



x y
     x y
 x y
  13




---



##### 



14




---



##### 



provided
 Section 4.13 Strategic Planning Committee a b c
 ARTICLE V
 INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 5.1 Representations, Warranties and Covenants of Members
 Investment Intention and Restrictions on Disposition
 15




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##### 



Securities Laws Matters i ii iii iv Rule 144 v vi vii viii
 Ability to Bear Risk i ii
 Access to Information; Sophistication; Lack of Reliance i ii iii i ii
 16




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##### 



iii
 Accredited Investor
 Section 5.2 Additional Representations and Warranties of Non-Investor Members i ii iii iv v vi
 Section 5.3 Additional Representations and Warranties of Investor Members
 Due Organization; Power and Authority, etc
 17




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##### 



Authorization; Enforceability
 Compliance with Laws and Other Instruments
 Executing Parties
 Section 5.4 Additional Covenants of Management Members
 ARTICLE VI
 CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
 Section 6.1 Capital Accounts Capital
Account
 Section 6.2 Adjustments
   18




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##### 



i A B C ii A B
 Section 6.3 Additional Capital Contributions
 Section 6.4 Negative Capital Accounts
 ARTICLE VII
 ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS
 Section 7.1 Certain Terms
 Forfeiture of Override Units; Immediately Vested Override Unit; Immediately Vested Override
Units Override Units Subject to
Vesting
 Valuation of the Override Units
 19




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##### 



Calculations
 Profits Interests for Tax Purposes
 Section 7.2 Effects of Termination of Employment on Override Units
 Forfeiture of Override Units Subject to Vesting upon Termination
 Termination for Cause
 Other Termination
 Percentage of suchInactive ManagementMembers OverrideUnits Subject toVestingIf the termination occurs
    
    to be ForfeitedBefore the third anniversary of the MLP IPO Date
    
    
    100
    %On or after the third anniversary, but before the
fourth anniversary, of the MLP IPO Date
    
    
    66.7
    %On or after the fourth anniversary, but before the
fifth anniversary, of the MLP IPO Date
    
    
    33.3
    %On or after the fifth anniversary of the MLP IPO Date
    
    
    0
    %
 20




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Retirement
 Section 7.3 Inactive Management Members Inactive Management Member
 ARTICLE VIII
 ALLOCATIONS
 Section 8.1 Book Allocations of Net Income and Net Loss
   Section 8.2 Special Book Allocations
 Qualified Income Offset Deficit
 21




---



##### 



provided
  Restorative Allocations
 Section 8.3 Tax Allocations
 ARTICLE IX
 DISTRIBUTIONS
 Section 9.1 Distributions Generally
 
  22




---



##### 



Section 9.2 Distributions In Kind
 Section 9.3 No Withdrawal of Capital
 Section 9.4 Withholding
  23




---



##### 



i ii
  Section 9.5 Restricted Distributions
 Section 9.6 Tax Distributions provided
 24




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##### 



ARTICLE X
 BOOKS AND RECORDS
 Section 10.1 Books, Records and Financial Statements provided
 Section 10.2 Filings of Returns and Other Writings; Tax Matters Partner
  Tax Matters Partner provided
  25




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##### 



Section 10.3 Accounting Method
 ARTICLE XI
 LIABILITY, EXCULPATION AND INDEMNIFICATION
 Section 11.1 Liability
 Section 11.2 Exculpation
 Section 11.3 Fiduciary Duty provided a b
 Section 11.4 Indemnification
 26




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##### 



provided
 Section 11.5 Expenses
 Section 11.6 Severability
 ARTICLE XII
 TRANSFERS OF INTERESTS
 Section 12.1 Restrictions on Transfers of Interests by Members
 Transfers by Investor Members i ii iii
 Transfers by Management Members provided i ii iii v v vi
 27




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##### 



Transfers by Outside Members provided i ii iii iv v
 Section 12.2 Overriding Provisions
   i ii
   Section 12.3 Estate Planning Transfers; Transfers upon Death of a Management Member
 28




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##### 



provided
 Section 12.4 Involuntary Transfers Involuntary
Transfer Involuntary
Transferee i ii
 Section 12.5 Assignments
 Assignment by the Company
 Assignment Generally provided i
 29




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##### 



ii iii
 Section 12.6 Substitute Members
   Section 12.7 Release of Liability
 Section 12.8 Right of First Offer; Tag-Along and Drag-Along Rights
 Right of First Offer Transferring Investor Member
 First Offer Notice x
 30




---



##### 



Subject Interests y First Offer provided All or Nothing Offer Initial First Offer Acceptance
Period
 Additional First Offer
Acceptance Period Refused Interests provided however
 Transfer Period i ii
 31




---



##### 



iii iv provided however
 i ii HSR
  Tag-Along Rights Tag-Along
Right provided however x y
 32




---



##### 



z
 Drag-Along Rights i A B Drag-Along Right provided however x y z
  33




---



##### 



Section 12.9 Initial Public Offering
 Generally i ii Subsidiary IPO provided
 IPO of Newco or the Company i x y Newco ii iii provided
 34




---



##### 



provided further ii
 Subsidiary IPO i provided A B I II C ii iii
 35




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##### 



ARTICLE XIII
 DISSOLUTION, LIQUIDATION AND TERMINATION
 Section 13.1 Dissolving Events
    Section 13.2 Dissolution and Winding-Up
 First
 Second
 Third
 provided provided further
 36




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##### 



Section 13.3 Distributions in Cash or in Kind provided provided further
 Section 13.4 Termination
 Section 13.5 Claims of the Members
 ARTICLE XIV
 MISCELLANEOUS
 Section 14.1 Notices a b c d
  
  
 37




---



##### 



th
 
  
  w x y z provided
 Section 14.2 Securities Act Matters
 Section 14.3 Headings
 Section 14.4 Entire Agreement
 38




---



##### 



Section 14.5 Counterparts
 Section 14.6 Governing Law; Attorneys Fees
 Section 14.7 Waivers
   Section 14.8 Invalidity of Provision
 Section 14.9 Further Actions a b
 39




---



##### 



Section 14.10 Amendments
 provided however provided however i ii iii
  Section 14.11 No Third Party Beneficiaries
 Section 14.12 Injunctive Relief
 Section 14.13 Power of Attorney
 40




---



##### 



provided however provided further
  Section 14.14 Marketing Materials
 Section 14.15 Notice of Events
 41




---



##### 



ARTICLE XV
 DEFINED TERMS
 Section 15.1 Definitions
 Accounting Period
 Additional First Offer Acceptance Period
 Additional Member
 Additional Purchase Amount
 Adjustment Date
 Affiliate
 Agreement
 All or Nothing Offer
 Board
 Book Value
 42




---



##### 



Capital Account
 Capital Contribution
 Carrying Value
 Certificate
 Code
 Common Units
 Company
 Covered Person
 Current Value A B i ii
 43




---



##### 



Deficit
 Delaware Act
 Director
 Disability provided
 Drag-Along Right
 ECI
 Exchange Act
 Exit Event
 (a)
    
    the sale, transfer or other disposition by the Investor Members to one or more
Persons that are not, immediately prior to such sale, Affiliates of the Company or any
Investor Member of all of the Interests of the Company beneficially owned by the
Investor Members as of the date of such transaction; or(b)
    
    the sale, transfer or other disposition of all of the assets of the Company and
its Subsidiaries, taken as a whole, to one or more Persons that are not, immediately
prior to such sale, transfer or other disposition, Affiliates of the Company or any
Investor Member.
 Fair Market Value
 (a)
    
    for purposes of determining the value of any property owned by, contributed to
or distributed by the Company, (i) in the case of publicly-traded securities,
the average of their last sales prices on the applicable trading exchange or quotation
 44




---



##### 



system on each trading day during the five trading-day period ending on such date
and (ii) in the case of any other property, the fair market value of such
property, as determined in good faith by the Board, or(b)
    
    for purposes of determining the value of any Members Interest in connection
with Section 12.4 (Involuntary Transfers), (i) the fair market value of such
Interest as reflected in the most recent appraisal report prepared, at the request of
the Board, by an independent valuation consultant or appraiser of recognized national
standing, reasonably satisfactory to each of GSCP and Kelso, or (ii) in the
event no such appraisal exists or the date of such report is more than one year prior
to the date of determination, the fair market value of such Interest as determined in
good faith by the Board.
 First Company Notice
 First Offer
 First Offer Notice
 Five Percent Test
 GSCP
 GSCP Director
 GSCP Institutional
 GSCP Member
 GSCP Onshore
 HSR
 Immediately Vested Override Units
 Inactive Management Member
 Initial First Offer Acceptance Period
 Initial Price i ii
 Initial Public Offering IPO
 45




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##### 



i ii
 Initial Purchase Amount
 Interest
 Investor Member Units
 Investor Members
 Involuntary Transfer
 Involuntary Transferee
 Kelso
 Kelso Director
 Kelso Member
 Magnetite
 Majority in Interest
 Management Member
 Member i ii
 MLP IPO Date
 46




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##### 



i ii
 Net Income and Net Loss
 Newco
 Non-Investor Member
 Officers
 Original LLC Agreement
 Other Investor Member
 Outside Member
 47




---



##### 



Override Unit Committee
 Override Units
 Override Units Subject to Vesting
 Person
 Proposed Third Party Interests
 Pro Rata Preemptive Amount
 Refused Interests
 Registration Rights Agreement
 Rejected Amount
 Requisite Original Amount
 Requisite Outstanding Amount
 Retirement i ii
 Rule 144
 Second Company Notice
 Securities Act
 Selling Investor Member
 Subject Interests
 48




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##### 



Subsidiary
 Subsidiary IPO
 Tag-Along Right
 Tax Matters Partner
 Termination for Cause Cause i ii iii nolo contendere iv provided
 Transfer
 Transfer Period
 Transferring Investor Member
 Treasury Regulations
 UBTI
 Units
 [Signature page follows]
 49




---



##### 



INVESTOR MEMBERSGS CAPITAL PARTNERS V FUND, L.P.By:
    
    GSCP V Advisors, L.L.C., its General PartnerBy:
    
    /s/ Kenneth A. PontarelliName: Kenneth A. PontarelliTitle:GSCP V OFFSHORE COFFEYVILLE HOLDINGS, L.P.By:
    
    GS Capital Partners V Offshore Fund, L.P., its
General PartnerBy:
    
    GSCP V Offshore Advisors, L.L.C.,its General PartnerBy:
    
    /s/ Kenneth A. PontarelliName: Kenneth A. PontarelliTitle:
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



GSCP V INSTITUTIONAL COFFEYVILLE HOLDINGS, L.P.By:
    
    GS Capital Partners V Institutional, L.P.By:
    
    GS Advisors V, L.L.C., its GeneralPartnerBy:
    
    /s/ Kenneth A. PontarelliName: Kenneth A. PontarelliTitle:GSCP V GMBH COFFEYVILLE HOLDINGS, L.P.By:
    
    GSCP V GmbH Coffeyville Holdings,its General PartnerBy:
    
    /s/ Kenneth A. PontarelliName: Kenneth A. PontarelliTitle:
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



KIA VII CVR HOLDCO, LLCBy:
    
    Kelso Investment Associates VII, L.P., itsmemberBy:
    
    Kelso GP VII, L.P.,its general partnerBy:
    
    Kelso GP VII, LLC,its general partnerBy:
    
    /s/ James J. Connors, IIName:  James J. Connors, IITitle:    Managing MemberKEP Fertilizer, LLCBy:
    
    
    
    /s/ James J. Connors, IIName:
    
    James J. Connors, IITitle:
    
    Managing Member
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



MANAGEMENT MEMBERS/s/ John J. Lipinski
JOHN J. LIPINSKI/s/ Stanley A. Riemann
STANLEY A. RIEMANN/s/ James T. Rens
JAMES T. RENS/s/ Keith D. Osborn
KEITH D. OSBORN/s/ Kevan A. Vick
KEVAN A. VICK/s/ Robert W. Haugen
ROBERT W. HAUGEN/s/ Wyatt E. Jernigan
WYATT E. JERNIGAN
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



/s/ Alan K. Rugh
ALAN K. RUGH/s/ Daniel J. Daly, Jr.
DANIEL J. DALY, JR./s/ Edmund Gross
EDMUND GROSS/s/ Chris Swanberg

CHRIS SWANBERG/s/ John Huggins
JOHN HUGGINS/s/ Dave L. Landreth
DAVE L. LANDRETH/s/ Neal E. Barkley
NEAL E. BARKLEY/s/ Patrick J. Quinn
PATRICK J. QUINN/s/ Michael R. Puddy
MICHAEL R. PUDDY
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



/s/ Susan M. Ball
SUSAN M. BALL/s/ Mark R. Keim
MARK R. KEIM/s/ Stirling D. Pack, Jr.
STIRLING D. PACK, JR.
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



OUTSIDE MEMBERSMAGNETITE ASSET INVESTORS III L.L.C.By:
    
    BlackRock Financial Management, Inc., as
Managing MemberBy:
    
    /s/ Frank GordonName: Frank GordonTitle: Managing Director/s/ Wesley ClarkWESLEY CLARK
 [Signature page to the Amended and Restated Limited Liability Company Agreement of
Coffeyville Acquisition III LLC]




---



##### 



GSCP Members
 Date of
    
    
    
    CapitalName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Common UnitsGS Capital Partners V Fund, L.P.
    
    October 24, 2007
    
    
    
    $
    2,752,636.98
    
    
    
    275,263.698GSCP V Offshore Coffeyville
    
    October 24, 2007
    
    
    
    $
    1,421,897.57
    
    
    
    142,189.757Holdings, L.P.GSCP V Institutional
    
    October 24, 2007
    
    
    
    $
    943,917.23
    
    
    
    94,391.723Coffeyville Holdings, L.P.GSCP V GmbH Coffeyville
    
    October 24, 2007
    
    
    
    $
    109,132.40
    
    
    
    10,913.240Holdings, L.P.Total
    
    
    
    
    
    $
    5,227,584.18
    
    
    
    522,758.418




---



##### 



Kelso Members
 Date of
    
    
    
    CapitalName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Common UnitsKIA VII CVR Holdco, LLC
    
    October 24, 2007
    
    
    
    $
    4,124,485.63
    
    
    
    412,448.563KEP Fertilizer, LLC
    
    October 24, 2007
    
    
    
    $
    1,021,301.20
    
    
    
    102,130.120Total
    
    
    
    
    
    $
    5,145,786.83
    
    
    
    514,578.683




---



##### 



Management Members
 OverrideUnitsDate of
    
    
    
    Capital
    
    Common
    
    Date of
    
    Immediately
    
    Subject toName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Units
    
    Grant
    
    Vested
    
    VestingJohn J. Lipinski
    
    10/24/07
    
    
    
    $
    68,145.99
    
    
    
    6,814.599
    
    
    10/24/07
    
    
    53,921
    
    
    
    N/A02/15/08
    
    
    27,329
    
    
    
    219,378Stanley A. Riemann
    
    10/24/07
    
    
    
    $
    16,359.65
    
    
    
    1,635.965
    
    
    10/24/07
    
    
    19,650
    
    
    
    N/A02/15/08
    
    
    10,350
    
    
    
    75,000James T. Rens
    
    10/24/07
    
    
    
    $
    10,224.79
    
    
    
    1,022.479
    
    
    10/24/07
    
    
    10,066
    
    
    
    N/A02/15/08
    
    
    6,568
    
    
    
    48,750Keith D. Osborn
    
    10/24/07
    
    
    
    $
    10,224.79
    
    
    
    1,022.479
    
    
    10/24/07
    
    
    10,066
    
    
    
    N/A02/15/08
    
    
    3,339
    
    
    
    7,500Kevan A. Vick
    
    10/24/07
    
    
    
    $
    10,224.79
    
    
    
    1,022.479
    
    
    10/24/07
    
    
    10,066
    
    
    
    N/A02/15/08
    
    
    3,339
    
    
    
    45,000Robert W. Haugen
    
    10/24/07
    
    
    
    $
    4,089.91
    
    
    
    408.991
    
    
    10/24/07
    
    
    10,066
    
    
    
    N/A02/15/08
    
    
    6,568
    
    
    
    13,125Wyatt E. Jernigan
    
    10/24/07
    
    
    
    $
    4,089.91
    
    
    
    408.991
    
    
    10/24/07
    
    
    10,066
    
    
    
    N/A02/15/08
    
    
    4,308
    
    
    
    11,250Alan K. Rugh
    
    10/24/07
    
    
    
    $
    4,089.91
    
    
    
    408.991
    
    
    10/24/07
    
    
    7,190
    
    
    
    N/A02/15/08
    
    
    2,478
    
    
    
    5,625Daniel J. Daly, Jr.
    
    10/24/07
    
    
    
    $
    2,044.96
    
    
    
    204.496
    
    
    10/24/07
    
    
    7,190
    
    
    
    N/A02/15/38
    
    
    6,079
    
    
    
    18,750Edmund Gross
    
    10/24/07
    
    
    
    $
    1,226.79
    
    
    
    122.679
    
    
    02/15/08
    
    
    8,786
    
    
    
    22,500Chris Swanberg
    
    10/24/07
    
    
    
    $
    1,022.25
    
    
    
    102.225
    
    
    02/15/08
    
    
    8,786
    
    
    
    11,250John Huggins
    
    10/24/07
    
    
    
    $
    2,863.12
    
    
    
    286.312
    
    
    02/15/08
    
    
    2,512
    
    
    
    N/A




---



##### 



OverrideUnitsDate of
    
    
    
    Capital
    
    Common
    
    Date of
    
    Immediately
    
    Subject toName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Units
    
    Grant
    
    Vested
    
    VestingDave L. Landreth
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    9,668
    
    
    
    11,250Neal E. Barkley
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    1,495
    
    
    
    11,250Patrick J. Quinn
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    1,246
    
    
    
    3,750Michael R. Puddy
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    3,124
    
    
    
    3,750Susan M. Ball
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    2,499
    
    
    
    11,250Mark K. Keim
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    1,246
    
    
    
    5,625Stirling D. Pack, Jr.
    
    02/15/08
    
    
    
    
    0
    
    
    
    0
    
    
    02/15/08
    
    
    0
    
    
    
    7,500Unallocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    219,500-Total
    
    
    
    
    
    $
    134,606.86
    
    
    
    13,460,686
    
    
    
    
    
    248,000
    
    
    
    752,000




---



##### 



Outside Members
 Date of
    
    
    
    CapitalName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Common UnitsMagnetite Asset Investors III L.L.C.
    
    October 24, 2007
    
    
    
    $
    81,797.35
    
    
    
    8,179.735Wesley Clark
    
    October 24, 2007
    
    
    
    $
    10,224.78
    
    
    
    1,022.478




---



##### 



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