exv10w2






Exhibit 10.2




AMENDMENT TO THE

ISDA MASTER AGREEMENT AND SCHEDULE THERETO,

EACH DATED AS OF JUNE 24, 2005




     This Amendment to the ISDA Master Agreement (this “Amendment”) is made and entered into
effective as of May 29, 2009 between 

J. ARON & COMPANY (“Aron”) and COFFEYVILLE RESOURCES, LLC
(“Coffeyville”), (individually, a “Party” and collectively, the “Parties”);



WITNESSETH




     WHEREAS, Aron and Coffeyville are parties to that certain ISDA Master Agreement dated as of
June 24, 2005, including the Schedule and Confirmations incorporated therein by reference
(collectively, the “Agreement”);



     WHEREAS, in accordance with Section 9(b) of the Agreement, the Parties wish to amend certain
provisions of such Agreement;



     NOW, THEREFORE, the Parties agree as follows:




	1.	 	Additional Termination Event
	 
	 	 	Part 1(i)(ii) of the Schedule to the Agreement is amended by deleting the amount of
“US$150,000,000” in the third line thereof and replacing it with “US$60,000,000”.
	 
	2.	 	Representations.
	 
	 	 	Each Party represents to the other Party that all of the representations made in the
Agreement by such Party are true and correct as of the date of this Amendment and that such
representations are deemed to be given or repeated by such Party, as the case may be, as of
the date of this Amendment.
	 
	3.	 	Miscellaneous.






	 	(a)	 	Definitions. Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings specified for such terms in the Agreement.
	 
	 	(b)	 	Entire Agreement. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to its subject matter and supersedes all
oral communications and prior writings (except as otherwise provided herein) with
respect thereto.




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	 	(c)	 	Counterparts. This Amendment may be executed and delivered in counterparts
(including by facsimile or electronic transmission), each of which will be deemed an
original.
	 
	 	(d)	 	Survival. Except as specifically and explicitly amended hereby in this
Amendment, the Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof and nothing herein contained shall be
construed as a waiver or modification of existing rights under the Agreement, except
as such rights are expressly modified hereby.
	 
	 	(e)	 	Headings. The headings used in this Amendment are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Amendment.
	 
	 	(f)	 	Governing Law. This Amendment will be governed by, and construed and
enforced in accordance with, the laws of the State of New York without reference to
its choice of law doctrine.





[signature page follows]




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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by
their respective authorized officers as of the date appearing in the first paragraph of this
Amendment.



	 	 	 	 	 	 	 	 	 	 	 
	J. ARON & COMPANY	 	 	 	COFFEYVILLE RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Susan Rudov
	 	 	 	By:
	 	/s/ Edward Morgan	 	 
	Name:

	 	 

Susan Rudov
	 	 	 	Name:
	 	 

Edward Morgan
	 	 
	Title:

	 	Attorney in Fact
	 	 	 	Title:
	 	CFO	 	 
	Date:

	 	5/29/09
	 	 	 	Date:
	 	5/29/09	 	 







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