First Amendment to Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 FIRST AMENDMENT TO CREDIT
AGREEMENT (this “First Amendment”), dated as of May 4, 2012, among COFFEYVILLE PIPELINE, INC., a Delaware corporation (“Pipeline”), COFFEYVILLE REFINING & MARKETING, INC., a Delaware corporation
(“Refining Inc”), COFFEYVILLE NITROGEN FERTILIZERS, INC., a Delaware corporation (“Fertilizer Inc”), COFFEYVILLE CRUDE TRANSPORTATION, INC., a Delaware corporation (“Transportation”), COFFEYVILLE
TERMINAL, INC., a Delaware corporation (“Terminal”), CL JV HOLDINGS, LLC, a Delaware limited liability company (“CL JV” and, together with Pipeline, Refining Inc, Fertilizer Inc, Transportation and Terminal, the
“Holding Companies”), COFFEYVILLE RESOURCES, LLC, a Delaware limited liability company (the “Company”), COFFEYVILLE RESOURCES REFINING & MARKETING, LLC, a Delaware limited liability company
(“Refining LLC”), COFFEYVILLE RESOURCES PIPELINE, LLC, a Delaware limited liability company (“Pipeline LLC”), COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC, a Delaware limited liability company
(“Transportation LLC”), COFFEYVILLE RESOURCES TERMINAL, LLC, a Delaware limited liability company (“Terminal LLC”), GARY-WILLIAMS ENERGY COMPANY, LLC, a Delaware limited liability company (“GWEC”),
WYNNEWOOD REFINING COMPANY, LLC, a Delaware limited liability company (“WRC” and, together with the Company, Refining LLC, Pipeline LLC, Transportation LLC, Terminal LLC and GWEC, the “Borrowers”), COFFEYVILLE
FINANCE, INC., a Delaware corporation (“FinCo”), CVR GP, LLC, a Delaware limited liability company (“GP” and, together with FinCo, the “Subsidiary Guarantors”), the lenders party to the Credit
Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used
herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. 
 W
I T N E S S E T H : 
 WHEREAS, the Holding Companies, the
Company, the other Borrowers, the Subsidiary Guarantors, the Lenders, the Administrative Agent and certain other entities are parties to a Credit Agreement, dated as of February 22, 2011 (as modified through, but not including, the date hereof,
the “Credit Agreement”); and 
 WHEREAS, subject to the terms and conditions set forth herein, the
Holding Companies, the Company, the other Borrowers, the Subsidiary Guarantors, and the undersigned Lenders have agreed to amend the Credit Agreement as provided herein; 
 NOW, THEREFORE, it is agreed: 
  

	PART  I.	Amendments. 

 1.
The definition of “Change of Control” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the text “,other than one or more of the Permitted Holders,” immediately before the text
“shall have acquired” appearing in clause (i) of such 







 
definition, (ii) inserting the text “or by one or more of the Permitted Holders” immediately after the text “or nomination for election was previously approved by a majority
of such directors” appearing at the end of clause (iv) of such definition, and (iii) inserting the text “other than in connection with any acquisition by one or more Permitted Holders,” immediately before the text “a
“change of control” (or similarly defined event)” appearing at the beginning of clause (v) of such definition. 
 2. Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order: 

“Permitted Holders” shall mean Carl Icahn and any other Related Party. 

“Related Parties” shall mean (1) Carl Icahn, any spouse of Carl Icahn and any child, stepchild, sibling or
descendant of Carl Icahn, (2) the estate of Carl Icahn or the estate of any other person under preceding clause (1), (3) any person who receives a beneficial interest in the Parent from any estate under preceding clause (2) to the
extent of such interest, (4) any executor, personal administrator or trustee who holds such beneficial interest in the Parent for the benefit of, or as fiduciary for, any person under preceding clause (1), (2) or (3) to the extent of
such interest, (5) any corporation, partnership, limited liability company, trust, or similar entity, directly or indirectly owned or controlled by Carl Icahn or any other person or persons identified in preceding clause (1) or (2). For
purposes of clause (5) of the immediately preceding sentence, and for the avoidance of doubt, in addition to any other Person or Persons that may be considered to possess control, (x) a partnership shall be considered controlled by a
general partner or managing general partner thereof, (y) a limited liability company shall be considered controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered controlled by any
trustee, executor, personal representative, administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom. 

3. The text of Section 9.01(a) of the Credit Agreement is hereby amended by (i) deleting the text “Within 30 days after
the end of each fiscal month (other than each fiscal month ending March 31st, June 30th, September 30th and December 31st) of the Company (commencing with the fiscal month ending January 31, 2011),” appearing
therein and (ii) inserting the text “Within 30 days after the end of any fiscal month (other than a fiscal month ending March 31st, June 30th, September 30th or December 31st) of the Company in which Excess
Availability on any date in such fiscal month is less than 25.0% of Availability,” in lieu thereof. 
 4.
Section 10.02 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (p) thereof, (ii) deleting the period appearing at the end of clause (q) thereof and inserting
“;and” in lieu thereof and (iii) inserting the following new clause (r) immediately following such clause (q): “(r) the Company and its Subsidiaries may dispose of property (other than ABL Priority Collateral) to the extent
that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly thereafter purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of similar
replacement property.” 

  
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	PART II.	Miscellaneous Provisions. 

 1. In order to induce the Lenders to enter into this First Amendment, each of the Holding Companies, the Company, the other Borrowers and the Subsidiary Guarantors hereby represents and warrants that
(i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined herein), both immediately before and after giving effect to this First Amendment, and (ii) all of the representations and warranties contained
in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date, both immediately before and after giving effect to this First Amendment, with the same effect as though
such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood and agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be true and
correct in all material respects only as of such specified date and (ii) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all
respects). 
 2. The Credit Agreement is modified only by the express provisions of this First Amendment and this First
Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 
 3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent. 
 4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when: 

(i) the Holding Companies, the Company, the other Borrowers, the Subsidiary Guarantors and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036;
Attention: Robert Huza (facsimile number: 212-354-8113 / email: robert.huza@whitecase.com); 
 (ii) Carl Icahn and his
majority and controlled Affiliates shall have acquired at least 35.0% of the Equity Interests of Parent having the right to vote for the election of members of the Board of Directors of Parent; 

  
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 (iii) the Administrative Agent shall have received from the Borrower, on behalf of each
Lender which has executed and submitted to the Administrative Agent a counterpart of its signature page hereto at or prior to 5:00 p.m. (New York time), on May 4, 2012, an amendment fee equal to 0.15% of the amount of the Revolving Loan
Commitment of such Lender as of such date; and 
 (iv) the Borrower shall have paid the outstanding fees and expenses of the
Administrative Agent and its affiliates (including the reasonable fees and expenses of White & Case LLP) in connection with the First Amendment and the Credit Agreement. 

6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 

*        *        * 

  
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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this First Amendment as of the date first above written. 
  

			
	COFFEYVILLE RESOURCES, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE PIPELINE, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE REFINING & MARKETING, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE NITROGEN FERTILIZERS, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE CRUDE TRANSPORTATION, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer



  
 signature
page to First Amendment to Credit Agreement 








 
			
	COFFEYVILLE TERMINAL, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	CL JV HOLDINGS, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE RESOURCES PIPELINE, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE RESOURCES REFINING & MARKETING, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	COFFEYVILLE RESOURCES TERMINAL, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	GARY-WILLIAMS ENERGY COMPANY, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	WYNNEWOOD REFINING COMPANY, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	COFFEYVILLE FINANCE, INC.
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer
	
	CVR GP, LLC
		
	By:	 	 /s/ Frank A. Pici

		 	Name: Frank A. Pici
		 	Title: Chief Financial Officer



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

Individually and as Administrative Agent

		
	By:	 	 /s/ Stephen R. Lapidus

		 	Name: Stephen R. Lapidus
		 	Title: Director
		
	By:	 	 /s/ Frank Fazio

		 	Name: Frank Fazio
		 	Title: Managing Director



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	JPMorgan Chase Bank, N.A.
		
	By:	 	 /s/ J. Devin Mock

		 	Name: J. Devin Mock
		 	Title: Authorized Officer



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Wells Fargo Capital Finance, LLC
		
	By:	 	 /s/ Matt Harbour

		 	Name: Matt Harbour
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	SunTrust Bank
		
	By:	 	 /s/ Christopher M. Waterstreet

		 	Name: Christopher M. Waterstreet
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	THE ROYAL BANK OF SCOTLAND plc
		
	By:	 	 /s/ Brian D. Williams

		 	Name: Brian D. Williams
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	PNC Bank, National Association
		
	By:	 	 /s/ Jeffrey Marchetti

		 	Name: Jeffrey Marchetti
		 	Title: Officer



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

		 	Name: Vanessa A. Kurbatskiy
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Amegy Bank, National Association
		
	By:	 	 /s/ William B. Robinson

		 	Name: William B. Robinson
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Fifth Third Bank
		
	By:	 	 /s/ Kirk Wolverton

		 	Name: Kirk Wolverton
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Capital One, National Association
		
	By:	 	 /s/ Matthew L. Molero

		 	Name: Matthey L. Molero
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	COMERICA BANK
		
	By:	 	 /s/ L.J. Perenyi

		 	Name: L.J. Perenyi
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	Flagstar Bank, FSB
		
	By:	 	 /s/ Willard D. Dickerson, Jr.

		 	Name: Willard D. Dickerson, Jr.
		 	Title: Senior Vice President



  
 Signature
page to First Amendment to Credit Agreement 








 
			
	SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE HOLDING COMPANIES, THE COMPANY, THE OTHER BORROWERS, THE
SUBSIDIARY GUARANTORS, VARIOUS LENDERS AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
	
	NAME OF INSTITUTION:
	
	CITY NATIONAL BANK, a national banking association:
		
	By:	 	 /s/ Brent Phillips

		 	Name: Brent Phillips
		 	Title: Vice President



  
 Signature
page to First Amendment to Credit Agreement