EX-10.6.1






Exhibit 10.6.1

Redacted Version




PORTIONS OF THIS AGREEMENT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED AND WILL BE

SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION




FIRST AMENDMENT TO

CRUDE OIL SUPPLY AGREEMENT




     THIS FIRST AMENDMENT TO CRUDE OIL SUPPLY AGREEMENT is entered into effective as of January 1,
2009 (this “Amendment”), between Vitol Inc. (“Vitol”) and Coffeyville Resources Refining &
Marketing, LLC (“Coffeyville”).



     WHEREAS, Vitol and Coffeyville are parties to a Crude Oil Supply Agreement dated December 2,
2008 (the “Supply Agreement”); and



     WHEREAS, Vitol and Coffeyville have agreed to amend certain terms and conditions of the Supply
Agreement;



     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, Vitol and Coffeyville do hereby agree as follows:



     1. The Supply Agreement, at Section 1.1 contains the following definition:




	 	 	“Designated Tanks” means the tanks set forth on Schedule A
in Cushing, Oklahoma and the pipeline connecting the Designated
Tanks to the Delivery Point. The Designated Tanks shall only
contain Crude Oil.





The foregoing definition is amended and restated in its entirety as follows:




	 	 	“Designated Tanks” means the tanks set forth on Schedule A
in Cushing, Oklahoma and the pipeline connecting the Designated
Tanks to the Delivery Point. The Designated Tanks shall only
contain Crude Oil, except as follows:






i. Tank No. 1010 and Tank No. 1124 (collectively the “TEPPCO TANKS”)
of TEPPCO Crude Pipeline, L.P. (“TEPPCO”) located at or near
Cushing, Oklahoma; and




ii. Tank No. 2700 and Tank No. 3300 of Plains Marketing, L.P.
(“Plains”) located at or near Cushing, Oklahoma



 









 






(collectively referred to herein as the “Specified Tanks”), shall
only contain crude oil owned by Vitol.



     2. The term of this Amendment shall be from January 1, 2009 through December 31, 2009. Unless
either Vitol or Coffeyville terminates this Amendment on or before November 1, 2009, this Amendment
shall automatically continue for a second term that extends from January 1, 2010 through December
31, 2010.



     3. Each month during the term of this Amendment, Vitol shall pay to Coffeyville $(***) per
calendar month. Each calendar month payment shall be made in same day funds by bank wire transfer,
on or before the 20th day of the month following the month for which payment is being
made. Such amount represents the full compensation payable by Vitol to Coffeyville for use of the
Specified Tanks.



     4. During the term of this Amendment, Vitol shall not charge or invoice Coffeyville for any
amounts otherwise due and payable by Coffeyville or its assignee pursuant to: (a) the Lease
Storage Agreement between Coffeyville and TEPPCO, dated March 1, 2006 (“TEPPCO Storage Payments”);
and (b) any amounts otherwise due and payable by Coffeyville or its assignee pursuant to the
storage capacity and/or use of Tank No. 2700 and 3300 of Plains pursuant to the Terminaling
Agreement between Coffeyville and Plains dated as of October 15, 2007 (“Plains Partial Storage
Payments”). During the term of the Amendment, Vitol shall be wholly and completely responsible to
pay, without any recourse or reimbursement from Coffeyville, any and all amounts of the TEPPCO
Storage Payments and the Plains Partial Storage Payments.



     5. Any Crude Oil in the Specified Tanks shall no longer be Crude Oil pursuant to the Supply
Agreement, but shall instead be crude oil owned by Vitol pursuant to this Amendment; provided,
however, that that portion of Crude Oil lot number 5 from the Initial Inventory contained in the
TEPPCO Tanks shall be delivered to Coffeyville at a time(s) agreed by the parties at the price
differential assigned to lot number 5 at the time of delivery to Coffeyville and such Crude Oil lot
number 5 shall not become crude oil pursuant to this paragraph 5. Vitol shall have no right to
assign and/or delegate any of its rights and obligations conveyed by Coffeyville to Vitol in the
Supply Agreement, with regard to the Designated Tanks (including the Specified Tanks). For the
avoidance of doubt, the provisions of Sections 10.4, 11.4, and 20.1, shall
not apply to crude oil held in, or to be delivered into, the Specified Tanks.



     6. The definitions contained in the Supply Agreement shall have the same meaning in this
Amendment unless otherwise stated in this Amendment.



     7. Except as otherwise stated in this Amendment, all terms and conditions of the Supply
Agreement shall remain in full force and effect.



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     8. This Amendment 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 instruments.



     9. This Amendment 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.



     IN WITNESS WHEREOF, each Party has caused this Amendment to be executed by its duly authorized
representative, effective as of the Effective Date.



Vitol Inc.





			
	By:	 	/s/ James C. Dyer 

James C. Dyer






			
	Title:	 	Vice President, Director, Business
Development 







			
	Date:	 	16 February 2009 






Coffeyville Resources Refining & Marketing, LLC





			
	By:	 	/s/ Stanley A. Riemann 







			
	Title:	 	COO 







			
	Date:	 	2/17/09 







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