EX-10.13



 





Exhibit 10.13



PORTIONS
OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



J Aron &

Company | 85 Broad Street | New York, New York 10004
Tel:
212-902-1000



			
	 	 	Goldman 
Sachs





September 22, 2006




Coffeyville Resources Refining & Marketing, LLC

10 E. Cambridge Circle Drive

Kansas City, KS 66103




Attention:
Wyatt Jernigan






			
	Re:	 	Amendment 1 to the Crude Oil Supply Agreement dated as of December 23, 2005 between J. Aron &
Company (“J. Aron”) and Coffeyville Resources Refining & Marketing, LLC (“Coffeyville”)





Ladies and Gentlemen:



This is with reference to the above captioned agreement (the “Supply Agreement”). The purpose of
this letter is to set forth each party’s understanding to amend the terms and conditions of the
Supply Agreement in accordance with the provisions herein. Accordingly, the Supply Agreement shall
be amended as follows:





	 	(1)	 	Section 3.2 of the Supply Agreement is amended by adding the following at the end of
the first sentence thereof:
	 
	 	 	 	“; provided however that, with respect to the Initial Term, either party has until the
sixtieth (60th) day prior to the Expiration Date to deliver to the other
written notice of its election not to extend this Agreement”
	 
	 	(2)	 	All other provisions of the Supply Agreement not expressly amended herein shall
remain in full force and effect.




This amendment letter 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.





 









 








Coffeyville
Resources Refining & Marketing, LLC

September 22, 2006

Page 2


2

 

THIS AMENDMENT LETTER 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).




Very truly yours




	 	 	 	 	 
	J. ARON & COMPANY	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffery A. Resnick	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	Accepted and
agreed as of the _____day of

                                        , 2006	 	 
	 
	 	 	 	 
	COFFEYVILLE RESOURCES REFINING & MARKETING, LLC
	 
	 	 	 	 
	By:

	 	/s/ Stanley A. Riemann	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







 










 





 




EXECUTION COPY     




Crude Oil Supply Agreement




dated as of December 23, 2005,




between




J. Aron & Company




and




Coffeyville Resources Refining & Marketing, LLC




 









 





CRUDE OIL SUPPLY AGREEMENT



This Crude Oil Supply Agreement is made as of December 23, 2005, between J. Aron & Company
(“Supplier”), a general partnership organized under the laws of New York and located at 85 Broad
Street, New York, New York 10004, and Coffeyville Resources Refining & Marketing, LLC
(“Coffeyville”), a limited liability company registered under the laws of Delaware and located at
10 E. Cambridge Circle Dr., Kansas City, KS 66103 (each referred to individually as a “Party” or
collectively as the “Parties”).



WHEREAS, Coffeyville desires to have Supplier supply certain of the crude oil requirements of the
Refinery, beginning on the Commencement Date and throughout the Term of this Agreement;



WHEREAS, pursuant to the Temporary Assignment, Coffeyville is willing to temporarily assign to
Supplier, Coffeyville’s rights to utilize crude oil tankage at the Plains Marketing, L.P. Terminal
in Cushing, Oklahoma; and



WHEREAS, subject to the terms and conditions set forth below, Supplier is willing to supply crude
oil to the Refinery and accept a temporary assignment from Coffeyville of Coffeyville’s rights at
the Terminal pursuant to the Temporary Assignment;



NOW, THEREFORE, in consideration of the premises and the respective promises, conditions, terms and
agreements contained herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Supplier and Coffeyville do hereby agree as follows:




ARTICLE 1

DEFINITIONS AND CONSTRUCTION




     1.1 Definitions.



     For purposes of this Agreement, including the foregoing recitals, the following terms shall have
the meanings indicated below:



     “Adequate
Assurance” has the meaning specified in
Section 11.3(a).


     “Affected Party” has the
meaning specified in Section 15.1.


     “Affected Sale Contracts” has the meaning specified in
Section 15.3.



     “Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by
such Person, any entity that controls, directly or indirectly, such Person, or any entity directly
or indirectly under common control with such Person. For this purpose, “control” of any entity or
Person means ownership of a majority of the issued shares or voting power or control in fact of the
entity or Person.



 









 





     “Agreement” or “this Agreement” means this Crude Oil Supply Agreement, as may be amended,
modified, supplemented, extended, renewed or restated from time to time in accordance with the
terms hereof, including the Exhibits hereto.



     “Ancillary Costs” means all Crude Oil Purchase Costs other than Supply Costs and
Transportation Costs, including insurance (if not already covered by Transportation Costs), charges
imposed by a Governmental Authority, inspection fees, transfer taxes, and LC costs paid by Supplier
for letters of credit, if any, posted by Supplier in the event the WTI Barrel price exceeds $75 to
the extent, in Supplier’s reasonable judgment, such LC costs are attributable to the portion of
such WTI Barrel price
in excess of $75.



     “Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order,
writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative
interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental
Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in
each case as may be applicable to either Party or the subject matter of this Agreement.



     “Average Spread Adjustment” has the meaning specified in Section 10.1 (e).



     “Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation,
amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in
writing its inability generally to pay its debts as they become due, (iii) makes a general
assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes or
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or
a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its
winding-up, official management or liquidation, other than pursuant to a consolidation,
amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all
or substantially all of its assets, (vii) has a secured party take possession of all or
substantially all of its assets, or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all of its assets, (viii)
files an answer or other pleading admitting or failing to contest the allegations of a petition
filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event
with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing
events; or (x) takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing events.



     “Bankruptcy Code” means chapter 11 of Title 11, U.S. Code.


     “Barrel” means forty-two (42)
net U.S. gallons, measured at 60° F.



     “Base Interest Rate” means the lesser of LIBOR plus fifty (50) basis points and the maximum
rate of interest permitted by Applicable Law.



2









 





     “Broome Station” means the pump station owned by CRCT located near Caney, Kansas, approximately 22
miles west of the Refinery where the Plains pipeline delivers crude oil into the CRCT pipeline.



     “Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are
authorized or required to close in the State of New York.



     “Catastrophic Loss” means any loss resulting from a spill of Crude Oil from any vessel
chartered pursuant to this Agreement.



     “Closing” has the meaning specified in Section 2.1.



     “Closing Date” means a Business Day mutually agreed by the Parties, provided that if no such day is
mutually agreed by the Parties, the Closing Date shall be December 30, 2005.



     “Coffeyville” has the meaning specified in the preamble to this Agreement.


     “Commencement
Date” has the meaning specified in Section 3.1.



     “Confirmation” means a written communication confirming the terms of a Purchase Contract between
Supplier and a third party Counterparty, for the sale of Crude Oil containing, at a minimum, the
following terms: price, volume, quality, point of delivery to Supplier, date of delivery to
Supplier, identity of Counterparty and terms for non-performance.



     “Contracted Volumes” means, at any time and from time to time on and after the Closing
Date, the aggregate volumes of Crude Oil that are to be purchased or sold under Purchase Contracts
or Sale Contracts and are yet to be delivered to Coffeyville.



     “Counterparty”
has the meaning specified in Section 4.3(b).


     “CPT” means the prevailing time
in the Central time zone.


     “CRCT” means Coffeyville Resources Crude Transportation, LLC.



     “CRCT Pipeline” means the 16 inch crude oil pipeline operated by CRCT between Broome Station and
the Refinery.



     “Crude Oil” means all crude oil that Supplier purchases and sells to Coffeyville or for which
Supplier assumes the payment obligation pursuant to this Agreement. For clarity, Crude Oil does not
include Gathered Crude.



     “Crude Oil Gains and Losses” means any difference (positive or negative) for a stated
period between the volume of Crude Oil purchased by Supplier from one or more Counterparties and
the corresponding volume that is actually delivered to Coffeyville at the Delivery Point, which
results from in-transit gains and losses, including any spill, but excluding any Catastrophic Loss.



3









 





     “Crude Oil Purchase Costs” has the meaning specified in Section 6.1.



     “Current Exposure” means, as of any time, the aggregate Supply Cost for all Crude Oil that
has been delivered by Supplier to Coffeyville hereunder that remains unpaid as of such time, plus
all other amounts invoiced under Section 7.3 that remain unpaid as of such time, plus the positive
or negative mark-to-market exposure (as determined by Supplier in a commercially reasonable manner)
with respect to all Spread Adjustments that at such time have not been allocated to a Sale
Contract.



     “Cut-Off Date” means, for any calendar month, the penultimate day prior to the day on which the
NYMEX prompt month WTI contract for that month ceases trading.



     “Daily Carrying Value” has the meaning specified in Exhibit E.



     “Default Interest Rate” means the lesser of (i) the per annum rate of interest calculated
on a daily basis using the prime rate published in the Wall Street Journal for the applicable day
(with the rate for any day for which such rate is not published being the rate most recently
published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by
Applicable Law.



     “Defaulting Party” has the meaning specified in Section 17.2(a).



     “Delivery Point” means the outlet flange of the meter at the connection between the Plains Pipeline
System and the pipeline connection at Broome Station where the Crude Oil is withdrawn and pumped
into the CRCT Pipeline.



     “Designated Affiliate” means (i) in the case of Supplier, Goldman, Sachs & Co. or Goldman
Sachs Capital Markets, L.P. and (ii) in the case of Coffeyville, Coffeyville Resources, LLC.



     “Designated
Pricing Period” has the meaning specified in
Section 10.1 (a).




     “Eligible
Forms of Assurance” has the meaning specified in Section 11.3(b).



     “Environmental Law” means any existing or past Applicable Law, policy, judicial or
administrative interpretation thereof or any legally binding requirement that governs or purports
to govern the
protection of persons, natural resources or the environment (including the protection of ambient
air, surface water, groundwater, land surface or subsurface strata, endangered species or
wetlands), occupational health and safety and the manufacture, processing, distribution, use,
generation, handling, treatment, storage, disposal, transportation, release or management of solid
waste, industrial waste or hazardous substances or materials.



     “Event of Default” means an occurrence of the events or circumstances described in Section
17.1.



     “Expiration Date” has the meaning specified in Section 3.1.



4









 





     “Extension Term” has the meaning specified in Section 3.2.



     “Fixed
Supply Service Fee” means the fee of (***) per Barrel of Crude Oil payable by
Coffeyville to Supplier pursuant to Section 8.1.



     “Forbearance Period” has the meaning specified in Section 17.3(a).



     “Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires,
earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of
natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss;
strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty
could be settled by acceding to any demands of any such labor group of individuals and whether or
not involving employees of Coffeyville or Supplier); accidents at, closing of, or restrictions upon
the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or
transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage
plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether
declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the
public enemy; any act or omission of any Governmental Authority; good faith compliance with any
order, request or directive of any Governmental Authority; curtailment, interference, failure or
cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably
beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable
or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to
avoid or overcome. Solely for purposes of this definition, the failure of any Counterparty to
deliver Crude Oil pursuant to any Purchase Contract, whether as a result of Force Majeure as
defined above, breach of contract by such Counterparty or any other reason, shall constitute an
event of Force Majeure for Supplier with respect to the related Sale Contract or Contracts.



     “Gap
Barrels” has the meaning specified in
Section 7.3(c).



     “Gathered Crude” has the meaning
specified in Section 4.1.



     “Governmental Authority” means any federal, state, regional, local, or municipal
governmental body, agency, instrumentality, authority or entity established or controlled by a
government or subdivision thereof, including any legislative, administrative or judicial body, or
any person purporting to act therefor.



     “Indemnified Party”
has the meaning specified in Section 19.3.




     
“Indemnifying Party”
has the meaning specified in Section 19.3. 



     
“Initial Term” has the meaning specified in
Section 3.1.



     “Inventories” means the Crude Oil inventories that Supplier owns in connection with the purchase of
Crude Oil for supply to Coffeyville, wherever located, including in the Terminal, in a Pipeline
System or loaded upon vessels.



5









 





     “LC” means a standby letter of credit in the form of Exhibit D hereto or in such other form
and substance reasonably satisfactory to Supplier, in favor of Supplier, issued or confirmed by
banks reasonably acceptable to Supplier.



     “Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments,
interests, fines, penalties, costs and expenses (collectively,
“Costs”) of any kind (including
reasonable attorneys’ fees and other fees, court costs and other disbursements), including any
Costs directly or indirectly arising out of or related to any suit, proceeding, judgment,
settlement or judicial or administrative order and any Costs arising from compliance or
non-compliance with Environmental Law.



     “LIBOR” means, as of the date of any determination, the London Interbank Offered Rate for one-month
U.S. dollar deposits appearing on Page 3750 of the Telerate screen (or any successor page) at
approximately 11:00 a.m. (London time). If such rate does not appear on Page 3750 of the Telerate
screen (or otherwise on such screen), LIBOR shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as Supplier may select or, in
the absence of such availability, by reference to the rate at which Supplier is offered one-month
U.S. dollar deposits at or about 11:00 a.m. (London time) in any interbank eurodollar market where
its eurodollar and foreign currency and exchange operations are then being conducted, LIBOR shall
be established on the first day on which a determination of the interest rate is to be made under
this Agreement and shall be adjusted daily based on the one-month LIBOR quotes made available
through the foregoing sources.



     “Liquidated
Amount” has the meaning specified in Section 17.2(b).



     “Margin Interest Rate” means LIBOR.



     “Maximum
Volume” means (***) net Barrels per day.



     “Monthly Delivery Schedule” means a document that describes the various grades and volumes
of Crude Oil to be processed on a daily basis by Coffeyville during a particular month.



     “Monthly
Spread Quantity” has the meaning specified in
Section 10.1(e).



     “Monthly
True-Up Payment” has the meaning specified in Section 7.3(b).



     “Net Carrying Cost” has the meaning specified in Section 8.2(b).



     “Net Carrying Value” has the meaning specified in
Section 8.2(b).



     “Non-Affected Party” has the meaning specified in Section 15.1.



     “Non-Defaulting Party” has the meaning specified in Section 17.2(a).



     “NYMEX” means the New York Mercantile Exchange.



6









 




     “Party” or “Parties” has the meaning specified in the preamble to this Agreement.



     “Person” means an individual, corporation, partnership, limited liability company, joint venture,
trust or unincorporated organization, joint stock company or any other private entity or
organization, Governmental Authority, court or any other legal entity, whether acting in an
individual, fiduciary or other capacity.



     “Pipeline Operator” means the entity that schedules and tracks Crude Oil in a Pipeline
System.



     “Pipeline System” means the Seaway Pipeline System, the Plains Pipeline System or any other
pipeline that may be used to transport Crude Oil to the Plains Tankage or to the Refinery.



     “Plains” means Plains Pipeline, L.P.



     “Plains Marketing” means Plains Marketing, L.P.



     “Plains Pipeline System” means the crude oil pipeline transportation system and related
facilities located between Cushing, Oklahoma and Broome Station that are owned and operated by
Plains, including the pipeline, injection stations, breakout storage tanks, crude oil receiving and
delivery facilities and any associated or adjacent facility.







     “Plains
Tankage” means the tanks for storage and throughput of Crude Oil owned and operated by
Plains Marketing at the Terminal in connection with which Plains Marketing provides crude oil
storage, blending and terminaling services for Coffeyville pursuant to the Terminaling Agreement.







     “Potential Event of Default” means any Event of Default, which with notice or the passage
of time, would constitute an Event of Default.



     “Purchase
Contract” has the meaning specified in Section 4.3(b).



     “Refinery” means the petroleum refinery located in Coffeyville, Kansas and all of the related
facilities owned and operated by Coffeyville in or near Coffeyville, Kansas, including the
processing, storage, receiving, loading and delivery facilities, piping and related facilities,
together with existing or future modifications or additions, and any associated or adjacent
facility that is used by Coffeyville to carry out the terms of this Agreement.



     “Roll
Pricing Period” has the meaning specified in Section 10.1(d).



     “Sale
Confirmation” has the meaning specified in Section 4.4(b).



     “Sale
Contract” has the meaning specified in Section 4.3(e).



     “Seaway” means the Seaway Crude Pipeline Company.



7









 





     “Seaway Pipeline System” means the crude oil pipeline transportation system and
related facilities located between Seaway Crude Pipeline’s wharfage facilities, Freeport, Texas,
and Cushing, Oklahoma that are owned by Seaway Crude Pipeline Company and operated by TEPPCO Crude
Pipeline, L.P., including the pipeline, injection stations, breakout storage tanks, crude oil
receiving and delivery facilities and any associated or adjacent facility.



     “Services” means the supply and sale by Supplier to Coffeyville of Crude Oil for processing at the
Refinery and such other services that may be rendered by Supplier as described in this Agreement.



     “Settlement
Amount” has the meaning specified in
Section 17.2(a).



     
“Shortfall
Amount” has the meaning specified in Section 10.1(e).



     “Specified Indebtedness” means any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) of Coffeyville in respect of borrowed money.



     “Specified Indebtedness Event of Default” means an Event of Default of the type referred to
in Section 17.1(i).



     “Specified Transaction” means (a) any transaction (including an agreement with respect
thereto) now existing or hereafter entered into between Supplier (or any Designated Affiliate of
Supplier) and Coffeyville (or any Designated Affiliate of Coffeyville) (i) which is a rate swap
transaction, swap
option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot
transaction, equity or equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option, weather swap,
weather derivative, weather option, credit protection transaction, credit swap, credit default
swap, credit default option, total return swap, credit spread transaction, repurchase transaction,
reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or
forward purchase or sale of a security, commodity or other financial instrument or interest
(including any option with respect to any of these transactions) or (ii) which is a type of
transaction that is similar to any transaction referred to in clause (i) that is currently, or in
the future becomes, recurrently entered into the financial markets (including terms and conditions
incorporated by reference in such agreement) and that is a forward, swap, future, option or other
derivative on one or more rates, currencies, commodities, equity securities or other equity
instruments, debt securities or other debt instruments, or economic indices or measures of economic
risk or value, (b) any combination of these transactions and (c) any other transaction identified
as a Specified Transaction in this agreement or the relevant confirmation; provided that, without
limiting the generality of the foregoing, Specified Transaction shall
include any “Transaction”
that is subject to the ISDA Master Agreement, dated as of June 24, 2005, between Supplier and
Coffeyville Resources, LLC.



     “Specified Transaction Event of Default” means an Event of Default of the type referred to
in Section 17.1(e).



8









 





     “Spread
Account” has the meaning specified in
Section 10.1(c).



     
“Spread Adjustment”
has the meaning specified in Section 10.1(c).



     (***)



     “Supply
Cost” has the meaning specified in Section 7.2.



     “Supplier” has the meaning specified in the preamble to this Agreement.



     ‘Tax”
or ‘Taxes” has the meaning specified in Section 13.1.



     “Temporary Assignment” means that agreement among Supplier, Coffeyville and Plains
Marketing, pursuant to which the Terminalling Agreement is temporarily assigned by Coffeyville to
Supplier in accordance with the terms of the Temporary Assignment, substantially in the form
attached hereto as Exhibit A.



     “Term” means the Initial Term and any Extension Term.



     “Terminal”
means the crude oil storage terminal and related facilities located
in Cushing, Oklahoma
that is owned and operated by Plains Marketing.



     “Terminalling Agreement” means that agreement dated December 10, 2004, between Plains
Marketing and Coffeyville pursuant to which Plains Marketing provides crude oil storage, blending
and terminaling services for Coffeyville at the Terminal.



     “Termination Amount” means, without duplication, the total net amount owed by one Party to
the other Party upon termination of this Agreement under Section 18.1.



     “Termination Date” has the meaning specified in Section 18.1.



     “Trade
Date” means the date upon which Supplier and a Counterparty have entered into a binding
Purchase Contract as contemplated by Section 4.3(d), which shall
also be the “Trade Date” with
respect to the corresponding Sale Contract entered into by Supplier and Coffeyville pursuant to
Section 4.3(e).



     “Transportation Costs” means all ocean freight expenses and other expenses associated with
waterborne movements, lighter costs, importation costs, shipping insurance, and
pipeline/terminalling charges.



     “Transaction Guidelines” has the meaning specified in Section 4.3(b).



     “Undrawn LCs” means, as of any date, the aggregate amount that Supplier may draw as of such date
under all outstanding LCs then held by Supplier as credit support for the performance of
Coffeyville’s obligations hereunder; provided that, for purposes of this



9









 




definition, the available amount under any LC that expires 30 days or less after such date shall be
deemed to be zero.




     “WTI” means West Texas Intermediate crude oil and any crude oil meeting the specifications of the
NYMEX WTI futures contract for delivery at Cushing, Oklahoma.



     1.2 Construction of Agreement.




     (a) Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of
this Agreement and all Exhibits are incorporated herein.




     (b) All headings herein are intended solely for convenience of reference and shall not affect the
meaning or interpretation of the provisions of this Agreement.




     (c)
Unless expressly provided otherwise, the word “including” as used herein does not limit the
preceding words or terms and shall be read to be followed by the
words “without limitation” or
words having similar import.




     (d) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean
calendar days, weeks, months and quarters, respectively.




     (e) Unless expressly provided otherwise, references herein to “consent” mean the prior written
consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.




     (f) A reference to any Party to this Agreement or another agreement or document includes the
Party’s permitted successors and assigns.




     (g) Unless the contrary clearly appears from the context, for purposes of this Agreement, the
singular number includes the plural number and vice versa; and each gender includes the other
gender.




     (h) Except where specifically stated otherwise, any reference to any Applicable Law or agreement
shall be a reference to the same as amended, supplemented or re-enacted from time to time.




     (i) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement.



     1.3 The Parties acknowledge that they and their counsel have reviewed and revised this
Agreement and that no presumption of contract interpretation or construction shall apply to the
advantage or
disadvantage of the drafter of this Agreement.



10









 





ARTICLE 2

CLOSING




     2.1 The Closing. The closing of the transactions contemplated by this Agreement and
the Temporary Assignment (the “Closing”) shall take place on the Closing Date. Subject to the
satisfaction or waiver of the conditions set forth in Section 2.2 on or prior to the Closing Date,
this Agreement shall become binding upon and enforceable against the Parties on the Closing Date.



     2.2 Deliveries at Closing.




     (a) At Closing, Coffeyville shall execute and deliver or cause to be executed and delivered:




     (i) The Temporary Assignment; and




     (ii) Such other certificates, documents and instruments as may be reasonably necessary to
consummate the transactions contemplated herein.




     (b)
At Closing, Supplier shall execute and deliver or cause to be executed and delivered:




     (i) The Temporary Assignment; and




     (ii) Such other documents and instruments as may be reasonably necessary to consummate the
transactions contemplated herein.



ARTICLE 3

TERM OF AGREEMENT




     3.1 Initial Term. Provided this Agreement shall have become binding upon and enforceable
against the Parties on the Closing Date pursuant to Section 2.1, the term of this Agreement shall
commence at 12:01 a.m. CPT on January 1, 2006 (the
“Commencement Date”) and shall continue for one
year from the Commencement Date (the “Initial Term;” the last day of such Initial Term being herein
referred to as the “Expiration Date,” subject to
Section 3.2 below).



     3.2
Extension. Unless either Party has delivered to the other a written notice at
least ninety (90) days prior to the Expiration Date then in effect of its election not to extend
this Agreement pursuant to this Section, the Expiration Date shall, 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;” the
final day of such Extension Term becoming the “Expiration Date”). In the event either party
elects not to extend the then-applicable Expiration Date in accordance with this Section, the
Parties shall perform their obligations relating to termination pursuant to Article 18.



11









 





ARTICLE 4

SUPPLIER SALES OF CRUDE OIL TO COFFEYVILLE




     4.1
Sale of Crude Oil, During the Term of this Agreement, Supplier shall be the
exclusive supplier of Crude Oil to the Refinery, other than the crude oil (collectively referred to
as “Gathered Crude”) that Coffeyville acquires in Kansas, Missouri, Oklahoma, Wyoming and all
states adjacent to Kansas, Missouri, Oklahoma and Wyoming. Crude Oil supplied under this Agreement
shall be solely for use at the Refinery. On and after the Commencement Date, in accordance with
Supplier’s obligation to purchase Crude Oil hereunder and provided it has actually received such
Crude Oil from a Counterparty, Supplier agrees to sell and deliver to Coffeyville, and Coffeyville
agrees to purchase and receive, the Refinery’s requirements for Crude Oil (other than Gathered
Crude) as set forth herein. Subject to Section 4.10, Supplier shall sell the Crude Oil to
Coffeyville at the Delivery Point in volumes as Coffeyville may require for processing in the
Refinery. Notwithstanding anything to the contrary in this Section 4.1, if, as a result of
Supplier’s default hereunder, Supplier does not timely deliver in accordance with the Monthly
Delivery Schedule any volumes required by Coffeyville for processing at the Refinery, Coffeyville
shall have the full and complete right to acquire such volumes of Crude Oil from any Person for
processing in the Refinery and this Agreement shall not apply to such purchases by Coffeyville.
Notwithstanding anything to the contrary in this Section 4.1, if, as result of
Coffeyville’s default hereunder, Supplier has elected to exercise its right not to supply Crude Oil
to Coffeyville, Coffeyville shall have the full and complete right to acquire from any Person any
volumes of Crude Oil required by Coffeyville for processing at the Refinery and this Agreement
shall not apply to such purchases by Coffeyville except that, for each Barrel of Crude Oil acquired
by, or on behalf of, Coffeyville pursuant to this sentence, Coffeyville shall owe to Supplier an
amount equal to the Fixed Supply Service Fee, which Supplier may invoice to Coffeyville pursuant to
Section 7.3(c); provided, that, the payment of such Fixed Supply Service Fee shall in no way affect
Supplier’s rights hereunder or otherwise with respect to such default by Coffeyville.



     4.2 Title Risk of Loss and Custody, Title to and risk of loss of the Crude Oil shall
pass from Supplier to Coffeyville at the Delivery Point. Coffeyville shall assume custody of the
Crude Oil as it passes the Delivery Point. Before custody transfer, Supplier shall be solely
responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining
to the possession, handling, use and processing of such Crude Oil and shall indemnify and hold
harmless Coffeyville, its Affiliates and their agents, representatives, contractors, employees,
directors and officers, for all Liabilities directly or indirectly arising therefrom except to the
extent such Liabilities are caused by or attributable to any of the matters for which Coffeyville
is indemnifying Supplier pursuant to Section 19.2. At and after custody transfer at the Delivery
Point, Coffeyville shall be solely responsible for compliance with all Applicable Laws, including
all Environmental Laws, pertaining to the possession, handling, use and processing of such Crude
Oil and shall indemnify and hold harmless Supplier, its Affiliates and their agents,
representatives, contractors, employees, directors and officers, for all Liabilities directly or
indirectly arising therefrom. Notwithstanding anything to the contrary herein, Supplier and
Coffeyville agree that Coffeyville shall have an insurable interest in Crude Oil that is subject to
a Purchase Contract and that Coffeyville may, at its election and with prior notice to Supplier,
endeavor to insure the Crude Oil. If pursuant to the terms of this Agreement, Coffeyville bears
the loss of any Crude Oil, then any insurance payment to Supplier made to



12









 




cover same shall be promptly paid over by Supplier to Coffeyville. Notwithstanding anything
to the contrary herein, any Crude Oil Gains and Losses shall be borne by and for the account of
Coffeyville and any Catastrophic Loss shall be borne by and for the account of Supplier.




     4.3
Acquisition of Crude Oil.




     (a) From time to time during the term of this Agreement, Coffeyville shall endeavor to
identify quantities of Crude Oil that Coffeyville wishes to have Supplier acquire and resell to
Coffeyville for processing at the Refinery. Coffeyville shall, in accordance with the procedures
set forth below,
agree to the quantity and quality of any Crude Oil acquired by Supplier for resale to Coffeyville
prior to Supplier’s agreeing to any such acquisition of Crude Oil from any Counterparty. The
failure of any Crude Oil that Supplier hereunder sells to Coffeyville to meet the specifications or
other quality requirements applicable thereto as stated in Supplier’s Purchase Contract for that
Crude Oil shall be for the sole account of Coffeyville and shall not entitle Coffeyville to any
reduction in the amounts due by it to Supplier hereunder; provided, however, that any claims made
by Supplier with respect to such non-conforming Crude Oil shall be for Coffeyville’s account and
resolved in accordance with Section 4.6.




     (b) Coffeyville shall negotiate and liaise with respect to Crude Oil purchases in accordance with
the guidelines (the “Transaction Guidelines”) attached hereto as Exhibit B and as otherwise
provided in this Agreement. The Transaction Guidelines authorize certain of Coffeyville’s
employees to discuss and negotiate with Crude Oil suppliers (each a
“Counterparty” and
collectively, “Counterparties”) the terms and conditions of contracts to purchase Crude Oil (each,
a “Purchase Contract”) on Supplier’s behalf. Attached to the Transaction Guidelines is a list of
Counterparties with whom Coffeyville is authorized to negotiate purchases of Crude Oil. The list of
Counterparties may be modified by Supplier from time to time effective upon written notice by
Supplier to Coffeyville; provided, that, Supplier shall not remove any Counterparty from such list
if at such time Supplier is willing to enter into crude oil purchase and sale transactions with
such Counterparty on Supplier’s own behalf as part of its ongoing general crude oil business.
Notwithstanding anything in this Section 4.3 (b) to the contrary, if Coffeyville determines, in its
reasonable judgment, that the operational necessities of the Refinery require the Refinery to run a
particular volume of Crude Oil that is available from a Counterparty not on Supplier’s approved
list of Counterparties, then Coffeyville may execute a contract to acquire such Crude Oil and
promptly thereafter Coffeyville shall enter into a Purchase Contract with Supplier under Section
4.3(d) pursuant to which it shall sell such Crude Oil to Supplier and Supplier and Coffeyville
shall enter into a corresponding Sale Contract under Section 4.3(e) under which Supplier shall sell
such Crude Oil to Coffeyville; provided that in such event, Supplier shall have no responsibility
prior to the sale of such Crude Oil by Coffeyville to Supplier, but on or after the sale of such
Crude Oil to Supplier, the terms and conditions of this Agreement shall have full force and effect.




     (c) The terms and conditions of each Purchase Contract must conform in all material respects to the
Transaction Guidelines unless, prior to entering into such Purchase Contract, Supplier approves any
material deviation from the Transaction



13









 







Guidelines. Without limiting the generality of the foregoing, Coffeyville will not negotiate
any Purchase Contract with a delivery period occurring after the second month following the
expected Trade Date of such Purchase Contract or occurring later than the then current Expiration
Date hereof.




     (d) Coffeyville shall have no authority to bind Supplier to, or enter into on Supplier’s behalf,
any Purchase Contract. If Coffeyville has negotiated an offer from a Counterparty for a quantity of
Crude Oil that Coffeyville wishes to have Supplier acquire, Coffeyville may indicate to such
Counterparty the conditional acceptance of such offer, which shall be specifically subject to
obtaining the agreement of Supplier to such offer. Promptly after giving such conditional
acceptance, Coffeyville shall apprise Supplier in writing of the terms of such offer and Supplier
shall promptly determine and advise Coffeyville as to whether Supplier agrees to accept such offer.
If Supplier indicates its desire to accept such offer, then Supplier shall promptly formally
communicate its acceptance of such offer directly to such Counterparty (with a copy to
Coffeyville), resulting in a binding Purchase Contract between
Supplier and Counterparty.




     (e) Concurrently with Supplier’s agreement to any Purchase Contract, Coffeyville and
Supplier shall automatically, and without any further action by either party, be deemed to have
entered into a forward contract under which Supplier is selling and Coffeyville is acquiring the
same quantity of Crude Oil identified in such Purchase Contract
(each, a “Sale Contract”). The
price per Barrel under each Sale Contract shall be (***). The delivery period for the Crude Oil subject to a Sale Contract shall be determined in
accordance with the Monthly Delivery Schedule prepared by Coffeyville and Supplier, and shall
otherwise be subject to the terms and conditions of this Agreement. Unless otherwise expressly
stated in the confirmation for a Sale Contract, the terms and conditions of this Agreement shall
apply to the sale transaction that is subject thereto.



     4.4.
Contract Documentation, Confirmations and Conditions.




     (a) Each Purchase Contract will be documented and confirmed between Supplier and the relevant
Counterparty in such manner as they elect.




     (b) Promptly after entering into a Sale Contract, Supplier shall prepare and provide to Coffeyville
via facsimile or electronic transmission the confirmation for such
Sale Contract (a “Sale
Confirmation”), which shall be substantially in the form of
Exhibit F. The terms of such
Sale Confirmation shall be binding on the Parties absent manifest error. The terms of this
Agreement shall apply to any Sale Contract evidenced by a Sale Confirmation, except to the extent
expressly agreed otherwise in such Sale Confirmation.




     (c) Notwithstanding any failure of Supplier to provide a Sale Confirmation with respect to a Sale
Contract or Coffeyville to agree thereto, the Parties shall be bound by



14









 







the terms of such Sale Contract, which shall be a legally binding contact between the
Parties from the moment it is deemed entered into pursuant to Section 4.3(e) above.




     (d) Supplier’s obligations to deliver Crude Oil under this Agreement and each of the Sale Contracts
shall be subject to (i) Coffeyville’s identifying and negotiating potential Purchase Contacts that
are acceptable to Supplier relating to a sufficient quantity of Crude Oil to meet the Refinery’s
requirements and (ii) Coffeyville’s performing its obligations hereunder with respect to pipeline
nominations, vessel chartering (to the extent of Coffeyville’s obligations under Section 4.8 to
give timely notifications and consents) and Crude Oil blending in a timely, competent and efficient
manner.



     4.5
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTY OF TITLE WITH
RESPECT TO CRUDE OIL DELIVERED HEREUNDER, SUPPLIER MAKES NO WARRANTY, CONDITION OR OTHER
REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL FOR ANY PARTICULAR PURPOSE OR OTHERWISE.
FURTHER, SUPPLIER MAKES NO WARRANTY OR REPRESENTATION THAT THE CRUDE OIL CONFORMS TO THE
SPECIFICATIONS IDENTIFIED IN SUPPLIER’S CONTRACT WITH THE COUNTERPARTY.



     4.6
Claims Handling.




     (a) The Parties shall consult with each other and coordinate how to handle and resolve any claims
arising in the ordinary course of business (including claims related to Crude Oil, pipeline or
ocean transportation, and any dispute, claim, or controversy arising hereunder between Supplier
and any of its vendors who supplies goods or services in conjunction with Supplier’s performance of
its obligations under this Agreement) made by or against Supplier. In all instances wherein claims
are made by a third party against Supplier which will be for the account of Coffeyville,
Coffeyville shall have the right, subject to Section 4,6(b), to either direct Supplier to take
commercially reasonable actions in the handling of such claims or assume the handling of such claim
in the name of Supplier,
all at Coffeyville’s cost and expense. To the extent that Coffeyville believes that any claim
should be made by Supplier for the account of Coffeyville against any third party (whether a
Counterparty, terminal facility, pipeline, storage facility or otherwise), and subject to Section
4.6(b), Supplier will take any commercially reasonable actions as requested by Coffeyville either
directly, or by allowing Coffeyville to do so, to prosecute such claim all at Coffeyville’s cost
and expense and all recoveries resulting from the prosecution of such claim shall be for the
account of Coffeyville. Supplier shall, in a commercially reasonable manner, cooperate with
Coffeyville in prosecuting any such claim and shall be entitled to assist in the prosecution of
such claim at Coffeyville’s expense.




     (b) Notwithstanding anything in Section 4.6(a) to the contrary, Supplier may notify Coffeyville
that Supplier is retaining control over the resolution of any claim referred in Section 4.6(a) if
Supplier, in its reasonable judgment, has determined that it has commercially reasonable business
considerations for doing so based on any relationships that Supplier or any of its Affiliates had,
has or may have with the third



15









 







party involved in such claim; provided that, subject to such considerations, Supplier shall use
commercially reasonable efforts to resolve such claim, at Coffeyville’s expense and for
Coffeyville’s account. In addition, any claim that is or becomes subject of Article 19 shall be
handled and resolved in accordance with the provisions of Article 19.



     4.7
Pipeline Nominations.




     (a) Prior to the beginning of a month, Supplier shall be responsible for making pipeline and
terminal nominations for that month; provided that, Supplier’s obligation to make such nominations
shall be conditioned on its receiving from Coffeyville the Monthly Delivery Schedule for that month
a sufficient number of days prior to the beginning of that month so that Supplier can make such
nominations within the lead times required by such pipelines and terminals. Coffeyville shall
be responsible for performing all other nominating and scheduling activities relating to the Crude
Oil subject to this Agreement, including without limitation those nominating and scheduling
activities described on Exhibit C to this Agreement. In the event such nominating and
scheduling activities relating to the Crude Oil are required by pipelines or terminals to be made
by Supplier, Coffeyville shall provide to Supplier information in a timely manner in order to make
such nominations or other scheduling actions. Supplier shall not be responsible if a Pipeline
System is unable to accept Supplier’s nomination or if the Pipeline System must allocate Crude Oil
among its shippers.




     (b) Coffeyville shall have direct contact with the Terminal and pipeline personnel and will
direct, as Supplier’s agent, the daily transportation and blending of Crude Oil in the Terminal.



     4.8
Vessel Chartering. Supplier shall be responsible for vessel chartering. Supplier will
advise Coffeyville from time to time of vessel chartering opportunities, and shall recommend to
Coffeyville if, in Supplier’s reasonable opinion, Coffeyville should authorize the chartering of a
particular vessel. Upon such authorization from Coffeyville, Supplier shall use commercially
reasonable efforts to charter such vessel. Coffeyville shall be permitted hereunder to recommend to
Supplier from time to time particular vessel chartering opportunities which become known to
Coffeyville. To the extent that Supplier agrees that a particular vessel chartering opportunity
recommended by Coffeyville is reasonable, Supplier shall use commercially reasonable efforts to
charter such vessel. Subject to Coffeyville’s prior consent, Supplier shall make all nominations of
vessels and shall negotiate all chartering aspects with the relevant charterparties, including any
inspection rights and insurance provisions, and shall otherwise take any and all actions required
for the ocean transportation of the Crude Oil. Coffeyville shall give Supplier sufficient advance
notice of its chartering requirements to permit Supplier’s timely review and execution thereof.
Supplier’s arrangements pursuant to this Section shall be subject to Coffeyville’s prior consent
and standard receiving terminal approval. Supplier shall promptly
document and research all
demurrage claims; provided, however, that the
settlement of demurrage claims will be in accordance with Section 4.6. In meeting its
obligations under this Section, Supplier shall use its commercially reasonable efforts to recommend
vessel charters to Coffeyville that are at reasonably competitive rates taking into account
safety, reliability and other relevant considerations. Notwithstanding the foregoing, each
vessel chartered or used for transport of



16









 




Crude Oil by Supplier shall satisfy the following chartering standards: (i) a vessel shall be a
maximum of 20 years old, although vessels no older than 15 years are preferred and the Parties
should use commercially reasonable efforts to have such 15-year old or younger vessels constitute
the substantial majority of the vessels chartered hereunder, (ii) a vessel shall at the time it is
chartered have been approved by the vetting departments of at least two major oil companies,
although Supplier may in its discretion accept vessels that have been approved by the vetting
department of one major oil company, (iii) a vessel shall be ISPS compliant when chartered and
shall remain so for the period of the charter, (iv) a vessel shall carry a minimum of
$1,000,000,000 in pollution coverage, and (v) a vessel shall otherwise comply with any local and/or
country requirements that apply to such vessel and any requirements of a Counterparty. To the
extent that Coffeyville is sharing a vessel on a co-freight basis, the cost of the vessel charter
shall be shared proportionately between the owners of the Crude Oil. If rebates or cost reductions
of any type are received by or due to Supplier for any reason related to a particular vessel
charter, such rebates or price reductions shall be for the account of Coffeyville.




     4.9
Copies of Communications. Each Party shall promptly provide to the other
copies of any and all written communications and documents between it and any third party which in
any way relate to the transactions contemplated by this Agreement, including written communications
and documents with Pipeline Systems, Counterparties and/or any communications and
documents related to the nominating, scheduling and/or chartering of vessels.



     4.10
Monthly Delivery Schedule. Prior to the 25th day of each month, the Parties shall
consult regarding the Monthly Delivery Schedule for the following month period. Coffeyville shall
provide to Supplier the Monthly Delivery Schedule on or prior the 25th day of the month
for the following calendar month, which Monthly Delivery Schedule may be adjusted as required for
operational purposes during such calendar month.



     4.11
Maximum Daily Volume. Based on normal operating conditions at the Refinery and in the
absence of a Force Majeure affecting the Refinery, the maximum daily volume of Crude Oil to be
supplied by Supplier to the Delivery Point shall not exceed the Maximum Volume.



     4.12
Acknowledgment. Coffeyville acknowledges and agrees that (1) Supplier is a
merchant of Crude Oil and may, from time to time, be dealing with prospective Counterparties, or
pursuing trading or hedging strategies, in connection with aspects of Supplier’s business which are
unrelated hereto and that such dealings and such trading or hedging strategies may be different
from or opposite to those being pursued by or for Coffeyville, (2) Supplier may, in its sole
discretion, determine whether to advise Coffeyville of any potential transaction with a
Counterparty and prior to advising Coffeyville of any such potential transaction Supplier may, in
its discretion, determine not to pursue such transaction or to pursue such transaction in
connection with another aspect of Supplier’s business and Supplier shall have no liability of any
nature to Coffeyville as a result of any such determination, (3) Supplier has no fiduciary or trust
obligations of any nature with respect to the Refinery or Coffeyville, (4) Supplier may enter into
transactions and purchase oil for its own account or the account of others at prices more favorable
than those being paid by Coffeyville hereunder and (5) nothing herein shall be construed to prevent
Supplier, or any of its partners, officers, employees or Affiliates, in any way



17









 




from purchasing, selling or otherwise trading in crude oil or any other commodity for its or
their own account or for the account of others, whether prior to, simultaneously with or subsequent
to any transaction under this Agreement.




ARTICLE 5

RESALE OF CRUDE OIL




     5.1
Resale of Crude Oil. Prior to the delivery of Crude Oil to the Delivery Point,
Coffeyville may direct that Supplier sell Crude Oil on Coffeyville’s behalf to a third-party
purchaser and any gains or losses from such sales shall be for the account of Coffeyville; provided
that, in determining any such gain or loss, Supplier shall (i) allocate from the Spread Account any
Average Spread Adjustment that, had such Crude Oil been delivered to Coffeyville on the then
expected schedule, would have been applied to the per Barrel price invoiced to Coffeyville, it
being further agreed that if such Average Spread Adjustment cannot then be determined, Supplier
will make such allocation from the Spread Account in a commercially reasonable manner based on the
items then reflected in such account, and (ii) Supplier shall include a charge to Coffeyville equal
to the product of the Fixed Supply Service Fee and the number of Barrels of Crude Oil sold to such
third-party purchaser.



ARTICLE 6

CRUDE OIL PURCHASE COSTS




     6.1
Payment Responsibility. Supplier shall be responsible for paying Counterparty
invoices for the Crude Oil as well as for ocean-going freight, inspection fees, any charges (other
than Taxes) imposed by a Governmental Authority, wharfage and dock fees, vessel demurrage, port
expenses and ship’s agent fees, import charges, waterborne insurance premiums, fees and expenses,
broker’s fees (as agreed upon by the Parties), load port charges and liabilities (such liabilities
not to include any liabilities resulting from a Catastrophic Loss), pipeline
transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling
charges, blending, tankage and throughput charges, pipeline, demurrage, customs duties and user
fees, superfund, merchandise processing, harbor maintenance fees, and any other fees imposed on
Supplier. All such costs paid by Supplier shall be treated as
“Crude Oil Purchase Costs.”
for which Coffeyville shall reimburse Supplier as provided in Section 7.3. Supplier shall promptly
provide Coffeyville copies of all Counterparty and vendor invoices. All refunds or adjustments of
any type received by Supplier related to the Crude Oil Purchase Costs shall be a part of the
Monthly True-Up Payment.



     6.2
Crude Oil Gains and Losses. All Crude Oil Gains and Losses not covered by a
Pipeline System tariff shall be for Coffeyville’s account and shall be handled in accordance with
Section 4.6. With respect to Crude Oil Gains and Losses which are covered by a Pipeline System
tariff, Supplier shall pass through to Coffeyville the positive value of any such Crude Oil gains
and the negative value of any such Crude Oil losses provided for by the applicable Pipeline System
tariff by adding or deducting, as appropriate, such amount to or from the Monthly True-Up Payment.



18









 





ARTICLE 7

PURCHASE PRICING AND DAILY INVOICING OF CRUDE OIL




     7.1
Determination of Volumes. The volumes of Crude Oil sold to Coffeyville shall be
determined by reference to the volumes actually invoiced by the Counterparties to Supplier. During
the Term of this Agreement, if a volume of Crude Oil is borrowed by Coffeyville from any entity for
blending purposes, such borrowed volume of Crude Oil shall be repaid to the lender of such volume
within a
reasonable period of time, and such Crude Oil for repayment of borrowed volumes shall be acquired
pursuant to the terms of this Agreement.



     7.2
Purchase Price and Settlement of Crude Oil Sales. The price of the Crude Oil
sold to Coffeyville shall equal (***).



     7.3
Payment Terms.




     (a)
Provisional Payment. Supplier shall provide Coffeyville with invoices (which may be
transmitted electronically) for the daily volumes of Crude Oil delivered or expected to be
delivered on each of the Flow Dates listed on Exhibit H hereto. For purposes hereof, a Flow
Date shall refer to the twenty four (24) hour period ending at 8:00 a.m. CPT on the calendar day
immediately following such Flow Date (e.g., the Flow Date for January 2, 2006 is the 24 hour period
starting at 8:00 a.m. CPT on January 2, 2006 and ending at 8:00 a.m. CPT on January 3, 2006). Each
Flow Date that is designated on Exhibit H with an asterisk (*) shall be a “Prepaid Flow Date.” Each
Flow Date that is not a Prepaid Flow Date shall be a “Delivered Flow Date.” By 12:00 noon CPT on
each Business Day, Coffeyville shall provide Supplier with the volume of Crude Oil that was metered
at the Delivery Point for the twenty four (24) hour period
ending at 8:00 a.m. CPT on that Business
Day (as well as for the twenty four (24) hour period for any prior non-Business Days for which such
information has not yet been provided to Supplier). On the Invoice Date (as indicated on Exhibit H)
for each Delivered Flow Date, Supplier shall provide to Coffeyville an invoice for the Crude Oil
volume delivered to Coffeyville on that Delivered Flow Date. On the Invoice Date (as indicated on
Exhibit H) for each Prepaid Flow Date, Supplier shall provide to Coffeyville an invoice for the
Crude Oil volume that is expected to be delivered to Coffeyville on that Prepaid Flow Date, based
on the delivery quantities forecasted for that day in the relevant Monthly Delivery Schedule. Each
invoice will detail the Supply Cost for such Crude Oil by reference to Crude Oil delivered by
Counterparties, subject to adjustment (if applicable) pursuant to Article 10 below. Coffeyville
shall pay each invoice by no later than 2:00 p.m. CPT on the Payment Date for the relevant Flow
Date as indicated on Exhibit H. Should the term of this Agreement be extended as provided in
Section 3.2, Supplier shall provide to Coffeyville, at least sixty (60) days prior to the beginning
of each Extension Term, a revised Exhibit H, detailing the delivery, invoice and payment dates for
the Extension Term, reflecting the 2-day payment terms described above. Coffeyville and Supplier
shall review this revised Exhibit H and agree to any necessary modifications at least thirty (30)
days prior to the beginning of any Extension Term. The Parties acknowledge that the intent of this



19









 




provision is to establish a schedule under which payment for delivered Crude Oil shall in all
circumstances be made no later than two calendar days after the delivery date of such Crude Oil.





     (b)
Transportation Costs. Supplier shall, promptly upon receipt, send copies of all
invoices received by it in respect of Transportation Costs to Coffeyville. Coffeyville shall pay
such Transportation Costs to Supplier by the close of business on the second Business Day
immediately following receipt of the respective invoices.




     (c) Monthly True-Up Payment. Supplier will use commercially reasonable efforts to provide
to Coffeyville, within fifteen (15) Business Days after the conclusion of any month, an invoice and
all necessary and appropriate documentation to support such invoice for such month for a monthly
true-up payment (the “Monthly True-Up Payment”). The Monthly True-Up Payment shall be equal
to: (i) the aggregate Supply Cost for the difference between Barrels actually invoiced by
Counterparties to Supplier and Barrels received at the Delivery Point (such difference, the “Gap
Barrels”), plus (ii) the Fixed Supply Service Fee for the aggregate number of Barrels for which an
invoice was delivered to Coffeyville under Section 7.3(a) and the Gap Barrels, plus (iii) the
Ancillary Costs; plus or minus (iv)
the Net Carrying Cost; and plus or minus (v) adjustments for any other amounts owed by one Party to
the other Party under this Agreement during the prior calendar month (which shall include (A) any
positive or negative adjustment calculated pursuant to Section 10.1 (e) with respect to the
settlement of any unallocated Spread Adjustments and (B) credit for any rebates or cost reductions
received by Supplier in connection with any Transportation Costs). In addition, the Fixed Supply
Service Fee referred to in clause (ii) above shall include an amount for any non-Gathered Crude
Barrels sourced pursuant to the last sentence of Section 4.1. Coffeyville shall pay Supplier or
Supplier shall pay Coffeyville, as the case may be, the Monthly True-Up Payment within five (5)
Business Days after Coffeyville’s receipt of the monthly invoice and related documentation.




     (d) Disputed Invoices. If Coffeyville in good faith disputes the amount of any invoice
issued by Supplier or any invoice relating to Transportation Costs, it nonetheless shall pay
Supplier the full amount of such invoice by the due date and inform Supplier in writing of the
portion of the invoice with which it disagrees and why. The Parties shall cooperate in resolving
the dispute expeditiously. If the Parties agree that Coffeyville does not owe some or all of the
disputed amount or as may be determined by a court pursuant to Article 23, Supplier shall return
such amount to Coffeyville, together with interest at the Margin Interest Rate from the date such
amount was paid, within two (2) Business Days from, as appropriate, the date of their agreement or
the date of the final, non-appealable decision of such court.




     (e) Interest. Interest shall accrue on late payments under this Agreement at the Default
Interest Rate from the date that payment is due until the date that payment is actually received by
Supplier.




     (f) Payment in Full in Same Day Funds. All payments to be made under this Agreement shall
be made by telegraphic transfer of same day funds in U.S. Dollars to



20










 







such bank account at such bank as the payee shall designate in writing to the payee from time to
time. Except as expressly provided in this Agreement, all payments shall be made in full without
discount, offset, withholding, counterclaim or deduction whatsoever for any claims which
Coffeyville may now have or hereafter acquire against Supplier, whether pursuant to the terms of
this Agreement or otherwise.



ARTICLE 8

FEES AND COMPENSATION




     8.1 Fixed Supply Service Fee. In consideration of the Services provided by Supplier
under this Agreement, Coffeyville shall pay Supplier a Fixed Supply Service Fee for each Barrel of
Crude Oil that is purchased by Supplier for resale to Coffeyville pursuant to this Agreement or, if
greater, the number of Barrels of Crude Oil actually delivered to Coffeyville.



     8.2 Working Capital True-Up.




     (a) Promptly after the end of each month, as part of the Monthly True Up described in Section
7.3(b), the Net Carrying Cost for that month shall be calculated. In the event that the Net
Carrying Cost is positive, Coffeyville shall pay such amount to Supplier and in event the Net
Carrying Cost is negative, Supplier shall pay such amount to Coffeyville.




     (b) For each day during a month, Supplier shall determine, as of such day, the Daily Carrying
Value pursuant to Exhibit E.




     (c) Supplier shall provide Coffeyville with its calculation of the Net Carrying Cost as part of
the invoice for the Monthly True-Up Payment.



ARTICLE 9

TEMPORARY ASSIGNMENT




     9.1 Temporary Assignment. Coffeyville shall temporarily assign to Supplier the
Terminalling Agreement pursuant to the Temporary Assignment; provided, however that such
Terminalling Agreement shall be used by Supplier solely for the benefit of Coffeyville.



     9.2
Inventory, Losses and Accounting. All loss of, damage to or contamination of Crude Oil
while in the custody of the Terminal or occurring during the receipt, handling, storage or
delivery of Crude Oil at the Terminal, including any casualty or other spillage shall be for
Coffeyville’s account, except that any Catastrophic Loss shall be for Supplier’s account. Supplier
shall notify Coffeyville of any claim for loss, damage or contamination within ninety (90) days
after the date of delivery to Coffeyville. All such losses which are for Coffeyville’s account
shall be handled in accordance with Section 4.6.



      (***)




21









 






(***)



22









 







(***)



23









 







(***)



ARTICLE 11

FINANCIAL INFORMATION AND REQUESTS FOR ADEQUATE ASSURANCES




     11.1
Provision of Financial Information. Coffeyville shall provide Supplier (i) within
ninety (90) days following the end of each of its fiscal years, a copy of the annual report,
containing audited consolidated financial statements for such fiscal year certified by independent
certified public accountants and (ii) within forty-five (45) days after the end of its first three
fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited
consolidated financial statements for such fiscal quarter. In all cases the statements shall be for
the most recent accounting period and prepared in accordance with GAAP or such other principles
then in effect;
provided, however, that should any such statements not be timely available due to a delay
in preparation or certification, such delay shall not be considered an



24









 




Event of Default so long as Coffeyville diligently pursues the preparation, certification
and delivery of such statements.




     11.2 Notification of Certain Events. Coffeyville shall notify Supplier within one
Business Day after learning of any of the following events:




     (i) Coffeyville’s or any of its Affiliates’ binding agreement to sell, lease, sublease,
transfer or otherwise dispose of, or grant any Person (including an Affiliate) an option to
acquire, in one transaction or a series of related transactions, all or a material portion of the
Refinery assets; or




     (ii) Coffeyville’s or any of its Affiliates’ binding agreement to consolidate or amalgamate with,
merge with or into, or transfer all or substantially all of its assets to, another entity
(including an Affiliate);



          This Section 11.2 shall not apply to any future public offering of stock of Coffeyville or any of
its Affiliates.




     11.3 Adequate Assurances.




     (a) Supplier may, in its sole discretion and upon notice to Coffeyville, require that Coffeyville
provide it with satisfactory security for or adequate assurance (“Adequate Assurance”) of
Coffeyville’s performance within 48 hours of giving such notice if:




     (i) Supplier determines that reasonable grounds for insecurity exist with respect to Coffeyville’s
ability to perform its obligations hereunder; or




     (ii) A Coffeyville payment default or event which, with the giving of notice or lapse of time or
both, would become a payment default hereunder, has occurred.




In the event Supplier gives such a notice pursuant to clause (i) above, such notice shall include a
summary of the information upon which Supplier has based its determination that such reasonable
grounds for insecurity exist. Such summary shall be in sufficient detail to reasonably communicate
Supplier’s grounds that insecurity exists.




     (b) Any requirement for Adequate Assurance shall be satisfied only by Coffeyville’s delivery of
the types of Eligible Forms of Assurance (as defined below) referred to in clauses (i) and/or (ii)
of the definition thereof (it being agreed that the determination as to whether to provide either
the type referred to in clause (i) or the type referred to in clause (ii) shall be made by
Coffeyville in its sole discretion) or such other types of Eligible Forms of Assurance as Supplier
shall deem acceptable in its sole discretion. “Eligible Forms of Assurance” shall consist
of (i) an irrevocable standby or documentary letter of credit, for a duration and in an amount
sufficient to cover a value up to the Current Exposure, including reasonable contingencies for the
designated time



25









 







period, in a format reasonably satisfactory to Supplier and issued or confirmed by a bank
reasonably acceptable to Supplier, (ii) a prepayment to cover a value up to the Current Exposure;
(iii) a surety instrument for a duration and in an amount sufficient to cover a value up to the
Current Exposure, in a format reasonably satisfactory to Supplier and issued by a financial
institution or insurance company reasonably acceptable to Supplier; or (iv) a security interest in
the assets of Coffeyville to the extent permitted by the terms of the Specified Indebtedness and
sufficient, in the reasonable judgment of the Supplier, to secure the Current Exposure. To
continue to satisfy any requirement for Adequate Assurance, the amount of any Eligible Form of
Assurance deemed acceptable by Supplier as Adequate Assurance shall be adjusted from time to time
so that it is sufficient to cover the Current Exposure as it fluctuates.




     (c) Without prejudice to any other legal remedies available to Supplier and without Supplier
incurring any Liabilities (whether to Coffeyville or to a third party), Supplier may, at its sole
discretion, take any or all of the following actions if Coffeyville fails to give Adequate
Assurance as required pursuant to this Section: (i) withhold or suspend its obligations, including
payment obligations, under this Agreement, (ii) proceed against Coffeyville for damages occasioned
by Coffeyville’s failure to perform, or (iii) exercise its termination rights under Article 17.




     (d) All bank charges relating to any letter of credit and any fees, commissions, costs and expenses
incurred with respect to furnishing security are for Coffeyville’s account.




     (e) Coffeyville agrees, at any time and from time to time upon the request of Supplier, to
execute, deliver and acknowledge, or cause to execute, deliver and acknowledge, such further
documents and instruments and do such other acts and things as Supplier may reasonably request in
order to fully effect the purposes of this Agreement.




     (f) Notwithstanding anything to the contrary herein, Coffeyville may, within sixty (60) days of
its providing Adequate Assurance hereunder and upon five (5) days prior written notice to Supplier,
terminate this Agreement. Such termination by Coffeyville shall not be a default hereunder and
shall be deemed a termination pursuant to Article 18 hereof; provided, that, nothing in this
Section 11.3(f) shall limit any of Supplier’s rights in the event Coffeyville fails to maintain
acceptable Adequate Assurance or any other Event of Default with respect to Coffeyville occurs.



ARTICLE 12

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE




     12.1 Coffeyville promptly shall notify Supplier of any scheduled maintenance or turnaround at the
Refinery, or any revision to previous scheduled maintenance or turnaround, which may affect
receipts of Crude Oil at the Delivery Point or the processing of Crude Oil in the Refinery. The
Parties shall cooperate with each other in establishing maintenance and turnaround schedules that
do not unnecessarily interfere with the receipt of Crude Oil that Supplier has committed to
purchase.



26









 





     12.2 Coffeyville immediately shall notify Supplier orally (followed by prompt written
notice) of any previously unscheduled downtime, maintenance or turnaround and its expected
duration.



ARTICLE 13

TAXES




     13.1 Prices in this Agreement do not include any applicable sales, use, valorem, excise,
property, spill, environmental, or similar taxes, duties and fees (each, a “Tax” and collectively,
“Taxes”) regardless of the taxing authority. Coffeyville shall pay such Taxes unless there is an
applicable exemption from such Tax, with written confirmation of such Tax exemption to be provided
to Supplier. To the extent Supplier is required by law to collect such Taxes, one hundred percent
(100%) of such Taxes shall be added to invoices as separately stated charges and paid in full by
Coffeyville in accordance with this Agreement, unless Coffeyville is exempt from such Taxes and
furnishes Supplier with a certificate of exemption. Supplier shall be responsible for all taxes
imposed on Supplier’s income or property (other than on any Crude Oil).



     13.2 If Coffeyville disagrees with Supplier’s determination that any Tax is due with respect to
transactions under this Agreement, Coffeyville shall have the right to seek an administrative
determination from the applicable taxing authority, or, alternatively, Coffeyville shall have the
right to contest any asserted claim for such Taxes, subject to its agreeing to indemnify Supplier
for the entire amount of such contested Tax (including any associated interest and/or late
penalties) should such Tax be deemed applicable. Supplier agrees to reasonably cooperate with
the Coffeyville in the event Coffeyville determines to contest any such Taxes.



     13.3 Coffeyville and Supplier shall promptly inform each other in writing of any assertion by a
taxing authority of additional tax liability in respect of said transactions. Any legal
proceedings or any other action against Supplier with respect to such asserted liability shall be
under Supplier’s direction but Coffeyville shall be consulted. Any legal proceedings or any other
action against Coffeyville with respect to such asserted liability shall be under Coffeyville’s
direction but Supplier shall be consulted. In any event, Coffeyville and Supplier shall fully
cooperate with each other as to the asserted liability. Each party shall bear all the reasonable
costs of any action undertaken by the other at the Party’s request.



ARTICLE 14

INSURANCE




     14.1
Insurance Coverages. Supplier shall procure and maintain in full force and effect
throughout the term of this Agreement insurance coverages of the following types and amounts and
with insurance companies rated not less than A- by A.M. Best, or otherwise reasonably satisfactory
to Coffeyville in respect of Supplier’s purchase of Crude Oil cargoes under this Agreement
(provided the foregoing shall not limit Coffeyville’s obligation to reimburse any insurance costs
pursuant to Articles 6 and 7):



27









 






     (a)
Property (cargo) damage coverage on an “all risk” basis in an amount sufficient to
cover the market value or potential full replacement cost of all Crude Oil (including, but not
limited to Crude Oil cargoes and Crude Oil in transit in pipelines) to be delivered to Coffeyville
at the Delivery Point. In the event that the market value or potential full replacement cost of all
Crude Oil (Crude Oil cargoes and Crude Oil in transit in pipelines) exceeds the insurance limits
available or the insurance limits available at commercially reasonable rates in the insurance
marketplace, Supplier will maintain the highest insurance limit available at commercially
reasonable rates; provided, however, that Supplier will promptly notify Coffeyville (and, in any
event prior to the transportation of any Crude Oil that would not be fully insured) of Supplier’s
inability to fully insure any Crude Oil and provide full details of such inability.
Notwithstanding anything to the contrary herein, Coffeyville, may, at its option and expense, upon
prior notice to Supplier, endeavor to procure and provide such property damage coverage for the
Crude Oil.




     (b) Comprehensive or commercial general liability coverage and umbrella or excess liability
coverage, which includes bodily injury, broad form property damage and contractual liability,
marine or charterers’ liability and “sudden and accidental pollution” liability coverage in a
minimum amount of $300,000,000 per occurrence and $500,000,000 in the aggregate.



     14.2 Additional Insurance Requirements.




     (a) The foregoing policies shall include an endorsement that the underwriters waive all rights
of subrogation against Coffeyville.




     (b) Supplier shall cause its insurance carriers to furnish Coffeyville with insurance
certificates, in a form and from a party reasonably satisfactory to Coffeyville, evidencing the
existence of the coverages and endorsements required. The certificates shall specify that no
insurance will be canceled during the term of this Agreement unless Coffeyville is given written
notice prior to cancellation becoming effective. Supplier also shall provide renewal certificates
within thirty (30) days before expiration of the policy.




     (c) The mere purchase and existence of insurance does not reduce or release either Party from
any liability incurred or assumed under this Agreement.




     (d) Supplier shall comply with all notice and reporting requirements in the foregoing policies
and timely pay all premiums.



ARTICLE 15

FORCE MAJEURE




     15.1 Neither Party shall be liable to the other if it is rendered unable by an event of Force
Majeure to perform in whole or in part any obligation or condition of this Agreement (other than
payment obligations), for so long as the event of Force Majeure exists and to the extent that
performance is hindered by the event of Force Majeure; provided, however, that the Party unable to
perform (the “Affected Party”) shall use any commercially reasonable efforts to



28









 




avoid or remove the event of Force Majeure. During the period that performance by the Affected
Party of a part or whole of its obligations has been suspended by reason of an event of Force
Majeure, the other Party (the “Non-Affected Party”) likewise may suspend the performance of all or
a part of its obligations to the extent that such suspension is commercially reasonable, except for
any payment and indemnification obligations.




     15.2 The Affected Party shall give prompt oral notice to the Non-Affected Party, to be followed
by written notice within twelve (12) hours after receiving notice of the occurrence of a Force
Majeure event, including, to the extent feasible, the details and the expected duration of the
Force Majeure event and the volume of Crude Oil affected. The Affected Party also shall promptly
notify the Non-Affected Party when the event of Force Majeure is terminated. However, the failure
or inability of the Affected Party to provide such notice within the time periods specified above
shall not preclude it from declaring an event of Force Majeure, so long as it has diligently
endeavored to notify the Non-Affected Party.



     15.3 In the event the Affected Party’s performance is suspended due to an event of Force
Majeure in excess of thirty (30) consecutive days after the date that notice of such event is
given, and so long as such event is continuing, the Non-Affected Party, in its sole discretion, may
terminate or curtail its obligations under the Sale Contract or Sale Contracts affected by such
event of Force Majeure (the “Affected Sale Contracts”) by giving notice of such termination or
curtailment to the Affected Party, and neither Party shall have any further liability to the other
in respect of such Affected Sale Contracts to the extent terminated or curtailed, except for the
rights and remedies previously accrued under this Agreement, any payment and indemnification
obligations by cither Party under this Agreement and the obligations set forth in Article
18.



     15.4 If any Affected Sale Contract is not terminated pursuant to this Article 15 or
any other provision of this Agreement, performance shall resume to the extent made possible by the
end or amelioration of the event of Force Majeure in accordance with the terms of this Agreement;
provided, however, that the term of this Agreement shall not be extended.



     15.5 The Parties acknowledge and agree that the right of Supplier to declare a Force Majeure
based upon any failure by a Counterparty to deliver Crude Oil under a Purchase Contract is solely
for purposes of determining the respective rights and obligations as between Supplier and
Coffeyville with respect to any Crude Oil delivery affected thereby, and any such declaration shall
not excuse any Counterparty’s default under one or more Purchase Contracts. Any claims that
Supplier may have as a result of such Counterparty’s failure shall be subject to Section 4.6 hereof
and any other applicable provisions of this Agreement relating to claims against third parties.



ARTICLE 16

MUTUAL REPRESENTATIONS AND WARRANTIES





  16.1 Each Party represents and warrants to the other Party as of the Closing Date of this
Agreement and of each sale of Crude Oil hereunder, that:




          (a) It is an “Eligible Contract Participant” as defined in Section la(12) of the Commodity Exchange
Act, as amended.



29









 






     (b) It is a “forward contract merchant” in respect of this Agreement and each Sale Contract
hereunder constitutes a “forward contract,” as such terms are defined in the Bankruptcy Code.




     (c) It is duly organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and in good standing under such laws.




     (d) It has the corporate, governmental or other legal capacity, authority and power to execute this
Agreement, to deliver this Agreement and to perform its obligations under this Agreement, and has
taken all necessary action to authorize the foregoing.




     (e) The execution, delivery and performance in the preceding paragraph (d) do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any order or
judgment of any court or Governmental Authority applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its assets.




     (f) All governmental and other authorizations, approvals, consents, notices and filings that are
required to have been obtained or submitted by it with respect to this Agreement have been obtained
or submitted and are in full force and effect, and all conditions of any such authorizations,
approvals, consents, notices and filings have been complied with.




     (g) Its obligations under this Agreement constitute its legal, valid and binding obligations,
enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application regardless of whether enforcement is
sought in a proceeding in equity or at law).




     (h) No Event of Default or Potential Event of Default has occurred and is continuing, and no such
event or circumstance would occur as a result of its entering into or performing its obligations
under this Agreement.




     (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal, Governmental
Authority, official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement
or its ability to perform its obligations under this Agreement.




     (j) It is not relying upon any representations of the other Party other than those expressly set
forth in this Agreement.




     (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any
other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks
of the same, and is capable of assuming those risks.



30









 






     (l) It has made its trading and investment decisions (including their suitability) based upon
its own judgment and any advice from its advisors as it has deemed necessary and not in reliance
upon any view expressed by the other Party.




     (m)
The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty
with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any
similar capacity with respect to this Agreement and (iii) has not given to it any assurance or
guarantee as to the expected performance or result of this Agreement.




     (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or
performance of this Agreement.




     (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder,
broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to
any compensation with respect thereto.




     (p) None of its directors, officers, employees or agents or those of its Affiliates has received or
will receive any commission, fee, rebate, gift or entertainment of significant value in connection
with this Agreement.



ARTICLE 17

DEFAULT AND TERMINATION




     17.1
Events of Default. Notwithstanding any other provision of this Agreement, the
occurrence of any of the following shall constitute an “Event of Default”:




     (a) Either Party fails to make payment when due under this Agreement within one (1) Business
Day after a written demand therefor; or




     (b) Other than a default described in Sections 17.1 (a) and (c), either Party fails to
perform any material obligation or covenant to the other under this Agreement, which is not cured
to the reasonable satisfaction of the other Party (in its sole discretion) within five (5) Business
Days after the date that such Party receives written notice that such obligation or covenant has
not been performed; or




     (c) Either Party breaches any material representation or material warranty made or repeated or
deemed to have been made or repeated by the Party, or any warranty or representation proves to have
been incorrect or misleading in any material respect when made or repeated or deemed to have been
made or repeated under this Agreement; provided, however, that if such breach is curable,
such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business
Days after the date that such Party receives notice that corrective action is needed; or




     (d) Either Party becomes Bankrupt; or




     (e) Either Party or any of its Designated Affiliates (1) defaults under a Specified Transaction
and, after giving effect to any applicable notice requirement or



31









 






grace period, there occurs a liquidation of, an acceleration of obligations under, or any early
termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or
such default continues for at least three Business Days if there is no applicable notice
requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in
part, a Specified Transaction (or such action is taken by any person or entity appointed or
empowered to operate it or act on its behalf); or




     (f) Coffeyville or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes
of, in one transaction or a series of related transactions, all or a material portion of the assets
of the Refinery; or




     (g) Coffeyville or any of its Affiliates (i) consolidates or amalgamates with, merges with or
into, or transfers all or substantially all of its assets to, another entity (including an
Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii) the
successor entity resulting from any such consolidation, amalgamation or merger or the Person that
otherwise acquires all or substantially all of the assets of Coffeyville or any of its Affiliates
(A) does not assume, in a manner satisfactory to Supplier, all of Coffeyville’s obligations
hereunder, including under any Sale Contract or any Spread Adjustment, or (B) has an “issuer
credit” rating below BB-by Standard and Poor’s Ratings Group or a “family credit” rating below B1
by Moody’s Investors Service, Inc, (or an equivalent successor rating classification); or




     (h) Coffeyville fails to provide Adequate Assurance in accordance with Section 11.3; or




     (i) There shall occur either (A) a default, event of default or other similar condition or event
(however described) in respect of Coffeyville or any of its Affiliates under one or more agreements
or instruments relating to Specified Indebtedness in an aggregate amount of not less than
$20,000,000 which has resulted in such Specified Indebtedness becoming due and payable under such
agreements and instruments before it would have otherwise been due and payable or (B) a default by
Coffeyville or any of its Affiliates (individually or collectively) in making one or more payments
on the due date thereof in an aggregate amount of not less than $10,000,000 under such agreements
or instruments (after giving effect to any applicable notice requirement or grace period), provided
that a default under clause (B) above shall not constitute an Event of Default if (x) the default
was caused solely by error or omission of an administrative or operational nature; (y) funds were
available to enable the party to make the payment when due; and (z) the payment is made within two
Business Days of such party’s receipt of written notice of its failure to pay.




Coffeyville shall be the Defaulting Party upon the occurrence of any of the events described in
clauses (f), (g), (h) and (i) above.



     17.2
Remedies Upon Event of Default.




32










 







     (a) Notwithstanding any other provision of this Agreement, upon the
occurrence of an Event of Default with respect to either Party (referred to as the
“Defaulting Party”), the other Party (the “Non-Defaulting Party”) shall have the right
immediately and at any time(s) thereafter to terminate this Agreement and to liquidate
and terminate any or all Sale Contracts then outstanding between the Parties; provided,
however, that, in the case of an event described in Section 17.1(e), if Supplier is the
Non-Defaulting Party, or an event described in Section 17.1(i), the exercise of
Supplier’s rights hereunder shall be subject to the provisions of Section 17.3. A
Settlement Amount (as defined below) shall be calculated in a commercially reasonable
manner for each such liquidated and terminated Sale Contract and be payable by one
Party to the other. “Settlement Amount” shall mean, with respect to a Sale Contract
and the Non-Defaulting Party, the losses and costs (or gains) expressed in U.S. Dollars,
which such Party incurs as a result of the liquidation, including losses and costs (or
gains) based upon the then current replacement value of such Sale Contract together
with, at the Non-Defaulting Party’s election but without duplication or limitation, all
reasonable losses and costs which such Party incurs as a result of maintaining,
terminating, obtaining or re-establishing any hedge or related trading positions, which,
for purposes of such determination, shall include (x) the losses and costs (or gains)
incurred as a result of the liquidation and termination of all Spread Adjustments and
any hedges or trading positions related thereto, and (y) the losses and costs incurred by
Supplier in terminating, transferring, redeploying or otherwise modifying any
outstanding Purchase Contracts. The Settlement Amount shall be due to or from the
Non-Defaulting Party as appropriate. The Non-Defaulting Party shall determine the
Settlement Amount of each Sale Contract as of the date on which such termination
occurs by reference to such futures, forward, swap and options markets as it shall select
in its reasonable judgment. In calculating a Settlement Amount, the Non-Defaulting
Party shall discount to present value (in any commercially reasonable manner based on
London interbank rates for the applicable period and currency) any amount which
would be due at a later date and shall add interest (at a rate determined in the same
manner) to any amount due prior to the date of the calculation.




     (b) Without limiting any other rights or remedies hereunder, if an Event of
Default occurs and Supplier is the Non-Defaulting Party, Supplier may, in its
discretion, (i) withhold or suspend its obligations, including any of its delivery or
payment obligations, under this Agreement, (ii) reclaim and repossess any and all of the
Crude Oil then held at the Refinery, and (iii) otherwise arrange for the disposition of
any Crude Oil subject to outstanding Purchase Contracts and/or the modification,
settlement or termination of such outstanding Purchase Contracts in such manner as it
elects.




     (c) The Non-Defaulting Party shall set off (i) all such Settlement Amounts that
are due to the Defaulting Party, plus any performance security (including margin) then
held by the Non-Defaulting Party, plus (at the Non-Defaulting Party’s election) any or
all other amounts due to the Defaulting Party hereunder (including without limitation
under Section 7.3 or 8.1 above), against (ii) all such Settlement Amounts that are due to
the Non-Defaulting Party, plus any performance security (including margin) then held
by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other



33









 







amounts due to the Non-Defaulting Party hereunder (including without limitation under
Section 7.3 or 8.1 above), so that all such amounts shall be netted to a single liquidated amount
payable by one Party to the other (the “Liquidated Amount”). The Party with the payment
obligation shall pay the Liquidated Amount to the other Party within one Business Day of the
liquidation.




     (d) No delay or failure on the part of the Non-Defaulting Party to exercise any
right or remedy to which it may be entitled on account of any Event of Default shall
constitute an abandonment of any such right, and the Non-Defaulting Party shall be
entitled to exercise such right or remedy at any time during the continuance of an Event
of Default.




     (e) The Non-Defaulting Party’s rights under this Section shall be in addition to,
and not in limitation or exclusion of, any other rights which the Non-Defaulting Party
may have (whether by agreement, operation of law or otherwise), including without
limitation any rights of recoupment, setoff, combination of accounts, as a secured party
or under any LCs or other credit support. The Defaulting Party shall indemnify and
hold the Non-Defaulting Party harmless from all costs and expenses, including
reasonable attorney fees, incurred in the exercise of any remedies hereunder.




     (f) If an Event of Default occurs, the Non-Defaulting Party may, without
limitation on its rights under this Section, set off amounts which the Defaulting Party
owes to it against any amounts which it owes to the Defaulting Party (whether
hereunder, under a Sale Contract or otherwise and whether or not then due).



     17.3 Forbearance Period.




     (a) If a Specified Transaction Event of Default or a Specified Indebtedness
Event of Default occurs, Supplier agrees that, for a period of up to sixty (60)
consecutive calendar days thereafter (the “Forbearance Period”), it shall forbear from
exercising its rights and remedies under Section 17.2 to the extent it is otherwise
entitled to do so based on such occurrence; provided that:




     (i) at all times during the Forbearance Period, either the Current Exposure
shall equal zero or the aggregate amount of Undrawn LCs shall exceed the Current Exposure;
and




     (ii) at no time during the Forbearance Period, shall any other Event of Default
have occurred.




     (b) The Forbearance Period shall end on the earlier to occur of (i) the sixtieth
(60th) day following the occurrence of the Specified Transaction Event of Default
or the
Specified Indebtedness Event of Default, as the case may be, or (ii) the time as of
which the condition in either clause (i) or (ii) of Section 17.3(a) is no longer satisfied.
During the Forbearance Period, Supplier shall continue to supply Crude Oil to
Coffeyville pursuant to the provisions hereof.



34









 







     (c) From and after the end of the Forbearance Period, Supplier shall be entitled
to exercise any and all of the rights and remedies it may have (including without
limitation under Section 17.2) based on the occurrence of such Specified Transaction Event
of Default or Specified Indebtedness Event of Default, as the case may be, as if no
Forbearance Period had occurred (regardless of whether such Specified Transaction Event of
Default or Specified Indebtedness Event of Default, as the case may be, has been remedied
or waived during such Forbearance Period).



ARTICLE 18

SETTLEMENT AT TERMINATION




     18.1 Upon expiration or termination of this Agreement for any reason other than as a result
of an Event of Default (such date, the “Termination Date”), the Parties promptly shall reconcile
and determine all amounts owed to each other under this Agreement (the “Termination Amount”), as
provided in this Article 18. The provisions of this Article 18 shall in no way limit the rights
and remedies which the Non-Defaulting Party may have as a result of an Event of Default, whether
pursuant to Section 17 above or otherwise.




     (a) The Parties shall determine as soon as practicable how to dispose of any
Contracted Volumes and whether any executory Purchase Contracts for such
Contracted Volumes will be assigned by Supplier to Coffeyville. If the terms of a
Purchase Contract permit and are satisfactory to Supplier in its sole discretion,
Supplier
shall assign to Coffeyville its rights and obligations under any Purchase Contract,
to be
effective as of the Termination Date, provided that such assignment results in
Supplier’s complete release from any obligations under such Purchase Contract. If an
executory Purchase Contract is not assignable on terms reasonably satisfactory to
Supplier, Coffeyville shall purchase and pay for such Crude Oil under the terms of
such
Purchase Contract through Supplier and Supplier shall transfer possession and title
to
such Crude Oil to Coffeyville following such payment by Coffeyville. Any failure to
make such payment shall result in an Event of Default and entitle Supplier to
exercise
its rights and remedies hereunder as a Non-Defaulting Party.




     (b) The Parties promptly shall exchange all information necessary to determine
the final calculations of all Crude Oil Purchase Costs, the Fixed Supply Service Fee,
and any and all necessary adjustments to amounts that are or were due one Party from
the other Party since the Closing Date (whether or not previously invoiced or paid).
Supplier shall compute the Net Carrying Cost as of the Termination Date.




     (c) Coffeyville shall, at its option, either:




     (i)
On the Termination Date, purchase from Supplier all Inventories at the prices
provided for herein; or




     (ii) Purchase on a daily basis from Supplier all Contracted Volumes in accordance with
the terms hereof in the normal course until all Contracted Volumes purchased by Supplier
prior to the Termination Date have been delivered to Coffeyville at the Delivery Point.



35









 






     (d) Supplier shall have no further obligation to purchase and shall not purchase
or pay for Crude Oil or incur any Crude Oil Purchase Costs on and after the Termination
Date. Except as a notice period may be required by an assignment agreement, Supplier shall
not be obligated to purchase, take title to or pay for any Crude Oil as of the date that it
notifies Coffeyville of the Termination Date.



     18.2 Termination Amount.




     (a) The Termination Amount shall equal (i) any unpaid amounts for Crude Oil
that Coffeyville owes under this Agreement, plus (ii) any amounts that Coffeyville
owes Supplier for the Fixed Supply Service Fee, plus (iii) to the extent not included
in
clauses (i) or (ii) above, any other amounts payable by Coffeyville under Section 7.3
or
8.1 above, plus (iv) any unpaid Net Carrying Cost, plus (v) any other amounts or
adjustments that are owed by Coffeyville to Supplier under this Agreement, minus (vi)
any other amounts or adjustments that are owed by Supplier to Coffeyville under this
Agreement. All of the foregoing amounts shall be aggregated or netted to a single
liquidated amount owing from one Party to the other. If the Termination Amount is a
positive number, it shall be due to Supplier and if it is a negative number, the
absolute
value thereof shall be due to Coffeyville.




     (b) Supplier shall prepare and provide Coffeyville with a statement showing the
calculation of the Termination Amount within five (5) Business Days from the
Termination Date or, if such determination cannot be made in a commercially
reasonable manner by Supplier within such 5 Business Day period, within such longer
period so long as Supplier proceeds in a commercially reasonable manner to complete
the determination and calculation of such Termination Amount.




     (c) Coffeyville or Supplier, as the case may be, shall pay the Termination
Amount to the other within one (1) Business Day after receiving Supplier’s
calculation
and all appropriate supporting documentation.




     (d) Following the Termination Date, Supplier shall reasonably cooperate with
Coffeyville, at Coffeyville’s expense, for the purpose of the reassignment of any
agreements previously assigned to Supplier and the transfer to Coffeyville of any and
all shipper rights of any type whatsoever related to the Pipeline System.



ARTICLE 19

INDEMNIFICATION




     19.1 To the fullest extent permitted by Applicable Law and except as specified otherwise
elsewhere in this Agreement, Supplier shall defend, indemnify and hold harmless Coffeyville, its
Affiliates, and their directors, officers, employees, representatives, agents and contractors for
and against any Liabilities directly or indirectly arising out of (i) any breach by Supplier of
any covenant or agreement contained herein or made in connection herewith or any representation or
warranty of Supplier made herein or in connection herewith proving to be false or misleading, (ii)
any failure by Supplier to comply with or observe any Applicable Law, (iii) Supplier’s negligence
or willful misconduct, or (iv) injury, disease, or death of any person or



36









 





damage to or loss of any property, fine or penalty, as well as any Liabilities directly or
indirectly arising out of or relating to environmental losses such as oil discharges or violations
of Environmental Law at or before the Delivery Point in performing its obligations under this
Agreement, except to the extent that such injury, disease, death, or damage to or loss of property
was caused by the negligence or willful misconduct on the part of Coffeyville, its Affiliates or
any of their respective employees, representatives, agents or contractors.




     19.2 To the fullest extent permitted by Applicable Law and except as specified
otherwise elsewhere in this Agreement, Coffeyville shall defend, indemnify and hold harmless
Supplier, its Affiliates, and their directors, officers, employees, representatives, agents
and
contractors for and against any Liabilities directly or indirectly arising out of (i) any
breach by
Coffeyville of any covenant or agreement contained herein or made in connection herewith or
any representation or warranty of Coffeyville made herein or in connection herewith proving to
be false or misleading, (ii) Coffeyville’s handling, storage or refining of any Crude Oil or
the
products thereof, (iii) Coffeyville’s negligence or willful misconduct, (iv) any failure by
Coffeyville to comply with or observe any Applicable Law, or (v) injury, disease, or death of
any
person or damage to or loss of any property, fine or penalty, any of which is caused by
Coffeyville or its employees, representatives, agents or contractors in the exercise of any of
the
rights granted hereunder, except to the extent that such injury, disease, death, or damage to
or
loss of property was caused by the negligence or willful misconduct on the part of Supplier,
its
Affiliates or any of their respective employees, representatives, agents or contractors.



     19.3 In addition to the indemnification obligations set forth in Sections. 19.1 and 19.2
and elsewhere in this Agreement, each Party (referred to as the “Indemnifying Party”) shall
indemnify and hold the other Party (the “Indemnified Party”), its Affiliates, and their
employees,
directors, officers, representatives, agents and contractors, harmless from and against any
and all
Liabilities directly or indirectly arising from (i) the
Indemnifying Party’s breach of this
Agreement, (ii) the Indemnifying Party’s failure to comply with Applicable Law with respect to
the sale, transportation, storage, handling or disposal of Crude Oil, unless such liability
results
from the Indemnified Party’s negligence or willful misconduct or (iii) any of the Indemnifying
Party’s representations, covenants or warranties made herein proving to be materially
incorrect
or misleading when made.



     19.4 The Parties’ obligations to defend, indemnify, and hold each other harmless under
the terms of this Agreement shall not vest any rights in any third party (whether a
Governmental
Authority or private entity), nor shall they be considered an admission of liability or
responsibility for any purposes other than those enumerated in this Agreement.



     19.5 Each Party agrees to notify each other as soon as practicable after receiving notice
of any claim or suit brought against it within the indemnities of this Agreement, shall
furnish to
the other the complete details within its knowledge and shall render all reasonable assistance
requested by the other in the defense; provided, that, the failure to give such notice shall
not
affect the indemnification provided hereunder, except to the extent that the Indemnifying
Party is
materially adversely affected by such failure. Each Party shall have the right but not the
duty to
participate, at its own expense, with counsel of its own selection, in the defense and
settlement
thereof without relieving the other of any obligations hereunder. Notwithstanding the
foregoing,
an Indemnifying Party shall not be entitled to assume responsibility for and control of any



37









 





judicial or administrative proceeding if such proceeding involves an Event of Default by the
Indemnifying Party under this Agreement which shall have occurred and be continuing.




ARTICLE 20

LIMITATION ON DAMAGES




     Unless otherwise expressly provided in this Agreement, the Parties’ liability for damages is
limited to direct, actual damages only (which include any amounts determined under Article 17) and
neither Party shall be liable for specific performance, lost profits or other business interruption
damages, or special, consequential, incidental, punitive, exemplary or indirect damages, in tort,
contract or otherwise, of any kind, arising out of or in any way connected with the performance,
the suspension of performance, the failure to perform, or the termination of this Agreement;
provided, however, that, such limitation shall not apply with respect to (i) any third party claim
for which indemnification is available under this Agreement or (ii) any breach of Article 22. Each
Party acknowledges the duty to mitigate damages hereunder.



ARTICLE 21

AUDIT AND INSPECTION




     21.1 During the Term of this Agreement each Party and its duly authorized representatives,
upon reasonable notice and during normal working hours, shall have access to the accounting
records and other documents maintained by the other Party, or any of the other Party’s contractors
and agents, which relate to this Agreement; provided, that, neither this Section nor Section 10.1(i) shall
entitle Coffeyville to have access to any records concerning any hedges or offsetting
transactions or other trading positions or pricing information that may have been entered into
with other parties or utilized in connection with any Spread Quotations or Spread Adjustments. The
right to inspect or audit such records shall survive termination of this Agreement for a period of
two (2) years following the later of the Termination Date. Each Party shall preserve, and shall
cause all contractors or agents to preserve, all of the aforesaid documents for a period of at
least two (2) years from the Termination Date.



ARTICLE 22

CONFIDENTIALITY




     22.1 In addition to Coffeyville’s confidentiality obligations under the Transaction
Guidelines, the Parties agree that the specific terms and conditions of this Agreement including
the list of approved Counterparties, the Transaction Guidelines and the drafts of this Agreement
exchanged by the Parties and any information exchanged between the Parties, including calculations
of any fees or other amounts paid by Coffeyville to Supplier under this Agreement and all
information received by Supplier from Coffeyville relating to the costs of operation, operating
conditions, and other commercial information of Coffeyville not made available to the public, are
confidential and shall not be disclosed to any third party, except (i) as may be required by court
order or Applicable Laws or as requested by a Governmental Authority, (ii) to such Party’s or its
Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial
advisors and legal advisors, or (iii) to such Party’ insurance providers, solely for the purpose
of procuring insurance coverage or confirming the extent of existing insurance coverage; provided,
that, prior to any disclosure permitted by this clause (iii), such insurance



38









 





providers shall have agreed in writing to keep confidential any information or document
subject to this Section. The confidentiality obligations under this Agreement shall survive
termination of this Agreement for a period of two years following the Termination Date.
Coffeyville’s Affiliates shall include GS Capital Partners V Fund and Kelso & Company solely for
the purposes of this Article 22.




     22.2 In the case of disclosure covered by clause (i) of Section 22.1, to the extent
practicable and legally permissible, the disclosing Party shall notify the other Party in
writing of
any proceeding of which it is aware which may result in disclosure, and use reasonable efforts
to
prevent or limit such disclosure. The Party seeking to prevent or limit such disclosure shall
be
responsible for all costs and expenses incurred by both Parties in connection therewith. The
Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek
relief in
connection with the confidentiality obligations contained herein.



     22.3
Tax Disclosure. Notwithstanding anything herein to the contrary, the Parties (and
their respective employees, representatives or other agents) are authorized to disclose to any
person the U.S. federal and state income tax treatment and tax structure of the transaction
and all
materials of any kind (including tax opinions and other tax analyses) that are provided to the
Parties relating to that treatment and structure, without the Parties imposing any limitation
of any
kind. However, any information relating to the tax treatment and tax structure shall remain
confidential (and the foregoing sentence shall not apply) to the extent necessary to enable
any
person to comply with securities laws. For this purpose, “tax structure” is limited to any
facts
that may be relevant to that treatment.



ARTICLE 23

GOVERNING LAW




     23.1 This Agreement shall be governed by, construed and enforced under the laws of
the State of New York without giving effect to its conflicts of laws principles that would
require
the application of the laws of another state.



     23.2 Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any
federal or state court of competent jurisdiction situated in the City of New York, (without
recourse to arbitration unless both Parties agree in writing), and to service of process by
certified
mail, delivered to the Party at the address indicated in Article 25. Each Party hereby
irrevocably
waives, to the fullest extent permitted by Applicable Law, any objection to personal
jurisdiction,
whether on grounds of venue, residence or domicile.



     23.3 Each party waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any proceedings
relating to this agreement.



ARTICLE 24

ASSIGNMENT




     24.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto,
their respective successors and permitted assigns.



39









 






     24.2 Coffeyville shall not assign this Agreement or its rights or interests hereunder in
whole or in part, or delegate its obligations hereunder in whole or in part, without the
express
written consent of Supplier; provided, however, that no such consent shall be required with
respect to an assignment by Coffeyville to any Person that succeeds to all or substantially
all of
the Refinery and assumes Coffeyville’s obligations hereunder whether by contract, operation of
law or otherwise if such Person has an “issuer credit” rating above B+ by Standard and Poor’s
Ratings Group and a “family credit” rating above B2 by Moody’s Investors Service, Inc. (or an
equivalent successor rating classification) or, if such Person is not rated by either of such
rating
agencies, its creditworthiness (as determined by Supplier in its commercially reasonable
judgment) is equivalent or superior to that of an entity which has debt ratings that satisfy
the
foregoing ratings requirement. Supplier may, without Coffeyville’s consent, assign and
delegate
all of Supplier’s rights and obligations hereunder to (i) any Affiliate of Supplier, provided
that
the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or
(ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and
business and
assumes the Supplier’s obligations hereunder, whether by contract, operation of law or
otherwise, provided that the creditworthiness of such successor entity is equal or superior to
the
creditworthiness of Supplier immediately prior to such assignment.
Any other assignment by Supplier shall require Coffeyville’s consent.



     24.3 Any attempted assignment in violation of this Article 26 shall be null and void ab
initio and the non-assigning Party shall have the right, without prejudice to any other rights
or
remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately
upon notice to the Party attempting such assignment.



ARTICLE 25

NOTICES




     25.1 All invoices, notices, requests and other communications given pursuant to this
Agreement shall be in writing and sent by facsimile or nationally recognized overnight courier. A
notice shall be deemed to have been received when transmitted by facsimile to the other Party’s
facsimile number set forth in Schedule I (if confirmed by the notifying Party’s
transmission report), or on the following Business Day if sent by nationally recognized overnight
courier to the other Party’s address set forth in Schedule I and to the attention of the
person or department indicated; provided, that, a copy of any such notice or communication
pursuant to Section 11, 15, 17, 18, 19 or 24 shall also be provided to the party indicated below.
A Party may change its address or facsimile number by giving written notice in accordance with
this Section, which is effective upon receipt.



If to Coffeyville, to:




Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attn: Chief Executive Officer

Fax: 913-891-0000




And with additional copy to:




40









 






Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attn: General Counsel

Fax: 913-891-0000




If to Supplier, to:




J. Aron & Company

One New York Plaza

New York, New York 10004

Attn: Daniel Feit




ARTICLE 26

NO WAIVER, CUMULATIVE REMEDIES




     26.1 The failure of a Party hereunder to assert a right or enforce an obligation of the
other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party
of
a breach of any provision of, or Event of Default or Potential Event of Default under, this
Agreement shall not operate or be construed as a waiver of any other breach of that provision
or
as a waiver of any breach of another provision of, Event of Default or Potential Event of
Default
under, this Agreement, whether of a like kind or different nature.



     26.2 Each and every right granted to the Parties under this Agreement or allowed it by
law or equity, shall be cumulative and may be exercised from time to time in accordance with
the
terms thereof and Applicable Law.



ARTICLE 27

NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES




     27.1 This Agreement shall not be construed as creating a partnership, association or
joint venture between the Parties. It is understood that Coffeyville is an independent
contractor
with complete charge of its employees and agents in the performance of its duties hereunder,
and
nothing herein shall be construed to make Coffeyville, or any employee or agent of
Coffeyville,
an agent or employee of Supplier.



     27.2 Except as authorized by the Transaction Guidelines, neither Party shall have the
right or authority to negotiate, conclude or execute any contract or legal document with any
third
person; to assume, create, or incur any liability of any kind, express or implied, against or
in the
name of the other, or to otherwise act as the representative of the other, unless expressly
authorized in writing by the other.



ARTICLE 28

MISCELLANEOUS




     28.1 If any Article, Section or provision of this Agreement shall be determined to be
null and void, voidable or invalid by a court of competent jurisdiction, then for such period that



41









 





the same is void or invalid, it shall be deemed to be deleted from this Agreement and the
remaining portions of this Agreement shall remain in full force and effect.




     28.2 The terms of this Agreement constitute the entire agreement between the Parties
with respect to the matters set forth in this Agreement, and no representations or warranties
shall
be implied or provisions added in the absence of a written agreement to such effect between
the
Parties. This Agreement shall not be modified or changed except by written instrument executed
by the Parties’ duly authorized representatives.



     28.3 No promise, representation or inducement has been made by either Party that is
not embodied in this Agreement or the Temporary Assignment, and neither Party shall be bound
by or liable for any alleged representation, promise or inducement not so set forth.



     28.4 Time is of the essence with respect to all aspects of each Party’s performance of
any obligations under this Agreement.



     28.5 Nothing expressed or implied in this Agreement is intended to create any rights,
obligations or benefits under this Agreement in any person other than the Parties and their
successors and permitted assigns.



     28.6
All audit rights, payment, confidentiality and indemnification obligations and
obligations under this Agreement shall survive the expiration or termination of this
Agreement.



     28.7 This Agreement may be executed by the Parties in separate counterparts and
initially delivered by facsimile transmission or otherwise, with original signature pages to
follow,
and all such counterparts shall together constitute one and the same instrument.



     28.8 All Sale Contracts and other transactions hereunder (including Spread
Adjustments) are entered into in reliance on the fact this Agreement and all such Sale
Contracts,
Spread Adjustments and other transactions constitute a single integrated agreement between the
parties, and the parties would not have otherwise entered into any Sale Contract, Spread
Adjustments or other transactions hereunder.



[Remainder of Page Intentionally Left Blank]




42









 





IN WITNESS WHEREOF, each Party hereto as caused this Agreement to be executed by its duly
authorized representative as of the date first above written.




	 	 	 	 	 
	J. ARON & COMPANY	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffery A. Resnick	 	 
	 

	 	 

	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	Date:

	 	12/23/2005	 	 
	 
	 	 	 	 
	COFFEYVILLE RESOURCES REFINING & MARKETING, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stanley A. Riemann	 	 
	 

	 	 

	 	 
	Title:

	 	C.
O. O. 	 	 
	 
	 	 	 	 
	Date:

	 	December
23, 2005	 	 






Crude Oil Supply Agreement Signature Page




43









 









SCHEDULE I 




NOTICE INFORMATION




Coffeyville Notice Information:




	 	 	 
	Trading:

	 	Coffeyville Resources Refining & Marketing, LLC
	 

	 	10 East Cambridge Circle Drive, Suite 250
	 

	 	Kansas City, Kansas 66103
	 

	 	Attention: Pat Quinn





Phone: 913-982-0455

Cellphone: 620-242-5117

Email: pjquinn@coffeyvillegroup.com

Fax: 913-981-0002



     Or



Wyatt Jernigan

Phone: 281-217-7712

Cellphone: 713-775-7752




Operations and Scheduling:



Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attention: Pat Quinn



Phone: 913-982-0455

Cellphone: 620-242-5117

Email: pjquinn@coffeyvillegroup.com

Fax: 913-981-0002




Settlement and Accounting:



Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attention: Mike Reichert



Phone: 913-982-0472

Email: mjreichert@coffeyvillegroup.com

Fax: 913-981-0002




Credit and Finance:



Coffeyville Resources Refining & Marketing, LLC





44









 








10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attention: Tim Rens



Phone:
913-982-0470

Cellphone: 913-558-4649

Email: jtrens@coffeyvillegroup.com

Fax: 913-981-0002




Supplier
Notice Information: 

Trading:



Primary:



Steve Scala

85 Broad Street

New York N.Y. 10004

(212) 902 8400

Fax: (212) 357 1248

stephen.scala@gs.com



Alternate:



Jeff Frase

85 Broad Street

New York N.Y. 10004

(212) 902 8400

Fax: (212) 357 1248

jeff.frase@gs.com





45









 









Scheduling:



Primary:



James
Brush

85 Broad Street

New York N.Y. 10004

(212) 902 7349

Fax: (212) 902 9874

ficc-jaron-physical@gs.com



Alternate:



Jennifer McSorley

85 Broad Street

New York N.Y. 10004

(212) 902 7349

Fax: (212) 902 9874

ficc-jaron-physical@gs.com




Payments:



Stan Preston

85 Broad Street

New York N.Y. 10004

Tel: 212-357-9101

Fax: 212-493-9084

ficc-cx-ny@ny.email.gs.com




Invoicing/Statements:



Primary:



Valerie Nunez

85 Broad Street

New York N.Y. 10004

(212) 902-5856

Fax: (212) 482-7028

ficc-jaron-coffeyville-info@ny.email.gs.com



Alternate:



Matt Preskenis

85 Broad Street

New York N.Y. 10004





46









 







(212)
357-3185

Fax: (212) 493-9849

ficc-jaron-coffeyville-info@ny.email.gs.com




Credit:



John Daniello

85 Broad Street

New York N.Y. 10004

(212) 855 0716

Fax: (212) 428 3417

john.daniello@gs.com




General Notices:



James Brush

 Steve
Scala 
85
Broad Street

 New York N.Y.
10004 

Tel: (212) 902 8400

Fax: (212) 902 9874

Jim.brush@gs.com

stephen.scala@gs.com







47









 









EXHIBIT A




FORM OF TEMPORARY ASSIGNMENT 




TEMPORARY ASSIGNMENT OF TERMINALLING AGREEMENT




     This Temporary Assignment Agreement (“Assignment”), effective as of the first day of January,
2006 (Effective Date”), is by and among Coffeyville Resources Refining & Marketing, LLC
(“Customer”), Plains Marketing, L.P. (“Operator”) and J. Aron & Company (“Customer Supplier”).



RECITALS




     1. On or about December___, 2005, Customer entered into a certain Crude Oil
Supply Agreement (the “Supply Agreement”) with Customer Supplier.



     2. On or about December 10, 2004, Customer entered into a certain Terminalling
Agreement with Operator. A copy of the Terminalling Agreement is attached and hereby
incorporated by reference as Exhibit A.



     3. Pursuant to paragraph 23(b) of the Terminalling Agreement, Customer desires to
assign the Terminalling Agreement to Customer Supplier, with the consent of Operator, as
provided herein.



     NOW, THEREFORE, in consideration of the above Recitals, which are hereby incorporated by
reference herein, and for other good and valuable consideration, receipt of which is acknowledged
by the parties, the parties agree as follows:



     1. Assignment. Customer hereby assigns to Customer Supplier, and Customer Supplier
hereby accepts from Customer, all of its right, title and interest in and to the Terminalling
Agreement commencing on the Effective Date and continuing for the term of the Supply Agreement,
plus a reasonable wind down period (the last day of such wind down period to be referred to herein
as the “Assignment Termination Date”). On the Assignment Termination Date, the Terminalling
Agreement automatically will be deemed reassigned to Customer and Customer Supplier shall be deemed
completely released from any and all liabilities or obligations under the Terminalling Agreement,
except for obligations (“Accrued Obligations”) incurred by Customer Supplier under the Terminalling
Agreement prior to the Assignment Termination Date; provided, however, if for any reason such
reassignment is not effective, any obligations of Customer Supplier as assignee of the Terminalling
Agreement (other than “Accrued Obligations”) will be
nonetheless completely released. Operator
hereby consents to this assignment on these terms with the express understanding by Customer and
Customer Supplier that this assignment shall not serve as a novation, and that Customer shall also
remain liable for its obligations under the Terminalling Agreement during the term of the
Assignment and the remaining term of the Terminalling Agreement. Any termination date hereunder,
including the Assignment Termination Date, shall be effective on the last day of the calendar month
in which such termination date occurs.



48









 






     2. Suspension of Paragraph 23(b). From the Effective Date to the Assignment
Termination Date, the Customer Supplier shall have no right to make an assignment pursuant to
or otherwise take any actions as a “Customer” under Section 23(b) of the Terminalling
Agreement.



     3. Environmental. From the Effective Date until the Assignment Termination Date,
Operator will comply with all environmental laws and customary industry environmental
practices with respect to its Cushing Terminal.



     4. Miscellaneous. This Assignment may not be assigned, conveyed, transferred, or
encumbered by any party without the receipt of prior written signed consent of all other
parties.
This Assignment expresses the whole agreement of the parties with regard to the subject matter
herein. There are no promises, conditions or obligations other than those enumerated herein.
This Assignment shall supersede all previous or contemporaneous
communications,
representations, or agreements, verbal or written, between or among the parties with regard to
the
subject matter herein. Each party to this Assignment agrees to perform any other or further
acts,
and execute and deliver any other or further documents, as may be necessary or appropriate to
implement this Assignment. This Assignment shall not be modified in any manner, in whole or
in part, except by a written instrument signed by each party to be bound thereby.



     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective
Date above.



	 	 	 	 	 
	 	 	COFFEYVILLE RESOURCES REFINING & MARKETING, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	PLAINS MARKETING, L.P.
	 	 	By: Plains Marketing GP Inc., its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	J. ARON & COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 






49









 





EXHIBIT B




TRANSACTION GUIDELINES



Supplier
shall acquire Crude Oil on behalf of Coffeyville in accordance with Section 4.3, and in
compliance with the other terms and conditions of this Agreement.



Both Parties agree that Purchase Contracts shall be entered into only with those Counterparties
that confirm that the subject Crude Oil cargo complies with all applicable laws, including
compliance with (a) the Export Administration Regulations (“EAR”) issued by the U.S. Department of
Commerce Bureau of Industry and Security (“BIS”) including the prohibitions in part 758 of the EAR
applicable to restrictive trade practices and boycotts, and (b) the U.S. trade embargoes and
economic sanctions administered by the U.S. Treasury Department, Office of Foreign Assets Control
(“OFAC”).



Authorized Coffeyville Employees



The following Coffeyville personnel shall be authorized to act on behalf of Coffeyville pursuant to
Section 4.3:





	 	•	 	Patrick Quinn
	 
	 	•	 	Wyatt Jemigan
	 
	 	•	 	Additional Coffeyville personnel to be designated in writing from time to
time by Coffeyville to Supplier.




List of Approved Counterparties



The following is a list of Counterparties with whom Coffeyville is authorized to negotiate
purchases of Crude Oil at the time of this Agreement. This list may change from time to time, in
accordance with Section 4.3(b) of this Agreement.



(***)




50









 







(***)




51









 







(***)




52









 








EXHIBIT C




NOMINATING AND SCHEDULING ACTIVITIES



Supplier Actions



As described in Section 4 of this Agreement, Supplier’s actions shall include but not be limited to
the following actions: all reasonable and necessary actions to schedule pipeline transportation,
terminalling and blending activities, an appurtenant Crude Oil movement and blending on behalf of
Coffeyville, as directed by Coffeyville:





	•	 	Nominating the pipeline transportation to Pipelines and Terminal
Operators, to the extent required by such parties; Supplier may also request
information regarding Coffeyville’s intra-month schedules, as may be needed to assist
Supplier and Coffeyville in meeting the Responsibilities described in this Agreement
	 
	•	 	Arranging the necessary logistics associated with ocean shipping, which
may include, but is not limited to:






	 	•	 	Freight Market Surveillance
	 
	 	•	 	Chartering Ocean-Going Vessels
	 
	 	•	 	Scheduling Waterborne Vessels from the FOB Loadport to Teppco’s
facilities located in Freeport, Texas.
	 
	 	•	 	Perform all Daily Vessel Operations, to the extent required by
chartering agreements
	 
	 	•	 	Appointment of Vessel Agents, as may be required from time to time
	 
	 	•	 	Declaration of U.S. Customs Importation, where applicable
	 
	 	•	 	Appointment of Independent Inspectors, as may be required from time to
time






	•	 	Providing all relevant communiqués and documents as may be requested by
CRRM in accordance with the terms of the Agreement





Coffeyville Actions





As described in Section 4 of this Agreement, Coffeyville’s actions shall include the following:




	 	•	 	Providing Supplier with the Monthly Delivery Plan as required by the
Agreement
	 
	 	•	 	Providing information as may be required by the Teppco Warfage “45 Day
Advance Notice” Program
	 
	 	•	 	Nominating and managing all intra-month scheduling requirements as may
be required by Pipeline and Terminal Operators, including but not limited to the





53









 










     following:




	 	•	 	Teppco’s Freeport Facility,
	 
	 	•	 	Seaway Pipeline,
	 
	 	•	 	Red River Pipeline,
	 
	 	•	 	Basin Pipeline,
	 
	 	•	 	Plains Pipeline,
	 
	 	•	 	Plains Terminaling Agreement
	 
	 	•	 	Other service providers, as may be required to fulfill Coffeyville’s
responsibilities in accordance with Section 4 of the Agreement






	•	 	Acting as Supplier’s scheduling agent with all onshore relevant Third Party
services providers
	 
	•	 	Naming and paying Supplier for any Gain and Loss Superintendent for waterborne
shipment, if requested by Coffeyville and appointed by Supplier
	 
	•	 	Providing all relevant communiqués and documents as may be requested by
Supplier in accordance with the terms of the Agreement




54









 











EXHIBIT D 




FORM OF LC



WE HEREBY ESTABLISH OUR IRREVOCABLE STAND-BY LETTER OF CREDIT
NO.                                        



IN FAVOR OF:




J. ARON & COMPANY

85 BROAD STREET

NEW YORK, NY 10004

Attn: [Sherry Lankford]

Phone: (212) 902-1287

Telex: 6720148 GSPNY




BY ORDER AND FOR THE ACCOUNT OF:

(insert full style and address)



FOR AN AMOUNT OF:

US DOLLARS                                        

(UNITED STATES DOLLARS                                        )



AVAILABLE FOR PAYMENT AT SIGHT UPON PRESENTATION AT OUR COUNTERS IN (insert city and country where
documents are to be presented) OF THE FOLLOWING DOCUMENT:



STATEMENT SIGNED BY A PURPORTEDLY AUTHORIZED REPRESENTATIVE OF J. ARON AND COMPANY CERTIFYING THAT
(insert your company name) HAS NOT PERFORMED IN ACCORDANCE WITH THE TERMS OF THE CRUDE OIL SUPPLY
AGREEMENT, DATED DECEMBER ___, 2005, BETWEEN J. ARON AND COMPANY AND
(insert your company name) AND THE AMOUNT BEING DRAWN OF USD                                        
DOES NOT EXCEED THAT AMOUNT WHICH J. ARON AND COMPANY IS ENTITLED TO DRAW.



SPECIAL CONDITIONS:





	 	1.	 	PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED.
	 
	 	2.	 	ALL CHARGES RELATED TO THIS LETTER OF CREDIT ARE FOR OPENER’S ACCOUNT.
	 
	 	3.	 	DOCUMENTS MUST BE PRESENTED NOT LATER THAN (INSERT EXPIRY DATE) OR IN THE
EVENT OF FORCE MAJEURE INTERRUPTING OUR BUSINESS, WITHIN THIRTY (30)
DAYS AFTER RESUMPTION OF OUR BUSINESS, WHICHEVER IS LATER.




55









 










UPON RECEIPT OF DOCUMENTS ISSUED IN COMPLIANCE WITH THE TERMS OF THIS CREDIT, WE HEREBY IRREVOABLY
UNDERTAKE TO COVER YOU AS PER YOUR INSTRUCTIONS WITH VALUE ONE BANK WORKING DAY.



THIS STANDY CREDIT IS SUBJECT to the UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993
REVISION), I.C.C. PUBLICATION 500.



[Name of Issuing Bank]




56









 








Exhibit E




SUMMARY OF NET CARRYING COST EXAMPLE



(***)




 









 







(***)






2









 





(***)




3









 






EXHIBIT F 




FORM OF SALE CONFIRMATION



Please note that this is a draft confirmation and is being provided for your information and
convenience only. A final confirmation will be forwarded to you upon completion of the transaction.
This draft does not represent a commitment on the part of either party to enter into any
transaction.



If there is a conflict between the terms of the Confirmation and the terms of the Crude oil
Supply Agreement, the terms of the Confirmation shall govern.




To: COFFEYVILLE RESOURCES REFINING AND MARKETING, LLC

Attention: COUNTERPARTY CONTACT

From: J. Aron & Company




	 	 	 
	We are pleased to confirm the following Transaction with you.
	 
	 	 
	Contract Reference Number:

	 	XXXXXXXXX X X
	 
	 	 
	Trade Date:

	 	XX XXX XXXX
	 
	 	 
	Buyer:

	 	COFFEYVILLE RESOURCES REFINING AND MARKETING, LLC
	 
	 	 
	Seller:

	 	J. Aron & Company
	 
	 	 
	Product:

	 	DOMESTIC SWEET (WEST TEXAS INTERMEDIATE QUALITY)
CRUDE OIL
	 
	 	 
	Quantity per Calendar Day:

	 	X,XXX.XX U.S. Barrel(s)
	 
	 	 
	Total Quantity:

	 	XX,XXX..XX U.S. Barrel(s)
	 
	 	 
	Delivery:

	 	FOB Teppco Terminal, Cushing, OK, XX XXX XXXX through
XX XXX XXXX inclusive.
	 
	 	 
	Price:

	 	USD XX.XX per BBL Fixed and Flat






All provisions contained or incorporated by reference in the Crude Oil Supply Agreement




 









 







dated as
of XX XXXX, 2005 between Coffeyville Resources Refining & Marketing, LLC and J. Aron
& Company will govern this confirmation except as expressly modified herein.



The Price referred to above is subject to adjustment pursuant to Article 10 of the Crude Oil
Supply Agreement.



All other
terms and conditions shall be in accordance with                      General Terms &
Conditions and
                    ’s Sale Confirmation, which shall be provided upon
receipt.




Contacts:

Please note the following contacts act on behalf of J. Aron & Company




Operations: J. Aron & Company, New York

Telex: 6720148 GSPNY

Phone: (212) 902-7349

Fax: (212) 493-9847




Credit: J. Aron & Company, New York

Attn: Credit & Risk Management

Telex: 6720148 GSPNY

Phone: (212) 902-7482

Fax: (212) 493-9084



Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to
this transaction (Contract Reference Number: XXXXXXXXX X X) by signing this confirmation in the
space provided below and immediately returning a copy of the executed confirmation via facsimile to
the attention of Commodity Operations at:




New York: 1-212-493-9846 (J. Aron & Company)

London: 44-207-774-2135 (Goldman Sachs International)

Singapore: 65-6889-3525 (J. Aron & Company (Singapore) Pte.)



[NOTE: upon implementation of electronic confirmation process (referred to as “click and
confirm”), foregoing language shall be modified accordingly]




	 
	Regards,

	J. Aron & Company

	 

	Signed on behalf of J. Aron & Company

	By:

	 

	Kathy Benini

	Vice President

	J. Aron & Company







2









 






	 	 	 	 	 
	Signed on behalf of COFFEYVILLE RESOURCES REFINING AND MARKETING, LLC
	 
	 	 	 	 
	By:
	 	  
	 	 
	 
	Name:

	 	 
	 
	Title:
	 	 






3









 






EXHIBIT G




FORM OF CONFIRMATION OF SPREAD QUOTATION




Date:                                         




Coffeyville Resources Refining & Marketing, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attn: Chief Operating Officer

Fax: 913-891-0000



Gentlemen:



This will confirm the terms of a “Spread Adjustment” that you (“Coffeyville”) and the undersigned
(“Supplier”) have entered into pursuant to the Crude Oil
Supply Agreement, dated as of December ___,
2005, between Coffeyville and Supplier (the “Supply Agreement”).




	 	 	 
	The terms of the Spread Adjustment are as follows:
	 
	 	 
	Reference No.                                                            
	 
	 	 
	Trade Date:
                                         , 200____
	 
	 	 
	Commodity Type: Nymex West Texas Intermediate Crude Oil
	 
	 	 
	Total Quantity:                                          U.S. Barrel(s)
	 
	 	 
	[For basis trade include the following:
	 
	 	 
	Commodity Types for basis trade: [insert two relevant Crude Oil types/grades]
	 
	 	 
	Determination Period:                                         
	 
	 	 
	Floating Price Payer (A): Supplier
	 
	 	 
	Floating Price Payer (B): Coffeyville
	 
	 	 
	Floating Price (A):

	 	For Determination Period, the average of the closing settlement
price(s) on                                 for the Nearby
                     Futures
Contract (reference below)
	 
	 	 
	 

	 	[if appropriate, indicate plus/minus any agreed differential]
	 
	 	 
	Nearby Contract (A):                                         






4









 






	 	 	 
	Floating Price (B):

	 	For Determination Period, the average of the closing settlement
price(s) on         
                                 for the Nearby              
         Futures
Contract (reference below)
	 
	 	 
	 

	 	[if appropriate, indicate plus/minus any agreed differential]
	 
	 	 
	Nearby Contract (B):                                          ]
	 
	 	 
	[For Spread Adjustment, insert the following provisions:
	 
	 	 
	Designated Pricing Period:                                         
	 
	 	 
	Spread Amount per Barrel: $                     
	 
	 	 
	Buyer: [Supplier or Coffeyville] buys                      month and sells                      month
	 
	 	 
	Seller: [Supplier or Coffeyville] sells                      month and buys                      month]
	 
	 	 
	[if transaction is allocated to a particular Sale Contract, insert:
	 
	 	 
	Related Sale Contract:                                         ]





The Spread Adjustment confirmed hereby is subject to and governed by the terms of the Supply
Agreement and, accordingly, all amounts determined above shall be applied and settled pursuant to
the Supply Agreement.



Please confirm that the foregoing correctly sets forth the terms of our agreement with
respect to
this transaction (Reference Number:                                         ) by signing this confirmation in the
space provided below and immediately returning a copy of the executed confirmation via facsimile to
the attention of Commodity Operations at New York: 1-212-493-9846 (J. Aron & Company). [NOTE: upon
implementation of electronic confirmation process (referred to as “click and confirm”), foregoing
language shall be modified accordingly]




Regards,

J. Aron & Company




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	Agreed on behalf of

Coffeyville Resources Refining & Marketing, LLC
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







5









 



EXHIBIT H





FLOW DATES




Exhibit H to the Crude Oil Supply Agreement between J. Aron & Company and Coffeyvllle
Resources Refining & Marketing, LLC



Applicable Flow, Invoice and Payment dates for Initial Term



Note:
Dates on which Invoices are based on Monthly Delivery Schedule quantities (instead of
actual metered values) are designated with an Asterix (*)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates	 	Invoice Date	 	 	Invoice Day	 	Payment Date	 	 	Payment Day
	*31Dec05
	 	29Dec05	 	 	Thu	 	30Dec05	 	Fri
	* 1Jan06
	 	30Dec05	 	 	Fri	 	3Jan06	 	Tue
	2Jan06
	 	3Jan06	 	 	Tue	 	4Jan06	 	Wed
	3Jan06
	 	4Jan06	 	 	Wed	 	5Jan06	 	Thu
	4Jan06 * 5Jan06 * 6Jan06
	 	5Jan06	 	 	Thu	 	6Jan06	 	Fri
	* 7Jan06
	 	6Jan06	 	 	Fri	 	9Jan06	 	Mon
	8Jan06
	 	9Jan06	 	 	Mon	 	10Jan06	 	Tue
	9Jan06
	 	10Jan06	 	 	Tue	 	11Jan06	 	Wed
	10Jan06
	 	11Jan06	 	 	Wed	 	12Jan06	 	Thu
	11Jan06 *12Jan06 *13Jan06 *14Jan06
	 	12Jan06	 	 	Thu	 	13Jan06	 	Fri
	*15Jan08
	 	13Jan06	 	 	Fri	 	17Jan06	 	Tue
	16Jan06
	 	17Jan06	 	 	Tue	 	18Jan06	 	Wed
	17Jan06
	 	18Jan06	 	 	Wed	 	19Jan06	 	Thu
	18Jan06 *19Jan06 *20Jan06
	 	19Jan06	 	 	Thu	 	20Jan06	 	Fri
	*21Jan06
	 	20Jan06	 	 	Fri	 	23Jan06	 	Mon
	22Jan06
	 	23Jan06	 	 	Mon	 	24Jan06	 	Tue
	23Jan06
	 	24Jan06	 	 	Tue	 	25Jan05	 	Wed
	24Jan06
	 	25Jan06	 	 	Wed	 	26Jan06	 	Thu
	25Jan06 *26Jan06 *27Jan06
	 	26Jan06	 	 	Thu	 	27Jan06	 	Fri
	*28Jan06
	 	27Jan06	 	 	Fri	 	30Jan06	 	Mon
	29Jan06
	 	03Jan06	 	 	Mon	 	31Jan06	 	Tue
	30Jan06
	 	31Jan06	 	 	Tue	 	1Feb06	 	Wed
	31Jan06
	 	1Feb06	 	 	Wed	 	2Feb06	 	Thu
	1Feb06 * 2Feb06 * 3Feb06
	 	2Feb06	 	 	Thu	 	3Feb06	 	Fri






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates	 	 	Invoice Date	 	Invoice Day	 	 	Payment Date	 	Payment Day
	* 4Feb06
	 	3Feb06	 	Fri	 	6Feb06	 	Mon
	5Feb06
	 	6Feb06	 	Mon	 	7Feb06	 	Tue
	6Feb06
	 	7Feb06	 	Tue	 	8Feb06	 	Wed
	7Feb06
	 	8Feb06	 	Wed	 	9Feb06	 	Thu
	8Feb06 * 9Feb06 *10Feb06
	 	9Feb06	 	Thu	 	10Feb06	 	Fri
	*11Feb06
	 	10Feb06	 	Fri	 	13Feb06	 	Mon
	12Feb06
	 	13Feb06	 	Mon	 	14Feb06	 	Tue
	13Feb06
	 	14Fab06	 	Tue	 	15Feb06	 	Wed
	14Feb06
	 	15Feb06	 	Wed	 	16Feb06	 	Thu
	15Feb06 *16Feb06 *17Feb06 *18Feb06
	 	16Feb06	 	Thu	 	17Feb06	 	Fri
	*19Feb06
	 	17Feb06	 	Fri	 	21Feb06	 	Tue
	20Feb06
	 	21Feb06	 	Tue	 	22Feb06	 	Wed
	21Feb06
	 	22Feb06	 	Wed	 	23Feb06	 	Thu
	22Feb06 *23Feb06 *24Feb06
	 	23Feb06	 	Thu	 	24Feb06	 	Fri
	*25Feb06
	 	24Feb06	 	Fri	 	27Feb06	 	Mon
	26Feb06
	 	27Feb06	 	Mon	 	28Feb06	 	Tue
	27Feb06
	 	28Feb06	 	Tue	 	1Mar06	 	Wed
	28Feb06
	 	1 Mar06	 	Wed	 	2Mar06	 	Thu
	1Mar06 * 2Mar06 * 3Mar06
	 	2Mar06	 	Thu	 	3Mar06	 	Fri
	*4Mar06
	 	3Mar06	 	Fri	 	6Mar06	 	Mon
	5Mar06
	 	6Mar06	 	Mon	 	7Mar06	 	Tue
	6Mar06
	 	7Mar06	 	Tue	 	8Mar06	 	Wed
	7Mar06
	 	8Mar06	 	Wed	 	9Mar06	 	Thu
	8Mar06 * 9Mar06 *10Mar06
	 	9Mar06	 	Thu	 	10Mar06	 	Fri
	*11 Mar06
	 	10Mar06	 	Fri	 	13Mar06	 	Mon
	12Mar06
	 	13Mar06	 	Mon	 	14Mar06	 	Tue
	13Mar06
	 	14Mar06	 	Tue	 	15Mar06	 	Wed
	14Mar06
	 	15Mar06	 	Wed	 	16Mar06	 	Thu
	15Mar06 *16Mar06 *17Mar06
	 	16Mar06	 	Thu	 	17Mar06	 	Fri
	*18Mar06
	 	17Mar06	 	Fri	 	20Mar06	 	Mon
	19Mar06
	 	20Mar06	 	Mon	 	21Mar06	 	Tue
	20Mar06
	 	21Mar06	 	Tue	 	22Mar06	 	Wed
	21Mar06
	 	22Mar06	 	Wed	 	23Mar06	 	Thu
	22Mar06 *23Mar06 *24Mar06
	 	23Mar06	 	Thu	 	24Mar06	 	Fri
	*25Mar06
	 	24Mar06	 	Fri	 	27Mar06	 	Mon
	26Mar06
	 	27Mar06	 	Mon	 	28Mar06	 	Tue






2









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates	 	 	Invoice Date	 	Invoice Day	 	 	Payment Date	 	Payment Day
	27Mar06
	 	28Mar06	 	Tue	 	29Mar06	 	Wed
	28Mar06
	 	29Mar06	 	Wed	 	30Mar06	 	Thu
	29Mar06 *30Mar06 *31Mar06
	 	30Mar06	 	Thu	 	31Mar06	 	Fri
	* 1Apr06
	 	31Mar06	 	Fri	 	3Apr06	 	Mon
	2Apr06
	 	3Apr06	 	Mon	 	4Apr06	 	Tue
	3Apr06
	 	4Apr06	 	Tue	 	5Apr06	 	Wed
	4Apr06
	 	5Apr06	 	Wed	 	6Apr06	 	Thu
	5Apr06 * 6Apr06 * 7Apr06
	 	6Apr06	 	Thu	 	7Apr06	 	Fri
	*8Apr06
	 	7Apr06	 	Fri	 	10Apr06	 	Mon
	9Apr06
	 	10Apr06	 	Mon	 	11Apr06	 	Tue
	10Apr06
	 	11Apr06	 	Tue	 	12Apr06	 	Wed
	11Apr06
	 	12Apr06	 	Wed	 	13Apr06	 	Thu
	12Apr06 *13Apr06 *14Apr06
	 	13Apr06	 	Thu	 	14Apr06	 	Fri
	*15Apr06
	 	14Apr06	 	Fri	 	17Apr06	 	Mon
	16Apr06
	 	17Apr06	 	Mon	 	18Apr06	 	Tue
	17Apr06
	 	18Apr06	 	Tue	 	19Apr06	 	Wed
	18Apr06
	 	19Apr06	 	Wed	 	20Apr06	 	Thu
	19Apr06 *20Apr06 *21Apr06
	 	20Apr06	 	Thu	 	21Apr06	 	Fri
	*22Apr06
	 	21Apr06	 	Fri	 	24Apr06	 	Mon
	23Apr06
	 	24Apr06	 	Mon	 	25Apr06	 	Tue
	24Apr06
	 	25Apr06	 	Tue	 	26Apr06	 	Wed
	25Apr06
	 	26Apr06	 	Wed	 	27Apr06	 	Thu
	26Apr06 *27Apr06 *28Apr06
	 	27Apr06	 	Thu	 	28Apr06	 	Fri
	*29Apr06
	 	28Apr06	 	Fri	 	1May06	 	Mon
	30Apr06
	 	1May06	 	Mon	 	2May06	 	Tue
	1May06
	 	2May06	 	Tue	 	3May06	 	Wed
	2May06
	 	3May06	 	Wed	 	4May06	 	Thu
	3May06 * 4May06 * 5May06
	 	4May06	 	Thu	 	5May06	 	Fri
	* 6May06
	 	5May06	 	Fri	 	8May06	 	Mon
	7May06
	 	8May06	 	Mon	 	9May06	 	Tue
	8May06
	 	9May06	 	Tue	 	10May06	 	Wed
	9May06
	 	10May06	 	Wed	 	11May06	 	Thu
	10May06 *11May06 *12May06
	 	11May06	 	Thu	 	12May06	 	Fri
	*13May06
	 	12May06	 	Fri	 	15May06	 	Mon
	14May06
	 	15May06	 	Mon	 	16May06	 	Tue
	15May06
	 	16May06	 	Tue	 	17May06	 	Wed






3









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates	 	 	Invoice Date	 	Invoice Day	 	 	Payment Date	 	Payment Day
	16May06
	 	17May06	 	Wed	 	18May06	 	Thu
	17May06 *18May06 *19May06
	 	18May06	 	Thu	 	19May06	 	Fri
	*20May06
	 	19May06	 	Fri	 	22May06	 	Mon
	21May06
	 	22May06	 	Mon	 	23May06	 	Tue
	22May06
	 	23May06	 	Tue	 	24May06	 	Wed
	23May06
	 	24May06	 	Wed	 	25May06	 	Thu
	24May06 *25May06 *26May06 *27May06
	 	25May06	 	Thu	 	26May06	 	Fri
	*28May06
	 	26May06	 	Fri	 	30May06	 	Tue
	29May06
	 	30May06	 	Tue	 	31May06	 	Wed
	30May06
	 	31May06	 	Wed	 	1Jun06	 	Thu
	31May06 * 1Jun06 * 2Jun06
	 	1Jun06	 	Thu	 	2Jun06	 	Fri
	* 3Jun06
	 	2Jun06	 	Fri	 	5Jun06	 	Mon
	4Jun06
	 	5Jun06	 	Mon	 	6Jun06	 	Tue
	5Jun06
	 	6Jun06	 	Tue	 	7Jun06	 	Wed
	6Jun06
	 	7Jun06	 	Wed	 	8Jun06	 	Thu
	7Jun06 *8Jun06 *9Jun06
	 	8Jun06	 	Thu	 	9Jun06	 	Fri
	*10Jun06
	 	9Jun06	 	Fri	 	12Jun06	 	Mon
	11Jun06
	 	12Jun06	 	Mon	 	13Jun06	 	Tue
	12Jun06
	 	13Jun06	 	Tue	 	14Jun06	 	Wed
	13Jun06
	 	14Jun06	 	Wed	 	15Jun06	 	Thu
	14Jun06 *15Jun06 *16Jun06
	 	15Jun06	 	Thu	 	16Jun06	 	Fri
	*17Jun06
	 	16Jun06	 	Fri	 	19Jun06	 	Mon
	18Jun06
	 	19Jun06	 	Mon	 	20Jun06	 	Tue
	19Jun06
	 	20Jun06	 	Tue	 	21Jun06	 	Wed
	20Jun06
	 	21Jun06	 	Wed	 	22Jun06	 	Thu
	21Jun06 *22Jun06 *23Jun06
	 	22Jun06	 	Thu	 	23Jun06	 	Fri
	*24Jun06
	 	23Jun06	 	Fri	 	26Jun06	 	Mon
	25Jun06
	 	26Jun06	 	Mon	 	27Jun06	 	Tue
	26Jun06
	 	27Jun06	 	Tue	 	28Jun06	 	Wed
	27Jun06
	 	28Jun06	 	Wed	 	29Jun06	 	Thu
	28Jun06 *29Jun06 *30Jun06
	 	29Jun06	 	Thu	 	30Jun06	 	Fri
	* 1Jul06 * 2Jul06
	 	30Jun06	 	Fri	 	3Jul06	 	Mon
	* 3JUL06
	 	3Jul06	 	Mon	 	5Jul06	 	Wed
	4Jul06
	 	5Jul06	 	Wed	 	6Jul06	 	Thu
	6Jul06 *
6Jul06 * 7Jul06
	 	6Jul06	 	Thu	 	7Jul06	 	Fri
	* 8Jul06
	 	7Jul06	 	Fri	 	10Jul06	 	Mon






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates
	 	Invoice Date	 	Invoice Day	 	Payment Date	 	Payment Day
	9Jul06
	 	10Jul06	 	Mon	 	11Jul06	 	Tue
	10Jul06
	 	11Jul06	 	Tue	 	12Jul06	 	Wed
	11Jul06
	 	12Jul06	 	Wed	 	13Jul06	 	Thu
	12Jul06 *13Jul06 *14Jul06
	 	13Jul06	 	Thu	 	14Jul06	 	Fri
	*15Jul06
	 	14Jul06	 	Fri	 	17Jul06	 	Mon
	16Jul06
	 	17Jul06	 	Mon	 	18Jul06	 	Tue
	17Jul06
	 	18Jul06	 	Tue	 	19Jul06	 	Wed
	18Jul06
	 	19Jul06	 	Wed	 	20Jul06	 	Thu
	19Jul06 *20Jul06 *21Jul06
	 	20Jul06	 	Thu	 	21Jul06	 	Fri
	*22Jul06
	 	21Jul06	 	Fri	 	24Jul06	 	Mon
	23Jul06
	 	24Jul06	 	Mon	 	25Jul06	 	Tue
	24Jul06
	 	25Jul06	 	Tue	 	26Jul06	 	Wed
	25Jul06
	 	26Jul06	 	Wed	 	 	 	27Jul06	 	Thu
	26Jul06 *27Jul06 *28Jul06
	 	27Jul06	 	Thu	 	28Jul06	 	Fri
	*29Jul06
	 	28Jul06	 	Fri	 	31Jul06	 	Mon
	30Jul06
	 	31Jul06	 	Mon	 	1Aug06	 	Tue
	31Jul06
	 	1Aug06	 	Tue	 	2Aug06	 	Wed
	1Aug06
	 	2Aug06	 	Wed	 	3Aug06	 	Thu
	2Aug06 *3Aug06 *4Aug06
	 	3Aug06	 	Thu	 	4Aug06	 	Fri
	* 5Aug06
	 	4Aug06	 	Fri	 	7Aug06	 	Mon
	6Aug06
	 	7Aug06	 	Mon	 	8Aug06	 	Tue
	7Aug06
	 	8Aug06	 	Tue	 	9Aug06	 	Wed
	8Aug06
	 	9Aug06	 	Wed	 	10Aug06	 	Thu
	9Aug06 *10Aug06 *11Aug06
	 	10Aug06	 	Thu	 	11Aug06	 	Fri
	*12Aug06
	 	11Aug06	 	Fri	 	14Aug06	 	Mon
	13Aug06
	 	14Aug06	 	Mon	 	15Aug06	 	Tue
	14Aug06
	 	15Aug06	 	Tue	 	16Aug06	 	Wed
	15Aug06
	 	16Aug06	 	Wed	 	17Aug06	 	Thu
	16Aug06 *17Aug06 *18Aug06
	 	17Aug06	 	Thu	 	18Aug06	 	Fri
	*19Aug06
	 	18Aug06	 	Fri	 	21Aug06	 	Mon
	20Aug06
	 	21Aug06	 	Mon	 	22Aug06	 	Tue
	21Aug06
	 	22Aug06	 	Tue	 	23Aug06	 	Wed
	22Aug06
	 	23Aug06	 	Wed	 	24Aug06	 	Thu
	23Aug06 *24Aug06 *25Aug06
	 	24Aug06	 	Thu	 	25Aug06	 	Fri
	*26Aug06
	 	25Aug06	 	Fri	 	28Aug06	 	Mon
	27Aug06
	 	28Aug06	 	Mon	 	29Aug06	 	Tue






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates
	 	Invoice Date	 	Invoice Day	 	Payment Date	 	Payment Day
	28Aug06
	 	29Aug06	 	Tue	 	30Aug06	 	Wed
	29Aug06
	 	30Aug06	 	Wed	 	31Aug06	 	Thu
	30Aug06 *31Aug06 * 1Sep06 * 2Sep06
	 	31Aug06	 	Thu	 	1Sep06	 	Fri
	* 3Sep06
	 	1 Sep06	 	Fri	 	5Sep06	 	Tue
	4Sep06
	 	5Sep06	 	Tue	 	6Sep06	 	Wed
	5Sep06
	 	6Sep06	 	Wed	 	7Sep06	 	Thu
	6Sep06 * 7Sep06 * 8Sep06
	 	7Sep06	 	Thu	 	8Sep06	 	Fri
	* 9Sep06
	 	8Sep06	 	Fri	 	11Sep06	 	Mon
	10Sep06
	 	11Sep06	 	Mon	 	12Sep06	 	Tue
	11Sep06
	 	12Sep06	 	Tue	 	13Ssp06	 	Wed
	12Sep06
	 	13Sep06	 	Wed	 	14Sep06	 	Thu
	13Sep06 *14Sep06 *15Sep06
	 	14Sep06	 	Thu	 	15Sep06	 	Fri
	*16Sep06
	 	15Sep06	 	Fri	 	18Sep06	 	Mon
	17Sep06
	 	18Sep06	 	Mon	 	19Sep06	 	Tue
	18Sep06
	 	19Sep06	 	Tue	 	20Sep06	 	Wed
	19Sep06
	 	20Sep06	 	Wed	 	21Sep06	 	Thu
	20Sep06 *21Sep06 *22Sep06
	 	21Sep06	 	Thu	 	22Sep06	 	Fri
	*23Sep06
	 	22Sep06	 	Fri	 	25Sep06	 	Mon
	24Sep06
	 	25Sep06	 	Mon	 	26Sep06	 	Tue
	25Sep06
	 	26Sep06	 	Tue	 	27Sep06	 	Wed
	26Sep06
	 	27Sep06	 	Wed	 	28Sep06	 	Thu
	27Sep06 *28Sep06 *29Sep06
	 	28Sep06	 	Thu	 	29Sep06	 	Fri
	*30Sep06
	 	29Sep06	 	Fri	 	2Oct06	 	Mon
	1Oct06
	 	2Oct06	 	Mon	 	3Oct06	 	Tue
	2Oct06
	 	3Oct06	 	Tue	 	4Oct06	 	Wed
	3Oct06
	 	4Oct06	 	Wed	 	5Oct06	 	Thu
	4Oct06 * 5Oct06 * 6Oct06 * 7Oct06
	 	5Oct06	 	Thu	 	6Oct06	 	Fri
	* 8Oct06
	 	6Oct06	 	Fri	 	10Oct06	 	Tue
	9Oct06
	 	10Oct06	 	Tue	 	11Oct06	 	Wed
	10Oct06
	 	11Oct06	 	Wed	 	12Oct06	 	Thu
	11Oct06 *12Oct06 *13Oct06
	 	12Oct06	 	Thu	 	 	 	13Oct06	 	Fri
	*14Oct06
	 	13Oct06	 	Fri	 	16Oct06	 	Mon
	15Oct06
	 	16Oct06	 	Mon	 	17Oct06	 	Tue
	16Oct06
	 	17Oct06	 	Tue	 	18Oct06	 	Wed
	17Oct06
	 	18Oct06	 	Wed	 	19Oct06	 	Thu
	18Oct06 *19Oct06 *20Oct06
	 	19Oct06	 	Thu	 	20Oct06	 	Fri






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates
	 	Invoice Date	 	Invoice Day	 	Payment Date	 	Payment Day
	*21Oct06
	 	20Oct06	 	Fri	 	23Oct06	 	Mon
	22Oct06
	 	23Oct06	 	Mon	 	24Oct06	 	Tue
	23Oct06
	 	24Oct06	 	Tue	 	25Oct06	 	Wed
	24Oct06
	 	25Oct06	 	Wed	 	26Oct06	 	Thu
	25Oct06
*26Oct06 *27Oct06
	 	26Oct06	 	Thu	 	27Oct06	 	Fri
	*28Oct06
	 	27Oct06	 	Fri	 	30Oct06	 	Mon
	29Oct06
	 	30Oct06	 	Mon	 	31Oct06	 	Tue
	30Oct06
	 	31Oct06	 	Tue	 	1Nov06	 	Wed
	31Oct06
	 	1Nov06	 	Wed	 	2Nov06	 	Thu
	1Nov06 * 2Nov06 * 3Nov06
	 	2Nov06	 	Thu	 	3Nov06	 	Fri
	* 4Nov06
	 	3Nov06	 	Fri	 	6Nov06	 	Mon
	5Nov06
	 	6Nov06	 	Mon	 	7Nov06	 	Tue
	6Nov06
	 	7Nov06	 	Tue	 	8Nov06	 	Wed
	7Nov06
	 	8Nov06	 	Wed	 	9Nov06	 	Thu
	8Nov06 * 9Nov06 *10Nov06
	 	9Nov06	 	Thu	 	10Nov06	 	Fri
	*11Nov06
	 	10Nov06	 	Fri	 	13Nov06	 	Mon
	12Nov06
	 	13Nov06	 	Mon	 	14Nov06	 	Tue
	13Nov06
	 	14Nov06	 	Tue	 	15Nov06	 	Wed
	14Nov06
	 	15Nov06	 	Wed	 	16Nov06	 	Thu
	15Nov06 *16Nov06 *17Nov06
	 	16Nov06	 	Thu	 	17Nov06	 	Fri
	*18Nov06
	 	17Nov06	 	Fri	 	20Nov06	 	Mon
	19Nov06
	 	20Nov06	 	Mon	 	21Nov06	 	Tue
	20Nov06 *21Nov06
	 	21Nov06	 	Tue	 	22Nov06	 	Wed
	*22Nov06
*23Nov06 *24Nov06
	 	22Nov06	 	Wed	 	24Nov06	 	Fri
	*25Nov06
	 	24Nov06	 	Fri	 	27Nov06	 	Mon
	26Nov06
	 	27Nov06	 	Mon	 	28Nov06	 	Tue
	27Nov06
	 	28Nov06	 	Tue	 	29Nov06	 	Wed
	28Nov06
	 	29Nov06	 	Wed	 	30Nov06	 	Thu
	29Nov06 * 30Nov06 * 1Dec06
	 	30Nov06	 	Thu	 	1Dec06	 	Fri
	*  2Dec06
	 	1Dec06	 	Fri	 	4Dec06	 	Mon
	3Dec06
	 	4Dec06	 	Mon	 	5Dec06	 	Tue
	4Dec06
	 	5Dec06	 	Tue	 	6Dec06	 	Wed
	5Dec06
	 	6Dec06	 	Wed	 	7Dec06	 	Thu
	6Dec06 * 7Dec06 * 8Dec06
	 	7Dec06	 	Thu	 	8Dec06	 	Fri
	* 9Dec06
	 	8Dec06	 	Fri	 	11Dec06	 	Mon
	10Dec06
	 	11Dec06	 	Mon	 	12Dec06	 	Tue






7









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flow Dates
	 	Invoice Date	 	Invoice Day	 	Payment Date	 	Payment Day
	11Dec06
	 	12Dec06	 	Tue	 	13Dec06	 	Wed
	12Dec06
	 	13Dec06	 	Wed	 	14Dec06	 	Thu
	13Dec06 *14Dec06 *15Dec06
	 	14Dec06	 	Thu	 	15Dec06	 	Fri
	*16Dec06
	 	15Dec06	 	Fri	 	18Dec06	 	Mon
	17Dec06
	 	18Dec06	 	Mon	 	19Dec06	 	Tue
	18Dec06
	 	19Dec06	 	Tue	 	20Deo06	 	Wed
	19Dec06
	 	20Deo06	 	Wed	 	21Dec06	 	Thu
	20Dec06 *21Dec06 *22Dec06 *23Dec06
	 	21Dec06	 	Thu	 	22Dec06	 	Fri
	*24Dec06
	 	22Dec06	 	Fri	 	26Dec06	 	Tue
	25Dec06
	 	26Dec06	 	Tue	 	27Dec06	 	Wed
	26Dec06
	 	27Dec06	 	Wed	 	28Dec06	 	Thu
	27Dec06 *28Dec06 *29Dec06 *30Dec06
	 	28Dec06	 	Thu	 	29Dec06	 	Fri
	*31Dec06
	 	29Dec06	 	Fri	 	2Jan07	 	Tue







8