EX-10.21



 





AMENDED AND RESTATED RECAPITALIZATION AGREEMENT




     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”).



     WHEREAS, on September 25, 2006, the Company, CVR, CRM, and CNF entered into that certain
Recapitalization Agreement (the “Initial Recapitalization Agreement”) for
purposes of causing a recapitalization (the “Recapitalization”) in order
to effect the consummation of an initial public offering of CVR’s common stock (the
”IPO”); and



     WHEREAS, the Parties desire to amend and restate the Initial Recapitalization Agreement in its
entirety and to enter into this Agreement in order to provide for, among other things, the merger
of a wholly owned direct subsidiary of CVR with and into CRMH, which shall cause CRMH to be a
wholly owned direct subsidiary of CVR;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:




	 	1.	 	CRMH Merger.






          a.     Prior
to the consummation of the IPO, the Parties shall cause CVR MergerSub 3, Inc.,
a Delaware corporation and a newly formed direct subsidiary of CVR (“Merger Sub
3”) to merge under and pursuant to the General Corporation Law of the State of
Delaware (the “DGCL”) with and into CRMH, the separate existence
of Merger Sub 3 shall cease, and CRMH shall continue as the surviving corporation (the
“CRMH Merger”).




          b.     The
Parties shall take all actions necessary to cause the consummation of the CRMH
Merger and the CRMH Merger shall become effective upon the later of (i) the filing of a
Certificate of Merger effecting the CRMH Merger with the Secretary of the State of Delaware,
or (ii) such other time as set forth in such Certificate of Merger.




	 	2.	 	CNF Merger.






          a.     Prior
to the consummation of the IPO, the Parties shall cause CVR MergerSub 2, Inc.,
a Delaware corporation and a newly formed direct subsidiary of CVR (“Merger Sub
2”) to merge under and pursuant to the DGCL with and into CNF, the separate
existence of Merger Sub 2 shall cease, and CNF shall continue as the surviving corporation
(“CNF Merger”).



 









 






          b.     The
Parties shall take all actions necessary to cause the consummation of the CNF
Merger and the CNF Merger shall become effective upon the later of (i) the filing of a
Certificate of Merger effecting the CNF Merger with the Secretary of the State of Delaware,
or (ii) such other time as set forth in such Certificate of Merger.




	 	3.	 	CVR Stock Split or Stock Dividend.






          a.     Prior
to the consummation of the IPO, and in connection with the CNF Merger and the
CRMH Merger, CVR will effect a stock split or a stock dividend as determined by the officers
of CVR and in accordance with the requirements of Delaware law and the officers of CVR and
the Parties hereto shall take all actions necessary to consummate such stock split or
dividend.




	 	4.	 	Miscellaneous.






          a.     Successors
and Assigns. This Agreement shall inure to the benefit of the successors
and assigns of the Parties.




          b.     Governing
Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware. The Parties agree that any
action brought by any party to interpret or enforce any provision of this Agreement shall be
brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue
of, the appropriate state or federal court for the district encompassing the Company’s
principal place of business. Each of the Parties hereby irrevocably and unconditionally
waives any and all right to trial by jury in any legal proceeding arising out of or related
to this Agreement or the transactions contemplated hereby.




          c.     Entire
Agreement. This Agreement constitutes the entire agreement by and among the
Parties with respect to the subject matter hereof and supersedes and merges all prior
agreements or understandings, whether written or oral.




          d.     Severability.
If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the Parties agree to renegotiate such provision in good
faith. In the event that the Parties cannot reach an agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its terms.




          e.     General
Representation and Warranty. Each Party represents and warrants that it or
he has read this Agreement, has consulted with legal counsel of its or his own choosing, and
fully understands that the consideration for this Agreement is all the consideration that it
or he will receive, that it or he has entered into this Agreement and based on its or his
knowledge, judgment and free choice, and that it or he has not acted in








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reliance on any representation, advice or other action of the other Parties, except as
specifically set forth and provided herein.




          f.     Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



[Signature Page follows]







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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 
	 	COFFEYVILLE ACQUISITION LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	COFFEYVILLE REFINING & MARKETING HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	COFFEYVILLE REFINING & MARKETING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	COFFEYVILLE NITROGEN FERTILIZERS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CVR ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page for Amended and Restated Recapitalization Agreement]