EX-10.1





J. Aron & Company

85 Broad Street

New York, New York 10004



Execution Version




July 29, 2008




Coffeyville Resources, LLC

10 East Cambridge Circle, Suite #250

Kansas City, Kansas 66103

Attention: Tim Rens

Telecopier: (913) 981-0000




Re: Revised Settlement Deferral




Ladies and Gentlemen:



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 $87,500,000 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 or prior to August 31, 2008 (the “Effective Date”), Coffeyville
Resources, LLC (the “Company”) shall have repaid Deferred Amounts in an
amount equal to the sum of $36,180,925.47 plus all accrued and unpaid interest
through the Effective Date (such payment, the “Minimum Repayment”);




(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



 









 





			
	 	 	 
	Coffeyville Resources, LLC	 	 
	July 29, 2008
	 	- 2 -







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) prior to the Effective Date, interest shall accrue and be payable on the
unpaid Deferred Amounts in accordance with the 2007 Letter Agreements. Thereafter,
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 2.75%,
such interest to compound on the last Local Business Day of each month;




(d) the Company shall, no later than the third Local Business Day (as defined in
the Agreement) following the date that financial statements of the Company and its
Subsidiaries are delivered for each calendar quarter (or partial calendar quarter,
in the case of the quarter ending September 30, 2008) ending after the date hereof,
apply the greater of (i) 50% of the Cash Flow Sweep Amount (as defined below) for
the calendar quarter to which such financial statements relate (the “Applicable
Quarter”) plus OCI (as defined below) for such Applicable Quarter or
(ii) $5,000,000 to the prepayment of the Deferred Amounts and interest thereon. If
the Company fails to make at least the minimum payment required by this clause (d)
or fails to deliver financial statements in a timely manner in accordance with the
2006 Credit Agreement, without further action by the parties hereto, the interest
rate set forth in clause (c) of this letter agreement shall increase by 1.00%, with
such increase retroactively effective from the first day of the Applicable Quarter
(provided that, with respect to the calendar quarter ending September 30, 2008,
such increase shall be applicable from the Effective Date). Such increase shall
remain in effect until the first day of the calendar quarter following any
Applicable Quarter in which the Company (x) is in compliance with the requirements
of this clause (d) for an Applicable Quarter, and (y) has made an additional
payment to Aron in an aggregate amount equal to all unsatisfied payment shortfalls
under this clause (d) in prior calendar quarters. The parties acknowledge and
agree that such increase to the interest rate applicable to the Deferred Amounts
shall be the sole and exclusive remedy of Aron under this letter agreement for the
Company’s inability to comply with this clause (d) due to insufficient cash flow;




For purposes of this letter agreement, “Cash Flow Sweep Amount” shall
be determined pursuant to the following formula:




CFSA
= ((EBITDA - ACA - Taxes - Interest) - (Approved FFC))




Where:




CFSA = the Cash Flow Sweep Amount,



 









 





			
	 	 	 
	Coffeyville Resources, LLC	 	 
	July 29, 2008
	 	- 3 -







EBITDA =  Consolidated Adjusted EBITDA for such calendar quarter, as adjusted
for “first-in first-out inventory-related gains and losses” as disclosed in
the footnotes to the financial statements of the Company and its Subsidiaries,




ACA = Consolidated Capital Expenditures during such calendar quarter not to
exceed budgeted amounts set forth in the schedule separately delivered to and
acknowledged by Aron on or prior to the date hereof,




Taxes = current taxes of Holdings, the Company and its Subsidiaries paid in
cash during such calendar quarter,




Interest = Consolidated Cash Interest Expense for such calendar quarter, and




Approved FFC = the forecasted quarterly cash flow of the Company for the
applicable calendar quarter set forth in the schedule separately delivered to
and acknowledged by Aron on or prior to the date hereof.




For purposes of this letter agreement, “OCI” shall mean other
significant inflows and outflows of cash of the Company and its Subsidiaries
during such calendar quarter that do not affect EBITDA, solely to the extent
such cash is available pursuant to the terms of the 2006 Credit Agreement to
be applied to the prepayment of the Deferred Amounts, as certified by an
officer of the Company at the time of calculation.




(e) in the event that CVR Energy, Inc. (“CVR”) or any of its direct or
indirect Subsidiaries (other than any such Subsidiary party to the 2006 Credit
Agreement) incurs aggregate Indebtedness for borrowed money (including any
convertible debt offering on terms set forth in (or substantially similar to those
set forth in) the registration statement filed by CVR in June 2008 with the
Securities and Exchange Commission) in excess of $125,000,000 (the “CVR
Indebtedness”) after the date of this letter agreement and prior to the
Maturity Date (as defined below), the Company shall apply the Applicable Percentage
of such excess of such gross proceeds of such CVR Indebtedness (less any interest
and fees payable under any convertible debt to the extent required to be escrowed
in accordance with the terms and conditions of such convertible debt) to pay the
Deferred Amounts and interest thereon no later than the third
Local Business Day following such receipt, which payment shall be in addition to,
and shall not reduce, the Minimum Repayment.




“Applicable Percentage” means (i) in the case a convertible debt offering
completed within 90 days of the date of this letter agreement, one (1) minus a
fraction determined by dividing, without duplication,



 









 





			
	 	 	 
	Coffeyville Resources, LLC	 	 
	July 29, 2008
	 	- 4 -







(A) the underwriting
fees, discount and/or commissions and other reasonable costs and expenses
associated therewith by (B) the gross proceeds of such Indebtedness, expressed
as a percentage, and (ii) for all other debt, 80%.




(f) 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




(g) 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 December 15,
2008 (the “Maturity Date”); provided that, if (x) the CVR
Indebtedness in an aggregate principal amount of at least $125,000,000 shall have
been incurred (including the closing thereof) and the Company shall have delivered
to Aron a certificate of its Chief Financial Officer to that effect and attaching
copies of the documentation for such CVR Indebtedness, in each case prior to the
Maturity Date, and (y) no default in the performance by the Company in the
performance of any obligation hereunder has occurred and is continuing at such
time, then the Maturity Date shall be automatically extended to July 31, 2009. In
addition, 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 this clause (g)
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 (g).


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 hereof, the payment obligation of the
Company set forth on page 2 of the letter dated August 23, 2007 from us to you with respect to the
occurrence of an IPO shall no longer apply.



The parties acknowledge and agree that, as of the date of this letter agreement, the Deferred
Amounts are equal to $123,680,925.47 in the aggregate, and that accrued




 









 






			
	 	 	 
	Coffeyville Resources, LLC	 	 
	July 29, 2008
	 	- 5 -





interest thereon, as of
July 17, 2008, equals $6,453,090.74, 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. 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/ Colleen Foster 	 
	 
	 	Name:   	Colleen Foster 	 
	 
	 	Title:	Managing Director 	 





 








 






			
	 	 	 
	Coffeyville Resources, LLC	 	 
	July 29, 2008
	 	- 6 -





ACCEPTED AND AGREED TO THIS 29th DAY

OF JULY, 2008.



COFFEYVILLE RESOURCES, LLC




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





 








 








Appendix A




Reaffirmation of GSCP V Guaranty dated August 23, 2007




[attached separately]





 









 






	 	 	 	 	 



REAFFIRMATION OF GUARANTY




          As consideration for the agreements and covenants contained in that certain letter agreement
regarding Revised Settlement Deferral dated as of July 29, 2008 (the “Revised 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 Revised Settlement Deferral
Letter.




          2. The Guarantor consents to the terms of the Revised 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 Revised Settlement Deferral Letter) plus accrued and unpaid
interest (as provided in the Revised Settlement Deferral Letter), and all other obligations now or
hereafter owing to Counterparty pursuant to the terms and conditions of the Revised Letter
Agreement (as amended and modified by the Revised 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 fort 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
Revised 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
Company and Counterparty



2









 







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 Revised 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 	 
	 	 	 
	 
















 





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]





 











 






REAFFIRMATION OF GUARANTY




          As
consideration for the agreements and covenants contained in that certain letter agreement
regarding Revised Settlement Deferral dated as of July 29, 2008
(the “Revised Settlement Deferral
Letter”), between J. Aron & Company
(“Counterparty”) and Coffeyvile 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 Revised Settlement Deferral Letter.




          2. The Guarantor consents to the terms of the Revised 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 Revised Settlement Deferral Letter)
plus accrued and unpaid interest (as provided in the Revised Settlement Deferral Letter), and all
other obligations now or hereafter owing to Counterparty pursuant to the terms and conditions of
the Revised Letter Agreement (as amended and modified by the Revised 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
Revised 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 Revised 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 	 
	 	 	 	 
	 




 











 





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


-2-









 






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





-3-











 




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:  	 	 	 



-4-