EX-10.1





Exhibit 10.1


SECOND SUPPLEMENT TO ENVIRONMENTAL AGREEMENT




     This Second Supplement to Environmental Agreement (this “Second Supplement”) is entered into
as of July 23, 2008 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”), referred to collectively as the
“Parties”. Capitalized terms used but not otherwise defined herein will have the meanings set
forth in the Environmental Agreement, dated as of October 25, 2007, by and between Refinery Company
and Fertilizer Company (the “Environmental Agreement”).



RECITALS




     Refinery Company owns and operates a Refinery, and Fertilizer Company owns and operates a
Fertilizer Plant located adjacent to the Refinery, and Refinery Company and Fertilizer Company
entered into the Environmental Agreement for the provision of certain indemnification and access
rights in connection with environmental matters affecting the Refinery and the Fertilizer Plant,
and certain other related matters. Effective February 15, 2008 Refinery Company and Fertilizer
Company entered into a Supplement to Environmental Agreement (the “Supplement”), in which Refinery
Company and Fertilizer Company acknowledged and agreed upon the transfer of certain property, the
Known Contamination Map and the Comprehensive Coke Management Plan.



     Exhibit C to the Supplement included the Comprehensive Coke Management Plan, and attached as
Appendix A to the Comprehensive Coke Management Plan was the then current agreement between
Fertilizer Company and the contractor responsible for loading, unloading and offsite transportation
of Coke, all as more particularly described in such agreement (the “Original Coke Handling
Agreement”). Fertilizer Company and such contractor have entered into an Amended and Restated Coke
Handling Agreement, effective March 1, 2008, which amends and restates the Original Coke Handling
Agreement (such agreement, the “Amended Coke Handling Agreement”).



     Refinery Company and Fertilizer Company now desire to amend the Supplement to include the
Amended Coke Handling Agreement.



     1. Amendment. Appendix A to Exhibit C to the Supplement is deleted in its entirety,
and is replaced with the Amended Coke Handling Agreement, attached hereto as Appendix A.



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



 









 





     3. Counterparts. This Second Supplement 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]





 









 








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



	 	 	 	 	 	 	 	 	 
	Coffeyville Resources Refining & Marketing,	 	 	 	Coffeyville Resources Nitrogen Fertilizers,
	LLC	 	 	 	LLC
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/  John J. Lipinski	 	 	 	By:	 	/s/  John J. Lipinski
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	John J. Lipinski	 	 	 	Name:	 	John J. Lipinski
	 

	 	 
	 	 	 	 	 	 
	Title:
	 	Chief Executive Officer &
President	 	 	 	Title:	 	Chief Executive Officer &
President
	 

	 	 
	 	 	 	 	 	 






 









 




Appendix A



Amended and Restated Coke Handling Agreement



This Amended and Restated Coke Handling Agreement (this “Agreement”) is entered into this
1st day of March, 2008 (the “Effective Date”) between Coffeyville Resources Nitrogen
Fertilizers, LLC, a Delaware limited liability company (“CRNF”) and Savage Services
Corporation, a Utah corporation (“Savage”). CRNF and Savage are each a “Party” and
are collectively the “Parties” to this Agreement.




Background





	A.	 	Coffeyville Resources Refining & Marketing, LLC, a Delaware limited liability company
(“CRRM”) owns and operates a petroleum refinery
located at Coffeyville, Kansas (the “Refinery”).
	 
	B.	 	CRNF owns and operates a fertilizer complex adjacent to the Refinery, consisting of the
hydrogen production facility, the air separation unit, the UAN plant, the ammonia
synthesis loop, the offsite sulfur recovery unit, the utility facilities, the grounds and
related connecting pipes and improvements (the “Fertilizer Complex”).
	 
	C.	 	CRNF and CRRM are parties to a Coke Supply Agreement dated October 25, 2007,
pursuant to which CRRM agrees to sell and deliver to CRNF and CRNF
agrees to purchase and accept delivery of Coke produced at the Refinery.
	 
	D.	 	The Fertilizer Complex converts Coke produced at the Refinery into hydrogen for use in
CRNF’s ammonia synthesis loop, and into purified carbon dioxide
for use in CRNF’s UAN plant.
	 
	E.	 	CRNF (as successor in interest to Farmland Industries, Inc.) and Savage (as successor in
interest to Banks Construction Company, Inc.) are parties to a Coke Handling Agreement
dated July 1, 2000, as amended by a First Addendum dated August 1, 2001, a Second
Addendum dated May 1, 2002, and a Second Amendment dated March 5, 2004 (as so
amended, the “Original Agreement”), under which Savage agreed to haul, store and
handle the Coke and provide certain other services specified therein.
	 
	F.	 	CRNF and Savage desire to amend and restate the Original Agreement on the terms and
conditions set forth in this Agreement.





Agreement



The Parties, desiring to be legally bound, hereby agree as follows:





	1.	 	Recitals and Exhibits. The foregoing background recitals and all Exhibits referenced
in this Agreement are expressly made a part of this Agreement.
	 
	2.	 	Defined Terms. For purposes of this Agreement, the term:




 









 






	 	 	“Agreement” means this Amended and Restated Coke Handling Agreement and the Exhibits hereto;
	 
	 	 	“Clear Water Pit” means the concrete pit located on the northeast side of the Coke Pit used
to settle fines out of the Coke cutting water;
	 
	 	 	“CRNF” has the meaning given in the introductory paragraph;
	 
	 	 	“CRRM” has the meaning given in recital paragraph A;
	 
	 	 	“Coke” means petroleum coke produced at the Refinery, and petroleum coke produced other
than at the Refinery, to be used by CRNF at the Fertilizer Complex;
	 
	 	 	“Coke Pit” means the existing Coke storage pit located within the Refinery;
	 
	 	 	“Coke Unit” means the existing coker unit located within the Refinery;
	 
	 	 	“Commercially Reasonable” means in accordance with commonly accepted trade practices among
reputable businesses and commercial enterprises engaged in the same
or Similar businesses, acting
prudently;
	 
	 	 	“Damages” has the meaning given in Section 13;
	 
	 	 	“day” means any calendar day;
	 
	 	 	“Dispute” has the meaning given in Section 12.1;

	 
	 	 	“Effective Date” has the meaning given in the introductory paragraph;
	 
	 	 	“Equipment” means that equipment provided by Savage to perform the Services under this
Agreement;
	 
	 	 	“Event of Default” has the meaning given in Section 15.1;
	 
	 	 	“Extended Term” has the meaning given in Section 4.2;
	 
	 	 	“Fertilizer Complex” has the meaning given in recital B;
	 
	 	 	“Fertilizer Plant Coke Silo” means the existing Coke silo, 01-T101 located within the
Fertilizer Complex;
	 
	 	 	“Fertilizer Plant Coke Storage Area” means the open containment area south of the Coke crushing
and conveying system located within the Fertilizer Complex;
	 
	 	 	“Fertilizer Plant Fluxant Storage Shed” means the storage shed east of the Fertilizer Plant
Coke Silo and located within the Fertilizer Complex;
	 
	 	 	“Fertilizer Plant Slag Storage Area” means the open containment area south of the gasifier
structure and north of Martin Street, but located within the Fertilizer Complex;




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	 	 	“Fertilizer Plant Weigh Bin Feeder Hopper” means the slagging additive truck
hopper, 0l-T-102 located within the Fertilizer Complex;
	 
	 	 	“Force Majeure” means war (whether declared or undeclared); fire, flood,
lightning, earthquake, storm, tornado, or any other act of God; strikes, lockouts or
other labor difficulties; civil disturbances, riot, sabotage, accident, and official
order or directive, including with respect to condemnation, or industry-wide request or
suggestion by any governmental authority or instrumentality thereof which, in the
reasonable judgment of the Party affected, interferes with such Party’s performance
under this Agreement; any disruption of labor; any inability to secure materials and/or
services, including, but not limited to, inability to secure materials and/or services
by reason of allocations promulgated by authorized governmental agencies; or any other
contingency beyond the reasonable control of the affected Party, which interferes with such
Party’s performance under this Agreement;
	 
	 	 	“Imported Coke” means Coke produced from a source other than the Refinery;
	 
	 	 	“Intermediate Coke Storage Area” means the open storage area at the Refinery
tank farm east of Sunflower Road;
	 
	 	 	“Laws” means all applicable federal, state and local laws, regulations,
ordinances, orders and decrees and other administrative measures, including, without
limitation, those respecting transportation, health, safety and the environment;
	 
	 	 	“Monthly Fees” has the meaning given in Section 11.1
	 
	 	 	“Multi-Party Dispute” has the meaning set forth in Section 12.2;

	 
	 	 	“Original Agreement” has the meaning set forth in recital paragraph E;
	 
	 	 	“Party” and “Parties” has the meaning given in the introductory paragraph;
	 
	 	 	“Primary Term” has the meaning given in Section 4.1;
	 
	 	 	“Refinery” has the meaning given in recital paragraph A;

	 
	 	 	“Related Parties” has the meaning given in Section 13;
	 
	 	 	“Savage” has the meaning given in the introductory paragraph;
	 
	 	 	“Services” has the meaning given in Section 5;
	 
	 	 	“Term” has the meaning given in Section 4.3;
	 
	 	 	“Third, Fourth, and Fifth Sumps” means the concrete sump pits located southeast
of the Fertilizer Plant Coke Storage Area;
	 
	 	 	“Variable Fees” has the meaning given in Section 11.2; and




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	 	 	“WST” means wet short tons.
	 
	3.	 	Original Agreement Superseded. This Agreement amends and restates the Original
Agreement in its entirety; provided this Agreement does not prejudice the rights or claims
that either Party may have, and will not relieve the other party from fulfilling its
obligations accrued pursuant to the Original Agreement as of the Effective Date.
	 
	4.	 	Term.






	 	4.1	 	Primary Term. The primary term (the “Primary Term”) of this
Agreement begins as of the Effective Date and continues for five years, unless earlier terminated in
accordance with the terms of this Agreement.
	 
	 	4.2	 	Extended Term. The Primary Term will automatically extend for successive
periods of five years (each, an “Extended Term”), unless either Party gives
written notice to the other not less than four months prior to the scheduled expiration date
of the Primary Term or the Extended Term then in effect of such Party’s desire not
to renew this Agreement.
	 
	 	4.3	 	Term. The Primary Term and all Extended Terms together are the
“Term” of this Agreement.






	5.	 	Savage’s Services. In return for the compensation described in Section 11 of this
Agreement, Savage will provide each of the services described in this Section 5 (together,
the “Services”):






	 	5.1	 	Refinery Coke Handling.






	 	(a)	 	Provided that the Refinery’s Coke production is available,
Savage, at the direction of CRNF, will remove wet Coke from the mid-point of the Coke
Pit, after the Coke has had time to dewater, and load the Coke onto
Savage’s trucks.
	 
	 	(b)	 	Savage, at the direction of CRNF, will transport, in a safe and
efficient manner, wet Coke from the Coke Pit to either the Intermediate Coke
Storage Area or the Fertilizer Plant Coke Storage Area.
	 
	 	(c)	 	Savage will provide the Coke handling services described in
this Section 5.1 in a manner to support the continuous 24-hour per day, 7 days per
week operation of the Coke Unit and the Fertilizer Complex.






	 	5.2	 	Intermediate Coke Storage Area Management. Savage will receive
and stockpile Coke, to the extent possible, separated in accordance with quality and source, as
requested by CRNF, in the Intermediate Coke Storage Area. Savage will blend,
as directed by CRNF, the various qualities and sources of Coke and will load such
blended Coke onto Savage’s trucks for delivery to the Fertilizer Complex or as
otherwise directed by CRNF.










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	 	5.3	 	Coke Transportation from Intermediate Coke Storage Area. Savage, at the
direction of CRNF, will load into Savage’s trucks and transport, in a safe and
efficient manner, Coke from the Intermediate Coke Storage Area to the Fertilizer
Plant Coke Storage Area.
	 
	 	5.4	 	Fertilizer Plant Coke Handling.






	 	(a)	 	Savage, at the direction of CRNF, will receive, stockpile and handle
blended and unblended Coke at the Fertilizer Plant Coke Storage Area.
Savage will, to the extent reasonably possible, maintain separate stocks of
blended and unblended Coke.
	 
	 	(b)	 	Coke will be delivered from the Refinery and from the Intermediate Coke
Storage Area to the Fertilizer Plant Coke Storage Area by Savage as
outlined in Section 5.1. Coke will also be delivered by truck to the
Fertilizer Plant Coke Storage Area from other sources by outside carriers
as directed by CRNF. The outside carriers will use end-dump trailers to
dump the Coke directly into the Fertilizer Plant Coke Storage Area.
	 
	 	(c)	 	Savage will be responsible for the receipt and handling of Coke in a
method so as to eliminate or control the tracking of Coke by its vehicles
and provide general clean up in and around the Fertilizer Plant Coke
Storage Area.
	 
	 	(d)	 	Savage will feed Coke stored in the Fertilizer Plant Coke Storage Area
into the Fertilizer Plant Coke Silo in an efficient manner at such rates to
support the continuous 24-hour per day, 7-day per week operation of the
Fertilizer Complex.






	 	5.5	 	Fluxant Handling. Savage will receive, unload, manage and store fluxant at the
Fertilizer Plant Fluxant Storage Shed. Savage will transport fluxant from the
Fertilizer Plant Fluxant Storage Shed to and feed into the Fertilizer Plant Weigh
Bin Feeder Hopper, or other fluxant feed hopper that may at some point replace
the Fertilizer Plant Weigh Bin Feeder Hopper, sufficient fluxant to support the
continuous 24-hour per day, 7-days per week operation of the Fertilizer Complex.
	 
	 	5.6	 	Slag Handling. Savage, at the direction of CRNF, will load onto Savage’s trucks
in a safe and efficient manner, slag from the Fertilizer Plant Slag Storage Area
(after CRNF has performed the dewatering process) and deliver it to the
Intermediate Coke Storage Area so as to support the continuous 24-hour per day,
7-days per week operation of the Fertilizer Complex. Savage will work together
with CRNF to manage and maintain the slag stockpile at the Intermediate Coke
Storage Area.
	 
	 	5.7	 	Coke Sweeping. Savage, at the direction of CRNF, will provide sweeping
services at the Fertilizer Complex to eliminate or control fugitive dust created
from Coke and slag handling within the Fertilizer Complex.





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	 	5.8	 	Maintenance of Fertilizer Complex Equipment. Savage will operate and provide
preventive maintenance for the CRNF Coke-handling equipment listed in Exhibit
5.8 in accordance with the schedule listed in Exhibit 5.8; provided that Savage
will not be responsible for repairs to or the replacement for any such equipment.
Savage will make best efforts to monitor the status of the equipment listed in
Exhibit 5.8 on a daily basis and will report problems and/or possible repair needs
to CRNF.
	 
	 	5.9	 	Clear Water Pit Cleaning. CRNF may request that Savage remove Coke fines
from the Clear Water Pit on an as needed basis, not to exceed one time per week.
CRNF will remove the water from the Clear Water Pit prior to Savage removing
the Coke fines. Savage will use Commercially Reasonable efforts to remove the
Coke fines using the same equipment being used to load trucks at the Coke Pit,
subject to CRNF providing Savage with not less than 24 hours notice prior to the
desired cleaning. Savage will deliver the Coke fines to a location within the
Refinery or the Fertilizer Complex as directed by CRNF,
	 
	 	5.10	 	Third, Fourth, and Fifth Sumps Cleaning. Savage, at the direction of CRNF, will
use a front-end loader to drive into and clean coke fines out of the Third, Fourth,
and Fifth Sumps. Savage will clean the Fourth and Fifth at least once every two
weeks but not more often than once every week. Savage will clean the Third
Sump at least once every six months but not more often than once every month.
CRNF will be responsible for removing water from the sumps prior to Savage
performing such cleaning. Savage’s obligations are subject to CRNF providing
Savage with not less than 24 hours notice prior to desired cleaning. Savage will
deliver the Coke fines to a location within the Fertilizer Complex as directed by
CRNF.
	 
	 	5.11	 	Savage Equipment and Personnel. Savage will, at its expense, provide the
Equipment, fuel and qualified employees reasonably sufficient to provide the
Services in a timely manner without interruption. Such Equipment will be
suitable for conducting the operations for which it is used in a safe, efficient and
effective manner without causing damage to the Refinery, the Fertilizer Complex
or any property appurtenant thereto.
	 
	 	5.12	 	Maintenance of Savage Equipment. Savage will maintain its Equipment in good
and safe operating condition, reasonably sufficient to provide the Services in a
timely manner without interruption, and will at its expense provide all fuel and
lubricants for such Equipment.
	 
	 	5.13	 	Hours of Operation. The Parties agree that on the start date of the Primery Term
the Coke Unit is operated on a 14-hour cycle (one cut every seven hours). As
such, Savage will provide the Services up to 20 hours per day five days per week
and up to 12 hours per day two days per week. While the Parties anticipate that
such a schedule will be sufficient to provide the Services, the Parties will
determine any necessary changes CRNF requires to both maintain the operation
of the Fertilizer Complex, at the capacity determined by CRNF, and satisfy




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	 	 	 	CRNF’s obligations to CRRM. It is anticipated that the Coke Unit will eventually be
operated on a 12 hour cycle (one cut every six hours). However, the Parties do not
anticipate a need for additional labor or equipment to accommodate such a change in
cut cycle. Should the change in cut cycle require additional staffing and/or
equipment, the Parties agree to negotiate, in good faith, any required changes and
the related costs.






	6.	 	Additional Services. Savage will, for the additional compensation specified and upon
request , provide the following additional services:






	 	6.1	 	Refinery Services. From time to time, the overhead crane operated by CRRM
may be out of service, causing CRRM to be unable to move wet coke from the
west end of the Coke Pit to the mid-point of the Coke Pit. CRRM, at its
discretion, may engage Savage to move the Coke from the west end to the mid
point of the Coke Pit, subject to Savage and CRRM mutually agreeing on a rate
and payment terms for such work in advance.
	 
	 	6.2	 	Other Services. During the Term, CRNF may ask Savage to provide Coke
crushing, sizing and blending, as directed by CRNF, as well as other Coke
handling services not otherwise specifically described herein. To the extent
Savage can provide such additional services with its existing staff, working its
normal work schedule, and using existing equipment, there will be no additional
charges. Should Savage need to bring in additional staff and equipment, or work
beyond its normal shifts, to provide such additional services, the Parties agree to
negotiate, in good faith, rates for such additional services on a case by case basis
before Savage performs such services.
	 
	 	6.3	 	Delivery of Coke Outside the Fertilizer Complex. Should CRNF require Coke to
be delivered from the Intermediate Coke Storage Area to a location outside of the
Fertilizer Complex or the Refinery, the Parties will negotiate, in good faith, an
additional fee for such services.






	7.	 	Fluxant Facility. In return for the compensation described in Section 11.7 of this
Agreement, Savage will, at CRNF’s request, lease a covered storage facility, subject to
approval by CRNF, suitable for storing and mixing fluxant materials (the “Fluxant
Facility”); provided, Savage may not change the location of the Fluxant Facility or
the terms of the lease of the Fluxant Facility without CRNF’s
prior written consent. CRNF
will be responsible for restoring the Fluxant Facility back to its original condition once
it is no longer needed and may hire Savage to provide such clean up services.
Notwithstanding the foregoing, Savage will be responsible for damage to the Fluxant Facility
to the extent caused by its personnel and/or Equipment. Fluxant is made up of a mixture of
Coke, sand, and pond ash. Savage will make arrangements for the purchase of sand and fly
ash, as directed by CRNF, and will arrange for the sand and pond ash to be delivered to the
Fluxant Facility. CRNF will provide the Coke and any other materials used to create the
fluxant. Savage will deliver the Coke to the Fluxant Facility. Savage will use a front-end
loader to mix the fluxant and will use Commercially Reasonable efforts to mix the fluxant
according to the recipe provided by CRNF, but does not warrant




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	 	 	the consistency or quality of fluxant due to variations in materials and in the mixing
process. Savage will load the mixed fluxant into its trucks and deliver it to the Fertilizer
Plant lux ant Storage Shed to support the continuous 24-hour, 7-day per week operation of
the Fertilizer Complex,
	8.	 	CRNF’s Responsibilities.






	 	8.1	 	Storage Areas. CRNF will provide adequate space for the Fertilizer Plant
Coke Storage Area, Fertilizer Plant Slag Storage Area and Intermediate Coke Storage
Area, each within a reasonable distance from the source of the materials to be
stored therein and connected to such source by hauling roads reasonably sufficient
to allow Savage to meet its obligations hereunder.
	 
	 	8.2	 	Haul Roads. CRNF will provide and maintain adequate roads in or on its
property reasonably sufficient for Savage to haul Coke, slag, fluxant and other
materials pursuant to this Agreement.
	 
	 	8.3	 	Site License. CRNF grants to Savage for the Term a license to keep an office
trailer, fuel tanks (sufficient to allow it to perform its duties under this
Agreement) and associated containment facilities at the Fertilizer Complex, as
determined by CRNF; provided Savage maintains such facilities in compliance
with all applicable Laws.
	 
	 	8.4	 	Refinery Coke Handling. CRNF will use its Commercially Reasonable efforts to
cause CRRM to cooperate with Savage to operate the bridge crane so as to move
wet Coke, generally from the west end of the Coke Pit, to approximately the mid
point of the Coke Pit. In order to facilitate the timely and efficient loading of
trucks by Savage, CRNF will use its Commercially Reasonable efforts to cause
the overhead crane operator to fully cooperate with, and comply with reasonable
requests made by, Savage to move the Coke to the mid-point of the Coke Pit to
make available for loading.
	 
	 	8.5	 	Intermediate Coke Storage Area. CRNF will supply adequate space and facilities
to stockpile all Coke and slag to be stockpiled at the Intermediate Coke Storage
Area. CRNF will supply Savage with adequate facilities at the Intermediate Coke
Storage Area capable of receiving Coke and slag in a manner that will reasonably
control tracking of Coke and slag by Savage’s hauling equipment. In addition,
CRNF will supply adequate facilities to control Coke dust and to support Savage’s
clean-up activities. CRBF will remove the water from the Intermediate Coke
Storage Area as needed to maintain a safe operating area.
	 
	 	8.6	 	Fertilizer Plant Coke Storage Area. CRNF will supply Savage with adequate
facilities and water to control Coke dust and to support Savage’s clean up
activities at the Fertilizer Plant Coke Storage Area.
	 
	 	8.7	 	Maintenance of Fertilizer Plant Equipment. CRNF will at its expense pay or provide all lubricants and supplies required for Savage to provide the services in Section 5.8.





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	9.	 	Solicitation of Savage Employees. During the Term of this Agreement and for a
period of one year after its termination, neither Party will solicit, offer employment
to or in any other manner cause or encourage an employee of the other Party to
terminate employment with such other Party for the purpose of being employed by
the soliciting Party.
	 
	10.	 	Temporary Shut Down. Except for the obligations contained in Section 11.8, the
requirements, obligations and rights under this Agreement will be suspended during any
period that the Refinery or Fertilizer Complex is shut down. A temporary shutdown of
the Refinery or Fertilizer Complex will be deemed to have occurred and be continuing for
such period as CRRM or CRNF may reasonably designate. CRNF will provide notice of
a shutdown of the Refinery or Fertilizer Complex to Savage upon such shutdown.
However, CRNF will continue to pay the Monthly Fee to Savage pursuant to Section
11.1.
	 
	11.	 	Compensation.






	 	11.1	 	Monthly Fee. CRNF will pay to Savage $129,238.53 dollars per month (the
“Monthly Fee”) for the Services, The Monthly Fee is based on the hours of
operation outlined in Section 5.13. If the Coke Unit cut cycle changes on a
permanent basis, requiring additional Savage staffing, the Parties will evaluate
such changes and negotiate, in good faith, any necessary corresponding changes
to the Monthly Fee.
	 
	 	11.2	 	Variable Fees. CRNF will pay to Savage the following variable fees (the
“Variable Fees”):






	 	(a)	 	$0.573 per short ton of Coke produced by the Refinery and handled
by Savage (with CRNF to provide Savage with a daily report of tons produced by the Refinery); and
	 
	 	(b)	 	$0.169 per short ton of Coke received by Savage and delivered by
outside carriers (non-Savage) to the Fertilizer Plant Coke Storage Area per Section
5.4 (with CRNF to provide Savage with a daily report of tons delivered to
the Fertilizer Plant Coke Storage Area by outside carriers).






	 	11.3	 	Rate for Hauling Coke from Intermediate Coke Storage Area to Fertilizer
Plant Coke Storage Area. CRNF will compensate Savage for loading and hauling Coke
from the Intermediate Coke Storage Area to the Fertilizer Plant Coke Storage
Area pursuant to Section 5.3 at the rate of $24.77 per truck (tandem axle) load.
	 
	 	11.4	 	Rate for Handling Imported Coke. When the Monthly Fee and/or Variable Fees
do not apply to Savage’s handling Imported Coke pursuant to Section 5.4, such as
when Imported Coke arrives at the Fertilizer Complex via rail, the Parties will
discuss any additional costs associated with the handling of such Imported Coke
and negotiate a rate, in good faith in advance, on a case by case basis.





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	 	11.5	 	Rate for Slag Handling Services, CRNF will compensate Savage for providing
Slag Handling services pursuant to Section 5.6 at the rate of $10.32 per truck
(tandem axle) load.
	 
	 	11.6	 	Rate for Coke Sweeping Services. CRNF will compensate Savage for providing
Coke sweeping services pursuant to Section 5.7 at the rate of $688.00 per day for
eight hours per day, five days per week, including routine maintenance and
cleaning of equipment. CRNF will compensate Savage for additional hours at the
rate of $69.50 per hour or fraction thereof, calculated in one-half hour increments.
	 
	 	11.7	 	Rate for Fluxant Materials and Mixing. CRNF will reimburse Savage for the
monthly cost of the leased Fluxant Facility pursuant to Section 7, plus 15%.
CRNF will also reimburse Savage for the cost to purchase, load at origin, and
deliver sand and pond ash to the Fluxant Facility, plus 15%. In addition, CRNF
will compensate Savage for fluxant mixing and delivery to the Fertilizer Plant
Fluxant Storage Shed at the rate of $16.98 per WST. Savage will invoice CRNF
for fluxant based on weights from the CRNF scale.
	 
	 	11.8	 	Personnel Availability. In the event that the Refinery or Fertilizer Complex is
shut down, as contemplated by Section 10, Savage will cause its employees to
assist CRNF to fill such duties or functions, for which such employees are
qualified, as may be designated by CRNF.
	 
	 	11.9	 	Adjustment of Monthly Fee and Rates. The Monthly Fee and all rates specified in
this Section 11 will be subject to an adjustment as provided in Exhibit 11.9.
	 
	 	11.10	 	Invoicing and Payments. Savage will invoice CRNF monthly. Such invoices will
specify the Services rendered in reasonable detail. CRNF will pay the undisputed
portion of each invoice within 30 days of the date thereof. Invoices not paid when
due will accrue interest at the rate of 18% per year from the due date until paid.
	 
	 	11.11	 	Invoice Dispute. In the event CRNF disputes one or more items in an invoice, it
will notify Savage in writing of the item or items under dispute and the reasons
therefor. CRNF may withhold payment of the portion of such invoice disputed in
good faith, without payment of interest described above, until the Parties agree to
a settlement thereof. Any portion of a disputed invoice which is later paid, will be
paid with accrued interest thereon from the date of such invoice until paid.
	 
	 	11.12	 	Right to Withhold Services. In addition to any other rights, upon giving 10 days’
written notice, Savage may withhold its services under this Agreement in the
event CRNF fails to pay timely any amounts invoiced by Savage that are not
timely disputed in good faith by CRNF.
	 
	 	11.13	 	Law or Policy Change. If, subsequent to the date of this Agreement, (i) any new
Law or industry requirement is promulgated or the interpretation or enforcement
of any existing Law or requirement is changed, or (ii) CRNF or CRRM adopts
any new procedure or policy, or amends any existing procedure or policy, which
increases or decreases Savage’s costs, then Savage will compute such cost




-10-









 






	 	 	 	changes and adjust the applicable fees and rates to reflect
such changes. CRNF will
have the right to review and approve, which approval will not be unreasonably
withheld, Savage’s calculations for changes hereunder prior to the changes going
into effect; provided any approved changes will be effective from the date on which
Savage begins to incur such additional costs.






	12.	 	Disputes.






	 	12.1	 	Arbitration. The Parties will in good faith attempt to resolve promptly
and amicably any dispute between the Parties arising out of or relating to this
Agreement (each a “Dispute”) pursuant to this Section 12.1. The Parties will first
submit the Dispute to a representative of each Party, who will then meet within 30
days to resolve the Dispute. If the Dispute has not been resolved within 60 days
of the submission of the Dispute to such representatives, the Dispute will be
submitted to a mutually agreed arbitrator who will then meet with the Parties
within 30 days to resolve the Dispute. If the Parties cannot agree on an arbitrator,
each Party will appoint one arbitrator, each such arbitrator being appointed within
10 days thereafter, and the appointed arbitrators will mutually select a third
arbitrator within 10 days after their appointment. The arbitration will be in
accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association. The arbitration will be held in Kansas City, Missouri, or
such other place as the Parties agree, within 30 days of the appointment of the
arbitrator(s). The judgment of the arbitrator(s) will be determined within 30 days
after the conclusion of the arbitration hearing, and will be final and binding on the
Parties and may be entered in any court having jurisdiction. The costs and
expenses of the arbitrator(s) will be borne equally by the Parties, and the Parties
will pay their own respective attorneys’ fees and other costs.
	 
	 	12.2	 	Multi-Party Disputes. The Parties acknowledge that they or, their respective
affiliates contemplate entering or have entered into various additional agreements
with third parties that relate to the subject matter of this Agreement and that, as
a consequence, Disputes may arise hereunder that involve such third parties (each a
“Multi-Party Dispute”). Any such Multi-Party Dispute, to the extent
feasible, will be resolved by and among all the interested parties pursuant to the provisions of
Section 12.1.






	13.	 	Indemnification. Each Party will indemnify, defend and hold harmless the other Party,
its parent, subsidiaries, affiliates, successors and assigns and each of their officers,
directors, shareholders and employees (“Related Parties”) from any damage to property, any injury
to person (including death), and any other liabilities, obligations, demands, claims, causes
of action, expenses, fines and losses of any type (including, but not limited to,
reasonable attorneys’ fees and litigation expenses) (collectively, “Damages”) to the extent caused by,
attributable to, resulting from or arising out of (a) the indemnifying Party’s or its
Related Parties’ negligence, gross negligence or willful misconduct in performing or failing to
perform its obligations under this Agreement, (b) the indemnifying Party’s or its Related
Parties’ breach of any representation, warranty or covenant contained in this Agreement
or in any of its Exhibits, or (c) the indemnifying Party’s or its Related Parties’ failure
to




-11-









 






	 	comply with Law. Where Damages are the result of the joint or concurrent negligence of the
Parties, each Party will indemnify the other in proportion to its respective allocable
share of such joint or concurrent negligence.






	14.	 	Insurance.






	 	14.1	 	Savage will provide and maintain insurance of the following types and amounts:






	 	(a)	 	workers’ compensation insurance as required by Law in the state
having jurisdiction over its employees, and over the location where the Services
are being performed, and employer’s liability insurance with limits of
$500,000 per occurrence;
	 
	 	(b)	 	general liability insurance, including contractual liability,
XCU hazards (explosion, collapse and underground) and completed operations to cover
liability for bodily injury and property damage with a combined single
limit of $2,000,000 per occurrence; and
	 
	 	(c)	 	business automobile liability insurance covering owned, hired
or non-owned automobile equipment, including liability for bodily injury and
property damage with a combined single limit of $2,000,000 per
occurrence.






	 	14.2	 	Policy Provisions. The general liability and business automobile
liability policies will name CRNF as an additional insured for liabilities arising out of Savage’s
performance under this Agreement and will be primary to any other insurance of
CRNF; provided, however, insurance provided by Savage will not cover the
negligent acts or omissions of any of the additional insureds. The workers’
compensation and employer’s liability insurance will add CRNF under an
alternate employer endorsement. Such insurance will specifically provide that it
applies separately to each insured against which claim is made or suit is brought,
except with respect to the limits of the insurer’s liability.
	 
	 	14.3	 	Certificates. Prior to providing any Services, Savage
will furnish CRNF with
certificates of insurance, which document that all coverages and endorsements
required by this Article 14 have been obtained. Renewal certificates will be
obtained by Savage as and when necessary and copies thereof will be forwarded
to CRNF as soon as same are available and in any event prior to the expiration of
the policy so renewed. These certificates will provide for 30 days written notice
to CRNF prior to change or cancellation of any policy. In no event
will CRNF’s
acceptance of an insurance certificate that does not comply with this Section 14.3
constitute a waiver of any requirement of this Article 14.
	 
	 	14.4	 	The provisions of this Article 14 will survive the termination of this Agreement.





-12-









 






	15.	 	Defaults and Remedies.






	 	15.1	 	Events of Defaults. Any one or more of the following will constitute an
“Event of Default” hereunder:






	 	(a)	 	Either Party fails to pay any amount (other than one
disputed in good faith) within 10 days after written notice that such amount is overdue.
	 
	 	(b)	 	Savage fails to perform one or more of the Services described in
Sections 5.1 — 5.6, or in the manner described in Section 5.13 and Savage has not
cured such failure within 15 days after receipt of written notice thereof
from CRNF; provided, Savage will only be entitled to this 15 day cure
period once during any continuous 12 month period for a failure of the
same type. Any subsequent failure of the same type occurring within 12
months will immediately be deemed an Event of Default without a further
opportunity to cure, unless an additional opportunity to cure is granted by
CRNF (in CRNF’s sole discretion).
	 
	 	(c)	 	Except as otherwise specified above, either Party fails to
perform or observe any other material term or provision of this Agreement and such
failure (i) is not cured within 30 days after written notice thereof has been
given by the non-defaulting Party when the failure can be cured within
such period, or (ii) if the failure cannot be cured within such period, (x)
the defaulting Party fails to initiate or diligently pursue a cure within
such period or (y) the defaulting Party fails to cure the failure within such
additional period as may reasonably be required to effect a cure after the
notice.
	 
	 	(d)	 	Either Party (i) applies for or consents to the appointment of a
receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its
property, (ii) is unable or admits in writing its inability to pay its debts
generally as they mature, (iii) makes a general assignment for the benefit
of its creditors, (iv) is dissolved or liquidated in full or in part, or (v)
commences a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
consent to any such relief or to the appointment of or taking possession of
its property by any official in an involuntary case or other proceeding
commenced against it.






	 	15.2	 	Remedies. Subject to the notice provisions set forth in Section 17.3 hereof, upon
the occurrence or continuance of an Event of Default, the non-defaulting Party
may at its option do any one or more of the following in any order: (a) terminate
this Agreement without relieving the defaulting Party of any of its obligations
already incurred under this Agreement, or (b) exercise any or all other rights or
remedies otherwise provided by this Agreement or by law or in equity.










-13-









 












	 	15.3	 	Remedies are Cumulative. All remedies provided for in this Agreement
are cumulative and are in addition to each other and to any and all other rights and
remedies provided by law or in equity. The exercise of any right or remedy by
the non-defaulting Party hereunder will not in any way constitute a cure or waiver
of default hereunder, or invalidate any act done pursuant to any notice of default,
or prejudice the non-defaulting Party in the exercise of any of the rights
hereunder.
	 
	 	15.4	 	Limitation of Damages. In no event will either Party be liable for loss
of profits, loss of opportunity, or loss of production which may be suffered by such Party in
connection with the performance of this Agreement; provided that third party
damages subject to indemnification under this Agreement will not be limited by
this Section.
	 
	 	15.5	 	Step-in Rights. If Savage fails to perform one or more of the Services described
in Sections 5.1 — 5.6, or in the manner described in Section 5.13, and such failure
will (in CRNF’s reasonable judgment), without immediate corrective action,
jeopardize the continued operation of the Refinery’s coker units or the Fertilizer
Complex, then regardless if such failure is or is not subject to cure pursuant to
Section 15.1(b), CRNF will have the right, but not the obligation, temporarily at
CRNF’s expense to take over control and operation of the Equipment and perform
the Services itself or using another contractor selected by CRNF (in
CRNF’s sole
discretion) until the earlier of (a) such time as Savage cures such breach as
provided in Section 15.1(b), if applicable, and resumes performing the Services,
or (b) 30 days following the date on which CRNF terminates this Agreement for
cause in accordance with Section 15.2; provided that, during the period that
CRNF (or a CRNF contractor other than Savage) controls and operates the
Equipment, (i) CRNF will have no obligation to pay Savage the Monthly Fees or
the Variable Fees to the extent Savage is not providing Services, (ii) Savage will
reimburse CRNF for fees paid to another contractor to perform the Services
during such period that are in excess of the Monthly Fees and the Variable Fees
that would have been paid to Savage during such period, and
(iii) CRNF will be
responsible for the servicing, maintenance, repairs, damage and loss associated
with CRNF’s or its contractor’s use of the Equipment during such period, and will
indemnify and defend Savage against claims resulting from CRNF’s or its
contractor’s use of the Equipment during such period.






	16.	 	Force Majeure






	 	16.1	 	Performance Excused. No Party will be liable to any other Party for
failure of or delay in performance hereunder (except for the payment of money) to the
extent that the failure or delay is due to Force Majeure. Performance under this
Agreement will be suspended (except for the payment of money then due or to become due)
during the period of Force Majeure to the extent made necessary by the Force Majeure.





-14-









 






	 	16.2	 	No Extension. No failure of or delay in performance pursuant to this
Article 16 will operate to extend the term of this Agreement. Performance under this
Agreement will resume to the extent made possible by the end or amelioration of
the Force Majeure event.
	 
	 	16.3	 	Notice of Force Majeure. Upon the occurrence of any event of Force Majeure,
the Party claiming Force Majeure will notify the other Party promptly in writing
of such event and, to the extent possible, inform the other Party of the expected
duration of the Force Majeure event and the performance to be affected by the
event of Force Majeure under this Agreement. Each Party will designate a person
with the power to represent such Party with respect to the event of Force Majeure.
The Party claiming Force Majeure will use its Commercially Reasonable efforts,
in cooperation with the other Party and such Party’s designee, to diligently and
expeditiously end or mitigate the Force Majeure event. In this regard, the Parties
will confer and cooperate with one another in determining the most cost-effective
and appropriate action to be taken. If the Parties are unable to agree upon such
determination, the matter will be determined by dispute resolution in accordance
with Article 12.






	17.	 	Miscellaneous.






	 	17.1	 	Assignment. This Agreement will extend to and be binding upon the
Parties hereto, their successors and assigns. No assignment by Savage will be permitted
hereunder without the express prior written consent of CRNF, and any assignment
made without such express prior written consent will be void. No assignment by
CRNF will be permitted hereunder without the express prior written consent of
Savage, which will not be unreasonably withheld.
	 
	 	17.2	 	Governing Law. This Agreement will be governed by, and interpreted and
construed in accordance with, the laws of the State of Kansas, without regard to
the conflict of law provisions thereof. To the extent such laws conflict with the
Federal Arbitration Act, the Federal Arbitration Act will apply.
	 
	 	17.3	 	Notices. Any notice required or permitted by this Agreement must be in writing
and delivered as follows, with notice deemed given as indicated: (i) by personal
delivery when delivered personally; (ii) by overnight courier upon written
verification of receipt; or (iii) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice must be sent to the following
addresses or such other address as either party may specify in writing:




If to CRNF:



Coffeyville Resources Nitrogen Fertilizers, LLC

Attention: General Manager
Nitrogen Plant 701 East North Street
Post Office Box 5000

Coffeyville, Kansas 67337




-15-









 




With a copy to:



Coffeyville
Resources Nitrogen Fertilizers, LLC
 Attention: Kevan Vick
 10
East Cambridge Circle Drive, Suite 250
 Kansas City, Kansas 66103



If to Savage:



Savage Services Corporation

Attention: Group Leader, Refinery & Sulphur Services

6340 South 3000 East, Suite 600

Salt Lake City, Utah 84121



With a copy to:



Savage
Services Corporation
 Attention: General Counsel
 6340 South
3000 East, Suite 600
 Salt Lake City, Utah 84121





	 	17.4	 	Headings. The Article and Section headings used in this Agreement are for
convenience only and do not constitute a part of this Agreement.
	 
	 	17.5	 	Standard of Conduct. The Parties will at all times carry out their duties and
responsibilities hereunder in an efficient, cost-effective and prudent manner,
consistent with standards and practices that are customary in the chemical and
industrial gases industries.
	 
	 	17.6	 	Independent Contractor. Savage is an independent contractor in the performance
of each and every part of this Agreement. Savage will have full and complete
control as an independent contractor of its activities and operations, and those of
any subcontractors, under this Agreement. Savage’s employees will be deemed
for all purposes the employees of Savage and subject to Savage’s sole and
exclusive direction, supervision and control.
	 
	 	17.7	 	Severability. Every covenant, term and provision of this Agreement will be
construed simply according to its fair meaning and in accordance with industry
standards and not strictly for or against any Party. Every provision of this
Agreement is intended to be severable. If any term or provision of this
Agreement is illegal or invalid for any reason, such illegality or invalidity will not
affect the validity or legality of the remainder of the Agreement.
	 
	 	17.8	 	Waiver. The waiver by either Party of any breach of any term, covenant or
condition contained in this Agreement will not be deemed to be a
waiver of such term, covenant or condition or of any subsequent breach of the same or any other




-16-









 






	 	 	 	term, covenant or condition contained in this Agreement. No term, covenant or condition of
this Agreement will be deemed to have been waived unless such waiver is in writing.
	 
	 	17.9	 	Entire Agreement. This Agreement represents the entire and integrated
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior or contemporaneous negotiations or representations or prior
agreements, whether oral or written, including the Original Agreement.
	 
	 	17.10	 	Amendment. No amendment or modification of this Agreement may be made
except as may be mutually agreed upon in writing by each Party.
	 
	 	17.11	 	Counterparts. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original, but all of which will constitute one and the
same instrument.





[signature page follows]




-17-









 




Executed as of the date first set forth above.




	 	 	 	 	 
	 	Coffeyville Resources Nitrogen Fertilizers, LLC

 	 
	 	By:  	/s/  Stanley A. Riemann
 	 
	 	 	Name:  	Stanley A. Riemann	 
	 	 	Title: 	COO	 
	 





	 	 	 	 	 
	 	Savage Services Corporation

 	 
	 	By:  	/s/ Jason Ray	 
	 	 	Name:  	Jason Ray	 
	 	 	Title:  	VP Operations	 
	 



Exhibits




Exhibit 5.8 — Coffeyville Resources Equipment Exhibit

Exhibit 11.9 — Adjustment Procedures





-18-












 





Exhibit 5.8




Coffeyville Resources Equipment




	 	 	 	 	 
	 	 	Equipment No.	 	Description
	1. 

	 	1-H-101
	 	Feeder Breaker
	2. 

	 	1-H-102
	 	Crusher Feed Conveyor
	3. 

	 	1-H-10
	 	Bag House at Crusher Building
	4. 

	 	1-H-103
	 	Magnetic Separator at Crusher
	5. 

	 	1-Y-101
	 	Crusher
	6. 

	 	1-H-105
	 	Silo Feed Conveyor
	7. 

	 	1-H-08A
	 	Silo Dust Collector






Maintenance Requirements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FEEDER BREAKER 01-H-101	 	Daily	 	 	Weekly	 	 	Monthly	 	 	6 months	 
	Grease pick breaker motor (2 pumps)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	All other bearings are on auto greasers.
Report to Maint when greasers are low.
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Check pick breaker chain drive and gear box
oil levels
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Clean coke accumulations from feeder breaker
drive equipment.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Remove buildup in feed conveyor outlet chute.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clean hydraulic skid and report any leaks to
maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRUSHER FEED CONVEYOR 01-H-102
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grease conveyor head, tail, and idler roller
bearings (2 pumps)
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Grease belt roller bearings (4 pumps)
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Grease conveyor driver motor bearings (1 pump)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Check driver gear box oil level weekly.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Clean outlet chute of coke buildup.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Remove coke from the conveyor head roller
area to prevent belt wear and tracking
problems.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Visually inspect belt tracking and report
problems to Maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRUSHER MAGNETIC SEPERATOR 01-H-103
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grease all bearings (2 pumps)
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Check driver gear box oil level.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Visually inspect belt tracking. Report
problems to Maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Daily	 	 	Weekly	 	 	Monthly	 	 	6 months	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COKE CRUSHER 01-Y-101
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grease crusher main bearings (1 pump).
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Grease drive motor bearings (2 pumps)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Clean tramp metal collection trays.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Check oil level in drive gear box.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Clean inlet and outlet chutes of coke buildup.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Check that chute vibrators are operating when ever
crusher is operating.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clean Crusher walkway deck.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Verify crusher overhead hoist is under the roof
when not in use.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CRUSHER AREA BAG HOUSE 01-H-10
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grease blower bearings (2 pumps)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Grease blower motor bearings (2 pumps)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Grease blower air lock bearings (1 pump) weekly.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Check Air lock drive gear box oil level.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Visually inspect drive belt.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Report excessive vibration and belt noise to
maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Check that blast doors are intact
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COKE SILO FEED CONVEYOR 01-H-05
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grease head, tail, and idler roll bearings (3 pumps)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Grease belt roller bearings (4 pumps)
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Grease anti reverse arm bearings (1 pump)
	 	 	 	 	 	 	 	 	 	 	X	 	 	 	 	 
	Visually inspect belt tracking.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clean conveyor head roller area of any coke buildup.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clean belt wash trough of coke.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Report damaged idlers to maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	Verify belt scrapers are operating correctly.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Clean conveyor head scraper drop chute.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Clean drive assembly and pent house area.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Verify silo hoist is stored inside of building when
not used.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COKE SILO BAG HOUSE 01-H-08A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The blower and drive motor have sealed bearings.
Maint to inspect.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X	 
	Visually inspect drive belt.
	 	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 
	Report excessive vibration or noise to maintenance.
	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 








Exhibit 11.9




Adjustment Procedures





	1.	 	Adjustments to Fees. During the Term, the Monthly Fee and other rates
specified in Article 11 will be subject to adjustment at the times, in the manner and by the
same percentage as provided in this Exhibit 11.9. For the purpose of calculating any
adjustments, the following component breakdown, the applicable indices and indices base dates,
and adjustment procedures will apply:






Fee: Monthly Fee (Section 11.1)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	2	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	98	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







Fee: Variable Refinery Coke Fee (Section 11.2a)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	43	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	57	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







Fee: Variable Non-Refinery Component Coke Fee (Section 11.2b)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	43	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	57	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







Fee: Hauling Coke from Intermediate Coke Storage Area to Fertilizer Plant Coke
Storage Area Fee (Section 11.3)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	43	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	57	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







Fee: Slag Handling Fee (Section 11.5)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	43	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	57	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







Fee: Sweeping Fee (Section 11.6)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	15	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	85	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 






 









 






Fee: Fluxant Fee (Section 11.7)

Component Breakdown:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Fuel
	 	 	15	%	 	of rate
	 	 	 	 	(b) Other Costs
	 	 	85	%	 	of rate
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	100	%	 	 	 	 







	2.	 	Adjustment Indices Applicable to Fee Components:






	 	(a)	 	Fuel. The “Fuel” component will be adjusted at the start of the Primary
Term, and on the 1st day of each subsequent quarter thereafter (March, June,
September, December) throughout the balance of the Term. The fuel adjustment will be
based upon changes in the Lundberg Index for No. 2 low sulfur, branded rack diesel
for Wichita, Kansas. The Lundberg price published for the third Friday of the month
immediately preceding each fuel adjustment date will be used for calculating each
adjustment. The adjustment will use the following base costs:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Lundberg
	 	 	2.00	 	 	 	 	 
	 	 	 	 	Federal Tax
	 	 	0.244	 	 	 	 	 
	 	 	 	 	Kansas State Tax
	 	 	0.260	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Total Price
	 	$	2.504	 	 	per gallon







	 	(b)	 	Other Costs. The “Other Costs” component will be adjusted annually
beginning March 1, 2009, based upon changes in the Producer Price Index, special
commodities grouping, not seasonally adjusted, industrial commodities less fuels and
related products and power as first published monthly by the U.S. Department of Labor
in its PPI Detailed Report publication. The immediately preceding December
index will be used for each March 1st adjustment. The base index will be the index for
December 2007, which is 173.2. The “Other Costs” component will not be adjusted more
than 3.0% per contract year from the base index.






	3.	 	Method of Calculating Adjustments. Each of the fee component percentages will be
increased or decreased by a value multiplier determined by the division of the current
index value by the base index value. The sum of the resultant adjusted component
percentages becomes the fee multiplier. The base fee is then increased or decreased by
multiplying the fee by the fee multiplier. The value multiplier percentage, fee component
percentages and fee multiplier will be rounded to three decimal places (one percentage
decimal place). The fee will be adjusted to the same number of decimal places in the
respective base rates. The fee multiplier will never be less than the value of 1.000. An
example of such calculation is attached to the end of this Exhibit.
	 
	4.	 	Discontinued. Suspended or Unrepresentative Indexes. If any of the above defined
indexes are discontinued or suspended, or if either Party determines in good faith that any
of the defined indexes are not representative of true changes in cost, the Parties agree to
negotiate, in good faith, for suitable substitutes for such indexes.





 









 





SAVAGE SERVICES CORPORATION

Rate Adjustment Worksheet

Coffeyville Resources

Effective Date March 1, 2008




Index Data




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	A	 	 	B	 	 	C	 
	 	 	 	 	Index Data	 
	Component	 	Index Information	 	Current	 	 	Base	 	 	Value Multiplier	 
	 	 	 	 	 	 	 	 	 	 	 	 	A/B	 
	(1) Fuel	 	 
	 	 	3.3226	 	 	 	2.5040	 	 	 	132.7	%
	 	 	Lundberg #2 LS. Branded, Wichita.
KS

3rd Friday of prior month
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lundberg Index Value                                                02/15/03
	 	 	2.8188	 	 	 	2.0000	 	 	 	 	 
	 	 	Federal Fuel Tax
	 	 	0.2440	 	 	 	0.2440	 	 	 	 	 
	 	 	Kansas Fuel Tax
	 	 	0.2600	 	 	 	0.2600	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Start of Primary Term, (March
1, 2008)
	 	 	3.3228	 	 	 	2.5040	 	 	 	 	 
	 	 	Quarterly Thereafter (Jun 1, Sep
1, Dec 1, Mar 1)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(2) Other Costs	 	 
	 	 	173.2	 	 	 	173.2	 	 	 	100.0	%
	 	 	PPI-WPU03T15M05, Industrial
	 	Dec-07	 	Dec-07	 	 	 	 
	 	 	Commodities less
fuels-Prior Dec
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annually Beginning March 1,2009
	 	 	 	 	 	 	 	 	 	 	 	 






Index & Component Data




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	A	 	 	B	 	 	C	 	 	D	 	 	E	 
	 	 	 	 	 	 	Index Data	 	 	Component Percentage Data	 
	 	 	 	 	 	 	Current	 	 	Base	 	 	Value Multiplier	 	 	Base	 	 	Adjusted	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	A/B	 	 	 	 	 	 	C x D	 
	 
	 	Fee Multiplier #1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Fuel
	 	 	 	 	3.3226	 	 	 	2.5040	 	 	 	132.7	%	 	 	2.0	%	 	 	2.7	%
	(2) Other Costs
	 	 	 	 	 	 	173.2	 	 	 	173.2	 	 	 	100.0	%	 	 	98.0	%	 	 	98.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	100.0	%	 	 	100.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	F-1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Multiplier
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Fee Multiplier #2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Fuel
	 	 	 	 	 	 	3.3226	 	 	 	2.5040	 	 	 	132.7	%	 	 	43.0	%	 	 	57.1	%
	(2) Other Costs
	 	 	 	 	 	 	173.2	 	 	 	173.2	 	 	 	100.0	%	 	 	57.0	%	 	 	57.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	100.00	%	 	 	114.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	F-2	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Multiplier
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Fee Multiplier #3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Fuel
	 	 	 	 	 	 	3.3226	 	 	 	2.5040	 	 	 	132.7	%	 	 	15.0	%	 	 	19.9	%
	(2) Other Costs
	 	 	 	 	 	 	173.2	 	 	 	173.2	 	 	 	100.0	%	 	 	85.0	%	 	 	85.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	 	100.00	%	 	 	104.9	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	F-3	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Multiplier






Fee Data




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	F	 	 	G	 	 	H	 	I	 
	 	 	 		 	Fee Data	 	Adjusted	 
	 	 	 		 	Ref	 	Multiplier	 	 	Base	 	 	Unit of Measure	 	Fee	 
	 	 	Section	 	 	 	 	 	 	 	 	 	 	 	 	 	F x G	 
	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Fee
	 	11.1		 	F-1	 	 	100.7	%	 	$	129,238.53	 	 	Month	 	$	130,143.20	 
	Refinery Coke
	 	11.2	(a)	 	F-2	 	 	114.1	%	 	$	0.573	 	 	Short Ton	 	$	0.654	 
	Non-Refinery Coke Fee
	 	11.2	(b)	 	F-2	 	 	114.1	%	 	$	0.169	 	 	Short Ton	 	$	0.193	 
	Hauling Coke from
Intermediate Coke Storage
Area to Fertilizer Plant Coke Storage Area
	 	11.3		 	F-2	 	 	114.1	%	 	$	24.77	 	 	Truck Load	 	$	28.26	 
	Slag Handling Services
	 	11.5		 	F-2	 	 	114.1	%	 	$	10.32	 	 	Truck Load	 	$	11.78	 
	Coke Sweeping Services
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Daily Rate
	 	11.6		 	F-3	 	 	104.9	%	 	$	688.00	 	 	Day	 	$	721.71	 
	Additional Hours
	 	11.6		 	F-3	 	 	104.9	%	 	$	69.50	 	 	Hour	 	$	72.91	 
	Fluxant Mixing & Transporting
	 	11.7		 	F-3	 	 	104.9	%	 	$	16.98	 	 	Short Ton	 	$	17.81	 






 









 





SAVAGE SERVICES CORPORATION

Notice of Rate Adjustment

Coffeyville Resources

Effective Date: March 1, 2008




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Previous	 	 	New	 
	 	 	Unit of	 	Rate	 	 	Rate	 
	Description	 	Measure	 	Base	 	 	3/1/2008	 
	 
	 	 	 	 	 	 	 	 	 	 
	Monthly Fee
	 	Month	 	$	129,238.53	 	 	$	130,143.20	 
	Refinery Coke
	 	Short Ton	 	$	0.573	 	 	$	0.654	 
	Non-Refinery Coke Fee
	 	Short Ton	 	$	0.169	 	 	$	0.193	 
	Hauling Coke from Intermediate Coke Storage
	 	Truck Load	 	$	24.77	 	 	$	28.26	 
	Area to Fertilizer Plant Coke Storage Area
	 	 	 	 	 	 	 	 	 	 
	Slag Hauling Services
	 	Truck Load	 	$	10.32	 	 	$	11.78	 
	Coke Sweeping Services
	 	 	 	 	 	 	 	 	 	 
	Daily Rate
	 	Day	 	$	688.00	 	 	$	721.71	 
	Additional Hours
	 	Hour	 	$	69.50	 	 	$	72.91	 
	Fluxant Mixing & Transporting
	 	Short Ton	 	$	16.98	 	 	$	17.81	 






Refer to Attached Worksheet for Additional Information