EX-10.2





Exhibit 10.2




Execution Version




October 11, 2008




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103

Attention: Tim Rens

Telecopier: (913) 981-0000




Re:   Amended and Restated Settlement Deferral




Ladies and Gentlemen:



This amended and restated settlement deferral letter (including all attachments hereto)
amends, restates and supersedes that certain revised settlement deferral letter dated July
29, 2008 (the “Original Settlement Deferral Letter”) from J. Aron & Company
(“Aron”) to Coffeyville Resources, LLC (the “Company”).



We refer to the letter from us to you dated June 26, 2007 (the “Initial Deferral
Letter”), providing for the deferral of certain amounts due under the Transactions (as
defined therein). Further reference is made to the letters dated July 9, 2007, July 11,
2007, July 26, 2007 and August 23, 2007 (collectively, with the Initial Deferral Letter,
the “2007 Deferral Letters”) relating to the matters set forth in the Initial
Deferral Letter.



Capitalized terms not otherwise defined herein shall have the meaning set forth in the
2007 Deferral Letters. Notwithstanding the foregoing sentence, terms used in clause (d)
below and not otherwise defined in the 2007 Deferral Letters shall have the meaning set
forth in the Second Amended and Restated Credit and Guaranty Agreement, dated as of
December 28, 2006, among the Company, certain affiliates of the Company, the lenders party
thereto from time to time, GSCP and Credit Suisse Securities (USA) LLC, as joint lead
arrangers and joint bookrunners, Credit Suisse, as administrative agent, collateral agent,
funded L/C issuing bank and as revolving issuing bank, Deutsche Bank Trust Company
Americas, as syndication agent and ABN AMRO Bank N.V., as documentation agent (as amended
through the date hereof, the “2006 Credit Agreement”).



You have requested that we permit you to defer further certain of the Deferred Amounts
owed under the 2007 Deferral Letters (the “Deferred Amounts”), which amounts the
parties acknowledge and agree shall, as of the Effective Date (as defined below), after
giving effect to payments required on or prior to the Effective Date, not exceed
$72,500,000 in the aggregate.



Aron is prepared to extend the deferral of such portion of the Deferred Amounts as provided herein
subject to the following terms and conditions:





(a) on December 15, 2008 (the “Effective
Date”), the Company shall have paid to Aron all outstanding accrued interest on the Deferred
Amounts that remains unpaid through the Effective Date, at the rate of one-month



 









 





			
	Coffeyville Resources, LLC 

October 11, 2008
	 	- 2 -







LIBOR (as determined by Aron) plus 2.75% (compounded on the last Local
Business Day of each month);




(b) each of the Guarantors shall have, on the date of this letter
agreement, reaffirmed its guaranty of one half of the Deferred Amounts by
executing and delivering to us a reaffirmation of its respective Guaranty
Agreement, dated as of August 23, 2007, in the forms attached as Appendices
A and B to this letter agreement (each, a “Reaffirmation” and
collectively, the “Reaffirmations”);




(c) Interest shall accrue and be payable on the unpaid Deferred Amounts from
(and including) the Effective Date to (but excluding) the date of actual
payment, at the rate of LIBOR with a one-month interest period (as
determined by Aron) plus the Applicable Spread (as defined below), such
interest to compound on the last Local Business Day of each month. For the
purposes of this clause (c), the “Applicable Spread” means the
sum of (x) the one-year spread on the credit default swaps for
senior unsecured debt of The Goldman Sachs Group, Inc., as such spread is
reasonably determined by Aron on the Effective Date, plus (y) 200
basis points (provided that, if the Applicable Spread would
otherwise be greater than 750 basis points, it shall be deemed to be 750
basis points, and if the Applicable Spread would otherwise be less than 500
basis points, it will be deemed to be 500 basis points);




(d) the Company shall, no later than the last Local Business Day (as
defined in the Agreement) of each calendar quarter ending March 31, 2009 and
June 30, 2009, pay $5,000,000 to reduce the balance of the Deferred Amounts
and interest thereon;




(e) to the extent that after the date of this letter agreement the Company
or any of its Subsidiaries (i) receive net insurance proceeds relating to
the flooding of the plant (and other flood-related damages) in July 2007 and
(ii) are not required to apply such proceeds in prepayment of debt incurred
under the 2006 Credit Agreement or to further invest such proceeds in
accordance with the 2006 Credit Agreement or otherwise become entitled to
use such proceeds for general corporate purposes, the Company shall apply
all such proceeds received by it to the Deferred Amounts and interest
thereon no later than three Local Business Day following such receipt; and




(f) the unpaid Deferred Amounts, all accrued and unpaid interest thereon and
all other amounts payable hereunder shall, notwithstanding anything herein
or in the 2007 Letter Agreements to the contrary, be due and payable in full
on July 31, 2009 (the “Maturity Date”). If the Company violates any
provision of this letter agreement, the Deferred Amounts, all accrued
interest thereon and all other amounts owed hereunder shall become
immediately due and payable upon notice from Aron. The parties acknowledge
and agree that failure to make such payment pursuant to




 











 





			
	Coffeyville Resources, LLC	 	 
	October 11, 2008
	 	 - 3 -







this clause (f) shall constitute an Event of Default under Section 5(a)(i) of
the Agreement; provided that the phrase “if such failure is not
remedied on or before the third Local Business Day after notice of such failure
is given to the party” at the end of Section 5(a)(i) is hereby deleted in
relation to this clause (f).


All payments made hereunder shall be applied, first, to pay accrued and unpaid interest, and,
second, to repay the Deferred Amounts.



The parties acknowledge and agree that, as of the date of this letter agreement, the Deferred
Amounts are equal to $72,500,000 in the aggregate, and accrued interest thereon equals
$516,112.22, and that there are no defenses to payment of such amounts by the Company.



The Agreement is hereby amended, for so long as the Guaranty Agreements (as amended and
reaffirmed by the applicable Reaffirmation) are in effect, as follows:





Section 4(f) of the Schedule to the Agreement is amended to delete the sentence added to
such Section pursuant to the letters dated July 11, 2007, July 26, 2007 and August 23,
2007 and to add the following as clause (v) to such Section: “(v) The Guaranty
Agreements, each dated as of August 23, 2007 and as amended and reaffirmed  by the
Reaffirmations, each dated as of July 29, 2008, delivered pursuant to the Letter
Agreement dated July 29, 2008 between Aron and Counterparty.”


This letter agreement may be executed in any number of counterparts, each of which shall
constitute an original, but all of which, taken together, shall be deemed to constitute one
and the same agreement. This letter agreement supersedes the Original Settlement Deferral
Letter in full and, upon execution of this letter agreement, the Original Settlement Deferral
Letter will no longer have any force or effect. Except as expressly modified and extended
hereby, the 2007 Deferral Letters shall remain in full force and effect and shall not be
modified or novated hereby. Except as expressly amended hereunder, the Agreement, the
Transactions and the Confirmations shall remain in full force and effect and shall not be
modified or novated hereby.



THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO ANY CONFLICT OF LAW RULES).




	 	 	 	 	 
	J. ARON & COMPANY	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeff Resnick
 

Name: Jeff Resnick
	 	 
	 

	 	Title: Managing Director	 	 






 









 





ACCEPTED
AND AGREED TO THIS 11th DAY OF OCTOBER, 2008.




COFFEYVILLE RESOURCES, LLC




	 	 	 	 	 
	By:

	 	/s/ John J. Lipinski 

Name: John J. Lipinski	 	 
	 

	 	Title: CEO	 	 







 











 





Appendix A




Reaffirmation of GSCP V Guaranty dated August 23, 2007




[attached separately]




 









 




     Execution Version


REAFFIRMATION OF GUARANTY



          As consideration for the agreements and covenants contained in that certain letter agreement
regarding Amended and Restated Settlement Deferral dated as of October 11, 2008 (the “Amended
and Restated Settlement Deferral Letter”), between J. Aron & Company (“Counterparty”)
and Coffeyville Resources, LLC (the “Company”), and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned (“Guarantor”),
as guarantor under that certain Guaranty Agreement, dated as of August 23, 2007 (the
“Guaranty”), delivered to Counterparty in connection with the letter dated August 23,
2007, from Counterparty to the Company and attached hereto as Appendix A, hereby acknowledges,
covenants and agrees as follows:



          1. Notwithstanding anything to the contrary in the Guaranty, references to the Revised Letter
Agreement therein shall be deemed to include such Revised Letter Agreement as further amended and
modified by the Amended and Restated Settlement Deferral Letter.



          2. The Guarantor consents to the terms of the Amended and Restated
Settlement Deferral Letter and confirms that the Guaranty remains in full force and effect,
without modification (except as expressly set forth herein) or novation, notwithstanding any
provision of the Guaranty to the contrary.



          3. The Guarantor reaffirms all of the obligations contained in the Guaranty, and specifically
agrees that the Obligations (as defined in the Guaranty) include the full repayment of 50% of the
Deferred Amounts (as defined in the Amended and Restated Settlement Deferral Letter) plus accrued
and unpaid interest (as provided in the Amended and Restated Settlement Deferral Letter) upon such
dates as set forth in the Amended and Restated Settlement Deferral Letter, and acknowledges,
agrees, represents and warrants that no agreements exist with respect to the Guaranty or with
respect to the obligations of Guarantor thereunder except those specifically set forth therein and
in this Reaffirmation.



          4. Each of the representations and warranties of the Guarantor contained or incorporated in
the Guaranty is true and correct on and as of the date hereof.



          5. The Guaranty is hereby amended by adding the following paragraphs before the first full
paragraph on page 3 thereof:




(A) Subject to the obligation to make a pro rata request for payment
under the Kelso Guaranty, the obligations of the Guarantor hereunder are independent of the
obligations of the Company and the obligations of any other guarantor (including any other
Guarantor) of the obligations of the Company, and a separate action or actions may be brought and
prosecuted against the Guarantor whether or not any action is brought against the Company or any
of such other guarantors and whether or not Company is joined in any such action or actions;



(B)
Payment by the Guarantor of a portion, but not all, of the Obligations shall in no way limit,
affect, modify or abridge the Guarantor’s liability for any portion of the Obligations which has
not been paid.



 










 






(C) Until the Obligations shall have been indefeasibly paid in full, the Guarantor hereby
waives any claim, right or remedy, direct or indirect, that it now has or may hereafter
have against the Company or any other guarantor or any of its assets in connection with
this Guaranty or the performance by the Guarantor of its obligations hereunder, in each
case, whether such claim, right or remedy arises in equity, under contract, by statute,
under common law or otherwise and including (a) any right of subrogation, reimbursement or
indemnification that the Guarantor now has or may hereafter have against the Company with
respect to the Obligations, (b) any right to enforce, or to participate in, any claim,
right or remedy that Counterparty now has or may hereafter have against the Company, and
(c) any benefit of, and any right to participate in, any collateral or security now or
hereafter held by Counterparty. The Guarantor further agrees that, to the extent the
waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement
and indemnification as set forth herein is found by a court of competent jurisdiction to
be void or voidable for any reason, any rights of subrogation, reimbursement or
indemnification the Guarantor may have against the Company or against any collateral or
security shall be junior and subordinate to any rights Counterparty may have against the
Company, to all right, title and interest Counterparty may have in any such collateral or
security. If any amount shall be paid to the Guarantor on account of any such subrogation,
reimbursement or indemnification rights at any time when all Obligations shall not have
been finally and indefeasibly paid in full, such amount shall be held in trust for
Counterparty and shall forthwith be paid over to Counterparty to be credited and applied
against the Obligations, whether matured or unmatured, in accordance with the terms
hereof.




(D) The Guarantor agrees to pay on demand all costs and expenses of Counterparty, if any
(including, without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise) of this
Guaranty.




(E) The Guarantor agrees not to assert any claim for special, indirect, consequential or
punitive damages against Counterparty, any of its affiliates, or any of its directors,
officers, partners, employees, attorneys and agents, on any theory of liability, arising
out of or otherwise relating to this Guaranty or any of the transactions contemplated
herein.




(F) Subject to the Guarantor’s receipt of consent from the Arrangers and the Requisite
Lenders under, and as such terms are defined in, the 2006 Credit Agreement (as defined in
the Amended and Restated Settlement Deferral Letter) or delivery by the Guarantor to
Counterparty of an opinion of counsel reasonably acceptable to Counterparty to the effect
that no such consent is required (in each case, at the sole cost and expense of the
Guarantor), Counterparty agrees that in lieu of making payments when due pursuant to this
Guaranty, the Guarantor shall have the option to purchase (or to purchase, on a ratable
basis with Kelso, if so elected by Kelso pursuant to the terms of the Kelso Guaranty) on
such date all, but not less than all, of the Obligations at 100% of par value plus all
accrued interest thereon and other amounts owed with respect thereto, without
representation or warranty or recourse. The Guarantor agrees that any rights in the
Obligations which it acquires pursuant to this provision will be junior in right of
payment and priority to the rights of Counterparty under the ISDA Master Agreement between
the



2









 







Company and Counterparty dated as of June 24, 2005 and the Schedule to the ISDA Master
Agreement dated as of June 24, 2005 (each as amended by the Amended and Restated Settlement
Deferral Letter) and any pari passu obligations.



          6. The Guarantor hereby consents to the amendment of the Kelso Guaranty dated as of the date
hereof in form and substance substantially similar to this Reaffirmation.




     This Reaffirmation of Guaranty and the interpretation hereof shall be governed by, and
construed in accordance with, the internal laws of the State of New York.



[SIGNATURES APPEAR ON NEXT PAGE]





3












 





          IN WITNESS WHEREOF, the Guarantor has caused this Reaffirmation of Guaranty to be duly
executed and delivered as of the date first written above.




	 	 	 	 	 	 	 
	 	 	GS Capital Partners V, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GS Advisors V, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth A. Pontarelli
 

Authorized Officer
	 	 






 









 





Appendix A




Guaranty

[attached separately]





 











 





August 23, 2007




J. Aron & Company

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



For value received, GS Capital Partners V, L.P., a limited partnership duly organized under the
laws of the State of Delaware (“GSCP V” or the “Guarantor”) hereby unconditionally guarantees the
prompt and complete payment, whether by acceleration or otherwise, of 50% of the Deferred Amounts
(as defined in the Revised Letter Agreement referred to below) plus accrued and unpaid interest (as
provided in such Revised Letter Agreement) (collectively, the “Obligations”) of Coffeyville
Resources, LLC, a limited liability company that is owned by affiliates of GSCP V, Kelso Investment
Associates VII, L.P. (“Kelso”), and certain members of the management of the Company (as defined
below) and is duly organized under the laws of the State of Delaware (the “Company”), to J. Aron &
Company (the “Counterparty”) under the ISDA Master Agreement between the Company and the
Counterparty dated as of June 24, 2005 and the Schedule to the ISDA Master Agreement dated as of
June 24, 2005 (each as amended by the letter agreements referred to in the Revised Letter
Agreement) under the Letter Agreement from the Counterparty to the Company, dated
August 23, 2007 (without giving effect to any further amendments thereto, the “Revised Letter Agreement”). Both
the Counterparty and the Guarantor agree and acknowledge that upon execution of this Guaranty, the
previous Guaranty of the Guarantor, dated as of July 26, 2007, will automatically terminate. GSCP V
shall receive on or prior to the date of this Guaranty a copy of the guarantee provided by Kelso
dated as of August 23, 2007 (as amended from time to time, the “Kelso Guaranty”). GSCP V authorizes
the Counterparty to provide a copy of this Guaranty to Kelso.



Counterparty agrees that at any time that a payment is requested under this Guaranty,
Counterparty shall make a pro rata request for payment under the Kelso Guaranty and the Guarantor
shall at no time be required to pay an amount in excess of its pro rata share of the aggregate
amount of payment required at such time. This Guaranty is one of payment and not of collection.



The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or
liability to which it may apply, and waives presentment, demand for payment, protest, notice of
dishonor or non-payment of any such obligation or liability, suit or the taking of other action by
Counterparty against, and any other notice to, the Company, the Guarantor or others.



 









 





The Guarantor represents and warrants that it will have sufficient cash and available capital
commitments, amounts available for retention or recall by the Guarantor and/or other sources of
liquidity to make payment of the Obligations, (2) the Guarantor’s Guaranteed Obligations under and
as defined in the Guaranty made in connection with the 2007 Credit Agreement (as defined in the
Revised Letter Agreement), (3) the Guarantor’s Guaranteed Obligations under and as defined in the
Guaranty made in connection with the Unsecured Credit and Guaranty Agreement, dated as of August
23, 2007, among the Company, the guarantors party thereto, the lenders party thereto from time to
time, and GSCP, as sole lead arranger, sole bookrunner and administrative agent, and (4) the
Guarantor’s Guaranteed Obligations under and as defined in the Guaranty made in connection with the
Unsecured Credit and Guaranty Agreement, dated as of August 23,
2007, among Coffeyville Refining &
Marketing Holdings, Inc., as the borrower, the guarantors party thereto, the lenders party thereto
from time to time, and GSCP as sole lead arranger, sole bookrunner, and administrative agent, in
each case, when such obligations are due and payable.



Counterparty may at any time and from time to time without notice to or consent of the Guarantor
and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the
Company to make any change in the terms of any obligation or liability of the Company to
Counterparty (provided that the Counterparty shall obtain the consent of the Guarantor, such
consent not to be unreasonably withheld, prior to making a change that would cause the Deferred
Amounts (as defined in the Letter Agreement), excluding interest thereon and the Accrued Interest,
to exceed $124,700,000), (2) take or fail to take any action of any kind in respect of any security
for any obligation or liability of the Company or any other guarantor to Counterparty, (3) exercise
or refrain from exercising any rights against the Company or others, (4) release, surrender,
compromise, settle, rescind, waive alter, subordinate or modify and other guaranties of the
Obligations or (5) compromise or subordinate any obligation or liability of the Company to
Counterparty including any security therefor. Any other suretyship defenses are hereby waived by
the Guarantor.



This Guaranty is irrevocable and shall remain in full force and effect and be binding upon
Guarantor, its successors and assigns, until all of the Obligations have been satisfied in full.
The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time payment or any part thereof, of any Obligations payable by it or
interest thereon, is rescinded or must otherwise be restored or returned by Counterparty upon the
bankruptcy, insolvency, dissolution or reorganization of the Company.



The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole
or in part, without prior written consent of the Counterparty, and any purported assignment or
delegation absent such consent is void, except for (1) one or more assignments and delegations of
all or a portion of its obligations hereunder to any of GS Capital Partners V Institutional, L.P.,
GS Capital Partners V Offshore, L.P., GS Capital Partners V GmbH & Co. KG., GS Capital Partners V
Fund, L.P., GS Capital Partners V Employee Fund, L.P., and GS Capital Partners V Offshore Fund,
L.P. such



-2-









 







that each such fund has assumed by contract its pro rata
portion of the Obligations and/or (2)
an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever
form the Guarantor determines may be appropriate to a partnership, corporation, trust or other
organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets
and business and that assumes such obligations by contract, operation of law or otherwise. Upon
any such delegation and assumption of obligations; the Guarantor shall be relieved of and fully
discharged from all obligations hereunder, whether such obligations arose before or after such
delegation and assumption.



The Guarantor acknowledges that the
Kelso Guaranty may not be amended or waived nor
any/consent or departure be effective without its prior written consent. Guarantor agrees that any
such consent shall not be unreasonably withheld.



No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the
Guarantor herefrom shall in any event be effective unless the same shall be in writing and
signed by the Guarantor and the Counterparty, and which amendment,
waiver, consent or departure shall be consented to by Kelso.



THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE GUARANTOR AGREES TO THE
EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER
ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.




	 	 	 	 	 
	Very truly yours,




GS Capital Partners V, L.P.

 	 	 
	BY: 	 GS Advisors V, L.L.C.
 	 	 
	 	its General Partner 	 	 
	 	 	 
	 
	 	 	 
	BY: 	/s/ Kaca Enquist
 	 	 
	 	Authorized Officer 	 	 
	 	 	 
	 




-3-











 





Appendix B




Reaffirmation of Kelso Guaranty dated August 23, 2007




[attached separately]




 









 





Execution Version




REAFFIRMATION OF GUARANTY




          As consideration for the agreements and covenants contained in that certain letter agreement
regarding Amended and Restated Settlement Deferral dated as of October 11, 2008 (the “Amended
and Restated Settlement Deferral Letter”), between J. Aron & Company (“Counterparty”)
and Coffeyville Resources, LLC (the “Company”), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
(“Guarantor”), as guarantor under that certain Guaranty Agreement, dated as of August 23,
2007 (the “Guaranty”), delivered to Counterparty in connection with the letter dated
August 23, 2007, from Counterparty to the Company and attached hereto as Appendix A, hereby
acknowledges, covenants and agrees as follows:




          1. Notwithstanding anything to the contrary in the Guaranty, references to the Revised Letter
Agreement therein shall be deemed to include such Revised Letter Agreement as further amended and
modified by the Amended and Restated Settlement Deferral Letter.




          2. The Guarantor consents to the terms of the Amended and Restated
Settlement Deferral Letter and confirms that the Guaranty remains in full force and effect,
without modification (except as expressly set forth herein) or novation, notwithstanding any
provision of the Guaranty to the contrary.




          3. The Guarantor reaffirms all of the obligations contained in the Guaranty, and specifically
agrees that the Obligations (as defined in the Guaranty) include the full repayment of 50% of the
Deferred Amounts (as defined in the Amended and Restated Settlement Deferral Letter) plus accrued
and unpaid interest (as provided in the Amended and Restated Settlement Deferral Letter) upon such
dates as set forth in the Amended and Restated Settlement Deferral Letter, and acknowledges,
agrees, represents and warrants that no agreements exist with respect to the Guaranty or with
respect to the obligations of Guarantor thereunder except those specifically set forth therein and
in this Reaffirmation.




          4. Each of the representations and warranties of the Guarantor contained or incorporated in
the Guaranty is true and correct on and as of the date hereof.




          5. The Guaranty is hereby amended by adding the following paragraphs before the first full
paragraph on page 3 thereof:





(A) Subject to the obligation to make a pro rata request for payment
under the GSCP V Guaranty, the obligations of the Guarantor hereunder are independent of the
obligations of the Company and the obligations of any other guarantor (including any other
Guarantor) of the obligations of the Company, and a separate action or actions may be brought and
prosecuted against the Guarantor whether or not any action is brought against the Company or any of
such other guarantors and whether or not Company is joined in any such action or actions;




(B)
Payment by the Guarantor of a portion, but not all, of the Obligations shall in no way limit,
affect, modify or abridge the Guarantor’s liability for any portion of the Obligations which has
not been paid.




 












 






(C) Until the Obligations shall have been indefeasibly paid in full, the Guarantor
hereby waives any claim, right or remedy, direct or indirect, that it now has or may
hereafter have against the Company or any other guarantor or any of its assets in
connection with this Guaranty or the performance by the Guarantor of its obligations
hereunder, in each case, whether such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise and including (a) any right of
subrogation, reimbursement or indemnification that the Guarantor now has or may
hereafter have against the Company with respect to the Obligations, (b) any right to
enforce, or to participate in, any claim, right or remedy that Counterparty now has or may
hereafter have against the Company, and (c) any benefit of, and any right to participate
in, any collateral or security now or hereafter held by Counterparty. The Guarantor
further agrees that, to the extent the waiver or agreement to withhold the exercise of its
rights of subrogation, reimbursement and indemnification as set forth herein is found by a
court of competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification the Guarantor may have against the
Company or against any collateral or security shall be junior and subordinate to any
rights Counterparty may have against the Company, to all right, title and interest
Counterparty may have in any such collateral or security. If any amount shall be paid to
the Guarantor on account of any such subrogation, reimbursement or indemnification
rights at any time when all Obligations shall not have been finally and indefeasibly paid
in full, such amount shall be held in trust for Counterparty and shall forthwith be paid
over to Counterparty to be credited and applied against the Obligations, whether matured
or unmatured, in accordance with the terms hereof.




(D) The Guarantor agrees to pay on demand all costs and expenses of Counterparty, if
any (including, without limitation, reasonable counsel fees and expenses), in connection
with the enforcement (whether through negotiations, legal proceedings or otherwise) of
this Guaranty.




(E) The Guarantor agrees not to assert any claim for special, indirect, consequential or
punitive damages against Counterparty, any of its affiliates, or any of its directors,
officers, partners, employees, attorneys and agents, on any theory of liability, arising out
of or otherwise relating to this Guaranty or any of the transactions contemplated herein.




(F) Subject to the Guarantor’s receipt of consent from the Arrangers and the Requisite
Lenders under, and as such terms are defined in, the 2006 Credit Agreement (as defined
in the Amended and Restated Settlement Deferral Letter) or delivery by the Guarantor to
Counterparty of an opinion of counsel reasonably acceptable to Counterparty to the effect
that no such consent is required (in each case, at the sole cost and expense of the
Guarantor), Counterparty agrees that in lieu of making payments when due pursuant to
this Guaranty, the Guarantor shall have the option to purchase (or to purchase, on a
ratable basis with GSCP V, if so elected by GSCP V pursuant to the terms of the GSCP V
Guaranty) on such date all, but not less than all, of the Obligations at 100% of par value
plus all accrued interest thereon and other amounts owed with respect thereto, without
representation or warranty or recourse. The Guarantor agrees that any rights in the
Obligations which it acquires pursuant to this provision will be junior in right of payment
and priority to the rights of Counterparty under the ISDA Master Agreement between the



2









 




Company and Counterparty dated as of June 24, 2005 and the Schedule to the ISDA
Master Agreement dated as of June 24, 2005 (each as amended by the Amended and
Restated Settlement Deferral Letter) and any pari passu obligations.


          6. The Guarantor hereby consents to the amendment of the GSCP V
Guaranty dated as of the date hereof in form and substance substantially similar to this
Reaffirmation.


     This Reaffirmation of Guaranty and the interpretation hereof shall be governed by, and
construed in accordance with, the internal laws of the State of New York.


[SIGNATURES APPEAR ON NEXT PAGE]


3











 





          IN WITNESS WHEREOF, the Guarantor has caused this Reaffirmation of Guaranty to be duly
executed and delivered as of the date first written above.




	 	 	 	 	 
	 	Kelso Investment Associates VII, L.P.



By: Kelso GP VII, L.P., its General Partner



By: Kelso GP VII, LLC, its General Partner

 	 
	 	By:  	/s/
James J. Connors, II
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




 









 





Appendix A




Guaranty

[attached separately]





 











 





August 23, 2007




J. Aron & Company

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



For value received, Kelso Investment Associates VII, L.P., a limited partnership duly
organized under the laws of the State of Delaware (“Kelso” or the “Guarantor”) hereby
unconditionally guarantees the prompt and complete payment, whether by acceleration or
otherwise, of 50% of (i) the Deferred Amounts (as defined in the Revised Letter Agreement
referred to below) and (ii) accrued and unpaid interest thereon (as provided in such Revised
Letter Agreement) (collectively, the “Obligations”) by Coffeyville Resources, LLC, a limited
liability company that is owned by Kelso, GS Capital Partners V, L.P. (“GSCP V”) and certain
members of the management of the Company (as defined below) and is duly organized under the
laws of the State of Delaware (the “Company”), to J. Aron & Company (the “Counterparty”) under
the ISDA Master Agreement between the Company and the Counterparty
dated as of June 24, 2005
and the Schedule to the ISDA Master Agreement dated as of June 24, 2005 (each as amended by
the letter agreements referred to in the Revised Letter Agreement) that are due in accordance
with the Letter Agreement from the Counterparty to the Company, dated August 23, 2007 (the
“Revised Letter Agreement”) within 12 days following receipt by the Guarantor of a written
request from the Counterparty. Both the Counterparty and the Guarantor agree and acknowledge
that upon execution of this Guaranty, the previous Guaranty of the Guarantor, dated as of July
26, 2007, will automatically terminate. Kelso shall receive on or prior to the date of this
Guaranty a copy of the guarantee provided by GSCP V dated as of August 23, 2007 (as amended
from time to time, the “GSCP V Guaranty”). Kelso authorizes the Counterparty to provide a copy
of this Guaranty to GSCP V.



The Counterparty agrees that at any time that a payment is requested under this Guaranty, the
Counterparty shall make a pro rata request for payment under the GSCP V Guaranty and the
Guarantor shall at no time be required to pay an amount in excess of its pro rata share of
the aggregate amount of payment required at such time. This Guaranty is one of payment and
not of collection.



The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any
obligation or liability to which it may apply, and waives presentment, demand for payment,
protest, notice of dishonor or non-payment of any such obligation or liability, suit or the
taking of other action by the Counterparty against, and any other notice to, the Company, the
Guarantor or others.




 









 







The Guarantor represents and warrants that it has sufficient cash and available capital
commitments to make payment of each of (1) the Obligations, (2) the Guarantor’s Guaranteed
Obligations under and as defined in the Guaranty made in
connection with the 2007 Credit Agreement (as defined in the Revised Letter Agreement), (3)
the Guarantor’s Guaranteed Obligations under and as defined in the Guaranty made in
connection with the Unsecured Credit and Guaranty Agreement, dated as of August 23, 2007,
among the Company, the guarantors party thereto, the lenders party thereto from time to time,
and GSCP, as sole lead arranger, sole bookrunner and administrative agent, and (4) the
Guarantor’s Guaranteed Obligations under and as defined in the Guaranty made in connection
with the Unsecured Credit and Guaranty Agreement, dated as of August 23, 2007, among
Coffeyville Refining & Marketing Holdings, Inc., as the borrower, the guarantors party
thereto, the lenders party thereto from time to time, and GSCP as sole lead arranger, sole
bookrunner, and administrative agent (the obligations in clause (1) through (4), collectively
the “Aggregate Obligations”), in each case when such obligations are due and payable, and
covenants to maintain such cash and available capital commitments until satisfaction and
release of all obligations of the Guarantor hereunder. The Guarantor agrees to provide the
Counterparty, within 10 days following a written request from the Counterparty, a written
statement, certified by a senior financial officer of the Guarantor, setting forth the
outstanding unencumbered cash and unutilized capital commitments of the Guarantor at the end
of such calendar quarter.



Without limiting the Guarantor’s obligations under the immediately preceding paragraph,
the Guarantor and its respective general partners agree to take all action as may be
necessary so that, at any and all times prior to the satisfaction and release of all
obligations of the Guarantor under this Guaranty pursuant to the terms hereof, the Guarantor
and/or its general partners shall have caused its or their respective affiliates to reserve
capital in amounts sufficient to fund in a timely manner all obligations of the Guarantor
under the this Guaranty.



The Counterparty may at any time and from time to time without notice to or consent of the
Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1)
agree with the Company to make any change in the terms of any obligation or liability of the
Company to the Counterparty, (2) take or fail to take any action of any kind in respect of
any security for any obligation or liability of the Company or any other guarantor to the
Counterparty, (3) exercise or refrain from exercising any rights against the Company or
others, (4) release, surrender, compromise, settle, rescind, waive alter, subordinate or
modify any other guaranties of the Obligations or (5) compromise or subordinate any
obligation or liability of the Company to the Counterparty including any security therefor;
provided that notwithstanding the foregoing, the Counterparty shall not, without the consent
of the Guarantor (i) change the duration of the deferral provided in the Revised Letter
Agreement, (ii) increase the Deferred Amounts (as defined in the Revised Letter Agreement),
(iii) otherwise amend, waive or modify


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any other provision of the Revised Letter Agreement or (iv) take any affirmative action to release
any Collateral (as defined in the 2006 Credit Agreement (as defined in the Revised
Letter Agreement)). Any other suretyship defenses are hereby waived by the Guarantor



This Guaranty is irrevocable and shall remain in full force and effect and be binding upon
the Guarantor, and its successors and assigns, until all of the Obligations have been
satisfied in cash in full (the date on which the Obligations are so satisfied being the
“Satisfaction Date”). The Guarantor further agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment or any part thereof,
of any Obligations or interest thereon, is rescinded or must otherwise be restored or
returned by the Counterparty; provided, however, that this sentence shall cease to be
operative on the earlier of (i) the date twelve months plus one calendar day after the
Satisfaction Date (if within such period (a) the Company has not become a debtor under the
United States Bankruptcy Code 11 U.S.C. § 101 et seq. (as now and hereafter in effect, or any
successor statute) or any similar State or Federal statue and (b) no action has been brought
against the Counterparty seeking to recover or rescind any such payment) and (ii) the date,
following the Satisfaction Date, when the Company consummates initial public offering of the
Company’s common stock following which the Company’s common stock is listed on any
internationally recognized exchange of dealer quotation system, all or a portion of the net
proceeds of which are used to pay or prepay at least $280,000,000 of the Company’s
indebtedness (a “Qualified IPO”); provided that if a Qualified IPO occurs prior to the
Satisfaction Date, the obligations hereunder shall terminate on the Satisfaction Date.



The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole
or in part, without prior written consent of the Counterparty, and any purported assignment or
delegation absent such consent is void, except for an assignment and delegation of all of the
Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be
appropriate to a partnership, corporation, trust or other organization in whatever form that
succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such
obligations by contract, operation of law or otherwise. Upon any such delegation and assumption of
obligations, the Guarantor shall be relieved of and fully discharged from all obligations
hereunder, whether such obligations arose before or after such delegation and assumption.



Each of the Guarantor and the Counterpart acknowledges that the GSCP V Guaranty may not be amended
or waived nor any consent or departure be effective without the Guarantor’s prior written consent.
The Guarantor agrees that any such consent shall not be unreasonably withheld.



No amendment or waiver of any provision of this Guaranty nor consent to any departure by
the Guarantor herefrom shall in any event be effective unless the





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same shall
be in writing and signed by the Guarantor and the Counterparty, and which amendment,
waiver, consent or departure shall be consented to by GSCP V.



THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE GUARANTOR AGREES TO THE
EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER
ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.




	 	 	 	 	 
	Very truly yours,



Kelso Investment Associates VII, L.P.
 	 	 
	By:  	Kelso GP VII, L.P., the General Partner
 	 	 
	By:  	Kelso GP VII, LLC, its general partner
 	 	 
	 
	By:  	/s/ James J. Connors II
 	 	 
	 	Authorized Officer 	 	 
	 
	Accepted and agreed to with
respect
to the 2nd, 6th, 9th and 10th paragraphs above, as of
the date
first above written: 	 	 
	 
	J. Aron & Company

 	 	 
	By:  	/s/ Illegible 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



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