EX-10.37



 




 Exhibit 10.37

REDEMPTION AGREEMENT




     REDEMPTION AGREEMENT, effective as of [          ,] 2007 (this “Agreement”), by and
between Coffeyville Acquisition LLC, a Delaware limited liability company, (the “Company”),
and the parties set forth on Schedule A hereto (the “Redeemed Parties”).



     WHEREAS, the Company and the Redeemed Parties are parties to the Second Amended and Restated
Limited Liability Company Agreement of the Company, dated as of July 25, 2005 (the “LLC
Agreement”);



     WHEREAS, each of the Redeemed Parties holds the units of membership interests in the Company
set forth opposite such Redeemed Party’s name on Schedule A hereto (“Company
Units”);



     WHEREAS, contemporaneously with this Agreement, the Company is entering into a Limited
Liability Company Agreement (“CA II LLC Agreement”) with Coffeyville Acquisition II LLC, a
Delaware limited liability company (“CA II”), pursuant to which the Company is contributing
50% of its assets in consideration of the issuance by CA II to the Company of 100% of the
membership interests in CA II (the “Contribution”);



     WHEREAS, in connection with the Contribution, the parties hereto desire that the Company
purchase and redeem the number and type of Company Units set forth opposite each Redeemed Party’s
name on Schedule B hereto (the “Redeemed Units”) in exchange for the number and
type of units of membership interests in CA II set forth opposite such Redeemed Party’s name on
Schedule C hereto (“CA II Units”);




     WHEREAS,
the redemption shall be treated as a division of the Company within
the meaning of section 1.708-1 of the Regulations of the Treasury
Department of the United States issued pursuant to the Internal
Revenue Code of 1986, as amended with neither the Company nor
CA II treated as a continuing partnership; and




     WHEREAS, immediately after the consummation of the transactions contemplated by this
Agreement, the Company will no longer hold any units of membership interests in CA II.



     NOW, THEREFORE, in consideration of the premises and the representations, warranties and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:



ARTICLE I




REDEMPTION AND TRANSFER OF MEMBERSHIP INTERESTS




     1.1. Redemption and Transfer of Membership Interests. Upon the terms and subject to
the conditions set forth in this Agreement, simultaneously with the execution and delivery of this
Agreement, (a) the Redeemed Units shall hereby be redeemed and cancelled in their entirety in
exchange for the CA II Units, (b) the Company hereby transfers, conveys and delivers to the
Redeemed Parties and each Redeemed Party hereby acquires and accepts, free and clear of all liens,
claims, security interest, pledges, charges and other encumbrances, the CA II Units set forth
opposite its name on Schedule C hereto and (c) each Redeemed Party shall duly execute and deliver
the First Amended and Restated Limited Liability Company Agreement of Coffeyville Acquisition II
LLC, a form of which is attached hereto as Exhibit I.



 









 





     1.2. Release of Liability. The parties hereto acknowledge and agree that each of the
Redeemed Parties are, to the fullest extent permitted by applicable law, relieved of any further
liability arising with respect to such Redeemed Party’s Redeemed Units for events occurring from
and after the consummation of the transactions contemplated in this Agreement. Nothing in this
Agreement shall relieve any Redeemed Party for any liability arising with respect to such Redeemed
Party’s Redeemed Units for events occurring prior to the consummation of the transactions
contemplated in this Agreement, including any liability pursuant to Section 9.4(a) of the LLC
Agreement.



ARTICLE II




REPRESENTATIONS AND WARRANTIES OF THE COMPANY




          The Company hereby represents and warrants to the Redeemed Parties that as of the date the
Company executes this Agreement:




     2.1. Organization and Good Standing. The Company is an entity duly organized and
validly existing under the laws of Delaware and has the requisite corporate power and authority to
own, operate and carry on its business as now conducted.



     2.2. Authority; Enforceability. All actions required to be taken by or on behalf of
the Company to authorize such party to execute, deliver and perform the Company’s obligations under
this Agreement have been taken, and this Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as
the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or
equitable principles relating to or limiting the rights of contracting parties generally.



     2.3. Ownership of Units. The Company is the record and beneficial owner of the CA II
Units. The Company has the requisite corporate power and authority to transfer the CA II Units as
provided in this Agreement and the Company is delivering to each Redeemed Party good and marketable
title to the CA II Units, free and clear of any and all liens, claims, charges, security interests,
options or other encumbrances, other than those provided under federal or state securities laws or
under the CA II LLC Agreement.



     2.4. No Violation; Consent. The execution and delivery of this Agreement and the
consummation by the Company of the transactions contemplated hereby in the manner contemplated
hereby do not and will not conflict with, or result in a breach of any terms of, or constitute a
default under, any agreement or instrument or any applicable law, or any judgment, decree, writ,
injunction, order or award of any arbitrator, court or governmental authority which is applicable
to the Company or by which the Company or any material portion of the properties of the Company is
bound, except for conflicts, breaches and defaults that, individually or in the aggregate, will not
have a material adverse effect upon the Company’s ability to enter into and carry out its
obligations under this Agreement.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF THE REDEEMED PARTIES




-2-









 





          Each Redeemed Party, severally but not jointly, hereby represents and warrants to each other
party to this Agreement that as of the date such party executes this Agreement:




     3.1. Organization and Good Standing. Such Redeemed Party, if not a natural person, is
duly organized and validly existing under the laws of the jurisdiction of its organization. Such
Redeemed Party has the requisite power and authority to own, operate and carry on its business as
now conducted.



     3.2 Authority; Enforceability. All actions required to be taken by or on behalf of
such Redeemed Party to authorize such party to execute, deliver and perform such Redeemed Party’s
obligations under this Agreement have been taken, and this Agreement constitutes the legal, valid
and binding obligation of such Redeemed Party, enforceable against such Redeemed Party in
accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium
or similar laws, or by legal or equitable principles relating to or limiting the rights of
contracting parties generally.



     3.3. Ownership of Units. Such Redeemed Party is the record and beneficial owner of
the Company Units purported to be owned by such Redeemed Party with good and marketable title to
such Company Units, free and clear of any and all liens, claims, charges, security interests,
options or other encumbrances, other than those provided under federal or state securities laws or
under the LLC Agreement.



     3.4. Compliance with Laws and Other Instruments. The execution and delivery of this
Agreement and the consummation by such Redeemed Party of the transactions contemplated hereby in
the manner contemplated hereby do not and will not conflict with, or result in a breach of any
terms of, or constitute a default under, any agreement or instrument or any applicable law, or any
judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental
authority which is applicable to such Redeemed Party or by which such Redeemed Party or any
material portion of the properties of such Redeemed Party is bound, except for conflicts, breaches
and defaults that, individually or in the aggregate, will not have a material adverse effect upon
the financial condition, business or operations of such Redeemed Party or upon such Redeemed
Party’s ability to enter into and carry out its obligations under this Agreement.



ARTICLE IV

MISCELLANEOUS AGREEMENTS OF THE PARTIES




     4.1. Mutual Cooperation; No Inconsistent Action. Subject to the terms and conditions
hereof, each of the parties hereto agree to use their reasonable best efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.



     4.2. Entire Agreement; Amendment; Waiver. This Agreement represents the entire
understanding and agreement between the parties hereto with respect to the subject matter hereof
and may be amended, supplemented or otherwise modified only by a written instrument executed by the
parties hereto. No waiver by any party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and executed by the party so waiving.



-3-









 





     4.3. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.



     4.4. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall be deemed to be one and
the same instrument.



     4.5. Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.



     4.6. Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in effect.



     4.7. Binding Effect; Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted assigns. Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights in any person not
a party to this Agreement. No assignment of this Agreement or of any rights or obligations
hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without such required
consent shall be void.



[Signature page follows]




-4-









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	COFFEYVILLE ACQUISITION LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GSCP V Advisors, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GSCP V Offshore Advisors, L.L.C.,
its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Redemption Agreement]









 






	 	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GS Advisors V, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V GmbH & CO. KG	 	 
	 
	 	 	 	 	 	 
	 	 	By: Goldman, Sachs Management GP GmbH,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 





[Signature Page to Redemption Agreement]









 






	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	JOHN J. LIPINSKI	 	 
	 
	 	 	 	 	 	 
	 	 	THE TARA K. LIPINSKI 2007 EXEMPT TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Tara K. Lipinski

Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	THE LIPINSKI 2007 EXEMPT FAMILY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Patricia E. Lipinski

Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	STANLEY A. RIEMANN	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	JAMES T. RENS	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	KEITH D. OSBORN	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	KEVAN A. VICK	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	WESLEY CLARK	 	 







[Signature Page to Redemption Agreement]









 








Schedule A




Current Ownership in the Company




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Units of
	 	 	Membership Interests in the Company
	 	 	Common	 	Operating	 	Value
	Name	 	Units	 	Units	 	Units
	GS Capital Partners V
Fund, L.P.
	 	 	5,948,244	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Offshore Fund, L.P.
	 	 	3,072,615	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Institutional, L.P.
	 	 	2,039,735	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
GmbH & Co. KG
	 	 	235,827	 	 	 	N/A	 	 	 	N/A	 
	John J. Lipinski
	 	 	57,446	 	 	 	N/A	 	 	 	N/A	 
	The Tara K. Lipinski
	 	 	 	 	 	 	157,909	 	 	 	315,818.5	 
	2007 Exempt Trust
	 	 	N/A	 	 	 	36,246	 	 	 	72,483	 
	The Lipinski 2007
	 	 	 	 	 	 	157,909	 	 	 	315,818.5	 
	Exempt Family Trust
	 	 	N/A	 	 	 	36,246	 	 	 	72,483	 
	Stanley A. Riemann
	 	 	35,352	 	 	 	140,185	 	 	 	280,371	 
	James T. Rens
	 	 	22,095	 	 	 	71,965	 	 	 	143,931	 
	Keith D. Osborn
	 	 	22,095	 	 	 	71,965	 	 	 	143,931	 
	Kevan A. Vick
	 	 	22,095	 	 	 	71,965	 	 	 	143,931	 
	Robert W. Haugan
	 	 	8,838	 	 	 	71,965	 	 	 	143,931	 
	Wyatt E. Jernigan
	 	 	8,838	 	 	 	71,965	 	 	 	143,931	 
	Alan K. Rugh
	 	 	8,838	 	 	 	51,901	 	 	 	103,801	 
	Daniel J. Daly, Jr.
	 	 	4,419	 	 	 	51,901	 	 	 	103,801	 
	Edmund Gross
	 	 	2,651	 	 	 	N/A	 	 	 	N/A	 
	Chris Swanberg
	 	 	2,209	 	 	 	N/A	 	 	 	N/A	 
	John Huggins
	 	 	6,187	 	 	 	N/A	 	 	 	N/A	 
	Wesley Clark
	 	 	22,095	 	 	 	N/A	 	 	 	N/A	 
	Total
	 	 	11,519,579	 	 	 	992,122	 	 	 	1,984,231	 






 









 






Schedule B




Redeemed Company Units




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Units of
	 	 	Membership Interests in the Company
	 	 	Common	 	Operating	 	Value
	Name	 	Units	 	Units	 	Units
	GS Capital Partners V
Fund, L.P.
	 	 	5,948,244	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Offshore Fund, L.P.
	 	 	3,072,615	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Institutional, L.P.
	 	 	2,039,735	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
GmbH & Co. KG
	 	 	235,827	 	 	 	N/A	 	 	 	N/A	 
	John J. Lipinski
	 	 	57,446	 	 	 	N/A	 	 	 	N/A	 
	The Tara K. Lipinski
	 	 	 	 	 	 	78,954.5	 	 	 	157,909.25	 
	2007 Exempt Trust
	 	 	N/A	 	 	 	18,123	 	 	 	36,241.5	 
	The Lipinski 2007
	 	 	 	 	 	 	78,954.5	 	 	 	157,909.25	 
	Exempt Family Trust
	 	 	N/A	 	 	 	18,123	 	 	 	36,241.5	 
	Stanley A. Riemann
	 	 	17,676	 	 	 	70,092.5	 	 	 	140,185.5	 
	James T. Rens
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Keith D. Osborn
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Kevan A. Vick
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Robert W. Haugan
	 	 	4,419	 	 	 	35,982.5	 	 	 	71,965.5	 
	Wyatt E. Jernigan
	 	 	4,419	 	 	 	35,982.5	 	 	 	71,965.5	 
	Alan K. Rugh
	 	 	4,419	 	 	 	25,950.5	 	 	 	51,900.5	 
	Daniel J. Daly, Jr.
	 	 	2,209.5	 	 	 	25,950.5	 	 	 	51,900.5	 
	Edmund Gross
	 	 	1,325.5	 	 	 	N/A	 	 	 	N/A	 
	Chris Swanberg
	 	 	1,104.5	 	 	 	N/A	 	 	 	N/A	 
	John Huggins
	 	 	3,093.5	 	 	 	N/A	 	 	 	N/A	 
	Wesley Clark
	 	 	11,047.50	 	 	 	N/A	 	 	 	N/A	 
	Total
	 	 	11,408,000.00	 	 	 	496,061	 	 	 	992,115.50	 






 









 






Schedule C




Issued CA II Units




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Units of
	 	 	Membership Interests in CA II
	 	 	Common	 	Operating	 	Value
	Name	 	Units	 	Units	 	Units
	GS Capital Partners V
Fund, L.P.
	 	 	5,948,244	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Offshore Fund, L.P.
	 	 	3,072,615	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
Institutional, L.P.
	 	 	2,039,735	 	 	 	N/A	 	 	 	N/A	 
	GS Capital Partners V
GmbH & Co. KG
	 	 	235,827	 	 	 	N/A	 	 	 	N/A	 
	John J. Lipinski
	 	 	28,723	 	 	 	N/A	 	 	 	N/A	 
	The Tara K. Lipinski
	 	 	 	 	 	 	78,954.5	 	 	 	157,909.25	 
	2007 Exempt Trust
	 	 	N/A	 	 	 	18,123	 	 	 	36,241.5	 
	The Lipinski 2007
	 	 	 	 	 	 	78,954.5	 	 	 	157,909.25	 
	Exempt Family Trust
	 	 	N/A	 	 	 	18,123	 	 	 	36,241.5	 
	Stanley A. Riemann
	 	 	17,676	 	 	 	70,092.5	 	 	 	140,185.5	 
	James T. Rens
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Keith D. Osborn
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Kevan A. Vick
	 	 	11,047.5	 	 	 	35,982.5	 	 	 	71,965.5	 
	Robert W. Haugan
	 	 	4,419	 	 	 	35,982.5	 	 	 	71,965.5	 
	Wyatt E. Jernigan
	 	 	4,419	 	 	 	35,982.5	 	 	 	71,965.5	 
	Alan K. Rugh
	 	 	4,419	 	 	 	25,950.5	 	 	 	51,900.5	 
	Daniel J. Daly, Jr.
	 	 	2,209.5	 	 	 	25,950.5	 	 	 	51,900.5	 
	Edmund Gross
	 	 	1,325.5	 	 	 	N/A	 	 	 	N/A	 
	Chris Swanberg
	 	 	1,104.5	 	 	 	N/A	 	 	 	N/A	 
	John Huggins
	 	 	3,093.5	 	 	 	N/A	 	 	 	N/A	 
	Wesley Clark
	 	 	11,047.50	 	 	 	N/A	 	 	 	N/A	 
	Total
	 	 	11,408,000.00	 	 	 	496,061	 	 	 	992,115.50	 






 









 






Exhibit I




First Amended and Restated Limited Liability Company Agreement of

Coffeyville Acquisition II LLC