EX-10.17



 





Exhibit 10.17





Execution Copy






AMENDMENT NO. 1 TO THE




FIRST AMENDED AND RESTATED




LIMITED LIABILITY COMPANY AGREEMENT




OF




COFFEYVILLE ACQUISITION II LLC




     This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Limited
Liability Company Agreement of Coffeyville Acquisition II LLC., dated October 16, 2007 among the
entities listed under the heading “Investor Members” on the signature pages hereto, the individuals
listed under the heading “Management Members” on the signature pages hereto, and the individual
listed under the heading “Outside Members” on the signature pages hereto (the “LLC
Agreement”) is entered into effective as of October 24, 2007. Capitalized terms used without
definition herein have the meanings specified in the LLC Agreement.



     WHEREAS, the LLC Agreement may be amended by a written instrument signed by each of the
Investor Members and, in the case of amendments which adversely effect the Management Members as a
class, by a Majority in Interest (exclusive of Override Units) of the Management Members.



     NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:




	 	1.	 	Section 9.1 of the LLC Agreement is hereby amended by adding
the following immediately after Section 9.1(d):






     “(e) Notwithstanding any other provision in this Agreement, (i) any
income recognized by the Company in respect of the dividend received by the
Company on October 24, 2007, shall be allocated for Capital Account
maintenance and U.S. federal income tax purposes among the members in
proportion to the number of Common Units held by each Member as of such
date, (ii) the cash received by the company in respect of such dividend
shall be distributed by the Company to the Members in proportion to the
number of Common Units held by each Member as of such date and (except as
otherwise provided by this Section 9.1(e)) shall not otherwise be taken into
account in making the computations required by this Section 9.1, and (iii)
to the extent of the increase, if any, in the value of the Company’s assets
over their value as of October 24, 2007, any distribution after October 24,
2007 shall be made to the Members in proportion to the number of Override
Units held by each Member as of October 24, 2007 until the aggregate amount distributed
pursuant to this clause (iii) equals the amount that would have been
distributed to such Members in respect of their Override Units under Section
9.1(b) but for clause (ii) so that, to the extent of such increase in



 









 







value, the aggregate amount received by each Member is the same as what each Member
would have received but for this Section 9.1(e).”




	 	2.	 	Other Provisions. Except to the extent expressly
provided herein, the LLC Agreement is not affected hereby and continues in full
force and effect in accordance with its original terms.
	 
	 	3.	 	Governing Law; Attorney’s Fees. This Amendment and the
rights and obligations of the Members hereunder and the Persons subject hereto
shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Delaware, without giving effect to the choice of law
principles thereof. The substantially prevailing party in any action or
proceeding relating to this Amendment shall be entitled to receive an award of,
and to recover from the other party or parties, any fees or expenses incurred
by him, her or it (including, without limitation, reasonable attorneys’ fees
and disbursements) in connection with any such action or proceeding.
	 
	 	4.	 	Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.





* * * * *




[Remainder of page intentionally left blank;




Signature pages follows immediately hereafter]




 









 





     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of
October 24, 2007.



	 	 	 	 	 
	 	 	INVESTOR MEMBERS
	 
	 	 	 	 
	 	 	GS CAPITAL PARTNERS V FUND, L.P.
	 

	 	By:
	 	GSCP V Advisors, L.L.C., its General Partner






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Kenneth A. Pontarelli	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
	 

	 	By:
	 	GSCP V Offshore Advisors, L.L.C.,
its General Partner






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Kenneth A. Pontarelli	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
	 

	 	By:
	 	GS Advisors V, L.L.C., its General Partner






	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Kenneth A. Pontarelli	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[Signature Page to Amendment No. 1 to the First Amended and Restated Limited Liability
 Company Agreement of Coffeyville Acquisition II LLC]


 












 





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

       its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Kenneth A. Pontarelli	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to the First Amended and Restated Limited Liability
 Company Agreement of Coffeyville Acquisition II LLC]




 









 





	 	 	 	 	 	 	 
	 	 	MANAGEMENT MEMBERS	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
John J. Lipinski	 	 
	 	 	JOHN J. LIPINSKI	 	 
	 
	 	 	 	 	 	 
	 	 	THE TARA K. LIPINSKI 2007 EXEMPT TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Tara K. Lipinski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Tara K. Lipinski

Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	THE LIPINSKI 2007 EXEMPT FAMILY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Patricia E. Lipinski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Patricia E. Lipinski	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
Stanley A. Riemann	 	 
	 	 	STANLEY A. RIEMANN	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
James T. Rens	 	 
	 	 	JAMES T. RENS	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
Keith D. Osborn	 	 
	 	 	KEITH D. OSBORN	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
Kevan A. Vick	 	 
	 	 	KEVAN A. VICK	 	 





[Signature
Page to Amendment No. 1 to the First Amended and Restated

Limited Liability

Company Agreement of Coffeyville
Acquisition II LLC]




 









 






	 	 	 	 	 	 	 
	 
	 	 /s/ Robert W.
Haugen	 	 
	 	 	 	 	 
	 	 	ROBERT W. HAUGEN	 	 
	 
	 	 /s/ Wyatt E.
Jernigan	 	 
	 	 	 	 	 
	 	 	WYATT E. JERNIGAN	 	 
	 
	 	 /s/ Alan K. Rugh	 	 
	 	 	 	 	 
	 	 	ALAN K. RUGH	 	 
	 
	 	 /s/ Daniel J.
Daly, Jr.	 	 
	 	 	 	 	 
	 	 	DANIEL J. DALY, JR.	 	 
	 
	 	 /s/ Edmund Gross	 	 
	 	 	 	 	 
	 	 	EDMUND GROSS	 	 
	 
	 	 /s/ Chris Swanberg	 	 
	 	 	 	 	 
	 	 	CHRIS SWANBERG	 	 
	 
	 	 /s/ John Huggins	 	 
	 	 	 	 	 
	 	 	JOHN HUGGINS	 	 





[Signature Page to Amendment No. 1 to the First Amended and Restated Limited Liability
Company Agreement of Coffeyville Acquisition II LLC]



 









 






	 	 	 	 	 	 	 
	 

	 	OUTSIDE MEMBERS	 	 
	 
	 	/s/ Wesley Clark	 	 
	 	 	 	 	 
	 	 	WESLEY CLARK	 	 





 


[Signature Page to
Amendment No. 1 to the First Amended and Restated Limited
Liability
Company Agreement of Coffeyville Acquisition II
LLC]