exv10w2






Exhibit 10.2




AMENDMENT TO FEEDSTOCK AND SHARED SERVICES AGREEMENT




     THIS AMENDMENT TO FEEDSTOCK AND SHARED SERVICES AGREEMENT (this “Amendment”) is entered into
as of July 24, 2009 by Coffeyville Resources Refining & Marketing, LLC, a Delaware limited
liability company (“Refinery Company”), and Coffeyville Resources Nitrogen Fertilizers, LLC, a
Delaware limited liability company (“Fertilizer Company”).



RECITALS




     Refinery Company and Fertilizer Company entered into a Feedstock and Shared Services Agreement
effective as of October 25, 2007 (the “Agreement”), pursuant to which the parties agreed to provide
each other with certain Feedstocks and Services for use in their respective production processes
and certain other related matters. Refinery Company and Fertilizer Company 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. Sulfur to Block. Section 2.6 of the Agreement is amended to add a Section 2.6(c),
to read as follows:




     “(c) Sulfur to Block. If at any time the pricing mechanisms for
sulfur contained in Section 8.1 of the TKI Phase II Agreement do not
accurately reflect then current sulfur market conditions, resulting in Fertilizer
Company retaining sulfur in lieu of selling such excess sulfur to TKI, then
Refinery Company agrees to remove and take title to such sulfur in exchange for a
fee payable by Fertilizer Company to Refinery Company of $11.50 per long ton, with
such fee representing the costs incurred by Refinery Company to transport and
store sulfur to block. The foregoing fee may be adjusted from time to time by
mutual agreement of the parties to take into account charges assessed by third
parties for loading sulfur into equipment owned or controlled by Refinery Company,
or other potential increases or decreases in charges.”



     3. Hydrogen Reduction Date. Refinery Company and Fertilizer Company hereby
acknowledge and agree that effective as of the date of the Amendment, the Hydrogen Reduction Date
has passed.



     4. Hydrogen Supply. The heading for Section 2.9 of the Agreement is deleted in its
entirety and replaced with “Hydrogen Supply.”. In addition, Section 2.9(c) of the
Agreement is deleted in its entirety, and is amended to read as follows:



 









 






     “(c) To the extent available, Refinery Company agrees to provide Fertilizer
Company with Hydrogen at the price set forth on Exhibit B.




     (d) Notwithstanding the provisions of subsections (a) – (c) above, sales of
Hydrogen by Fertilizer Company to Refinery Company and by Refinery Company to
Fertilizer Company will be netted against each other on a monthly basis. To the
extent a party sells more Hydrogen to the other party than purchased from such
party in any given month, then such party will be paid for such Hydrogen pursuant
to the prices set forth on Exhibit B.




     (e) Notwithstanding the provisions of subsections (a) – (d) above, Refinery
Company and Fertilizer Company may purchase Hydrogen from the other party upon
such terms and conditions as the parties mutually agree upon in writing from time
to time with respect to any single purchase, any series of purchases, or
otherwise.”



     5. Tank Capacity. A new Section 2.13 is added to the Agreement, to read as follows:




     “Section 2.13 Tank Capacity. To the extent available, Refinery
Company and Fertilizer Company agree to provide the other party with finished
product tank capacity from time to time. The terms under which such tank capacity
will be provided, including the fee, term and tank designation will be mutually
agreed upon by the parties.”



     6. Exhibit B. The Hydrogen section of Exhibit B to the Agreement is deleted
in its entirety and is amended to read as set forth on Exhibit B attached to this
Amendment.



     7. 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.



     8. 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]




2









 





     The parties have executed this Amendment as of the date first written above.



	 	 	 	 	 	 	 	 	 
	Coffeyville Resources Refining & Marketing, LLC	 	 Coffeyville Resources Nitrogen Fertilizers, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Robert W. Haugen
 

Robert W. Haugen
	 	By:

Name:
	 	/s/ Kevan A. Vick
 

Kevan A. Vick
	 	 
	Title:

	 	Executive Vice President,

Refining Operations
	 	Title:
	 	Executive Vice President and

Fertilizer General Manager	 	 






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EXHIBIT B




Amendment to Exhibit B




	 	 	 
	* * *
	 	 
	Hydrogen
	 	 
	 
	 	 
	- Gaseous
	 	 
	 
	- Purity

	 	not less than 99.9 mol.%
	 
	 	 
	- Flow

	 	21 mmscf/day maximum
	 
	 	 
	- Pressure

	 	450 psig ± 30 psi
	 
	 	 
	- Carbon Monoxide

	 	less than 50 ppm
	 
	 	 
	- Carbon Dioxide

	 	less than 10 ppm
	 
	 	 
	- Price for sales from Fertilizer
Company to Refinery Company

	 	The Hydrogen price shall be $0.46
per 100scf based on an Ammonia Price
of $300.00 per short ton. The
Hydrogen price per 100scf shall
adjust as of the first day of each
calendar month up or down in the
same percentage as the Ammonia Price
for the immediately preceding
calendar month adjusts up or down
from $300.00 per short ton. Until
the Hydrogen Reduction Date, the
Hydrogen price shall be discounted
to seventy percent (70%) of the
Hydrogen price otherwise calculated
pursuant to the foregoing
provisions.
	 
	 	 
	- Monthly Demand Charge

	 	(4,478) X (Ammonia Price adjusted as
of each monthly due date for the
Monthly Demand Charge) X (1/12 of
the Prime Rate as of such monthly
due date)
	 
	 	 
	- Additional Requirement Price

	 	The Hydrogen price for any
Additional Requirement shall be
$0.55 per 100scf based on a UAN
Price of $150.00 per short ton. The
Hydrogen price per 100scf of any
Additional Requirement shall adjust
as of the first day of each calendar
month up or down in the same
percentage as the UAN Price for the
immediately preceding month adjusts
up or down from $150.00 per short
ton.
	 
	 	 
	- Price for sales from Refinery
Company to Fertilizer Company

	 	The Hydrogen price shall be 62%
multiplied by the Fuel Price, where
the “Fuel Price” is the price of
natural gas measured at a per mmbtu
rate based on the price for natural
gas actually paid by Refinery
Company and Fertilizer Company for
the month preceding the sale.
	 
	 	 
	- Flow measurement

	 	All Hydrogen flows shall be measured
by a standard sharp edge orifice
plate and differential pressure
transmitter located at the
Fertilizer Plant. The measured flow
shall be pressure and






 









 






	 	 	 
	 

	 	temperature compensated and totalized by the
Fertilizer Plant’s Honeywell process
control computer (TDC 3000) or any
replacement computer. All
transmitter signals and computer
calculations are available to the
Refinery through the existing
communications bus for verification.
Calibration of the transmitter
shall be done at least annually and
may be done more frequently at
Refinery Company’s request.
	 
	 	 
	* * *