exv10w8






Exhibit 10.8




AMENDMENT TO SERVICES AGREEMENT




     THIS AMENDMENT TO SERVICES AGREEMENT (this “Amendment”) is entered into as of January 1, 2010
(the “Effective Date”) by and between CVR Partners, LP, a Delaware limited partnership (“MLP”), CVR
GP, LLC, a Delaware limited liability company (“Managing GP”), CVR Special GP, LLC, a Delaware
limited liability company (“Special GP”), and CVR Energy, Inc., a Delaware corporation (“CVR”, and
collectively with MLP, Managing GP and Special GP, the “Parties” and each, a “Party”).



RECITALS




     The Parties entered into a Services Agreement effective as of October 25, 2007 (the
"Agreement”), pursuant to which the CVR agreed to provide the Services to the Services Recipients.
The Parties desire to amend the Agreement in the manner set forth in this Amendment.



     The parties agree as follows:



     1. Capitalized Terms. Capitalized terms used but not defined herein have the meanings
assigned to them in the Agreement.



     2. Payment Amount. Section 3.01 of the Agreement is amended and restated to read as
follows as of the Effective Date:




     “Section 3.01 Payment Amount. Managing GP shall pay or cause MLP or
Fertilizer to pay, to CVR (or its Affiliates as CVR may direct) the amount of any
direct or indirect expenses incurred by CVR or its Affiliates in connection with the
provision of Services by CVR or its Affiliates (the “Payment Amount”), in accordance
with the following:




     (a) Seconded Personnel. The Payment Amount will include all
Personnel Costs of Seconded Personnel, to the extent attributable to the
periods during which such Seconded Personnel are provided to the Services
Recipients.




     (b) Shared Personnel and Administrative Personnel. The Payment
Amount will include a prorata share of all Personnel Costs of Shared
Personnel and Administrative Personnel (including government and public
relations), as determined by CVR on a commercially reasonable basis, based
on the percent of total working time that such respective personnel are
engaged in performing any of the Services.




     (c) Administrative Costs. The Payment amount will include the
following:



 









 






     (i) Travel. Travel expenses by Seconded Personnel,
Shared Personnel and Administrative Personnel will be direct charged
as applicable.




     (ii) Office Costs. A prorata share of all office costs
(including, without limitation, all costs relating to office leases,
equipment leases, supplies, property taxes and utilities) for all
locations of Administrative Personnel, based on the Fertilizer
Payroll Percentage, will be included in the Payment Amount.




     (iii) Insurance. Insurance premiums will be direct
charged to the applicable insured, provided, however, all insurance
premiums for adequate directors and officers (or equivalent)
insurance for any Seconded Personnel or Shared Personnel, with
liability coverage of no less than $15 million, will be included in
the Payment Amount.




     (iv) Outside Services. Services provided by outside
vendors (including audit services, legal services, government and
public relation services, and other services) will first be direct
charged where applicable, and a prorata share of charges for all
services that are provided by outside vendors and not direct charged
will be included in the Payment Amount based upon the following
percentages of such charges: audit services — 25%; legal services
 — 20%; and all other services — Fertilizer Payroll Percentage.




     (v) Other SGA Costs. A prorata share of all other
sales, general and administrative costs relating to the Services
Recipients, based on the Fertilizer Payroll Percentage, will be
included in the Payment Amount.




     (vi) Depreciation and Amortization. A prorata share of
depreciation and amortization relating to all locations of
Administrative Personnel, based on the Fertilizer Payroll
Percentage, will be included in the Payment amount following
recognition of such depreciation or amortization as an expense on
the books and records of CVR or its Affiliates.




     (vii) Bank Charges and Interest Expense. Bank charges
and interest expense will be direct charged as applicable.




     (viii) Other Costs. Other costs as reasonably incurred
by CVR or its Affiliates in the provision of Services will be direct
charged as applicable.”



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     3. Ratify Agreement. Except as expressly amended hereby, the Agreement will remain
unamended and in full force and effect in accordance with its terms. The amendments provided
herein will be limited precisely as drafted and will not constitute an amendment of any other term,
condition or provision of the Agreement. References in the Agreement to “Agreement”, “hereof”,
“herein”, and words of similar import are deemed to be a reference to the Agreement as amended by
this Amendment.



     4. Counterparts. This Amendment may be executed in any number of counterparts, each
of which will be deemed to be an original and all of which constitute one agreement that is binding
upon each of the parties, notwithstanding that all parties are not signatories to the same
counterpart.



[signature page follows]




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     The parties have executed this Amendment January 28, 2010, but effective as of the Effective
Date.



	 	 	 	 	 	 	 	 	 

	CVR Partners, LP	 	CVR Special GP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	CVR GP, LLC,	 	 	 	 	 	 
	 

	 	its Managing General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kevan A. Vick
 

Kevan A. Vick
	 	By:

Name:
	 	/s/ Edward Morgan
 

Edward Morgan
	 	 
	Title:

	 	Executive Vice President and
	 	Title:
	 	Chief Financial Officer	 	 
	 

	 	Fertilizer General Manager	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CVR GP, LLC,	 	CVR Energy, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kevan A. Vick
 

Kevan A. Vick
	 	By:

Name:
	 	/s/ Edward Morgan
 

Edward Morgan
	 	 
	Title:

	 	Executive Vice President and
	 	Title:
	 	Chief Financial Officer	 	 
	 

	 	Fertilizer General Manager