EX-10.1






Exhibit 10.1




AMENDMENT TO

AMENDED AND RESTATED CRUDE OIL SUPPLY AGREEMENT




     THIS AMENDMENT TO AMENDED AND RESTATED CRUDE OIL SUPPLY AGREEMENT (this “Amendment”), dated as
of September 26, 2008, is made between J. Aron & Company, a general partnership organized under the
laws of New York (“Supplier”) and Coffeyville Resources Refining & Marketing, LLC, a limited
liability company organized under the laws of Delaware (“Coffeyville”).



     Supplier and Coffeyville are parties to an Amended and Restated Crude Oil Supply Agreement
dated as of December 31, 2007 (the “Supply Agreement”). Coffeyville and Supplier have agreed to
amend certain terms and conditions of the Supply Agreement.



     Accordingly, the Parties hereto agree as follows:



     SECTION 1 Definitions; Interpretation.



          (a) Terms Defined in Supply Agreement. All capitalized terms used in this Amendment
(including in the recitals hereof) and not otherwise defined herein have the meanings assigned to
them in the Supply Agreement.




          (b) Interpretation. The rules of interpretation set forth in Section 1.2 of the
Supply Agreement apply to this Amendment and are incorporated herein by this reference.




     SECTION 2 Amendment to the Supply Agreement.



          (a) Amendment. As of the date of this Amendment, the Supply Agreement is amended by
deleting the first sentence of Section 3.2 of the Supply Agreement and inserting the following in
place thereof:





Unless either Party has delivered to the other a written notice of its election not
to extend this Agreement pursuant to this Section on or before October 31 of the
calendar year during the then current term, the Expiration Date will, without any
further action, be automatically extended, effective as of the Expiration Date as
then in effect, for an additional one year beyond the Expiration Date as then in
effect (each such period, an “Extension Term;” and the final day of such
Extension Term becoming the “Expiration Date”).



          (b) References Within Supply Agreement. Each reference in the Supply Agreement to
“this Agreement” and the words “hereof,” “herein,” “hereunder,” or words of like import, are a
reference to the Supply Agreement as amended by this Amendment.




     SECTION 3 Representations and Warranties. To induce the other Party to enter into
this Amendment, each Party hereby (i) confirms and restates, as of the date hereof, the
representations and warranties made by it in Article 16 or any other article or section of the
Supply Agreement and (ii) represents and warrants that no Event of Default or Potential Event of
Default with respect to it has occurred and is continuing.



 









 





     SECTION 4 Miscellaneous.



          (a) Supply Agreement Otherwise Not Affected. Except for the amendments pursuant
hereto, the Supply Agreement remains unchanged. As amended pursuant hereto, the Supply Agreement
remains in full force and effect and is hereby ratified and confirmed in all respects. The
execution and delivery of, or acceptance of, this Amendment and any other documents and instruments
in connection herewith by either Party will not be deemed to create a course of dealing or
otherwise create any express or implied duty by it to provide any other or further amendments,
consents or waivers in the future.




          (b) No Reliance. Each Party hereby acknowledges and confirms that it is executing
this Amendment on the basis of its own investigation and for its own reasons without reliance upon
any agreement, representation, understanding or communication by or on behalf of any other Person.




          (c) Costs and Expenses. Each Party is responsible for any costs and expenses incurred
by such Party in connection with the negotiation, preparation, execution and delivery of this
Amendment and any other documents to be delivered in connection herewith.




          (d) Binding Effect. This Amendment will be binding upon, inure to the benefit of and
be enforceable by Coffeyville, Supplier and their respective successors and assigns.




          (e) Governing Law. THIS AMENDMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.




          (f) Amendments. This Amendment may not be modified, amended or otherwise altered
except by written instrument executed by the Parties’ duly authorized representatives.




          (g) Effectiveness; Counterparts. This Amendment will become effective on the date
first written above. This Amendment may be executed in any number of counterparts and by different
Parties hereto in separate counterparts, each of which when so executed will be deemed to be an
original and all of which taken together constitute but one and the same agreement.




          (h) Interpretation. This Amendment is the result of negotiations between and have
been reviewed by counsel to each of the Parties, and is the product of all Parties hereto.
Accordingly, this Amendment will not be construed against either Party merely because of such
Party’s involvement in the preparation hereof.




 









 








     The Parties hereto have duly executed this Amendment, as of the date first above written.



	 	 	 	 	 
	 	J. ARON & COMPANY

 	 
	 	By:  	/s/ Andre Eriksson	 
	 	 	Name:  	 Andre Eriksson	 
	 	 	Title:  	 Managing Director	 
	 



	 	 	 	 	 
	 	COFFEYVILLE RESOURCES REFINING &

MARKETING, LLC

 	 
	 	By:  	/s/ James T. Rens	 
	 	 	Name:  	 James T. Rens	 
	 	 	Title:  	 CFO